USWM Acquisition (Tables)

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table presents the Company’s preliminary estimates of the fair value of the assets acquired and liabilities assumed as of the Closing Date, and subsequent measurement period adjustments recorded during the third quarter of 2020 (dollars in thousands):

	As Initially Reported		Measurement Period Adjustments		As Adjusted
Cash and cash equivalents	$	6,994	$	—	$	6,994
Accounts receivable	18,474		—		18,474
Inventories	10,400		—		10,400
Prepaid expenses and other current assets	3,564		—		3,564
Property and equipment	454		—		454
Finance lease asset(1)	22,747		—		22,747
Intangible assets	387,000		—		387,000
Other assets	340		—		340
Total fair value of assets acquired	449,973		—		449,973
Accounts payable	(2,573)		—		(2,573)
Accrued expenses and other current liabilities	(23,339)		—		(23,339)
Finance lease liability(1)	(22,747)		—		(22,747)
Deferred income tax liabilities, net(2)	(69,515)		—		(69,515)
Total fair value of liabilities assumed	(118,174)		—		(118,174)
Total identifiable net assets	$	331,799	$	—	$	331,799
Goodwill	88,095		1,048		89,143
Total purchase price	$	419,894	$	1,048	$	420,942
Cash consideration to Seller(3)	$	297,200	$	1,048	$	298,248

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(1) Refer to Note 10 for further discussion of the acquired finance lease asset and assumed lease liability.

(2) Includes tax attributes that are subject to tax limitations.

(3) Represents total purchase price, less cash and cash equivalents acquired and contingent consideration liabilities, recorded at the Closing Date.

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The following table summarizes the preliminary purchase price allocation, and the preliminary average remaining useful lives for identifiable intangible assets (dollars in thousands):

	Estimated Fair Value		Estimated Useful Lives as of Closing Date (in years)
Acquired In-process Research & Development	$	150,000	n/a
Acquired Developed Technology and Product Rights	237,000		10.5 - 12.5
Total intangible assets	$	387,000

Business Acquisition, Pro Forma Information

The following table presents the unaudited pro forma combined financial information for each of the periods presented, as if the USWM Acquisition had occurred on January 1, 2019 (dollars in thousands):

	Three Months ended September 30,				Nine Months ended September 30,
	2020		2019		2020		2019
	(unaudited)				(unaudited)
Pro forma total revenues	$	155,135	$	140,791	$	440,100	$	401,332
Pro forma net earnings	39,984		31,599		102,226		76,540