ACQUISITIONS | 3. ACQUISITIONS 2021 Acquisition On June 1, 2021, CAC entered into an Asset and Stock Purchase Agreement (“Purchase Agreement”) with MedMatica and its sole shareholder. Pursuant to the Purchase Agreement, CAC acquired (i) all of the issued and outstanding capital stock of SRS, a Delaware corporation, and (ii) all of the MedMatica assets that were used in MedMatica’s and SRS’ business. Certain MedMatica liabilities were also assumed under the Purchase Agreement. The total cash consideration was $ 10 3.8 8 5 MedMatica and SRS are in the business of providing a broad range of specialty consulting services to hospitals and large healthcare groups, including certain consulting services related to healthcare IT application services and implementations, medical practice management, and revenue cycle management. The acquisition has been accounted for as a business combination. A summary of the total consideration is as follows: SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION medSR Purchase Price ($ in thousands) Cash $ 12,261 Amounts held in escrow 1,571 Contingent consideration 6,500 Preferred stock Warrants Total purchase price $ 20,332 The Company engaged a third party valuation specialist to assist the Company in valuing the assets acquired and liabilities assumed from MedMatica. The following table summarizes the preliminary purchase price allocation. The Company expects to finalize the purchase price allocation during the fourth quarter of 2021 and is finalizing the projections and the valuation of the acquired assets and assumed liabilities. The preliminary purchase price allocation for medSR is summarized as follows: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ($ in thousands) Accounts receivable $ 2,705 Receivable from seller 396 Prepaid expenses 108 Unbilled receivables 2,402 Property and equipment 94 Customer relationships 4,500 Acquired backlog 500 Goodwill 11,406 Accounts payable (536 ) Accrued expenses & compensation (1,223 ) Deferred revenue (20 ) Total preliminary purchase price allocation $ 20,332 The acquired accounts receivable is recorded at fair value, which represents amounts that have subsequently been paid or were expected to be paid by clients. The fair value of customer relationships was based on the estimated discounted cash flows generated by these intangibles. The goodwill represents the Company’s ability to have an expanded local presence in additional markets and operational synergies that we expect to achieve that would not be available to other market participants. The goodwill from this acquisition is deductible ratably for income tax purposes over fifteen years. The purchase agreement provides that if revenue and EBITDA over the next 18 months exceeds certain specified amounts, there will be an earn-out payment to the seller equal to such excess, up to $13 million. It was estimated that the probable payment will be approximately $ 6.5 million and this amount has been recorded as part of the preliminary purchase price allocation as contingent consideration. As part of the acquisition, $ 1.5 million of the purchase price was held in escrow, which represents $ 500,000 to be paid upon the achievement of agreed upon achievement of certain revenue and backlog milestones, and the balance will be held up to 18 months to satisfy certain indemnification obligations. During the current quarter, the initial portion of the escrow was settled whereby $ 250,000 was paid to the seller and $ 250,000 was offset against the working capital adjustment. The balance of the $ 1.0 million escrow is included in consideration payable and restricted cash in the condensed consolidated balance sheet at September 30, 2021. Approximately $ 12.3 million in cash was paid at closing. The weighted-average amortization period of the acquired intangible assets is approximately three years Revenue earned from the clients obtained from the medSR acquisition on June 1, 2021 was approximately $ 6.3 9.0 The medSR acquisition added additional clients to the Company’s customer base and, similar to previous acquisitions, broadened the Company’s presence in the healthcare information technology industry through expansion of its customer base and by increasing available customer relationship resources and specialized trained staff. 2020 Acquisitions On June 16, 2020, the Company entered into a Stock Purchase Agreement with Meridian Billing Management Co., a Vermont corporation, Origin Holdings, Inc., a Delaware corporation, and GMM II Holdings, LLC, a Delaware limited liability company (“Seller”), pursuant to which the Company purchased all of the issued and outstanding capital stock of Meridian from the Seller. Meridian is in the business of providing medical billing, revenue cycle management, electronic medical records, medical coding and related services. These revenues have been included in the Company’s Healthcare IT segment. The acquisition has been accounted for as a business combination. The total consideration paid at closing was $ 11.9 200,000 2,250,000 7.50 two years 4.8 A summary of the total consideration is as follows: SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION Meridian Purchase Price ($ in thousands) Cash $ 11,864 Preferred stock 5,000 Warrants 4,770 Total purchase price $ 21,634 Of the Preferred Stock consideration, 100,000 The Company’s Preferred Stock and warrants issued as part of the acquisition consideration were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The warrants were valued using the Black-Scholes method. The Company registered the Preferred Stock and the securities underlying the warrants for resale under the Securities Act. The Meridian acquisition added additional clients to the Company’s customer base and, similar to previous acquisitions, broadened the Company’s presence in the healthcare information technology industry through geographic expansion of its customer base and by increasing available customer relationship resources and specialized trained staff. The Company engaged a third-party valuation specialist to assist the Company in valuing the assets acquired and liabilities assumed from Meridian. The following table summarizes the purchase price allocation: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ($ in thousands) Accounts receivable $ 3,558 Prepaid expenses 704 Contract asset 881 Property and equipment 426 Operating lease right-of-use assets 2,776 Customer relationships 12,900 Technology 900 Goodwill 13,789 Accounts payable (3,373 ) Accrued expenses & compensation (3,932 ) Deferred revenue (907 ) Operating lease liabilities (6,025 ) Other current liabilities (63 ) Total purchase price allocation $ 21,634 The acquired accounts receivable is recorded at fair value, which represents amounts that have subsequently been paid or were expected to be paid by clients. The fair value of customer relationships was based on the estimated discounted cash flows generated by these intangibles. The goodwill from this acquisition is not deductible for income tax purposes and represents the Company’s ability to have an expanded local presence in additional markets and operational synergies that we expect to achieve that would not be available to other market participants. The weighted-average amortization period of the acquired intangible assets is approximately three years Revenue earned from the clients obtained from the Meridian acquisition was approximately $ 9.4 28.1 10.0 11.4 On January 8, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CareCloud Corporation, a Delaware corporation which was subsequently renamed CareCloud Health, Inc. (“CCH”), MTBC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and Runway Growth Credit Fund Inc. (“Runway”), solely in its capacity as a seller representative, pursuant to which Merger Sub merged with and into CCH (the “Merger”), with CCH surviving as a wholly-owned subsidiary of the Company. The Merger became effective simultaneously with the execution of the Merger Agreement. The acquisition has been accounted for as a business combination. The total consideration for the Merger included approximately $ 11.9 5.1 760,000 The Merger Agreement provided that if CCH’s 2020 revenues exceed $36 million, there will be an earn-out payment to the seller equal to such excess, up to $3 million. 2,000,000 1,000,000 7.50 two years 1,000,000 10.00 three years A summary of the total consideration is as follows: SUMMARY OF TOTAL CONSIDERATION ON BUSINESS CONSIDERATION CCH Purchase Price ($ in thousands) Cash $ 11,853 Preferred stock 19,000 Warrants 300 Contingent consideration 1,000 Total purchase price $ 32,153 Of the Preferred Stock consideration, 160,000 24 100,000 18 513,000 160,000 It was determined that 55,822 1.3 102,000 The Company’s Preferred Stock and warrants issued as part of the Merger consideration were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The warrants were valued using the Black-Scholes method. The Company registered the Preferred Stock and the securities underlying the warrants for resale under the Securities Act. The CCH acquisition added additional clients to the Company’s customer base. The Company acquired CCH’s software technology and related business. Similar to previous acquisitions, this transaction broadened the Company’s presence in the healthcare information technology industry through geographic expansion of its customer base and by increasing available customer relationship resources and specialized trained staff. The Company engaged a third-party valuation specialist to assist the Company in valuing the assets acquired and liabilities assumed from CCH. The following table summarizes the purchase price allocation: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ($ in thousands) Accounts receivable $ 2,299 Prepaid expenses 1,278 Contract asset 538 Property and equipment 403 Operating lease right-of-use assets 2,859 Customer relationships 8,000 Trademark 800 Software 4,800 Goodwill 22,868 Other long term assets 540 Accounts payable (6,943 ) Accrued expenses (2,081 ) Current loan payable (80 ) Operating lease liabilities (2,859 ) Deferred revenue (269 ) Total purchase price allocation $ 32,153 The acquired accounts receivable is recorded at fair value, which represents amounts that have subsequently been paid or were expected to be paid by clients. The fair value of customer relationships was based on the estimated discounted cash flows generated by these intangibles. The goodwill from this acquisition is not deductible for income tax purposes and represents the Company’s ability to have an expanded local presence in additional markets and operational synergies that we expect to achieve that would not be available to other market participants. The weighted-average amortization period of the acquired intangible assets is approximately three years Revenue earned from the clients obtained from the CCH acquisition was approximately $ 8.8 26.0 8.2 23.2 Pro forma financial information (Unaudited) The unaudited pro forma information below represents the condensed consolidated results of operations as if the CCH, Meridian and medSR acquisitions occurred on January 1, 2020. The pro forma information has been included for comparative purposes and is not indicative of results of operations that the Company would have had if the acquisitions occurred on the above date, nor is it necessarily indicative of future results. The unaudited pro forma information reflects material, non-recurring pro forma adjustments directly attributable to the business combinations. The difference between the actual revenue and the pro forma revenue is approximately $ 17.8 million of additional revenue primarily recorded by medSR for the nine months ended September 30, 2021. Other differences arise from amortizing purchased intangibles using the double declining balance method. SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 ($ in thousands except per share amounts) Total revenue $ 38,304 $ 35,051 $ 119,929 $ 101,318 Net income (loss) $ 2,211 $ (1,112 ) $ 1,593 $ (12,823 ) Net loss attributable to common shareholders $ (1,431 ) $ (5,434 ) $ (8,815 ) $ (23,680 ) Net loss per common share $ (0.10 ) $ (0.43 ) $ (0.61 ) $ (1.90 ) |