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Acquisition (Tables)

9 Months Ended

Sep. 30, 2024

Acquisition

Schedule of total consideration and preliminary allocation of the purchase price

The fair value of the total consideration was approximately $309,940 consisting of the following (in thousands):


Fair Value of Purchase Price Consideration	Amount
Fair value of purchase price consideration paid at closing:
Initial cash consideration	$	276,888
Deferred payments and contingent consideration:
Cash held in escrow related to indemnification and other settlements		21,956
Other deferred consideration		7,000
Fair value of contingent consideration		4,096
Total purchase consideration	$	309,940

The following tables set forth the preliminary allocation of the Ironshore 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
Assets Acquired
Cash and cash equivalents		$	9,350
Accounts receivable			44,411
Inventory			17,155
Prepaid expenses and other current assets			8,394
Property, plant and equipment, net			541
Intangible assets			635,000
Right-of-use assets			800
Deferred tax assets			29,592
Total assets		$	745,243
Liabilities Assumed
Accounts payable		$	6,675
Accrued liabilities			72,034
Accrued rebates, returns and discounts			79,103
Borrowings			8,954
Lease liabilities			800
Senior secured notes payable			151,500
Deferred royalty obligation			118,339
Deferred revenue			10,000
Total liabilities		$	447,405
Total identifiable net assets acquired			297,838
Goodwill			12,102
Total consideration transferred		$	309,940

Schedule of Unaudited Pro Forma Summary of Operations

The following table shows the unaudited pro forma summary of operations for the three and nine months ended September 30, 2024 and 2023, as if the Ironshore Acquisition had occurred on January 1, 2023. 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, 2023, and is not indicative of what such results would be expected for any future period (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Total revenues	$	178,899		$	157,805		$	512,925		$	474,725
Net income	$	(5,390)		$	(11,567)		$	(35,969)		$	(102,849)

Schedule of acquisition related expenses


	Three Months Ended September 30,
	2024
Employee-related expenses	$	8,443
Transaction costs		8,439
Ironshore directors and officers insurance		1,090
Other acquisition expenses		1,914
Total acquisition related expenses	$	19,886