Business Combinations

2017 Acquisitions

On April 12, 2017, the Company completed the acquisition of all of the membership interest of Dixie Drawl, LLC d/b/a InPharmics (“InPharmics”). InPharmics is a technology and services company that provides advanced pharmacy informatics solutions to hospital pharmacies. The total consideration for the transaction was $5.0 million, net of cash acquired of $0.3 million. Approximately $0.5 million of the total consideration was classified as a long-term liability for potential settlement of performance obligations. The Company accounted for the acquisition of InPharmics in accordance with the authoritative guidance on business combinations; therefore, the tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition date. The purchase price was allocated to intangible assets in the amount of $1.9 million, which included developed technology and customer contracts, with the remainder allocated to goodwill. The results of the InPharmics’ operations have been included in the consolidated results of operations, and presented as part of the Automation and Analytics segment.

2016 Acquisitions

On January 5, 2016, the Company completed the acquisition of all of the membership interests of Aesynt. Aesynt is a provider of automated medication management systems, including dispensing robots with storage solutions, medication storage and dispensing carts and cabinets, I.V. sterile preparation robotics and software, including software related to medication management. The total consideration was $271.5 million, net of cash acquired of $8.2 million. The results of Aesynt’s operations have been included in the consolidated results of operations as of the time of the acquisition, and presented as part of the Automation and Analytics segment.

On December 8, 2016, the Company completed its acquisition of ateb, Inc., and Ateb Canada Ltd. (together, “Ateb”) for $40.7 million of cash consideration, net of $0.9 million cash on hand. The cash consideration, included the repayment of Ateb indebtedness and other adjustments provided for in the Ateb’s Securities Purchase Agreement. Ateb is a provider of pharmacy-based patient care and medication synchronization solutions to independent and chain pharmacies. The results of Ateb’s operations have been included in the consolidated results of operations as of the time of the acquisition, and presented as part of the Medication Adherence segment.

The Company accounted for the acquisitions of Aesynt and Ateb in accordance with the authoritative guidance on business combinations; therefore, the tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition dates, respectively. The Company incurred approximately $9.3 million in acquisition-related costs related to the Aesynt acquisition of which $6.4 million was recognized in the year ended December 31, 2016. During the year ended December 31, 2016, the Company incurred and expensed approximately $1.7 million of acquisition-related costs for Ateb. These costs are included in selling, general, and administrative expenses in the Company’s Consolidated Statement of Operations.

Pro Forma Financial Information

The following table presents certain unaudited pro forma information for illustrative purposes only, for the years ended December 31, 2017 and December 31, 2016 as if these acquisitions had been completed on January 1, 2016. The pro forma information is not indicative of what would have occurred had the acquisitions taken place on January 1, 2016. The unaudited pro forma information combines the historical results of the acquisitions with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated impact of fair value adjustments for the respective periods. The pro forma adjustments include the impact of fair value adjustment related to deferred revenues, inventory fair value adjustment, amortization of intangible assets, share-based compensation expense, interest expense and amortization of deferred issuance cost, and certain classification to conform to the Company’s accounting policies.



	Year Ended December 31,
	2017 ⁽¹⁾		2016 ⁽¹⁾
	(In thousands, except per share data)
Pro forma net revenues	$	713,272	$	723,085
Pro forma net income	$	30,683	$	8,109
Pro forma net income per share	$	0.82	$	0.22
Weighted-average number of shares	37,483		36,156

___________________________________________


⁽¹⁾	As adjusted for full retrospective adoption of ASC 606.