Business Combinations | 4. Business Combinations Fiscal Year 2021 Transactions eRx Network Holdings, Inc. On May 1, 2020, we exercised our option to purchase and completed the acquisition of 100% of the ownership interest in eRx Network Holdings, Inc. (“eRx”), a leading provider in comprehensive, innovative and secure data-driven solutions for pharmacies. At the time of the acquisition, all outstanding eRx equity awards were canceled and holders of eRx stock options and vested eRx stock appreciation rights were able to elect to receive consideration in the form of a cash payment or vested stock appreciation rights of the Company. See Note 17, Incentive Compensation Plans , for additional information. Prior to the acquisition, we held an option to purchase eRx which we accounted for as an equity investment. Therefore, our acquisition of eRx was accounted for as a business combination achieved in stages under the acquisition method in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”). Accordingly, we remeasured our business purchase option to fair value and recognized a loss of $6,000 which is recorded in Other, net on our consolidated statement of operations. The following table summarizes information related to this acquisition as of the acquisition date. The fair values of the assets acquired and the liabilities assumed were determined based on information available to the Company using primarily an income-based approach. During the second and third quarter s of fiscal year 2021, we continued to make purchase price allocation adjustments to refine the fair value of assets acquired and liabilities assumed , including goodwill. These refinements primarily included an increase to the determined fair value of customer relationships and deferred tax liabilities and a decrease to the determined fair value of technology-based intangible assets. There were no material impacts to the consolidated statement of operations as a result of the adjustments. We consider our accounting for the assets acquired and liabilities assumed in the eRx acquisition to be complete. eRx Cash paid at closing $ 249,359 Fair value of eRx purchase option 140,500 Fair value of vested stock appreciation rights 5,097 Cash paid for canceled eRx equity awards 5,891 Total Consideration Fair Value at Acquisition Date $ 400,847 Allocation of the Consideration Transferred: Cash $ 54,108 Accounts receivable, net of allowance of $326 12,747 Prepaid expenses and other current assets 609 Goodwill 225,156 Identifiable intangible assets: Customer relationships (life 17 years) 131,200 Internally developed technology (life 9 - 12 years) 29,700 Other noncurrent assets 20 Accounts payable (2,543) Accrued expenses and other current liabilities (10,933) Deferred income tax liabilities (39,217) Total consideration transferred $ 400,847 The goodwill recognized, all of which is assigned to the Network Solutions segment, is primarily attributable to expected synergies of the combined businesses and the acquisition of an assembled workforce knowledgeable of the healthcare and information technology industries. The goodwill is not expected to be deductible for tax purposes. See Note 6, Goodwill . Acquisition costs related to the purchase of eRx were not material. PDX, Inc. On June 1, 2020, we completed the cash purchase of 100% of the ownership interest in PDX, Inc. (“PDX”), a company focused on delivering patient centric and innovative technologies for pharmacies and health systems. We accounted for this transaction as a business combination using the acquisition method. The fair values of the assets acquired and the liabilities assumed were determined based on information available to the Company using primarily an income-based approach . During the second quarter of fiscal year 2021, we continued to make purchase price allocation adjustments to refine the fair value of assets acquired, including goodwill. These refinements primarily included an increase to the determined fair value of customer relationships and decreases to the determined fair values of technology-based intangible assets and deferred revenue. There were no material impacts to the consolidated statement of operations as a result of the adjustments . Additional information is being gathered to finalize the amounts with respect to deferred taxes. Accordingly, the measurement of the deferred tax assets acquired and deferred tax liabilities assumed may change upon finalization of the Company’s valuations and completion of the purchase price allocation, both of which are expected to occur no later than one year from the acquisition date. We consider our accounting for the other assets acquired and liabilities assumed in the PDX acquisition to be complete. After customary working capital adjustments, transaction fees and other adjustments, the total consideration fair value at the acquisition date was $198,291 . The following table summarizes the allocation of consideration transferred: PDX Cash $ 755 Accounts receivable, net of allowance of $1,092 5,739 Prepaid expenses and other current assets 2,251 Property and equipment 840 Goodwill 98,830 Identifiable intangible assets: Customer relationships (life 18 years) 74,300 Technology-based intangible assets (life 10 - 11 years) 25,300 Other noncurrent assets 690 Accounts payable (3,882) Deferred revenue, current (2,946) Accrued expenses and other current liabilities (3,364) Other noncurrent liabilities (222) Total consideration transferred $ 198,291 The goodwill recognized, all of which is assigned to the Network Solutions segment, is primarily attributable to expected synergies of the combined businesses and the acquisition of an assembled workforce knowledgeable of the healthcare and information technology industries. The goodwill is expected to be deductible for tax purposes. See Note 6, Goodwill . Acquisition costs related to the purchase of PDX were not material. Nucleus.io In August 2020, we completed the acquisition of Nucleus.io, a leader in the development of advanced, fully enabled, cloud-native imaging and workflow technology. We acquired Nucleus.io for total consideration of $35,120 and accounted for the acquisition as a business combination. The consideration transferred was primarily allocated to technology-based intangible assets of $11,700 and goodwill of $22,341 . The goodwill recognized is assigned to the Software and Analytics segment. The preliminary value s of the consideration transferred, assets acquired and liabilities assumed in the acquisition, including the related tax effects, are subject to change upon receipt of a final valuation and working capital settlement. Fiscal Year 2020 Transactions The Merger On March 10, 2020, the Company combined with SpinCo in a two-step all-stock “Reverse Morris Trust” transaction that involved a separation of SpinCo from McKesson followed by the merger of SpinCo with and into the Company, with the Company as the surviving company. As a result of the Merger, the Joint Venture became a wholly owned subsidiary of the Company. McKesson accepted 15,426,537 shares of its own common stock, par value $0.01 in exchange for all 175,995,192 issued and outstanding shares of SpinCo common stock, par value $0.001 per share (the “SpinCo Common Stock”). All shares of SpinCo Common Stock were then converted into an equal number of shares of common stock of the Company, par value $0.001 , which the Company issued to the former holders of SpinCo Common Stock, together with cash in lieu of any fractional shares. Prior to the Merger, we accounted for our investment in the Joint Venture under the equity method of accounting. Therefore, the acquisition of control of the Joint Venture was accounted for as a business combination achieved in stages under the acquisition method in accordance with ASC 805. Accordingly, we remeasured our previously held equity interest in the Joint Venture to fair value by reference to the publicly traded price of the common shares issued to SpinCo shareholders in exchange for the remaining 58% equity interest in the Joint Venture. Upon remeasurement, we recognized a loss on investment of $230,229 . The loss represents the amount by which the carrying value of our investment in the Joint Venture exceeded the fair value of our 42% interest immediately prior to the Merger. The fair values of the assets acquired and the liabilities assumed were determined based on information available to the Company. Additional information is being gathered to finalize the provisional measurements with respect to deferred taxes. Accordingly, the measurement of the deferred tax assets acquired and deferred tax liabilities assumed may change upon finalization of the Company’s valuations and completion of the purchase price allocation, both of which are expected to occur no later than one year from the acquisition date. During the first quarter of fiscal year 2021, we increased the estimated fair value of our deferred tax liability by $1,604 which also impacted goodwill. During the third quarter of fiscal year 2021, we made additional adjustments decreasing our deferred tax liability and goodwill by $4,692 . There were no impacts to the consolidated statement of operations as a result of the adjustments. We consider our accounting for the other assets acquired and liabilities assumed in the Merger to be complete. The following table summarizes information related to this acquisition as of the acquisition date : Net Assets acquired Cash $ 330,665 Accounts receivable, net of allowance of $22,059 718,895 Contract assets 132,704 Prepaid and other current assets 115,265 Investment in business purchase option 146,500 Property and equipment, net 206,751 Goodwill 4,357,560 Other noncurrent assets 169,539 Identified intangible assets: Customer relationships (life 12 - 16 years) 3,056,000 Tradenames (life 18 years) 146,000 Technology-based intangible assets (life 6 - 12 years) 1,188,000 Drafts and accounts payable (60,637) Accrued expenses (559,456) Deferred revenue, current (292,528) Current portion of long-term debt (28,969) Other current liabilities (22,732) Long-term debt, excluding current portion (4,713,565) Deferred income tax liabilities (574,988) Tax receivable agreement obligations with related parties (176,586) Other long-term liabilities (102,675) Net Assets acquired $ 4,035,743 Summary of purchase consideration: Fair value of shares issued to SpinCo shareholders ( 175,995,192 shares at $12.47 per share): Common Stock, $0.001 par value $ 176 Additional paid-in capital 2,194,484 Fair value of Joint Venture equity interest previously held 1,589,040 Fair value of Joint Venture equity interest previously held through TEUs 216,764 Settlement of dividend receivable 42,778 Repayment of advances to member (7,499) Purchase consideration $ 4,035,743 The goodwill recognized in the Merger is primarily attributable to expected synergies of the combined businesses and the acquisition of an assembled workforce knowledgeable of the healthcare and information technology industries in which we operate. The majority of the goodwill is not expected to be deductible for tax purposes. Acquisition costs related to the Merger were not material . |