Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of recognized identified assets acquired and liabilities assumed

The following preliminary purchase price allocation table presents the Company's preliminary estimates of the fair value of assets acquired and liabilities assumed as of the Adamas Closing Date (dollars in thousands):


	Amount (in thousands)
Cash and cash equivalents	$	90,064
Accounts receivable	11,156
Inventories	20,200
Prepaid expenses and other current assets	5,077
Property and equipment	1,254
Intangibles	450,100
Other assets (1)	6,442
Total fair value of assets acquired	584,293
Accounts payable	(4,592)
Accrued expenses and other current liabilities (1)	(8,014)
Current debt	(138,315)
Operating lease liability, long-term (1)	(5,224)
Deferred income tax liabilities, net (2)	(56,588)
Total fair value of liabilities assumed	(212,733)
Total identifiable net assets	371,560
Goodwill	39,553
Total purchase price	$	411,113

Cash consideration paid	$	400,806
Fair value of contingent consideration	10,307
Total purchase price	$	411,113

(1) Acquired operating lease asset was $6.4 million and corresponding assumed operating lease liability was $7.2 million. Refer to Note 12, Leases, for further discussion of the acquired lease asset and assumed lease liability.

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

The following table presents the total purchase price and the fair value of the assets acquired and liabilities assumed as of the USWM Closing Date (dollars in thousands):


			Fair Value
Cash and cash equivalents			6,994
Accounts receivable, net			18,474
Inventories, net			11,600
Prepaid expenses and other current assets			3,564
Property and equipment, net			454
Operating lease asset (1)			11,029
Intangible assets			355,000
Other assets			340
Total fair value of assets acquired			407,455
Accounts payable			(2,573)
Accrued expenses and other current liabilities			(23,339)
Operating lease liability (1)			(11,029)
Deferred income tax liabilities, net (2)			(67,192)
Total fair value of liabilities assumed			(104,133)
Total identifiable net assets			303,322
Goodwill			77,963
Total purchase price			381,285

(1) Refer to Note 12, Leases, for further discussion of the acquired lease asset and assumed lease liability.

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

Finite-lived and indefinite-lived intangible assets acquired as part of business combination

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


	Estimated Fair Value		Estimated Useful Life as of Closing Date (in years)
Acquired developed technology and property rights	$	450,100	3.1 - 8.1

The following table summarizes the purchase price allocation, and the 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	$	124,000	n/a
Acquired Developed Technology and Product Rights	231,000		10.5 - 12.5
Total intangible assets	$	355,000

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 Adamas Acquisition had occurred on January 1, 2020 (dollars in thousands):


	Year Ended December 31,
	2021		2020
	(unaudited)
Pro forma total revenues	$	663,729	$	594,858
Pro forma net loss	$	(28,040)	$	(16,186)

The following table summarizes the total revenues for MDD Enterprises (dollars in thousands):


	December 31,
	2021		2020
Net product sales	$	132,134	$	90,985

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):


	December 31,
	2020		2019
	(unaudited)
Pro forma total revenues	$	583,657	$	542,807
Pro forma net earnings	133,423		110,842

Purchase price consideration


	Amount
Cash consideration	$	306,485
Fair value of contingent consideration	74,800
Total purchase consideration	$	381,285

Cash consideration to Seller - net of cash acquired	$	299,491