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Business Combinations
3 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
Business Combinations (13)      Business Combinations

We did not complete any acquisitions during the three months ended September 30, 2019.

MatrixCare

On November 13, 2018, we completed the acquisition of 100% of the shares in MatrixCare Inc. and its subsidiaries (“MatrixCare”), a provider of software solutions for skilled nursing, life plan communities, senior living and private duty, for base purchase consideration paid of $750.0 million. This acquisition has been accounted for as a business combination using purchase accounting and included in our consolidated financial statements from November 13, 2018. The acquisition was paid for using borrowings under our revolving credit facility.

We have not finalized the purchase price allocation in relation to this acquisition as certain appraisals associated with the valuation of income tax positions are not yet complete. We do not believe that the completion of this work will materially modify the preliminary purchase price allocation. We expect to complete our purchase price allocation during the quarter ending December 31, 2019. The cost of the acquisition was allocated to the assets acquired and liabilities assumed based on estimates of their fair values at the date of acquisition. The goodwill recognized as part of the acquisition is reflected in the Software as a Service segment and is not deductible for tax purposes. It mainly represents the synergies that are unique to our combined businesses and the potential for new products and services to be developed in the future.

The preliminary fair values of assets acquired and liabilities assumed, and the estimated useful lives of intangible assets acquired are as follows (in thousands):

Preliminary

Intangible
assets -
useful life

Current assets

$

50,325 

Property, plant and equipment

4,401 

Trade names

18,000 

7 years

Developed technology

133,000 

7 years

Customer relationships

116,000 

15 years

Goodwill

516,482 

Assets acquired

$

838,208 

Current liabilities

(14,072)

Deferred revenue

(18,505)

Deferred tax liabilities

(41,570)

Debt assumed

(151,665)

Total liabilities assumed

$

(225,812)

Net assets acquired

$

612,396 

A reconciliation of the base consideration to the net consideration is as follows (in thousands):

Base consideration

$

750,000 

Cash acquired

15,873 

Debt assumed

(151,665)

Net working capital and other adjustments

(1,812)

Net consideration

$

612,396 

Other acquisitions

During the year ended June 30, 2019, we also completed the following acquisitions:

On July 6, 2018, we completed the acquisition of 100% of the shares in HEALTHCAREfirst Holding Company (“HEALTHCAREfirst”), a provider of software solutions and services for home health and hospice agencies, for a total purchase consideration of $126.3 million.

On October 15, 2018, we completed the acquisition of 100% of the shares in HB Healthcare, a homecare provider in South Korea.

On December 11, 2018, we completed the acquisition of assets in Interactive Health Network, a provider of integrated clinical and financial management software solution for long-term care companies.

On December 13, 2018, we completed the acquisition of assets in Apacheta, a provider of cloud-based SaaS software that manages the medical equipment delivery process for home medical equipment dealers.

On January 6, 2019, we completed the acquisition of Propeller Health, a digital therapeutics company providing connected health solutions for people living with chronic obstructive pulmonary disease and asthma, for a total purchase consideration of $242.9 million, which adjusts for cash acquired and debt assumed at the time of acquisition. We previously held a non-controlling interest in Propeller Health’s outstanding shares. As a result of the acquisition, we recognized a fair value gain of $1.9 million in other income during the year ended June 30, 2019 associated with the previous equity investment.

These acquisitions have been accounted for as business combinations using purchase accounting and are included in our consolidated financial statements from the acquisition dates. These acquisitions, individually and collectively, are not considered a material business combination and accordingly pro forma information is not provided. The acquisitions were funded by drawing on our existing credit facility and through cash on-hand.

Except for the purchase price allocation associated with the Propeller Health acquisition (and the acquisition of MatrixCare, as described above), we have completed the purchase price allocation in relation to all of these acquisitions. We expect to complete our purchase price allocation for Propeller Health during the quarter ending December 31, 2019. We do not believe that the completion of this work will materially modify the preliminary purchase price allocation for Propeller Health. The cost of the share acquisitions was allocated to the assets acquired and liabilities assumed based on estimates of their fair values at the date of acquisition. The goodwill recognized as part of these acquisitions, which is predominantly not deductible for tax purposes, mainly represents the synergies that are unique to our combined businesses and the potential for new products and services to be developed in the future. Goodwill from these acquisitions has been reflected in the Software as a Service segment except for the goodwill resulting from the HB Healthcare and Propeller Health acquisitions, which have been recorded in the Sleep and Respiratory Care segment.

The fair values of assets acquired and liabilities assumed of all other acquisitions, excluding MatrixCare, and the estimated useful lives of intangible assets acquired are as follows (in thousands):

Preliminary

Intangible
assets -
useful life

Current assets

$

31,648 

Property, plant and equipment

2,290 

Deferred tax assets

5,211 

Trade names

7,828 

10 years

Non-compete

1,000 

3 years

Developed technology

48,280 

5 to 6 years

Customer relationships

53,712 

5 to 15 years

Goodwill

286,943 

Assets acquired

$

436,912 

Current liabilities

(7,122)

Deferred revenue

(3,619)

Deferred tax liabilities

(2,367)

Debt assumed

(35,104)

Total liabilities assumed

$

(48,212)

Net assets acquired

$

388,700 

 

During the three months ended September 30, 2019 and 2018, we did not record material acquisition related expenses.