v3.26.1
Business Acquisition
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Acquisition Business Acquisition
Nexus Medical
On September 11, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Nexus Merger Sub, LLC, a newly formed wholly owned subsidiary of the Company (“Merger Sub”), Nexus Medical, LLC, a Kansas limited liability company (“Nexus”), and Edward Kuklenski, as representative of Nexus’ members. The transaction contemplated by the Merger Agreement (the “Merger”) closed concurrently with the execution of the Merger Agreement. Pursuant to the Merger Agreement, Nexus merged with and into Merger Sub, with Nexus surviving the merger as a wholly owned subsidiary of the Company (the “Nexus Acquisition”). The total purchase price payable by the Company in the Merger was $27.0 million (subject to certain working capital and other adjustments), with up to an additional $20.0 million payable in contingent cash consideration based on the increase in net sales of certain Nexus product during the first three years following the Nexus Acquisition. The purchase price was funded by available cash on hand.
Nexus is a leading manufacturer of anti-reflux needleless connectors. Its proprietary TKO® technology is designed to support safer, more consistent nutrition and medication delivery in high-acuity settings, including Neonatal and Pediatric Intensive Care Units (NICUs and PICUs). We expect the Nexus Acquisition will enhance our Specialty Nutrition Systems (“SNS”) portfolio of products.
The accompanying condensed consolidated income statement includes $5.8 million of net sales from Nexus for the three months ended March 31, 2026. We incurred $0.9 million of costs in the three months ended March 31, 2026 in connection with the Nexus Acquisition, which are included in “Selling and general expenses” and “Other expense (income), net.”
Under the acquisition method of accounting for business combinations, the purchase price paid is allocated to the underlying net assets in proportion to their respective fair values. Any excess of the purchase price over the estimated fair values is recorded as goodwill. Fair values of assets acquired and liabilities assumed are being determined using discounted cash flow analyses and the fair value of the contingent consideration is being estimated using a Monte Carlo simulation. Assumptions supporting the estimated fair values are based on facts and circumstances that existed on the valuation date. Estimated fair values may be revised during a measurement period, not to exceed 12 months from the date of acquisition, as valuations are finalized or additional information is obtained about facts and circumstances that existed on the valuation date. While the purchase price allocation may be revised for conditions known at the time of sale for a period of one year following the transaction, we do not expect any revisions. The purchase price allocation is shown in the table below (in millions):
Current assets, net of liabilities assumed, excluding cash acquired$7.9 
Property, plant & equipment2.2 
Identifiable intangible assets
20.5 
Goodwill
13.7 
Contingent consideration(a)
(16.3)
Total$28.0 
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(a)The fair value of the contingent consideration was revalued as of March 31, 2026. See Note 6, “Fair Value Information” for further details.
The identifiable intangible assets relating to the Nexus Acquisition include the following (in millions, except years):
Identifiable Intangible Asset AmountWeighted Average Useful Lives (Years)
Customer relationships
$15.3 11
Patents3.4 9
Trade names & other
1.8 15
Total$20.5 
The following unaudited pro forma financial information is presented in the table below for the three months ended March 31, 2025 as if the Nexus Acquisition had occurred on January 1, 2025 (in millions except per share amounts):
Three Months Ended March 31, 2025
Net sales
$171.5 
Net Income6.5 
Earnings Per Share:
Basic$0.14 
Diluted$0.14 
The pro forma financial information has been adjusted to include the effects of the Nexus Acquisition, including acquisition-related costs, amortization of acquired intangibles and related tax effects. The pro-forma financial information is not necessarily indicative of the results of operations that would have been achieved.