Business Combinations (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Preliminary Allocation of the Purchase Price to the Assets Acquired and the Liabilities Assumed By the Company

The following tables represent the preliminary allocation of the respective purchase price to the assets acquired and the liabilities assumed by the Company as part of each acquisition included in the Company’s Consolidated Balance Sheets, and is reconciled to the respective purchase price transferred:

	FDS Amplicare (1)		ReCept (Preliminary) (2)		MarkeTouch Media (Preliminary)
	(In thousands)
Purchase price transferred:
Base purchase price	$	177,000	$	100,000	$	82,000
Add: Closing cash	465		6,664		191
Add: Net working capital adjustment	1,654		(2,296)		448
Less: Assumed indebtedness	(653)		(1,902)		(13)
Total purchase price transferred	$	178,466	$	102,466	$	82,626
	FDS Amplicare (Preliminary) (1)		ReCept (Preliminary) (2)		MarkeTouch Media (Preliminary)
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents	$	465	$	—	$	237
Accounts receivable and unbilled receivables	5,330		2,383		2,302
Prepaid expenses	506		192		96
Other current assets	45		13,955		—
Total current assets	6,346		16,530		2,635
Property and equipment	444		172		177
Operating lease right-of-use assets	2,252		773		602
Goodwill	117,374		81,588		42,530
Intangible assets	70,000		28,100		38,000
Other long-term assets	51		200		2,850
Total assets	196,467		127,363		86,794
Accounts payable	950		219		473
Accrued compensation	1,312		1,756		—
Accrued liabilities	1,396		18,499		292
Deferred revenues	1,916		222		347
Long-term deferred tax liabilities	11,377		3,587		—
Long-term operating lease liabilities	920		614		206
Other long-term liabilities	130		—		2,850
Total liabilities	18,001		24,897		4,168
Total purchase price	$	178,466	$	102,466	$	82,626
Total purchase price, net of cash acquired	$	178,001	$	95,897	$	82,389

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(1)    During the fourth quarter of 2021, the Company recorded measurement period adjustments of $1.5 million to goodwill, consisting of an increase in intangible assets, accounts receivable and unbilled receivables, and long-term deferred tax liabilities of $0.4 million, $1.1 million, and $0.1 million, respectively, and a net working capital adjustment of $0.1 million.

(2)    Closing cash is included in other current assets due to its restrictive nature as cash held for customers.

The following table represents the allocation of the purchase price to the assets acquired and the liabilities assumed by the Company as part of the acquisition included in the Company's Consolidated Balance Sheets, and is reconciled to the purchase price transferred:

	340B Link Business (1)
	(In thousands)
Accounts receivable and unbilled receivables	$	8,197
Prepaid expenses	232
Other current assets	23,040
Total current assets	31,469
Property and equipment	531
Operating lease right-of-use assets	3,138
Goodwill	160,268
Intangible assets	62,800
Total assets	258,206
Accounts payable	568
Accrued liabilities	23,715
Long-term deferred tax liabilities	6,334
Long-term operating lease liabilities	2,589
Total liabilities	33,206
Total purchase price	$	225,000

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(1)    During the third quarter of 2021, the Company recorded measurement period adjustments of $0.9 million to goodwill, consisting of an increase in other current assets, a decrease in accrued liabilities, and a decrease in long-term deferred tax liabilities of $0.3 million, $0.1 million, and $0.5 million, respectively.

Summary of Identifiable Intangible Assets Acquired

The identifiable intangible assets acquired and their estimated useful lives for amortization are as follows:

	FDS Amplicare (1)			ReCept			MarkeTouch Media
	Fair value		Useful life (years)	Fair value		Useful life (years)	Fair value		Useful life (years)
	(In thousands, except for years)
Customer relationships	$	59,900	23	$	28,100	23	$	34,100	26
Acquired technology	7,700		5 - 7	—		—	2,100		4
Backlog	—		—	—		—	1,800		2
Trade names	2,400		5	—		—	—		—
Total purchased intangible assets	$	70,000		$	28,100		$	38,000

_________________________________________________

(1)    During the fourth quarter of 2021, the Company recorded a measurement period adjustment of $0.4 million in customer relationships.

The identifiable intangible assets acquired and their estimated useful lives for amortization are as follows:

	340B Link Business
	Fair value		Useful life (years)
	(In thousands, except for years)
Customer relationships	$	53,000	21
Acquired technology	9,000		5
Trade names	200		1
Non-compete agreements	600		3
Total purchased intangible assets	$	62,800

Pro Forma Financial Information

The following table presents certain unaudited pro forma consolidated financial information for the years ended December 31, 2021, 2020, and 2019 as if the FDS Amplicare, ReCept, and MarkeTouch Media acquisitions had been completed on January 1, 2020 and the 340B Link Business acquisition had been completed on January 1, 2019. The unaudited pro forma financial information is presented for informational purposes only, and is not indicative of what would have occurred had the acquisitions taken place on those respective dates. The unaudited pro forma financial information combines the historical results of the acquisitions with the Company’s consolidated historical results and includes certain adjustments including, but not limited to, amortization and depreciation of intangible assets and property and equipment acquired; imputed interest, interest expense, and amortization of debt issuance costs related to acquisitions, as applicable; and certain acquisition-related costs incurred.

	Year Ended December 31,
	2021		2020		2019
	(In thousands)
Pro forma revenues	$	1,195,473	$	986,310	$	929,106
Pro forma net income	$	79,981	$	22,615	$	56,897