Acquisitions | Acquisitions 2021 Acquisitions During 2021 and in the three months ended March 31, 2021, the Company completed five and two business acquisitions, respectively, in conjunction with the execution of its long-term plans and objectives in building a service commerce platform supporting the success of SMBs. All of the acquisitions qualified as business combinations under ASC 805. Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition date fair values, with any excess consideration recognized as goodwill. Goodwill primarily represents the value associated with the assembled workforce, and expected synergies subsumed into goodwill. Assets acquired and liabilities assumed in connection with each acquisition have been recorded at their fair values. Fair values were determined by management using the assistance of third-party valuation specialists. The valuation methods used to determine the fair value of intangible assets included the income approach—relief from royalty method for developed technology and trade name, the income approach—excess earnings method for customer relationships and the comparative business valuation method for non-compete agreements. A number of assumptions and estimates were involved in the application of these valuation methods, including revenue forecasts, expected competition, costs of revenues, obsolescence, tax rates, capital spending, discount rates and working capital changes. Cash flow forecasts were generally based on pre-acquisition forecasts coupled with estimated revenues and cost synergies available to a market participant. The Company’s condensed consolidated statements of operations and comprehensive loss include $8.4 million of acquisition related transaction costs in general and administrative for acquisitions consummated in 2021, with $2.7 million incurred in the three months ended March 31, 2021. Each acquisition allows for an adjustment to the purchase price to be made subsequent to the transaction closing date based on the actual amount of working capital and cash delivered to the Company. The consideration paid and purchase price allocations disclosed reflect the effects of these adjustments. The allocation of purchase consideration related to certain 2021 acquisitions is considered preliminary. The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed for each acquisition in 2021: Briostack PulseM MDTech Timely DrChrono Total (in thousands) Cash $ 34,441 $ 34,430 $ 15,751 $ 99,820 $ 181,919 $ 366,361 Rollover equity 726 — — — — 726 Total consideration $ 35,167 $ 34,430 $ 15,751 $ 99,820 $ 181,919 $ 367,087 Net assets acquired: Cash and cash equivalents $ 17 $ — $ 100 $ 1,170 $ 130 $ 1,417 Accounts receivable, trade 156 — 175 290 3,344 3,965 Other receivables 222 151 48 95 149 665 Contract Assets — — — — 1,172 1,172 Prepaid expenses and other current assets 53 32 34 128 3,115 3,362 Property and equipment 22 4 16 219 226 487 Deposits and other long-term assets 144 3 — 52 23 222 Intangible—developed technology 1,360 2,380 1,640 7,014 8,480 20,874 Intangible—customer relationships 4,800 12,510 5,830 28,836 53,970 105,946 Intangible—trade name 390 260 200 1,414 3,250 5,514 Intangible—non-compete agreements 23 10 10 63 10 116 Goodwill 28,274 22,866 7,899 69,737 126,947 255,723 Deferred tax asset, net 1 — 2 3,397 — 3,400 Accounts payable (33) (113) (44) (230) (2,749) (3,169) Other Current Liabilities (28) — — (670) (2,086) (2,784) Accrued expenses and other (206) (99) (116) (940) (2,948) (4,309) Deferred tax liability, net — (3,538) — (10,463) (10,740) (24,741) Deferred revenue (28) (36) (43) (292) (374) (773) Total net assets acquired $ 35,167 $ 34,430 $ 15,751 $ 99,820 $ 181,919 $ 367,087 Briostack On January 19, 2021, the Company acquired 100% of the interest of Briostack LLC dba Briostack (“Briostack”), a provider of operational management software to pest control businesses, for $35.2 million. Under the terms of the purchase agreement, certain members of Briostack received 45,454 shares of common stock rollover equity. The Company finalized the fair value of the shares at $0.7 million in the quarter ended June 30, 2021 by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above. PulseM On March 17, 2021, the Company acquired 100% of the interest of Speetra, Inc. dba PulseM (“PulseM”), a provider of enterprise-level reputation management software for small businesses, for $34.4 million. MDTech On July 8, 2021, the Company acquired 100% of the interest of PM Ventures, LLC dba MDTech (“MDTech”), a provider of electronic charge capture solutions to physicians via its SaaS-based MD Coder application and suite of add-ons, for $15.8 million. Timely On July 8, 2021, the Company acquired 100% of the interest of Timely Ltd. (“Timely”), a booking and business management software company, for $99.8 million. Timely is based in New Zealand and has operations in the U.K. and Australia, as well. DrChrono On November 18, 2021, the Company acquired 100% of the interest of DrChrono Inc. (“DrChrono”), an electronic health record and practice management provider, for $181.9 million. Pro Forma Results of Acquisitions (unaudited) The following table presents unaudited pro forma consolidated results of operations for the three months ended March 31, 2022 and 2021, as if the aforementioned 2021 acquisitions had occurred as of January 1, 2021. The Company did not consummate any transactions during the three months ended March 31, 2022; accordingly, no adjustments have been made to the results reported for that period. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense of $3.1 million for the three months ended March 31, 2021 to account for funds borrowed earlier, issuance of our common stock at earlier dates which impacts the calculation of basic and diluted net loss per share, removal of transaction costs of $2.7 million for the three months ended March 31, 2021 and additional amortization expense of $3.6 million for the three months ended March 31, 2021 resulting from the amortization of intangible assets beginning as of January 1, 2021. We prepared the pro forma financial information for the combined entities for comparative purposes only, and the information is not indicative of what actual results would have been if the acquisitions had occurred at the beginning of the periods presented, nor is the information intended to represent or be indicative of future results of operations. Three months ended 2022 Pro Forma 2021 Pro Forma (in thousands, except per share amounts) (unaudited) Total revenue $ 143,576 $ 119,493 Net loss $ (13,309) $ (20,728) Adjustments to net loss per share (see Note 12) — (15,105) Net loss attributable to common stockholders $ (13,309) $ (35,833) Basic and diluted net loss per share attributable to common stockholders $ (0.07) $ (0.83) |