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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2024

Ironshore acquisition

Acquisitions

Schedule of consideration paid for acquisition

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

Schedule of allocation of acquisition purchase price

The following tables set forth the final allocation of the Ironshore Acquisition purchase price to the estimated fair value of the net assets acquired at the Acquisition Date:

​

​	​	​	​
​	​	Amounts Recognized at the Acquisition Date
Assets Acquired	​	​	​
Cash and cash equivalents	​	$	9,350
Accounts receivable	​	​	44,601
Inventory	​	​	17,155
Prepaid expenses and other current assets	​	​	8,671
Property, plant and equipment, net	​	​	541
Intangible assets	​	​	635,000
Right-of-use assets	​	​	800
Deferred tax assets	​	​	44,960
Total assets	​	$	761,078
Liabilities Assumed	​	​	​
Accounts payable	​	$	6,656
Accrued liabilities	​	​	73,880
Accrued rebates, returns and discounts	​	​	110,924
Borrowings	​	​	8,954
Lease liabilities	​	​	800
Senior secured notes payable	​	​	151,500
Deferred royalty obligation	​	​	116,900
Deferred revenue	​	​	10,000
Total liabilities	​	$	479,614
Total identifiable net assets acquired	​	​	281,464
Goodwill	​	​	28,476
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 twelve months ended December 31, 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):

​

​	​	​	​	​	​
​	Years Ended December 31,
​	2024		​	2023
Total revenues	$	694,874	​	$	645,353
Net loss	$	(15,798)	​	$	(104,139)

Schedule of acquisition related expenses

​

​	​	​
​	Year Ended December 31, 2024
Employee-related expenses	$	10,360
Transaction costs	​	9,046
Ironshore directors and officers insurance	​	1,090
Other acquisition expenses	​	3,833
Total acquisition related expenses	$	24,329

BDSI Acquisition

Acquisitions

Schedule of consideration paid for acquisition

The total consideration paid for the BDSI acquisition was approximately $669,431 consisting of the following (in thousands, except per share amounts):

​

​	​	​
Fair Value of Purchase Price Consideration	Amount
Fair value of purchase price consideration paid at closing:	​	​
Cash consideration for all outstanding shares of BDSI's common and preferred stock (103,235,298 shares acquired at $5.60 per share)	$	578,118
Cash consideration paid to settle RSUs and in-the-money options	​	28,309
Cash paid to settle BDSI debt	​	63,004
Total purchase consideration	$	669,431

Schedule of allocation of acquisition purchase price

The following tables set forth the final allocation of the BDSI Acquisition purchase price to the estimated fair value of the net assets acquired at the BDSI Acquisition Date:

​

​	​	​	​
​	​	Amounts Recognized at the BDSI Acquisition Date
Assets Acquired	​	​	​
Cash and cash equivalents	​	$	97,362
Accounts receivable	​	​	55,495
Inventory	​	​	77,382
Prepaid expenses and other current assets	​	​	6,125
Property and equipment	​	​	1,242
Operating lease assets	​	​	481
Intangible assets	​	​	435,000
Total assets	​	$	673,087
Liabilities Assumed	​	​	​
Accounts payable	​	$	12
Accrued liabilities	​	​	18,249
Accrued rebates, returns and discounts	​	​	56,261
Operating lease liabilities	​	​	481
Deferred tax liabilities	​	​	62,510
Total liabilities	​	$	137,513
Total identifiable net assets acquired	​	​	535,574
Goodwill	​	​	133,857
Total consideration transferred	​	$	669,431

Schedule of Unaudited Pro Forma Summary of Operations

The following table shows the unaudited pro forma summary of operations for the years ended December 31, 2022, as if the BDSI Acquisition had occurred on January 1, 2021. 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, 2021, and is not indicative of what such results would be expected for any future period:

​

​	​	​
​	​	​
​	Year Ended December 31, 2022
Total revenues	$	493,284
Net income	$	8,674

Schedule of acquisition related expenses

​

​	​	​
​	Year Ended December 31, 2022
Transaction costs	$	14,718
Employee-related expenses	​	8,008
BDSI directors and officers insurance	​	4,492
Other acquisition expenses	​	4,079
Total acquisition related expenses	$	31,297

​

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