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Acquisition
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisition Acquisition
On March 29, 2022 (the Acquisition Date), we completed the acquisition (the Apria Acquisition) of 100% of Apria Inc. (Apria) pursuant to the Agreement and Plan of Merger dated January 7, 2022, in exchange for approximately $1.7 billion, net of $144 million of cash acquired. The purchase was funded with a combination of debt and cash on hand. Apria is a leading provider of integrated home healthcare equipment and related services in the United States. This division is reported as part of the Patient Direct segment.
The following table presents the final fair value of the assets acquired and liabilities assumed recognized as of the Acquisition Date. The fair value and useful lives of tangible and intangible assets acquired were determined based on various valuation methods, including the income and cost approach, using several significant unobservable inputs including, but not limited to projected cash flows and a discount rate. These inputs are considered Level 3 inputs.
Fair Value as of Acquisition Date
Assets acquired:
Current assets$139,560 
Goodwill1,251,347 
Intangible assets315,300 
Other non-current assets354,237 
Total assets$2,060,444 
Liabilities assumed:
Current liabilities$247,276 
Noncurrent liabilities128,561 
Total liabilities375,837 
Fair value of net assets acquired, net of cash$1,684,607 

Current assets acquired include $88.7 million in fair value of receivables, which reflects the approximate amount contractually owed. We are amortizing the fair value of acquired intangible assets, primarily customer relationships, including payor and capitated relationships, and trade names over their estimated weighted average useful lives of one to 15 years.
Goodwill of $1.3 billion, which we assigned to our Patient Direct segment, consists largely of expected opportunities to expand into new markets and further develop a presence in the home healthcare business. Approximately $33 million of the goodwill is deductible for income tax purposes.
The following table provides pro forma results of net revenue and net loss for the three and nine months ended September 30, 2022 as if Apria was acquired on January 1, 2022, based on the final purchase price allocation. The pro forma results below are not necessarily indicative of the results that would have been if the acquisition had occurred on the dates indicated, nor are the pro forma results indicative of results which may occur in the future.
Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
Net revenue$2,497,401 $7,681,481 
Net income (loss)$6,422 $(38,031)
Pro forma net income of $6.4 million for the three months ended September 30, 2022 includes a pro forma adjustment for amortization of intangible assets of $6.1 million, net of tax. Pro forma net loss of $38.0 million for the nine months ended September 30, 2022 includes pro forma adjustments for interest expense of $15.4 million, net of tax and amortization of intangible assets of $9.1 million, net of tax. The pro forma net loss also includes $39.4 million in seller transaction expenses and stock compensation expense associated with $108 million owed to the holders of Apria stock awards in connection with the Apria Acquisition.
Acquisition-related charges within acquisition-related charges and intangible amortization presented in our consolidated statements of operations were $9.4 million and $6.9 million for the three months ended September 30, 2023 and 2022 and $11.9 million and $45.2 million for the nine months ended September 30, 2023 and 2022.