v3.22.2.2
FLEXION ACQUISITION (Tables)
9 Months Ended
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of recognized identified assets acquired and liabilities assumed
The Company is finalizing its valuation of certain tax accounts, and anticipates finalizing the purchase price allocation as the information necessary to complete the analyses is obtained, but no later than one year after the acquisition date. The following table sets forth the preliminary 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 investments11,153 — 11,153 
Accounts receivable32,838 — 32,838 
Inventories 29,667 — 29,667 
Prepaid expenses and other assets4,852 — 4,852 
Fixed assets 23,307 — 23,307 
Deferred tax assets58,015 (10,970)47,045 
Right-of-use assets6,585 — 6,585 
Identifiable intangible assets 480,000 — 480,000 
In-process research and development (IPR&D) 61,000 — 61,000 
Total assets$820,979 $(10,970)$810,009 
LIABILITIES ASSUMED
Accounts payable$9,794 $— $9,794 
Accrued expenses22,746 1,216 23,962 
Deferred revenue10,000 — 10,000 
Lease liabilities6,585 — 6,585 
Other liabilities1,187 — 1,187 
Long-term debt201,450 — 201,450 
Total liabilities251,762 1,216 252,978 
Total identifiable net assets acquired569,217 (12,186)557,031 
Goodwill 9,628 12,186 21,814 
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.
Unaudited pro forma summary of operations This pro forma information does not purport to represent what the Company’s actual results would have been if the Flexion 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):
Three Months Ended
September 30, 2021
Nine Months Ended
September 30, 2021
Total revenues$149,048 $456,429 
Net loss$(10,763)$(31,250)
Pro forma basic and diluted net loss per share$(0.24)$(0.71)