XML 23 R11.htm IDEA: XBRL DOCUMENT v3.21.2
Business Combinations
6 Months Ended
Sep. 30, 2021
Business Combinations [Abstract]  
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.

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, at the acquisition, 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 for the six months ended September 30, 2020.

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. 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

12,747

Prepaid expenses and other current assets

609

Goodwill

225,156

Identifiable intangible assets:

Customer relationships (life 17 years)

131,200

Technology-based intangible assets (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. We consider our accounting for the 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

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 long-term 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.