The Company made the following

acquisitions

in order to expand its geographical footprint and expand its member base.

University Health Care and its affiliates

On June 11, 2021, the Company acquired University Health Care and its affiliates

(collectively, “

University”). The purchase price totaled $

611.1

million

of which

541.5

million was paid in cash,

9.6

million in contingent consideration from forfeited acquisition

add-ons

based on terms negotiated by University prior to closing, and

60.0

million in

4,055,698

of the Company’s Class A common stock. University sellers entered into

non-compete

agreements with the Company. The Company recorded

non-compete

intangible assets totaling

45.2

million with a weighted-average amortization period of

five

years

The purchase price has been allocated to accounts receivable, net of unpaid service provider costs, inventory, property and equipment, payor relationships,

non-compete

intangibles

, other acquired intangibles, other assets, goodwill, and accounts payable and accrued expenses. The portion of the purchase price that is allocated to the

non-compete

is not considered part of the consideration transferred to acquire the business and is accounted for separately. The following table provides the allocation of the purchase price:


(in thousands)
Accounts receivable, net of unpaid service provider costs	$	2,217
Inventory		264
Property and equipment, net		1,636
Payor relationships		175,172
Non-compete intangibles		45,191
Other acquired intangibles		113,237
Other assets		116
Goodwill		273,427
Accounts payable and accrued expenses		(140	)

Total purchase price, including non-compete intangibles	$	611,120

The other acquired intangibles include $110.4 million for the University brand and $2.9

million

for provider relationships. Total revenues and net income attributable to the assets acquired in the University acquisition were approximately $30.6 million and $16.1 million, respectively, for the three and six months ended June 30, 2021.

HP Enterprises II, LLC and related entities

On June 1, 2020, the Company acquired all of the assets of HP Enterprises II, LLC and related entities

(collectively, “Healthy Partners”).

The purchase price totaled $195.4 million of which $149.3 million was paid in cash (including $18.0 million paid to an escrow agent, of which $17.1 million was released on January 13, 2021 and $0.9 million is to be released on June 1, 2022), and

$30.0 million in

923,076

Class A-4

Units of Primary Care (ITC)

Intermediate Holdings,

LLC’s securities. The remaining amount of $16.1 million related to payment reconciliations was held back, and is due no later than five days following January 31, 2022. The physicians entered into employment agreements with the Company and these agreements include covenants not to compete. The Company recorded

non-compete

intangible assets totaling $1.0 million with a weighted-average amortization period of five years.

The purchase price has been allocated to property and equipment,

non-compete

intangibles, acquired intangibles, goodwill, and other assets. The portion of the purchase price that is allocated to the

non-compete

is not considered part of the consideration transferred to acquire the business and is accounted for separately. The following table provides the allocation of the purchase price:


(in thousands)
Property and equipment	$	2,409
Non-compete intangibles		1,022
Acquired intangibles		117,014
Goodwill		74,852
Other assets		87

Total purchase price, including non-compete intangibles	$	195,384

The acquired intangible assets include $20.6 million for the

Healthy Partners

brand and payor relationships amounting to $96.4 million. Total revenues attributable to the assets acquired in the

Healthy Partners

acquisition were approximately $98.7 million and $179.0 million for the three months and six months ended June 30, 2021, respectively, and approximately $33.6 million and $33.6 million for the three months and six months ended June 30, 2020, respectively. Net income attributable to the assets acquired in the

Healthy Partners

acquisition was approximately $10.3 million and $23.3 million for the three months and six months ended June 30, 2021, respectively, and approximately $2.2 million for the three months and six months ended June 30, 2020.

Primary Care Physicians and

related entities

On January 2, 2020, the Comp

ny acquired all of the assets of Primary Care Physicians and related entities

( collectively “

PCP”). The purchase price totaled $60.2 million

of which $53.6 million was paid in cash and $4.0 million was paid in 123,077

Class A-4

Units of Primary Care (ITC)

Intermediate

Holdings, LLC. The remaining amount includes $1.5 million related to the

pay-down

of debt, and $1.1 million related to the

pay-down

of accounts payable and accrued expenses of PCP. The physicians entered into employment agreements with the Company and these agreements included covenants not to compete. The Company recorded

non-compete

intangible assets totaling $0.8 million with a weighted-average amortization period of three years.

The purchase price has been allocated to cash and cash equivalents, accounts receivable, inventory, property and equipment,

non-compete

intangibles, acquired intangibles, goodwill, and accounts payable. The portion of the purchase price that is allocated to the

non-compete

is not considered part of the consideration transferred to acquire the business and is accounted for separately. The following table provides the allocation of the purchase price:


(in thousands)
Cash and cash equivalents	$	191
Accounts receivable		486
Inventory		155
Property and equipment		1,518
Non-compete intangibles		846
Acquired intangibles		43,549
Goodwill		13,738
Accounts payable		(274	)

Total purchase price, including non-compete intangibles	$	60,209

The acquired intangible assets include $4.0 million for the PCP brand and payor relationships amounting to $39.5 million. Total revenues attributable to the assets acquired in the PCP acquisition were approximately $12.8 million and $4.2 million for the three months ended June 30, 2021 and 2020, respectively, and $23.6 million and $12.6 million for the six months ended June 30, 2021 and 2020, respectively. Net income attributable to the assets acquired in the PCP acquisition was $5.1 million and $0.5 million for the three months ended June 30, 2021 and 2020, respectively, and $8.1 million and $3.7 million for the six months ended June 30, 2021 and 2020, respectively.

The net effect of acquisitions to the Company’s assets and liabilities and reconciliation of cash paid for net assets acquired for the six months ended June 30, 2021 and 2020, including amounts related to acquisitions not disclosed above, was as follows:


	Six Months Ended June 30,
(in thousands)	2021		2020
Assets Acquired
Accounts receivable	$	185	$	486
Other assets		2,601		433
Property and equipment		2,128		4,012
Goodwill		311,963		89,976
Intangibles		372,210		162,536

Total assets acquired		689,087		257,443

Liabilities Assumed
Due to sellers		295		16,288
Contingent consideration		9,600		—
Other liabilities		1,616		1,530

Total liabilities assumed		11,511		17,818

Net Assets Acquired		677,576		239,625
Issuance of Parent equity in connection with acquisitions		60,000		34,300

Acquisitions of subsidiaries, including non-compete intangibles, net of cash acquired	$	617,576	$	205,325

Pro forma information is not presented for all of the Company’s acquisitions during the three months and six months ended June 30, 2021 and 2020 as the information is unavailable for those businesses acquired. Historical financial results were impractical to obtain as those businesses did not prepare financial statements historically. The following unaudited pro forma financial information summarizes the combined results of operations for the Company and its acquisitions of University and HP, as if the companies were combined as of January 1, 2020:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Revenue	$	446,873	$	281,597	$	815,143	$	582,482

Net income (loss)	$	15,940	$	7,821	$	22,096	$	21,073