Discontinued Operations | 3. Discontinued Operations Divestiture of the PrescribeWellness Business On August 1, 2022 (the “PW Sale Date”), the Company completed the sale of its PrescribeWellness Business, including the assets, properties, and rights that were primarily used or held for use in connection with the PrescribeWellness Business, as well as the KD Assets (as defined below) to Transaction Data Systems, Inc. (“TDS”). On the PW Sale Date, the Company also completed the acquisition of certain intellectual property from karmadata, Inc. (“KD”) that had historically been licensed to the Company, (the “KD Assets”). The KD Assets acquired were simultaneously transferred to TDS on the PW Sale Date. The purchase consideration included $125,000 in cash, subject to certain customary post-closing adjustments, of which $118,561 was paid directly to the Company and $5,900 was paid to KD on the PW Sale Date. In October 2022, TDS also paid the Company $1,477 for certain customary post-closing adjustments after the PW Sale Date. The Company is also entitled to receive up to $15,000 of contingent consideration based upon the PrescribeWellness Business’s achievement of certain performance-based metrics during the fiscal years ending December 31, 2023 and 2024. The contingent consideration had an estimated fair value of $7,000 on the PW Sale Date. See Note 15 for additional discussion on the fair value assessment of the contingent consideration receivable. In connection with the sale of the PrescribeWellness Business, the Company entered into a transition services agreement (“PW TSA”) with TDS, pursuant to which the Company provided services, including, but not limited to, business support services for the PrescribeWellness Business after the sale through January 2023. The Company recognized $4 of income related to the PW TSA for the three months ended March 31, 2023, which is reported in other income in the Company’s consolidated statement of operations. During the first quarter of 2022, as a result of the Company’s intention to sell the PrescribeWellness Business, the Company prepared an impairment test on the related net assets held for sale. Using a market approach to determine fair value, the Company determined that there was an excess of fair value less costs to sell over the carrying value of the net assets held for sale PrescribeWellness Business. As a result, no impairment charges were recorded on goodwill or net assets held for sale for the three months ended March 31, 2022. The following table summarizes the results of operations of the PrescribeWellness Business, which are included in loss from discontinued operations, net of tax in the consolidated statements of operations: Three Months Ended March 31, 2022 Revenue $ 8,884 Cost of revenue, exclusive of depreciation and amortization 3,170 Operating expenses 7,490 Loss from discontinued operations before income taxes (1,776) Income tax expense 27 Net loss from discontinued operations, net of tax $ (1,803) T Three Months Ended March 31, 2022 Depreciation and amortization $ 4,551 Stock-based compensation 267 Purchases of property and equipment (9) Software development costs (1,902) Divestiture of the DoseMe Business On January 20, 2023 (the “DoseMe Sale Date”), the Company completed the sale of its DoseMe Business, including the assets, properties, and rights that were primarily used or held for use in connection with the DoseMe Business, to DoseMe Operations Inc. (“DoseMe Operations”). The purchase consideration included $2,000 in cash, subject to certain customary post-closing adjustments, of which $1,984 was paid directly to the Company on the DoseMe Sale Date. The purchase consideration also includes a note receivable of $3,000 with an annual interest rate of 7%, which matures on January 20, 2027. See Note 7 for additional information on the divestiture-related note receivable. In connection with the sale of the DoseMe Business, the Company entered into a transition services agreement (“DoseMe TSA”) with DoseMe Operations, pursuant to which the Company is providing services, including, but not limited to, business support services for the DoseMe business after the sale through October 2023. The Company recognized $50 of income related to the DoseMe TSA for the three months ended March 31, 2023, which is reported in other income in the Company’s consolidated statement of operations. During the first quarter of 2022, as a result of the Company’s intention to sell the DoseMe Business, the Company prepared an impairment test on the related net assets held for sale. Using a market approach to determine fair value, the Company concluded that the fair value less costs to sell did not exceed the carrying value of the net assets held for sale for the DoseMe Business. As a result, the Company recorded goodwill impairment charges of $740 and impairment charges of $100 on net assets held for sale, summarized in the results of the DoseMe Business presented below. On January 20, 2023, the Company recorded a final gain of $222 on the sale of the DoseMe Business. The following table summarizes the net assets sold as finally reported on the DoseMe Sale Date of January 20, 2023 and as classified as discontinued operations on the consolidated balance sheets as of December 31, 2022: January 20, December 31, 2023 2022 Cash $ 200 $ 18 Accounts receivable, net 407 530 Prepaid expenses and other assets 57 43 Property and equipment, net 30 30 Software development costs, net 421 421 Goodwill 1,927 1,927 Intangible assets, net 9,372 9,372 Impairment of carrying value (7,730) (7,730) Total current assets of discontinued operations $ 4,684 $ 4,611 Accounts payable $ 47 $ 42 Accrued expenses and other liabilities 1,214 1,231 Total current liabilities of discontinued operations $ 1,261 $ 1,273 The following table summarizes the results of operations of the DoseMe Business, which are included in loss from discontinued operations, net of tax in the consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Revenue $ 64 $ 371 Cost of revenue, exclusive of depreciation and amortization 3 41 Operating expenses 432 1,383 Impairment charges — 840 Gain on disposal of business 222 — Loss from discontinued operations before income taxes (149) (1,893) Income tax expense 54 29 Net loss from discontinued operations, net of tax $ (203) $ (1,922) The following table summarizes the significant operating noncash items and investing activities of the DoseMe Business: Three Months Ended March 31, 2023 2022 Depreciation and amortization $ — $ 655 Impairment charges — 840 Stock-based compensation 1 179 Gain on disposal of business 222 — Software development costs — (85) Divestiture of the SinfoníaRx Business On March 2, 2023 (the “SinfoníaRx Sale Date”), the Company completed the sale of its SinfoníaRx Business, including the assets, properties, and rights that were primarily used or held for use in connection with the SinfoníaRx Business to Symphony Clinic, LLC (“Symphony”). The purchase consideration included $1,400 in cash, subject to certain customary post-closing adjustments, which was paid directly to the Company on the SinfoníaRx Sale Date. The purchase consideration also includes a note receivable of $3,600 with an annual interest rate of 3%, which matures on December 31, 2023. The Company may also be entitled to receive up to $1,000 in contingent consideration based upon potential regulatory changes affecting the SinfoníaRx Business. The contingent consideration had an estimated fair value of $500 on the SinfoníaRx Sale Date. See Note 7 for additional discussion on the divestiture-related note receivable and Note 15 for additional discussion on the fair value assessment of the contingent consideration receivable. In connection with the sale of the SinfoníaRx Business, the Company entered into a transition services agreement (“SinfoníaRx TSA”) with Symphony, pursuant to which the Company is providing services, including, but not limited to, business support services for the SinfoníaRx Business after the sale through December 2023. The Company recognized $398 of income related to the SinfoníaRx TSA for the three months ended March 31, 2023, which is reported in other income in the Company’s consolidated statement of operations. During the first quarter of 2022, as a result of the Company’s intention to sell the SinfoníaRx Business, the Company prepared an impairment test on the related net assets held for sale. Using a market approach to determine fair value, the Company determined that there was an excess of fair value less costs to sell over the carrying value of the net assets held for sale for the SinfoníaRx Business. As a result, no impairment charges were recorded on goodwill or net assets held for sale for the three months ended March 31, 2022. On March 2, 2023, the Company recorded an additional $4,958 for the final loss on the sale of the SinfoníaRx Business. The following table summarizes the net assets sold as finally reported on the SinfoníaRx Sale Date of March 2, 2023, and as classified as discontinued operations on the consolidated balance sheets as of December 31, 2022: March 2, December 31, 2023 2022 Accounts receivable, net $ 3,958 $ 3,707 Prepaid expenses and other assets 2,228 2,174 Property and equipment, net 1,279 1,320 Operating lease right-of-use assets 2,213 3,991 Software development costs, net 7,500 7,142 Intangible assets, net 13,263 13,263 Impairment of carrying value (13,383) (13,383) Total current assets of discontinued operations $ 17,058 $ 18,214 Operating lease liabilities $ 1,928 $ 3,525 Accounts payable 1,159 3,188 Accrued expenses and other liabilities 3,684 5,403 Total current liabilities of discontinued operations $ 6,771 $ 12,116 The following table summarizes the results of operations of the SinfoníaRx Business, which are included in loss from discontinued operations, net of tax in the consolidated statements of operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Revenue $ 3,536 $ 7,240 Cost of revenue, exclusive of depreciation and amortization 4,919 6,534 Operating expenses 1,917 4,720 Impairment charges 363 — Loss on disposal of business 4,958 — Loss from discontinued operations before income taxes (8,621) (4,014) Income tax expense — 62 Net loss from discontinued operations, net of tax $ (8,621) $ (4,076) The following table summarizes the significant operating noncash items and investing activities of the SinfoníaRx Business: Three Months Ended March 31, 2023 2022 Depreciation and amortization $ — $ 2,125 Impairment charges 363 — Stock-based compensation 37 460 Loss on disposal of business 4,958 — Purchases of property and equipment — (1) Software development costs (358) (1,043) |