On June 8, 2021, the Company acquired 100% of the equity interests of IMC for total purchase consideration of $367.3 million, subject to final closing adjustments. The purchase consideration was comprised of the following (in thousands):


Cash consideration (1)	$	172,302
Share consideration (2)	$	155,347
Contingent consideration (3)	$	38,348
Other consideration (4)	$	1,271

(1)

Represents cash consideration inclusive of the payment of $79.8 million of IMC debt simultaneous with the Closing and the reimbursement of IMC seller transaction costs of $7.3 million.

(2)

Represent the issuance of 10,412,023 shares of Class A Common Stock, which shares were issued at a reference price of $10.00 per share, but the value of which was $14.92 per share, the closing price on the date of the IMC Acquisition.

(3)

Represents the fair value of equity-classified contingent consideration.

(4)

Represents the fair value of cash and equity purchase consideration held in escrow pending the finalization of final closing adjustments.

The IMC Acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired and liabilities assumed liabilities recorded at their estimated fair values as of the acquisition date.

As of June 30, 2021, we have not finalized the acquisition accounting related to the IMC Acquisition and these amounts represent preliminary values. The allocation of the purchase price may be modified up to one year from the acquisition date as more information is obtained about the fair value of assets acquired and liabilities assumed. The following table summarizes the purchase consideration and the preliminary fair value of the assets acquired and liabilities assumed (in thousands):




Cash	$	14,842
Accounts receivable		21,298
Other current assets		1,446
Property, plant & equipment		6,198
Intangible assets		34,121
Other assets		448
Accounts payable and accrued expenses		(8,793	)
Long-term debt		(197	)
Other long term liabilities		(1,898	)
Net assets acquired		67,465
Excess of consideration over net assets acquired		299,803
Total consideration	$	367,268

Goodwill represents the excess of the gross consideration transferred over the fair value of the underlying net assets acquired and liabilities assumed. The goodwill generated is attributable to the assembled workforce and the expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The amount allocated to goodwill and intangible assets is subject to final adjustment to reflect the final valuations. The goodwill recognized at June 30, 2021 that is expected to be deductible for income tax purposes is $299.8 million.

The fair value associated with definite-lived intangible assets was $34.1 million, comprised of $33.9 million in risk contracts and $263,000 in trademarks. The definite-lived intangible assets will be amortized ranging from one to six years.

The Company’s net revenues and loss before income taxes for the six months ended June 30, 2021 includes revenue of $17.0 million and a net loss before income taxes of $201,000 related to IMC.

On June 18, 2021, IMC completed the acquisition of 100% of the issued and outstanding equity interests of Senior Medical Associates, LLC, a Florida limited liability company (“SMA”), and Stallion Medical Management, LLC, a Florida limited liability company (“SMM” and together with SMA, the “SMA Entities”) (“the SMA Acquisition”). The purchase price consisted of cash consideration of $52.0 million, including a holdback of $2.5 million and equity consideration of 384,615 shares of Class A Common Stock valued at $5.0 million based on the June 18, 2021 closing price of $13.07, for total purchase consideration of $57.0 million.

The SMA Acquisition was recorded as a business combination under ASC 805 with identifiable assets acquired and liabilities assumed liabilities recorded at their estimated fair values as of the acquisition date.

As of June 30, 2021, we have not finalized the acquisition accounting related to the SMA Acquisition and these amounts represent preliminary values. The allocation of the purchase price may be modified up to one year from the acquisition date as more information is obtained about the fair value of assets acquired and liabilities assumed. The following table summarizes the consideration paid and the preliminary fair value of the assets acquired and liabilities assumed (in thousands):


Cash	$	73
Accounts receivable		1,830
Property, plant & equipment		178
Intangible Assets		8,824
Other assets		29
Accounts payable and accrued expenses		(178	)
Net Assets Acquired		10,756
Excess of Consideration over Net Assets Acquired		46,271
Total Consideration	$	57,027

Goodwill was recognized as the excess of the purchase price over the net identifiable assets recognized. The goodwill is primarily attributed to our assembled workforce. The expected growth and cost synergies and the expected contribution to the Company’s overall strategy. The goodwill recognized at June 30, 2021 that is expected to be deductible for income tax purposes is $46.3 million.

The Company incurred and expensed acquisition-related transaction costs of $149,000 related to the SMA Acquisition that were paid by the Company following the Business Combination.

The fair value associated with definite-lived intangible assets was $8.8 million, comprised of $8.7 million in risk contracts and $92,000 in tradenames. The definite-lived intangible assets will be amortized ranging from one to six years.

The Company’s net revenue and loss before income taxes for the six months ended June 30, 2021 includes revenues of $817,000 and income before taxes of $147,000 related to SMA.

During the six months ended June 30, 2021, we acquired 100% of one additional business. The acquisition was accounted for as a business combination and the overall impacts to our unaudited condensed consolidated financial

statements was not considered to be material. The fair value associated with definite-lived intangible assets from the acquisition was $157,000. The total fair value of consideration paid or payable on the acquisition was $375,000.

The following supplemental unaudited pro forma information represents the results of operations as if the Company had acquired IMC and SMA on January 1, 2020. Pro forma information is not presented for the Company’s other acquisitions as the information is either not available or is immaterial.


	For the six months ended
	June 30, 2021			June 30, 2020
(in thousands)
Net revenue	$	193,217		$	173,147
Net (loss) income	$	(13,936	)	$	6,569