v3.26.1
Divestitures
6 Months Ended
Jun. 30, 2026
Discontinued Operations and Disposal Groups [Abstract]  
Divestitures
4.
Divestitures
Sale of Percocet and Endocet Businesses
On June 13, 2026, the Company entered into a purchase agreement with Par Health, Inc. (“Par Health”), pursuant to which the Company has agreed to sell its Percocet and Endocet businesses (the “Disposal Group”) to Par Health. Consideration for the transaction consists of an upfront purchase price of $25.0 million, subject to customary adjustments for cash, debt and working capital, and quarterly earnout payments payable in cash, related to the gross profit of the Disposal Group over a period of five years following the closing of the transaction. All closing conditions, including the termination of the waiting period under the Hart-Scott-Rodino Act, have been satisfied and the transaction closed on July 31, 2026. Following closing of the transaction and completion of related transition services, the Company will no longer market, manufacture or distribute opioid products.
The assets and liabilities of the Disposal Group were classified as held for sale in the Company’s Unaudited Condensed Consolidated Balance Sheet as of June 30, 2026. The Disposal Group did not qualify as discontinued operations as its divestiture does not have a major effect on the Company’s operations and financial results; accordingly, the results of the Disposal Group are presented in continuing operations for all periods through the closing of the transaction. Amortization of the long-lived assets ceased on the date the Disposal Group was classified as held for sale.
Impairment of the Disposal Group
The Company compared the carrying amount of the Disposal Group against the estimated fair value less costs to sell in order to determine if an impairment existed. The Company utilized an income approach based on a discounted cash flow (“DCF”) analysis to determine the estimated fair value of consideration to be received in exchange for the Disposal Group. The fair value measurement of the Disposal Group was determined on a nonrecurring basis and is classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs. The DCF analysis incorporated assumptions that market participants would use in estimating fair value, including projected future cash flows and a discount rate of 16%.
Based on the DCF analysis, the estimated fair value of the Disposal Group was determined to be $177.1 million, below its carrying amount of $359.0 million. As a result, the Company recorded a non-cash impairment charge, net of tax, of approximately $181.9 million to reduce the carrying amount of the Disposal Group to its estimated fair value. In accordance with ASC 360-10-35-28, the impairment charge was first applied to allocated goodwill and then to long-lived assets within the Disposal Group.
The following table summarizes the assets and liabilities of the Disposal Group that were classified as held for sale on the Unaudited Condensed Consolidated Balance Sheet as of June 30, 2026. As of December 31, 2025, the Company had no assets or liabilities related to divestiture activities that met the classification of held for sale.
June 30, 2026
Accounts receivable, net$2.4 
Inventories8.1 
   Intangible assets, net192.3 
     Assets held for sale$202.8 
Accounts payable$0.4 
Accrued and other current liabilities4.8 
Deferred tax liabilities20.5 
      Liabilities held for sale$25.7 
Upon the closing of the transaction, we expect to incur further losses as we intend to make an accounting policy election to apply the gain contingency model to the gross-profit based earnout. Accordingly, the Company will not recognize a contingent consideration receivable at closing for earnout amounts that are not realized or realizable as of the closing date and earnout payments will be recognized in earnings as additional consideration when the applicable contingency is resolved and the consideration becomes realized or realizable.
Transition Services Agreement
In connection with the divestiture of the Disposal Group, the Company entered into a transition services agreement (“TSA”) effective upon closing to provide certain business support services for up to 3 months after the closing date or a longer period for certain services. These services include, but are not limited to, information technology, procurement, distribution, logistics and order to delivery, compliance, accounting, finance, and administrative activities. Income associated with the TSA will be recorded within other income (expense), net, and expenses associated with servicing the TSA will be recorded within their natural expense classifications, respectively, on the Unaudited Condensed Consolidated Statements of Operations. Since the TSA is not yet in effect, there was no income or expense recorded related to the TSA during the three or six months ended June 30, 2026.
Par Health Separation
On November 10, 2025, the Company completed the separation (“Separation”) of its Generics and Sterile Injectables businesses into an independent, private company named Par Health. As a result of the Separation, the Company no longer retains any ownership interest in Par Health. For further information, refer to Note 6. Divestitures of the Notes to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data of the 2025 Form 10-K.
The financial results of Par Health are classified as discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, for all relevant periods presented. The following table summarizes the financial performance of Par Health for the three and six months ended June 27, 2025, which reflects the results of the Company’s former Generics business during this time period.
Major line items constituting income from discontinued operationsThree Months Ended
June 27, 2025
Six Months
Ended
June 27, 2025
Net sales$220.8 $433.5 
Cost of sales139.6 261.4 
Gross profit81.2 172.1 
Selling, general and administrative expenses32.5 66.5 
Research and development expenses5.6 10.8 
Combination, integration, and other related expenses2.6 2.6 
Operating income40.5 92.2 
Interest expense(0.2)(0.3)
Interest income2.1 3.8 
Other expense, net(0.7)(1.0)
Income from discontinued operations before income taxes41.7 94.7 
Provision for income taxes8.9 14.5 
Income from discontinued operations, net of tax (1)$32.8 $80.2 
(1) Results exclude income from discontinued operations, net of tax, of $0.1 million and $0.3 million for the three and six months ended June 27, 2025, respectively, related to the Company’s prior divestiture of its Nuclear Imaging business.
In connection with the Separation, the Company entered into a transition services agreement to provide and receive certain services following the separation (the “Par Health TSA”). Income under the Par Health TSA was $2.6 million and $5.7 million during the three and six months ended June 30, 2026, respectively. As of June 30, 2026, under the provisions of these certain agreements, the Company was owed approximately $1.2 million from Par Health and the Company owed approximately $10.5 million to Par Health, which primarily reflect amounts owed between the parties for certain pass-through costs paid or received by one party on behalf of the other party.
Therakos Divestiture
On November 29, 2024, the Company completed the divestiture of its Therakos business (“Therakos Divestiture”). The Company recorded $6.2 million for the final working capital settlement for the Therakos Divestiture during the six months ended June 27, 2025. In connection with the Therakos Divestiture, the Company entered into a transition services agreement (the “Therakos TSA”) effective upon closing to provide certain business support services generally for up to 18 months after the closing date or a longer period for certain services. Income under the Therakos TSA was $0.2 million and $0.6 million for the three and six months ended June 30, 2026, respectively, compared to $2.2 million and $5.2 million for the three and six months ended June 27, 2025, respectively. For further information, refer to Note 6. Divestitures of the Notes to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data of the 2025 Form 10-K.