Business Combination (Tables)
|
9 Months Ended |
Sep. 30, 2022 |
Business Combination and Asset Acquisition [Abstract] |
|
Schedule of Business Acquisitions, by Acquisition |
The total purchase consideration was comprised of the following (in thousands):
| | | | | | | | | Cash consideration for Antares shares outstanding as of May 24, 2022 | | $ | 956,886 | | Consideration for Antares equity compensation awards (a) | | 45,828 | | Consideration for seller transaction costs paid by Halozyme | | 22,906 | | Consideration related to Antares closing indebtedness settled by Halozyme | | 19,683 | | Cash consideration related to cash bonus awards paid by Halozyme | | 365 | | Total purchase consideration | | $ | 1,045,668 | |
(a) Consideration for Antares equity compensation awards consists of $32.2 million paid for vested equity awards as well as $13.6 million paid for the pre-combination portion of unvested equity awards that were accelerated as part of the Merger Agreement. The fair value of the unvested equity awards attributable to the post-combination period of $8.7 million is included in our condensed consolidated statements of income in Q2 2022 and the nine months ended September 30, 2022.
|
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
These preliminary estimates may be revised during the measurement period as third-party valuations are finalized, additional information becomes available, and as additional analyses are performed. These differences could change the value of the intangible assets acquired, the contingent liability assumed, and the tax impacts related to the acquisition and could have a material impact on our results of operations and financial position. | | | | | | | | | | | Amount (in thousands) | Total purchase consideration, net of $46,548 cash acquired | | $ | 999,120 | | Assets: | Short-term investments | | 498 | | Accounts receivable, net | | 82,160 | | Inventories, net | | 34,379 | | Prepaid expenses and other assets | | 5,241 | | Property and equipment, net | | 28,661 | | Intangibles, net | | 987,500 | | Liabilities: | Accounts Payable | | 7,197 | | Accrued expenses | | 33,705 | | Deferred revenue, current portion | | 2,509 | | Deferred revenue, net of current portion | | 1,207 | | Deferred tax liabilities, net | | 159,094 | | Other long-term liabilities | | 135,088 | | Net assets acquired, excluding goodwill | | $ | 799,639 | | Goodwill | | 199,481 | |
|
Schedule of Acquired Finite-Lived Intangible Assets by Major Class |
preliminary values are presented in the table below. | | | | | | | | | | | | | | | | | Amount (in thousands) | | Useful life (years) | Auto Injector technology platform | | $ | 372,900 | | | 7 | XYOSTED proprietary product | | 277,400 | | | 10 | TLANDO product rights | | 277,600 | | | 10 | ATRS-1902 (IPR&D) | | 59,600 | | | Indefinite | Estimated fair value of intangible assets acquired | | 987,500 | | | | | | | | | | | | | | | | | | |
|
Schedule of Acquired Indefinite-lived Intangible Assets by Major Class |
preliminary values are presented in the table below. | | | | | | | | | | | | | | | | | Amount (in thousands) | | Useful life (years) | Auto Injector technology platform | | $ | 372,900 | | | 7 | XYOSTED proprietary product | | 277,400 | | | 10 | TLANDO product rights | | 277,600 | | | 10 | ATRS-1902 (IPR&D) | | 59,600 | | | Indefinite | Estimated fair value of intangible assets acquired | | 987,500 | | | | | | | | | | | | | | | | | | |
|
Business Acquisition, Pro Forma Information |
The following unaudited pro forma financial information summarizes combined results of operations of Halozyme and Antares as if the companies had been combined as of the beginning of our fiscal year 2021. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | | 2022 | | 2021 | | 2022 | | 2021 | Total Revenues | | $ | 208,976 | | | $ | 164,021 | | | $ | 531,189 | | | $ | 476,559 | | Net income (loss) | | $ | 66,771 | | | $ | 198,280 | | | $ | 163,795 | | | $ | 221,426 | |
|