Schedule of Acquired Identifiable Assets and Assumed Liabilities |
The Company’s allocation of consideration exchanged to the net tangible and intangible assets acquired and liabilities assumed, net of cash acquired, in the Merger is as follows (in thousands): | | | | | | | | | | | | | | | | | Amount | Accounts receivable, net | | $ | 96,532 | | Inventories | | 19,683 | | Property and equipment, net | | 48,732 | | Intangible assets, net | | 193,245 | | Deferred tax assets, net of deferred tax liabilities | | 26,731 | | Operating lease right-of-use asset | | 22,378 | | Operating lease liability | | (28,897) | | Accounts payable | | (66,668) | | Other assumed liabilities, net of other acquired assets | | (20,663) | | Total acquired identifiable assets and liabilities | | 291,073 | | Goodwill | | 796,141 | | Total consideration transferred | | $ | 1,087,214 | |
The following is a preliminary estimate of the allocation of the consideration transferred, open for accounts receivable and accounts payable, to acquired identifiable assets and assumed liabilities, net of cash acquired, as of December 31, 2021 (in thousands): | | | | | | | | | | | Amount | Accounts receivable | | $ | 2,219 | | Intangible assets | | 25,400 | | Accounts payable and other assumed liabilities | | (539) | | Fair value identifiable assets and liabilities | | 27,080 | | Goodwill (1) | | 32,524 | | Cash acquired | | 1,426 | | Purchase Price | | 61,030 | | Less: cash acquired | | (1,426) | | Purchase price, net of cash acquired | | 59,604 | |
(1) Goodwill is attributable to cost synergies from operational efficiencies and establishing a more comprehensive clinical platform through the Company’s national infrastructure and Infinity’s nursing network. The following is a preliminary estimate of the allocation of the consideration transferred, open for accounts receivable and accounts payable, to acquired identifiable assets and assumed liabilities, as of December 31, 2021 (in thousands): | | | | | | | | | | | Amount | Accounts receivable | | $ | 3,410 | | Inventories | | 2,038 | | Intangible assets | | 4,245 | | Other assets | | 958 | | Accounts payable | | (6,686) | | Other assumed liabilities | | (940) | | Fair value Identifiable assets and liabilities | | 3,025 | | Goodwill (1) | | 16,430 | | Purchase Price | | 19,455 | |
(1) Goodwill is attributable to cost synergies from procurement and operational efficiencies and elimination of duplicative administrative costs.
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Schedule of Pro Forma Financial Information |
Assuming BioScrip had been acquired as of January 1, 2019, and the results of BioScrip had been included in operations beginning on January 1, 2019, the following tables provide estimated unaudited pro forma results of operations for the year ended December 31, 2019 (in thousands). The estimated pro forma net income adjusts for the effect of fair value adjustments related to the Merger, transaction costs and other non-recurring costs directly attributable to the Merger and the impact of the additional debt to finance the Merger. | | | | | | | | | | | | | | 2019 | Net revenue | | $ | 2,755,361 | | Net loss | | (49,566) | |
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