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BUSINESS COMBINATION | 6 Months Ended
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Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
BUSINESS COMBINATION | BUSINESS COMBINATION On September 16, 2024, the Company completed the previously announced acquisition (the “Acquisition” or the “Merger”) of Alimera Sciences, Inc., a Delaware corporation (“Alimera”) pursuant to the terms of the Agreement and Plan of Merger, dated as of June 21, 2024 (the “Merger Agreement”), by and among the Company, Alimera and ANIP Merger Sub INC., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into Alimera, with Alimera surviving the Merger as a wholly owned subsidiary of the Company. At the effective time of the Merger, each share of common stock, par value $0.01 per share, of Alimera (the “Alimera Common Stock”) outstanding, including each Alimera RSA (as defined below), but excluding any treasury shares or shares owned by the Company, Merger Subs or any other subsidiary of the Company or Alimera, was canceled and ceased to exist and was converted into the right to receive (i) $5.50 in cash (“Closing Cash Consideration”), and (ii) one contingent value right (a “CVR”), which represents the right to receive milestone payments subject to the te rms and conditions set forth and as further described in the CVR Agreement entered into on September 16, 2024 (collectively, the “Merger Consideration”). In addition to the amounts payable to the holders thereof in connection with the Closing, all of the outstanding awards of restricted stock with respect to shares of Alimera Common Stock (each, an “Alimera RSA”), each Alimera Performance Stock Unit (“Alimera PSU”), each Alimera Restricted Stock Unit (“Alimera RSU”) and each Alimera Warrant that were outstanding immediately prior to the Effective Time were automatically canceled and converted into the right to receive one (1) CVR per share of Alimera Common Stock then underlying the applicable instrument. Each stock option previously granted by Alimera to purchase Alimera Common Stock (each, an “Alimera Option”) that was outstanding and unexercised as of the Effective Time and which had a per share exercise price that was less than the Closing Cash Consideration was, in addition to the amounts payable to the holders thereof in connection with the Closing, automatically canceled and converted into the right to receive one (1) CVR per share of Alimera Common Stock then underlying such Alimera Option. No other Alimera Options were cancelled and converted into the right to receive a CVR, provided that each Alimera Option with a per share exercise price greater than or equal to the Closing Cash Consideration but less than the Total Consideration (as defined in the Merger Agreement) may receive a payment in connection with the payout of the CVRs (if any). This acquisition was accounted for as a business combination. Purchase consideration consisted of the following:
(In thousands, except share price and exchange ratio) |  | Purchase Consideration
Alimera common shares outstanding |  | 53,971 |
Alimera warrants outstanding after exercise |  | 989 |
Alimera common shares and warrants outstanding |  | 54,960 |
Cash consideration per share |  | $ | 5.50 |
Cash consideration for Alimera Common Stock |  | $ | 302,280 |
Repayment of Alimera Debt |  | 78,540 |
Payment of Alimera transaction costs |  | 20,172 |
Cash settlement for pre-acquisition equity awards |  | 9,535 |
Fair value of CVRs |  | 8,322 |
Total Merger Consideration |  | $ | 418,849 |
The cash payment was funded through the New Credit Facility, see Note 6 “New Credit Agreement” to the notes to the condensed consolidated financial statements (unaudited) for further details, and also cash on hand from the Company's balance sheet. As part of the purchase consideration the Company paid approximately $78.5 million for the repayment of the outstanding term loan Alimera had with SLR Investment Corp., including interest payable, prepayment and end of term fees. Furthermore, the Company repaid $20.2 million of transaction costs incurred by Alimera. In accordance with the terms of the Merger Agreement, the Company settled all outstanding equity awards held by Alimera employees, for a total cash amount of $19.3 million, of which, $1.3 million was paid in cash at the close of the Merger. Of the $19.3 million, $9.5 million was determined to be related to the pre-Merger services provided and as a result was allocated to the purchase consideration transferred. The remaining amounts were attributed to the post-Merger period and deemed to be for the benefit of A NI the Company. As a result, $8.8 million was recognized as selling, general, and administrative and $1.0 million as research and development expense, respectively, for the year ended December 31, 2024. The CVRs represent a form of contingent consideration and are included as part of the purchase consideration transferred. The CVRs represent the right to future cash payments for the former Alimera shareholders based on certain 2026 and 2027 revenue targets. Management determined the contingent consideration to be liability classified and will measure the liability at fair value each rep orting period. The fair value of the CVRs have been estimated using a monte carlo simulation under an option pricing framework, $8.3 million of the total $8.7 million was related to the pre-combination period and recognized as consideration transferred. The remaining $0.4 million of the fair value of the CVR was allocated to post-merger period and recognized as selling, general, and administrative for the year ended December 31, 2024. T he CVRs have been remeasured to fair value as of June 30, 2025, see Note 16 “Fair Value” in the notes to the condensed consolidated financial statements (unaudited). The preliminary purchase price allocation, measurement period adjustments, and updated purchase price allocation of the fair value of the Alimera acquisition is shown in the table below. The allocation of the fair value will be finalized when the valuation is completed, and the differences will be trued up for the final allocated amounts.
(in thousands) |  | Preliminary Purchase Price Allocation | Measurement Period Adjustment | Purchase Price Allocation
Cash and cash equivalents |  | $ | 9,247 |  | $ | — |  | $ | 9,247 |
Accounts receivable |  | 38,605 |  | 175 |  | 38,780 |
Prepaid expenses and other assets |  | 2,618 |  | — |  | 2,618 |
Inventories |  | 19,457 |  | (1,559) |  | 17,898 |
Property and equipment |  | 3,086 |  | — |  | 3,086 |
Intangible assets |  | 400,000 |  | — |  | 400,000 |
Deferred tax asset, net of deferred tax liabilities and valuation allowance |  | 198 |  | (84) |  | 114 |
Derivative and other non-current assets |  | 1,224 |  | — |  | 1,224 |
Total assets |  | $ | 474,435 |  | $ | (1,468) |  | $ | 472,967 |
Accounts payable |  | $ | 8,001 |  | $ | — |  | $ | 8,001 |
Accrued expenses and other |  | 11,396 |  | 856 |  | 12,252 |
Accrued government rebates |  | — |  | 385 |  | 385 |
Returned goods reserve |  | 3,095 |  | (2,600) |  | 495 |
Current accrued licensor payment |  | 3,684 |  | — |  | 3,684 |
Accrued licensor payment, net of current |  | 21,316 |  | — |  | 21,316 |
Deferred tax liability |  | 37,932 |  | — |  | 37,932 |
Other non-current liabilities |  | 2,364 |  | — |  | 2,364 |
Total liabilities |  | $ | 87,788 |  | $ | (1,359) |  | $ | 86,429 |
Total fair value of consideration transferred |  | $ | 418,849 |  | $ | — |  | $ | 418,849 |
Less: fair value of net acquired identifiable assets and liabilities |  | 386,647 |  | (109) |  | 386,538 |
Goodwill |  | $ | 32,202 |  | $ | 109 |  | $ | 32,311 |
The net assets were recorded at their estimated fair value. In valuing acquired assets and liabilities, fair value estimates were based primarily on future expected cash flows, market rate assumptions for contractual obligations, and appropriate discount rates. During the three and six months ended June 30, 2025, the Company updated certain amounts above based upon information that was not known to the Company at the acquisition date. The Company determined that the adjustments would be considered measurement period adjustments under the accounting guidance. The Company recorded a net increase to goodwill of approximately $109.0 thousand, as a result of the adjustments identified in the table above, since the acquisition date through June 30, 2025. The fair value of finished goods inventory utilizes a sales comparison approach which estimates the selling price of the inventory in completed condition less costs of disposal and a reasonable profit allowance for the selling effort. As part of the Merger, the Company acquired the product rights to ILUVIEN and YUTIQ. The fair value of the acquired intangible assets was determined using an income approach, and more specifically, the multi-period excess earnings methodology. The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of identifiable intangible assets acquired and their remaining amortization period (in years):
(in thousands) | Fair Value |  | Amortization Period
ILUVIEN | $ | 230,000 |  |  | 12
YUTIQ | $ | 170,000 |  |  | 12
During the second quarter of 2025, the Company transitioned promotional efforts in the U.S. from YUTIQ to ILUVIEN with its combined label of DME and NIU-PS, and as result the Company combined the ILUVIEN and YUTIQ intangible assets. The Company concluded that there were no changes to expected future cash flows for the combined ILUVIEN definite-lived intangible asset. The fair value of the definite-lived intangible asset was not below its carrying value as of June 30, 2025. The estimated deferred tax liability, recognized based on the estimated tax impact of the differences between the financial reporting and tax bases of the assets and liabilities acquired, is included in Deferred tax assets, net of deferred tax liabilities and valuation allowance in the unaudited condensed consolidated balance sheet as of June 30, 2025. Goodwill is calculated as the difference between the fair value of the preliminary aggregate purchase consideration and the values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed. Goodwill represents the workforce acquired, as well as future operating efficiencies and cost savings. The actual amount of goodwill will depend upon the final determination of the fair value of the assets acquired and liabilities assumed and may differ materially from this preliminary determination. Goodwill established as a result of the acquisition is tax deductible in the U.S. Transaction Costs In conjunction with the acquisition, the Company incurred approximately $0.2 million and $1.1 million of transaction and integration costs during the three and six months ended June 30, 2025, respectively, all of which were recognized as selling, general, and administrative expense in the unaudited condensed consolidated statement of operations. The Company incurred approximately $3.5 million of transaction costs during the three and six months ended June 30, 2024.

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