Acquisition (Tables)
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6 Months Ended |
Jun. 30, 2026 |
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| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
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| Schedule of Consideration Paid for Acquisition |
The fair value of the total consideration was approximately $706,253 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 | $ | 613,574 | | | Cash held in escrow related to indemnification and other settlements | 42,000 | | | Deferred payments and contingent consideration: | | | Fair value of contingent consideration | 38,525 | | | Other purchase consideration payable | 12,154 | | | Total purchase consideration | $ | 706,253 | |
The fair value of the total consideration, including finalization of the working capital adjustment, was approximately $306,104 consisting of the following: | | | | | | | 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 | 18,120 | | | Other deferred consideration | 7,000 | | | Fair value of contingent consideration | 4,096 | | | Total purchase consideration | $ | 306,104 | |
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| Schedule of Allocation of Acquisition Purchase Price |
The following tables set forth the preliminary allocation of the Azstarys Acquisition purchase price to the estimated fair value of the net assets acquired at the Azstarys Acquisition Date (in thousands): | | | | | | | Azstarys Acquisition Date Fair Value | | Assets Acquired | | | Cash and cash equivalents | $ | 171 | | | Accounts receivable | 58,468 | | | Inventory | 69,931 | | | Prepaid expenses and other current assets | 17,628 | | | Intangible assets | 635,000 | | | Other noncurrent assets | 5,795 | | | Total assets | $ | 786,993 | | | Liabilities Assumed | | | Accounts payable | $ | 2,096 | | | Accrued liabilities | 646 | | | Accrued rebates, returns and discounts | 81,285 | | | Deferred tax liabilities | 40,965 | | | Total liabilities | $ | 124,992 | | | Total identifiable net assets acquired | $ | 662,001 | | | Goodwill | 44,252 | | | Total consideration transferred | $ | 706,253 | |
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 Ironshore Acquisition Date, including all measurement period adjustments: | | | | | | | Ironshore Acquisition Date Fair Value | | Assets Acquired | | | Cash and cash equivalents | $ | 9,350 | | | Accounts receivable | 44,593 | | | Inventory | 17,155 | | | Prepaid expenses and other current assets | 8,620 | | | Property, plant and equipment, net | 541 | | | Intangible assets | 635,000 | | | Right-of-use assets | 800 | | | Deferred tax assets | 33,921 | | | Total assets | $ | 749,980 | | | Liabilities Assumed | | | Accounts payable | $ | 6,656 | | | Accrued liabilities | 73,437 | | | Accrued rebates, returns and discounts | 87,697 | | | Borrowings | 8,954 | | | Lease liabilities | 800 | | | Senior secured notes payable | 151,500 | | | Deferred royalty obligation | 116,900 | | | Deferred revenue | 10,000 | | | Total liabilities | $ | 455,944 | | | Total identifiable net assets acquired | $ | 294,036 | | | Goodwill | 12,068 | | | Total consideration transferred | $ | 306,104 | |
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| Schedule of Unaudited Pro Forma Summary of Operations |
The following table shows the unaudited pro forma summary of operations for the three and six months ended June 30, 2026 and 2025, as if the Azstarys Acquisition had occurred on January 1, 2025. The unaudited pro forma information is presented for informational purposes only and does not purport to represent what the Company’s actual results would have been had the acquisition occurred on January 1, 2025, nor is it indicative of future operating results (in thousands): | | | | | | | | | | | | | | | | | | | | | | Three Months Ended
June 30, | Six Months Ended
June 30, | | 2026 | | 2025 | 2026 | | 2025 | | Total Revenues | $ | 219,118 | | | $ | 213,970 | | $ | 437,226 | | | $ | 410,774 | | | Net Loss | (4,523) | | | (14,942) | | (9,443) | | | (58,191) | |
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| Schedule of Acquisition Related Expenses |
| | | | | | | | | | | | | Three Months Ended
June 30, | | Six Months Ended
June 30, | | 2026 | | 2026 | | Transaction costs | $ | 10,661 | | | $ | 14,455 | | | Integration consulting expenses | 8,424 | | | 8,424 | | | Employee-related expenses | 769 | | | 769 | | | Other acquisition expenses | 3,443 | | | 4,755 | | | Total acquisition-related expenses | $ | 23,297 | | | $ | 28,403 | |
| | | | | | | | | | | | | | | | | | | | | | Three Months Ended
June 30, | Six Months Ended
June 30, | | 2026 | | 2025 | 2026 | | 2025 | | Legal defense expenses for NSP arbitration acquired from Ironshore | $ | 772 | | | $ | 552 | | $ | 1,831 | | | $ | 552 | | | Employee-related expenses | — | | | — | | — | | | 515 | | | Transaction costs | — | | | — | | — | | | 38 | | | Other acquisition expenses | 17 | | | 383 | | 27 | | | 1,119 | | | Total acquisition-related expenses | $ | 789 | | | $ | 935 | | $ | 1,858 | | | $ | 2,224 | |
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