Acquisitions | 2. Acquisitions Carevoyance On January 16, 2024, the Company completed the purchase of assets comprising the Carevoyance business line of H1 Insights, Inc. (“Carevoyance”), a product that helps medical technology (“MedTech”) customers to improve segmentation, targeting, and prospect engagement, for $ 13.7 million in cash consideration. The Carevoyance assets meet the definition of a business and accordingly, the Company has accounted for the Carevoyance transaction under the acquisition method. The assets acquired and liabilities assumed were recorded at their estimated fair values and the results of operations were included in the Company’s consolidated results prospectively from the acquisition date. The purchase price allocations for the Carevoyance acquisition are provisional and are based on the information that was available as of the acquisition date to estimate the fair values of assets acquired and liabilities assumed. The Company is gathering and reviewing additional information necessary to finalize the values assigned to the acquired assets and liabilities assumed, as well as acquired identified intangible assets and goodwill. Therefore, the provisional measurements of fair values reported as of June 30, 2024 are subject to change. The Company is expected to finalize the purchase price allocations as soon as practicable, but no later than one year from the acquisition date. Acquisition-date fair values of assets and liabilities pertaining to this business combination have been allocated as follows: (in thousands) Purchase price allocation: Preliminary Accounts receivable $ 605 Intangible assets 7,000 Deferred revenue ( 987 ) Total assets acquired and liabilities assumed 6,618 Goodwill 7,057 Purchase price $ 13,675 As a result of the Carevoyance acquisition, the Company recorded goodwill, developed technology, customer relationships, and tradename of $ 7.1 million, $ 6.8 million, $ 0.2 million, and $ 0.1 million, respectively, as of the acquisition date. The goodwill recognized includes the fair value of the assembled workforce, which is not recognized as an intangible asset separable from goodwill, and any expected synergies gained through the acquisition. The Company determined that the goodwill resulting from the acquisition is deductible for tax purposes. All goodwill has been allocated to the Company’s one reportable segment. The developed technology represents Carevoyance’s proprietary solutions that are designed to assist MedTech customers with improving segmentation, targeting, and prospect engagement. The Company used the income approach, specifically the multi-period excess earnings method, to determine the value of developed technology. Significant assumptions include an obsolescence factor, tax rate, and discount rate. The developed technology was valued at $ 6.8 million and is amortized using the economic value method, which represents the pattern of cash flows over the estimated 7-year life of this asset. Customer relationships represent the estimated fair value of the underlying relationships with the acquired entity’s business customers. The Company valued customer relationships using the income approach, specifically the multi-period excess earnings method. Significant assumptions include estimated attrition rates, discount rates, and tax rates reflecting the different risk profiles of the asset depending upon the acquisition. The value assigned to customer relationships is $ 0.2 million and is amortized using the straight-line method over the estimated remaining useful life of 5 years . The tradename represents the estimated fair value of the registered trade name associated with the Carevoyance corporate brand. The Company estimated the fair value of the trademark using a relief from royalty method of the income approach. Significant assumptions include forecast of royalty rate, tax rate, and discount rate. The trademark was valued at $ 0.1 million and is amortized using the straight-line method over the estimated remaining useful life of 2 years . In total, intangible assets acquired in the Carevoyance acquisition are estimated to be amortized over a weighted average of 6.9 years. See Note 7. Goodwill and Intangible Assets for the estimated total intangible amortization expense during the next five years. Pro forma results of operation for this acquisition have not been presented because the effects were not material to the Company’s consolidated financial results. Populi, Inc. On July 21, 2023, the Company completed the acquisition of Populi, Inc. (“Populi”), a provider-focused data and analytics company that works with healthcare organizations to optimize physician relationships, reduce network leakage, and expand market share, for total estimated consideration of $ 54.1 million, consisting of approximately $ 46.4 million of cash paid at closing, $ 0.1 reimbursement from sellers for working capital adjustments, and up to $ 28.0 million of contingent consideration, with an initial estimated fair value of $ 7.8 million. The contingent consideration relates to earn-out payments that may be paid subject to meeting certain revenue metrics during calendar years 2024 and 2025. In addition to the purchase consideration and pursuant to holdback agreements with certain key Populi employees, the Company agreed to pay $ 4.8 million to certain key Populi employees in quarterly installments beginning on December 31, 2023, and continuing through September 30, 2025. The payout of the holdback is subject to continued employment, and therefore recognized as compensation expense over the requisite service period as a component of transaction, integration and restructuring expenses in the accompanying unaudited condensed consolidated statements of operations. The assets acquired and liabilities assumed were recorded at their estimated fair values and the results of operations were included in the Company’s consolidated results as of the acquisition date. The consideration transferred for the transaction is summarized as follows: (in thousands) Cash consideration paid at closing $ 46,446 Working capital adjustment ( 145 ) Contingent consideration 7,800 Purchase price $ 54,101 The contingent consideration is based on the achievement of certain revenue metrics during the two-year period following the acquisition date, with potential earn-out payouts ranging from $ 0 to $ 28.0 million. The Company estimated the fair value of the contingent consideration to be $ 7.8 million as of July 21, 2023, based on the estimated achievement of the revenue metrics and time to payment. The contingent consideration was recorded in Other liabilities in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2024. Refer to Note 11. Fair Value Measurements . The Company finalized the purchase price allocations of the Populi acquisition during the first quarter of 2024. Acquisition-date fair values of assets and liabilities pertaining to this business combination have been allocated as follows: (in thousands) Purchase price allocation: Preliminary, as originally reported Measurement period adjustments As adjusted Cash $ 1,423 $ — $ 1,423 Accounts receivable 2,662 — 2,662 Prepaid expenses and other assets 153 — 153 Property and equipment 42 — 42 Intangible assets 22,830 ( 500 ) 22,330 Accounts payable and accrued expenses ( 3,316 ) — ( 3,316 ) Deferred revenue ( 4,010 ) — ( 4,010 ) Other liabilities ( 2,354 ) ( 576 ) ( 2,930 ) Total assets acquired and liabilities assumed 17,430 ( 1,076 ) 16,354 Goodwill 36,652 1,095 37,747 Purchase price $ 54,082 $ 19 $ 54,101 As a result of the Populi acquisition, the Company recorded goodwill, developed software, customer relationships, and tradename of $ 37.7 million, $ 21.4 million, $ 0.8 million, and $ 0.1 million, respectively, as of the acquisition date. The goodwill recognized includes the fair value of the assembled workforce, which is not recognized as an intangible asset separable from goodwill, and any expected synergies gained through the acquisition. The Company determined that the goodwill resulting from the acquisition is not deductible for tax purposes. All goodwill has been allocated to the Company’s one reportable segment. The developed software represents Populi’s proprietary solutions that are designed to assist organizations in optimizing physician relationships, reducing network leakage, and expanding market share. The Company used the income approach, specifically the multi-period excess earnings method, to determine the value of developed software. Significant assumptions include an obsolescence factor, tax rate, and discount rate. The developed software was valued at $ 21.4 million and is amortized using the economic value method, which represents the pattern of cash flows over the estimated 7-year life of this asset. Customer relationships represent the estimated fair value of the underlying relationships with the acquired entity’s business customers. The Company valued customer relationships using the income approach, specifically the multi-period excess earnings method. Significant assumptions include estimated attrition rates, discount rates, and tax rates reflecting the different risk profiles of the asset depending upon the acquisition. The value assigned to customer relationships is $ 0.8 million and is amortized using the straight-line method over the estimated remaining useful life of 15 years . The tradename represents the estimated fair value of the registered trade name associated with the Populi corporate brand. The Company estimated the fair value of the trademark using a relief from royalty method of the income approach. Significant assumptions include forecast of royalty rate, tax rate, and discount rate. The trademark was valued at $ 0.1 million and is amortized using the straight-line method over the estimated remaining useful life of 1 year . In total, intangible assets acquired in the Populi acquisition are estimated to be amortized over a weighted average of 7.2 years. See Note 7. Goodwill and Intangible Assets for the estimated total intangible amortization expense during the next five years. In connection with the acquisition, the Company recognized acquisition related costs of $ 0.4 million and $ 1.1 million for the three and six months ended June 30, 2024, respectively, which were recorded within t ransaction, integration, and restructuring expenses in the accompanying unaudited condensed consolidated statements of operations. Unaudited Pro Forma Supplementary Data as if the Populi acquisition had occurred on January 1, 2023: Three Months Ended Six Months Ended June 30, 2023 (in thousands) Revenue $ 63,110 $ 123,784 Net loss $ ( 13,261 ) $ ( 31,623 ) These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the operating results of the Company that would have been achieved had the acquisition actually taken place on January 1, 2023. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur after the acquisition, including but not limited to revenue enhancements, cost savings or operating synergies that the combined Company may achieve as a result of the acquisition . |