| Schedule of Contingent Consideration for Flexion Acquisition |
The total consideration for the Flexion Acquisition was $578.8 million, which consisted of the following (in thousands, except per share amounts): | | | | | | | | | | Fair Value of Purchase Price Consideration | | Amount | | Fair value of purchase consideration paid at closing: | | | Cash consideration for all outstanding shares of Flexion’s common stock (50,392 shares of common stock acquired at $8.50 per share) | | $ | 428,333 | | | Cash consideration paid to settle RSUs and in-the-money stock options | | 20,153 | | | | | | | | | Cash paid to settle Flexion debt | | 85,118 | | | | 533,604 | | | | | | Fair value of CVRs | | 45,241 | | | Total purchase consideration | | $ | 578,845 | |
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| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
The following tables set forth the allocation of the Flexion Acquisition purchase price to the estimated fair value of the net assets acquired at the acquisition date (in thousands): | | | | | | | | | | | | | | | | | | | | | | | Amounts Recognized at the Acquisition Date (as previously reported) (a) | | Measurement Period Adjustments (b) | | Amounts Recognized at the Acquisition Date
(as adjusted) | | ASSETS ACQUIRED | | | | | | | | Cash and cash equivalents | | $ | 113,562 | | | $ | — | | | $ | 113,562 | | | Short-term available-for-sale investments | | 11,153 | | | — | | | 11,153 | | | Accounts receivable | | 32,838 | | | — | | | 32,838 | | | Inventories | | 29,667 | | | — | | | 29,667 | | | Prepaid expenses and other assets | | 4,852 | | | — | | | 4,852 | | | Fixed assets | | 23,307 | | | — | | | 23,307 | | | Deferred tax assets | | 58,015 | | | (16,906) | | | 41,109 | | | Right-of-use assets | | 6,585 | | | — | | | 6,585 | | | Identifiable intangible assets | | 480,000 | | | — | | | 480,000 | | | IPR&D | | 61,000 | | | — | | | 61,000 | | | Total assets | | $ | 820,979 | | | $ | (16,906) | | | $ | 804,073 | | | LIABILITIES ASSUMED | | | | | | | | Accounts payable | | $ | 9,794 | | | $ | — | | | $ | 9,794 | | | Accrued expenses | | 22,746 | | | 1,162 | | | 23,908 | | | Deferred revenue | | 10,000 | | | — | | | 10,000 | | | Lease liabilities | | 6,585 | | | — | | | 6,585 | | | Other liabilities | | 1,187 | | | — | | | 1,187 | | | Long-term debt | | 201,450 | | | — | | | 201,450 | | | Total liabilities | | 251,762 | | | 1,162 | | | 252,924 | | | Total identifiable net assets acquired | | 569,217 | | | (18,068) | | | 551,149 | | | Goodwill | | 9,628 | | | 18,068 | | | 27,696 | | | Total consideration transferred | | $ | 578,845 | | | $ | — | | | $ | 578,845 | |
(a) As previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. (b) Represents the finalization of a tax study and pre-acquisition expenses that were paid by the Company in 2022, partially offset by the release of estimated reserves.
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| Schedule of Pro Forma Information |
This pro forma information does not purport to represent what the Company’s actual results would have been if the acquisition had occurred as of January 1, 2020, and is not indicative of what such results would be expected for any future period (in thousands, except per share amounts): | | | | | | | | | | | | | | | | | Year Ended December 31, | | | 2021 | | 2020 | | Total revenues | | $ | 630,942 | | | $ | 515,199 | | | Net loss | | (67,264) | | | (19,711) | | | Pro forma basic and diluted net loss per share | | $ | (1.52) | | | $ | (0.46) | | | | | | |
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