Item 1. Financial Statements
Item 1. Financial Statements (Unaudited)
Lantheus Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except par value)
June 30,
2023 December 31,
2022
Assets
Current assets
Cash and cash equivalents $ 414,076 $ 415,652
Accounts receivable, net 256,277 213,397
Inventory 51,801 35,475
Other current assets 22,906 13,092
Assets held for sale 7,159 —
Total current assets 752,219 677,616
Property, plant and equipment, net 129,981 122,166
Intangibles, net 221,004 315,285
Goodwill 61,189 61,189
Deferred tax assets, net 134,201 110,647
Other long-term assets 39,126 34,355
Total assets $ 1,337,720 $ 1,321,258
Liabilities and stockholders’ equity
Current liabilities
Current portion of long-term debt and other borrowings $ 384 $ 354
Accounts payable 38,861 20,563
Short-term contingent liability — 99,700
Accrued expenses and other liabilities 114,798 127,084
Total current liabilities 154,043 247,701
Asset retirement obligations 22,729 22,543
Long-term debt, net and other borrowings 559,235 557,712
Other long-term liabilities 49,068 46,155
Total liabilities 785,075 874,111
Commitments and contingencies (See Note 18)
Stockholders’ equity
Preferred stock ($ 0.01 par value, 25,000 shares authorized; no shares issued and outstanding)
— —
Common stock ($ 0.01 par value, 250,000 shares authorized; 69,755 and 68,851 shares issued as of June 30, 2023 and December 31, 2022, respectively)
698 689
Additional paid-in capital 729,733 715,875
Treasury Stock at cost - 1,339 shares as of June 30, 2023 and December 31, 2022
( 75,000 ) ( 75,000 )
Accumulated deficit ( 101,834 ) ( 193,158 )
Accumulated other comprehensive loss ( 952 ) ( 1,259 )
Total stockholders’ equity 552,645 447,147
Total liabilities and stockholders’ equity $ 1,337,720 $ 1,321,258
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
Table of Contents
Lantheus Holdings, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share data)
Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Revenues $ 321,700 $ 223,723 $ 622,484 $ 432,603
Cost of goods sold 119,053 85,694 342,761 165,504
Gross profit 202,647 138,029 279,723 267,099
Operating expenses
Sales and marketing 36,456 27,492 69,073 47,846
General and administrative 26,151 32,598 49,422 70,186
Research and development 15,901 14,735 46,433 26,938
Total operating expenses 78,508 74,825 164,928 144,970
Operating income 124,139 63,204 114,795 122,129
Interest expense 4,933 1,469 9,924 2,978
Other income ( 4,482 ) ( 310 ) ( 7,713 ) ( 795 )
Income before income taxes 123,688 62,045 112,584 119,946
Income tax expense 29,557 18,987 21,260 33,926
Net income $ 94,131 $ 43,058 $ 91,324 $ 86,020
Net income per common share:
Basic $ 1.38 $ 0.63 $ 1.34 $ 1.26
Diluted $ 1.33 $ 0.61 $ 1.31 $ 1.22
Weighted-average common shares outstanding:
Basic 68,371 68,674 68,062 68,343
Diluted 71,014 70,796 69,957 70,412
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Table of Contents
Lantheus Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(in thousands)
Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Net income $ 94,131 $ 43,058 $ 91,324 $ 86,020
Other comprehensive income:
Foreign currency translation 426 ( 224 ) 307 ( 84 )
Unrealized gain on cash flow hedges, net of tax — 637 — 2,893
Total other comprehensive income 426 413 307 2,809
Comprehensive income $ 94,557 $ 43,471 $ 91,631 $ 88,829
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Table of Contents
Lantheus Holdings, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
(in thousands)
Six Months Ended June 30, 2023
Common Stock Treasury Stock Additional
Paid-In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Stockholders’
Equity
Shares Amount Shares Amount
Balance, January 1, 2023 68,851 $ 689 1,339 $ ( 75,000 ) $ 715,875 $ ( 193,158 ) $ ( 1,259 ) $ 447,147
Net loss — — — — — ( 2,807 ) — ( 2,807 )
Other comprehensive loss — — — — — — ( 119 ) ( 119 )
Stock option exercises and employee stock plan purchases 120 1 — — 2,781 — — 2,782
Vesting of restricted stock awards and units 813 8 — — ( 8 ) — — —
Shares withheld to cover taxes ( 154 ) ( 2 ) — — ( 11,152 ) — — ( 11,154 )
Stock-based compensation — — — — 9,667 — — 9,667
Balance, March 31, 2023 69,630 $ 696 1,339 $ ( 75,000 ) $ 717,163 $ ( 195,965 ) $ ( 1,378 ) $ 445,516
Net income — — — — — 94,131 — 94,131
Other comprehensive income — — — — — — 426 426
Stock option exercises and employee stock plan purchases 73 1 — — 1,346 — — 1,347
Vesting of restricted stock awards and units 68 1 — — ( 1 ) — — —
Shares withheld to cover taxes ( 16 ) — — — ( 1,467 ) — — ( 1,467 )
Stock-based compensation — — — — 12,692 — — 12,692
Balance, June 30, 2023 69,755 $ 698 1,339 $ ( 75,000 ) $ 729,733 $ ( 101,834 ) $ ( 952 ) $ 552,645
Six Months Ended June 30, 2022
Common Stock Treasury Stock Additional
Paid-In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Income Total
Stockholders’
Equity
Shares Amount Shares Amount
Balance, January 1, 2022 67,739 $ 677 — $ — $ 685,472 $ ( 221,225 ) $ ( 485 ) $ 464,439
Net income — — — — — 42,962 — 42,962
Other comprehensive income — — — — — — 2,396 2,396
Stock option exercises and employee stock plan purchases 296 3 — — 5,931 — — 5,934
Vesting of restricted stock awards and units 645 7 — — ( 7 ) — — —
Shares withheld to cover taxes ( 110 ) ( 1 ) — — ( 5,503 ) — — ( 5,504 )
Stock-based compensation — — — — 5,623 — — 5,623
Balance, March 31, 2022 68,570 $ 686 — $ — $ 691,516 $ ( 178,263 ) $ 1,911 $ 515,850
Net income — — — — — 43,058 — 43,058
Other comprehensive income — — — — — — 413 413
Stock option exercises and employee stock plan purchases 61 1 — — 1,422 — — 1,423
Vesting of restricted stock awards and units 108 1 — — ( 1 ) — — —
Shares withheld to cover taxes ( 13 ) ( 1 ) — — ( 823 ) — — ( 824 )
Stock-based compensation — — — — 7,412 — — 7,412
Balance, June 30, 2022 68,726 $ 687 — $ — $ 699,526 $ ( 135,205 ) $ 2,324 $ 567,332
4
Table of Contents
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
Lantheus Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Six Months Ended
June 30,
2023 2022
Operating activities
Net income $ 91,324 $ 86,020
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation, amortization and accretion 30,375 23,893
Impairment of long-lived assets 138,050 —
Asset retirement obligation acceleration — 500
Amortization of debt related costs 2,155 491
Changes in fair value of contingent assets and liabilities ( 8,975 ) 26,900
Provision for excess and obsolete inventory 3,179 3,185
Stock-based compensation 22,359 13,035
Deferred taxes ( 39,616 ) 6,598
Long-term indemnification receivable ( 327 ) ( 793 )
Long-term income tax payable and other long-term liabilities 1,386 1,154
Other 1,735 2,172
(Decreases) increases in cash from operating assets and liabilities:
Accounts receivable ( 39,078 ) ( 100,994 )
Inventory ( 19,255 ) ( 2,013 )
Other current assets ( 9,260 ) 744
Other long-term assets — ( 533 )
Accounts payable 14,186 ( 861 )
Accrued expenses and other liabilities ( 112,004 ) 23,363
Net cash provided by operating activities 76,234 82,861
Investing activities
Capital expenditures ( 19,865 ) ( 7,533 )
Proceeds from sale of assets, net — 1,800
Acquisition of assets, net ( 45,345 ) —
Net cash used in investing activities ( 65,210 ) ( 5,733 )
Financing activities
Payments on long-term debt and other borrowings ( 528 ) ( 5,219 )
Contingent value rights settlement ( 3,700 ) —
Proceeds from stock option exercises 3,189 6,780
Proceeds from issuance of common stock 940 577
Payments for minimum statutory tax withholding related to net share settlement of equity awards ( 12,621 ) ( 6,328 )
Net cash used in financing activities ( 12,720 ) ( 4,190 )
Effect of foreign exchange rates on cash, cash equivalents and restricted cash 139 ( 19 )
Net (decrease) increase in cash, cash equivalents and restricted cash ( 1,557 ) 72,919
Cash, cash equivalents and restricted cash, beginning of period 417,241 100,651
Cash, cash equivalents and restricted cash, end of period $ 415,684 $ 173,570
6
Table of Contents
Lantheus Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (Continued)
(Unaudited)
(in thousands)
Six Months Ended
June 30,
2023 2022
Reconciliation to amounts within the condensed consolidated balance sheets
Cash and cash equivalents $ 414,076 $ 171,427
Restricted cash included in other long-term assets 1,608 2,143
Cash, cash equivalents and restricted cash at end of period $ 415,684 $ 173,570
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Table of Contents
Lantheus Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note Regarding Company References and Trademarks
Unless the context otherwise requires, references to the “Company” and “Lantheus” refer to Lantheus Holdings, Inc. and its direct and indirect wholly-owned subsidiaries; references to “Lantheus Holdings” refer to Lantheus Holdings, Inc. and not to any of its subsidiaries; references to “LMI” refer to Lantheus Medical Imaging, Inc., the direct subsidiary of Lantheus Holdings; references to “Cerveau,” “Lantheus Real Estate,” “Lantheus Two,” “Lantheus Three” and “Progenics” refer to Cerveau Technologies, Inc., Lantheus MI Real Estate, LLC, Lantheus Two, LLC, Lantheus Three, LLC and Progenics Pharmaceuticals, Inc., respectively, each a wholly-owned subsidiary of LMI, and references to “EXINI” refer to EXINI Diagnostics AB, a wholly-owned subsidiary of Progenics. Solely for convenience, the Company refers to trademarks, service marks and trade names without the TM, SM and ® symbols. Those references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent permitted under applicable law, its rights to its trademarks, service marks and trade names.
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Lantheus and have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all of the information and notes required by generally accepted accounting principles in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair statement have been included. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ended December 31, 2023 or any future period.
The condensed consolidated balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all the information and notes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities Exchange Commission (“SEC”) on February 23, 2023.
Progenics Acquisition
On June 19, 2020 (the “Closing Date”), pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of February 20, 2020 (the “Merger Agreement”), by and among Lantheus Holdings, Plato Merger Sub, Inc., a wholly-owned subsidiary of Lantheus Holdings (“Merger Sub”), and Progenics, Lantheus Holdings completed the acquisition of Progenics by means of a merger of Merger Sub with and into Progenics, with Progenics becoming an indirect subsidiary of Lantheus Holdings following the completion of such merger (the “Progenics Acquisition”).
In connection with the Progenics Acquisition, Lantheus Holdings issued 26,844,877 shares of Lantheus Holdings common stock and 86,630,633 contingent value rights (each a “CVR”) tied to the financial performance of PYLARIFY to former Progenics stockholders and option holders. Each CVR entitled its holder to receive a pro rata share of aggregate cash payments equal to 40 % of United States (“U.S.”) net sales generated by PYLARIFY in 2022 and 2023 in excess of $ 100.0 million and $ 150.0 million, respectively. The Company’s aggregate payments in respect of the CVRs, together with any other non-stock consideration treated as paid in connection with the Progenics Acquisition, was capped at 19.9 % of the total consideration the Company paid in the Progenics Acquisition. Based on the Company’s 2022 PYLARIFY net sales, the Company determined that the aggregate payment obligation under the CVRs was $ 99.6 million, which was the maximum amount payable. The Company paid out this amount in May 2023 in full satisfaction of the CVRs.
2. Summary of Significant Accounting Policies
Recent Accounting Pronouncements
The Company has not adopted any new accounting standards during the six months ended June 30, 2023.
8
Table of Contents
3. Revenue from Contracts with Customers
The following table summarizes revenue by revenue source as follows:
Three Months Ended
June 30, Six Months Ended
June 30,
Major Products/Service Lines (in thousands) 2023 2022 2023 2022
Product revenue, net (1)
$ 314,084 $ 217,782 $ 606,340 $ 397,791
License and royalty revenues (2)
7,616 5,941 16,144 34,812
Total revenues $ 321,700 $ 223,723 $ 622,484 $ 432,603
________________________________
(1) The Company’s product revenue includes PYLARIFY and DEFINITY among other products. This category represents the delivery of physical goods. The Company applies the same revenue recognition policies and judgments for all its principal products.
(2) The Company recognized $ 24.0 million license revenue in the first quarter of 2022 related to an agreement with Novartis Pharma AG.
The Company classifies its revenues into three product categories: Radiopharmaceutical Oncology, Precision Diagnostics, and Strategic Partnerships and Other Revenue. Radiopharmaceutical Oncology includes PYLARIFY and AZEDRA. Precision Diagnostics includes DEFINITY, TechneLite and other diagnostic imaging products. Strategic Partnerships and Other Revenue includes strategic partnerships and other arrangements related to other products of the Company, including our royalty revenue from our license of RELISTOR.
On January 31, 2022, the Company entered into a global settlement agreement with Novartis Pharma AG (“Novartis”), Advanced Accelerator Applications USA, Inc. (“AAA”), Endocyte, Inc. (“Endocyte”) and their affiliates (the “Novartis Agreement”) to settle certain disputes between the parties. Under the Novartis Agreement, Novartis agreed to make a lump sum payment to the Company, as well as to reimburse the Company for certain fees and expenses in connection with certain litigation, and the Company agreed to license certain intellectual property to Novartis. In addition, the Company agreed to supply PYLARIFY for clinical purposes at an arms-length value which will be recorded revenue in the future as product is provided. In accordance with the Company's ASC 606, Revenue from Contracts with Customers, assessment, Novartis is considered to be a customer. The Company determined that the $ 24.0 million that Novartis paid to the Company pursuant to the Novartis Agreement constituted a single element which was satisfied on the date of the execution of the Novartis Agreement. The Company determined that the license of intellectual property carried a fair value of $ 24.0 million. As such, the Company assigned the value of the license to be $ 24.0 million, which constitutes the entire transaction price and does not require further allocation. The Company determined that the $ 24.0 million represented the point at which Novartis, as the licensee, was able to use and benefit from the license and recognized revenue when the license was granted to Novartis upon execution of the Novartis Agreement. The Company recognized the $ 24.0 million fee as revenue on its consolidated statement of operations for the quarter ended March 31, 2022.
Revenue by product category on a net basis is as follows:
Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2023 2022 2023 2022
PYLARIFY $ 210,522 $ 130,232 $ 405,992 $ 223,009
Other radiopharmaceutical oncology 818 928 1,535 2,255
Total radiopharmaceutical oncology 211,340 131,160 407,527 225,264
DEFINITY 70,529 62,306 139,353 120,634
TechneLite 21,594 19,440 42,580 42,045
Other precision diagnostics 5,454 5,363 11,261 10,628
Total precision diagnostics 97,577 87,109 193,194 173,307
Strategic partnerships and other revenue 12,783 5,454 21,763 34,032
Total revenues $ 321,700 $ 223,723 $ 622,484 $ 432,603
The Company would be required to allocate a portion of its revenue received from commercial contracts to future reporting periods to the extent the Company had performance obligations that extended beyond one year. However, the Company’s performance obligations are typically part of contracts that have an original expected duration of one year or less. As such, the Company is not disclosing the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially satisfied) as of the end of the reporting period.
9
Table of Contents
4. Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability of fair value measurements, financial instruments are categorized based on a hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:
• Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
• Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
• Level 3 — Unobservable inputs that reflect a Company’s estimates about the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data.
The Company’s financial assets and liabilities measured at fair value on a recurring basis currently consist of money market funds and contingent consideration liabilities. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets.
The tables below present information about the Company’s assets and liabilities measured at fair value on a recurring basis:
June 30, 2023
(in thousands) Total Fair
Value Level 1 Level 2 Level 3
Assets:
Money market $ 302,605 $ 302,605 $ — $ —
Total assets $ 302,605 $ 302,605 $ — $ —
Liabilities:
Contingent consideration liabilities $ 3,000 $ — $ — $ 3,000
Total liabilities $ 3,000 $ — $ — $ 3,000
December 31, 2022
(in thousands) Total Fair
Value Level 1 Level 2 Level 3
Assets:
Money market $ 342,646 $ 342,646 $ — $ —
Total assets $ 342,646 $ 342,646 $ — $ —
Liabilities:
Contingent consideration liabilities $ 111,600 $ — $ — $ 111,600
Total liabilities $ 111,600 $ — $ — $ 111,600
During the three and six months ended June 30, 2023, there were no transfers into or out of Level 3.
As part of the Progenics Acquisition, the Company issued CVRs and recorded the fair value as part of consideration transferred. Each CVR entitled its holder to receive a pro rata share of aggregate cash payments equal to 40 % of U.S. net sales generated by PYLARIFY in 2022 and 2023 in excess of $ 100.0 million and $ 150.0 million, respectively, subject to a maximum cap. Refer to Note 1, “Basis of Presentation” for further details on the CVRs. Based on the U.S. net sales generated by PYLARIFY in 2022, the Company paid out the maximum amount payable under the CVRs from available cash in May 2023 in full satisfaction of the CVR obligation.
The Company also assumed contingent consideration liabilities related to a previous acquisition completed by Progenics in 2013 (“2013 Acquisition”). These contingent consideration liabilities include potential payments of up to $ 70.0 million if the Company attains certain net sales targets primarily for AZEDRA and 1095 (also known as 131 I-MIP-1095) and a $ 5.0 million 1095 commercialization milestone. Additionally, there is a potential payment of up to $ 10.0 million related to a 1404 commercialization
10
Table of Contents
milestone. The Company’s total potential payments related to the 2013 Acquisition are approximately $ 85.0 million. The Company considers the contingent consideration liabilities relating to the 2013 Acquisition each a Level 3 instrument (one with significant unobservable inputs) in the fair value hierarchy. The estimated fair value of these was determined based on probability adjusted discounted cash flows and Monte Carlo simulation models that included significant estimates and assumptions pertaining to commercialization events and sales targets. The most significant unobservable inputs with respect to 1095 and 1404 are the probabilities of achieving regulatory approval of those development projects and subsequent commercial success.
Significant changes in any of the probabilities of success, the probabilities as to the periods in which sales targets and milestones will be achieved, discount rates or underlying revenue forecasts would result in a significantly higher or lower fair value measurement. The Company records the contingent consideration liability at fair value with changes in estimated fair values recorded in general and administrative expenses in the condensed consolidated statements of operations. The Company can give no assurance that the actual amounts paid, if any, in connection with the contingent consideration liabilities, will be consistent with any recurring fair value estimate of such contingent consideration liabilities.
The following tables summarize quantitative information and assumptions pertaining to the fair value measurement of liabilities using Level 3 inputs at June 30, 2023.
Fair Value at Assumptions
(in thousands) June 30, 2023 December 31, 2022 Valuation Technique Unobservable Input June 30, 2023 December 31, 2022
Contingent consideration liability:
Net sales targets - PYLARIFY (CVRs) $ — $ 99,700 Probability adjusted discounted cash flow model
Period of expected milestone achievement and sales targets May 2023 2022 - 2023
Probability of success N/A 100 %
1095 commercialization milestone 1,700 1,700 Probability adjusted discounted cash flow model
Period of expected milestone achievement 2026 2026
Probability of success 40 % 40 %
Discount rate 4.1 % 3.8 %
Net sales targets - AZEDRA and 1095 1,300 10,200 Monte Carlo simulation
Probability of success and sales targets 40 % - 100 %
20 % - 100 %
Discount rate 16 % - 17 %
16 % - 17 %
Total $ 3,000 $ 111,600
For those financial instruments with significant Level 3 inputs, the following table summarizes the activities for the periods indicated:
11
Table of Contents
Financial Assets Financial Liabilities
(in thousands) Six Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Fair value, beginning of period $ — $ 9,300 $ 111,600 $ 86,200
Changes in fair value included in net (loss) income — ( 1,600 ) ( 8,975 ) 25,300
Cash payments — — ( 99,625 ) —
Fair value, end of period $ — $ 7,700 $ 3,000 $ 111,500
The change in fair value of the contingent financial liabilities resulted in a reduction of general and administrative expense of $ 8.9 million for the six months ended June 30, 2023 and was primarily due to changes in revenue forecasts and the passage of time (excluding the CVRs). The Company made the applicable cash payment related to the CVRs in May 2023.
5. Income Taxes
The Company calculates income taxes at the end of each reporting period based on the estimated effective tax rate for the full year, adjusted for any discrete events which are recorded in the period they occur. Cumulative adjustments to the tax provision are recorded in the reporting period in which a change in the estimated annual effective tax rate is determined. The Company’s income tax expense is presented below:
Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2023 2022 2023 2022
Income tax expense $ 29,557 $ 18,987 $ 21,260 $ 33,926
The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realizability of deferred tax assets requires significant management judgment. In determining whether its deferred tax assets are realizable, the Company evaluated all available positive and negative evidence, and weighed the objective evidence and expected impact. The Company continues to retain immaterial valuation allowances against the net deferred tax assets of certain of its foreign subsidiaries.
In connection with the Company’s acquisition of the medical imaging business from Bristol-Myers Squibb (“BMS”) in 2008, the Company recorded a liability for uncertain tax positions related to the acquired business and simultaneously entered into a tax indemnification agreement with BMS under which BMS agreed to indemnify the Company for any payments made to settle those uncertain tax positions with the state taxing authorities. Accordingly, a long-term receivable is recorded to account for the expected value to the Company of future indemnification payments to be paid on behalf of the Company by BMS, net of actual tax benefits received by the Company. The tax indemnification receivable is recorded within other long-term assets.
In accordance with the Company’s accounting policy, the change in the tax liabilities, penalties and interest associated with these obligations (net of any offsetting federal or state benefit) is recognized within income tax expense. As these reserves change, adjustments are included in income tax expense while the offsetting adjustment is included in other income. Assuming that the remaining receivable from BMS continues to be considered recoverable by the Company, there will be no effect on net income and no net cash outflows related to these liabilities.
6. Inventory
Inventory consisted of the following:
(in thousands) June 30,
2023 December 31,
2022
Raw materials $ 25,312 $ 19,987
Work in process 11,403 8,234
Finished goods 15,086 7,254
Total inventory $ 51,801 $ 35,475
Inventory costs associated with products that have not yet received regulatory approval are capitalized if the Company believes there is probable future commercial use of the product and future economic benefit of the asset. If future commercial use of the
12
Table of Contents
product is not probable, then inventory costs associated with such product are expensed during the period the costs are incurred. The Company has no inventory pending regulatory approval as of June 30, 2023.
7. Property, Plant and Equipment, Net
Property, plant and equipment, net, consisted of the following:
(in thousands) June 30,
2023 December 31,
2022
Land $ 9,480 $ 13,450
Buildings 70,467 76,329
Machinery, equipment and fixtures 94,670 92,604
Computer software 26,373 25,864
Construction in progress 29,931 14,047
230,921 222,294
Less: accumulated depreciation and amortization ( 100,940 ) ( 100,128 )
Total property, plant and equipment, net $ 129,981 $ 122,166
Depreciation and amortization expense related to property, plant and equipment, net, was $ 3.3 million for the three months ended June 30, 2023 and 2022, respectively, and $ 6.7 million and $ 6.4 million for the six months ended June 30, 2023 and 2022, respectively.
During the three months ended June 30, 2023, as a result of a decline in expected future cash flows related to a certain asset group, the Company determined certain impairment triggers had occurred. The Company reviewed revised undiscounted cash flows that were estimated to be generated by the asset group as of June 30, 2023. Based on the undiscounted cash flow analysis, the Company determined that the asset group had net carrying values that exceeded their estimated undiscounted future cash flows. The Company then estimated the fair value of the asset group based on their discounted cash flows. The carrying value exceeded the fair value and as a result, the Company recorded a noncash impairment of $ 6.0 million for the six months ended June 30, 2023 in cost of goods sold in the condensed consolidated statements of operations.
Long-Lived Assets Held for Sale
During the first quarter of 2023, the Company committed to a plan to sell a portion of its land and buildings associated with its Billerica, Massachusetts campus. Effective March 16, 2023, the Company entered into a purchase and sale agreement (the “P&S”) with a prospective buyer. The assets were classified as held for sale and comprised entirely of property, plant and equipment, net. The Company determined that the fair value of the net assets being sold exceeded the carrying value as of June 30, 2023. The purchase price for the campus sale is $ 10.0 million in cash. The transaction is expected to close during the second half of 2023.
8. Accrued Expenses and Other Liabilities and Other Long-Term Liabilities
Accrued expenses and other liabilities and other long-term liabilities are comprised of the following:
(in thousands) June 30,
2023 December 31,
2022
Compensation and benefits $ 25,059 $ 30,425
Freight, distribution and operations 60,206 49,067
Accrued rebates, discounts and chargebacks 11,087 13,399
Accrued professional fees 7,288 8,668
Other 11,158 25,525
Total accrued expenses and other liabilities $ 114,798 $ 127,084
Operating lease liabilities (Note 16) $ 31,252 $ 25,442
Long-term contingent liability (Note 4) 3,000 11,900
Other long-term liabilities 14,816 8,813
Total other long-term liabilities $ 49,068 $ 46,155
13
Table of Contents
9. Asset Retirement Obligations
The Company considers its legal obligation to remediate its facilities upon a potential decommissioning of its radioactive-related operations as an asset retirement obligation. The Company has production facilities which manufacture and process radioactive materials at its North Billerica, Massachusetts and Somerset, New Jersey sites. As of June 30, 2023, the liability is measured at the present value of the obligation expected to be incurred and is approximately $ 25.1 million.
The following table provides a summary of the changes in the Company’s asset retirement obligations:
(in thousands) Amount
Balance at January 1, 2023 $ 22,543
Accretion expense 186
Balance at June 30, 2023 $ 22,729
The Company is required to provide the Massachusetts Department of Public Health and New Jersey Department of Environmental Protection financial assurance demonstrating the Company’s ability to fund the decommissioning of its North Billerica, Massachusetts and Somerset, New Jersey production facilities, respectively, upon closure. The Company has provided this financial assurance in the form of a $ 30.3 million surety bond.
10. Intangibles, Net
Intangibles, net, consisted of the following:
June 30, 2023
(in thousands) Useful Lives
(in years) Amortization Method Cost Accumulated Amortization Net
Trademarks 15 - 25
Straight-Line $ 13,540 $ ( 12,143 ) $ 1,397
Customer relationships 5 - 25
Accelerated 158,017 ( 104,827 ) 53,190
Currently marketed products 9
Straight-Line 132,800 ( 30,899 ) 101,901
Licenses 11 - 16
Straight-Line 85,800 ( 22,874 ) 62,926
Developed technology 9 Straight-Line 2,400 ( 810 ) 1,590
Total $ 392,557 $ ( 171,553 ) $ 221,004
December 31, 2022
(in thousands) Useful Lives
(in years) Amortization Method Cost Accumulated Amortization Net
Trademarks 15 - 25
Straight-Line $ 13,540 $ ( 12,061 ) $ 1,479
Customer relationships 15 - 25
Accelerated 96,681 ( 95,009 ) 1,672
Currently marketed products 9 - 15
Straight-Line 275,700 ( 47,628 ) 228,072
Licenses 11 - 16
Straight-Line 85,800 ( 19,101 ) 66,699
Developed technology 9 Straight-Line 2,400 ( 677 ) 1,723
IPR&D N/A N/A 15,640 — 15,640
Total $ 489,761 $ ( 174,476 ) $ 315,285
The Company recorded amortization expense for its intangible assets of $ 12.4 million and $ 8.3 million for the three months ended June 30, 2023 and 2022, respectively and $ 23.5 million and $ 16.6 million for the six months ended June 30, 2023 and 2022, respectively.
In March 2023, the Company stopped all development activities in relation to a future indication associated with AZEDRA, which is classified as an in process research and development (“IPR&D”) intangible asset. The Company did not identify any alternative future uses or development programs for the asset, therefore the asset group, which consists of the IPR&D asset and a currently marketed product, was assessed for impairment as of March 31, 2023. The Company considered several factors including market share, price and competitive product offerings in evaluating the quantitative impact of the future cash flows. The Company
14
Table of Contents
concluded that the carrying amount exceeded the fair value of the asset group, which had no value. Accordingly, in the three months ended March 31, 2023, the Company recorded a non-cash impairment charge associated with the IPR&D asset of $ 15.6 million in research and development expenses and a non-cash impairment charge of $ 116.4 million in cost of goods sold in the condensed consolidated statements of operations.
In February 2023, the Company entered into an agreement with Cerveau to purchase all of the outstanding capital stock of Cerveau for approximately $ 35.3 million. In May 2023, upon successful completion of a technology transfer, the Company paid $ 10.0 million to the selling stockholders of Cerveau. This additional contingent payment was capitalized as part of the asset cost and increased the Company’s customer relationship intangible assets. See Note 19, “Acquisition of Assets” for further discussion of the Cerveau acquisition.
The below table summarizes the estimated aggregate amortization expense expected to be recognized on the above intangible assets:
(in thousands) Amount
Remainder of 2023 $ 24,118
2024 42,045
2025 30,991
2026 31,790
2027 26,263
2028 and thereafter 65,797
Total $ 221,004
11. Long-Term Debt, Net, and Other Borrowings
As of June 30, 2023, the Company’s maturities of principal obligations under its long-term debt and other borrowings are as follows:
(in thousands) Amount
Remainder of 2023 $ —
2024 —
2025 —
2026 —
2027 575,000
Total principal outstanding 575,000
Unamortized debt issuance costs ( 15,736 )
Finance lease liabilities 355
Total 559,619
Less: current portion ( 384 )
Total long-term debt, net and other borrowings $ 559,235
In December 2022, the Company refinanced its existing credit facility, consisting of (i) a $ 200.0 million five-year term loan facility (the “2019 Term Facility”) and (ii) a $ 200.0 million five-year revolving credit facility (the “2019 Revolving Facility” and, together with the 2019 Term Facility, the “2019 Facility”), with a new $ 100.0 million delayed draw term loan facility (the “2022 Term Facility” and, the loans thereunder, the “Term Loans”) and a new $ 350.0 million five-year revolving credit facility (the “2022 Revolving Facility” and, together with the 2022 Term Facility, the “2022 Facility”).
The Company used approximately $ 7.8 million of cash on hand to primarily repay the principal amount of the loans outstanding related to the 2019 Facility through the nine months ended September 30, 2022. In addition, in December 2022, the Company used approximately $ 167.6 million of cash on hand to repay in full the aggregate remaining principal amount of the loans outstanding under the 2019 Facility and to pay related interest, transaction fees and expenses.
The Company paid off the 2019 Term Facility using available cash and did not utilize another term loan to fund the payoff. While the 2022 Term Facility allowed for a delayed draw term loan, the loan was not drawn upon. The Company recorded a loss on extinguishment of debt of $ 0.6 million related to the write-off of unamortized debt issuance costs and debt discounts associated with
15
Table of Contents
the 2019 Term Facility. In addition, the Company incurred and capitalized $ 2.7 million of new deferred financing costs related to the refinancing.
2022 Term Facility
The Company expected to draw from the 2022 Term Facility only if a proposed offering of notes by the Company was not consummated. The commitment of the lenders to provide the 2022 Term Facility was terminated upon the completion of such note offering in December 2022. The 2022 Term Facility included a commitment fee equal to 0.20 % per annum on the average daily unused amount of the 2022 Term Facility, which would have been payable commencing on January 16, 2023 and would have ended on the earliest of (i) the day the Term Loans under the 2022 Term Facility were funded, (ii) the last day of the delayed draw availability period and (iii) the day the commitments under the 2022 Term Facility were reduced to zero. The Company did not draw from the 2022 Term Facility and, as such, no interest is due under this instrument.
2022 Revolving Facility
Under the terms of the 2022 Revolving Facility, the lenders are committed to extending credit to the Company from time to time until December 2, 2027 consisting of revolving loans (the “Revolving Loans”) in an aggregate principal amount not to exceed $ 350.0 million (the “Revolving Commitment”) at any time, including a $ 20.0 million sub-facility for the issuance of letters of credit (the “Letters of Credit”) and a $ 10.0 million sub-facility for swingline loans (the “Swingline Loans”). The Letters of Credit, Swingline Loans and the Revolving Loans, if used, are expected to be used for working capital and for other general corporate purposes.
The Revolving Loans bear interest, with pricing based from time to time at the Company’s election, at (i) the secured overnight financing rate as published by the Federal Reserve Bank of New York on its website plus an applicable margin that ranges from 1.50 % to 2.50 % based on the Company’s total net leverage ratio or (ii) the alternative base rate plus an applicable margin that ranges from 0.50 % to 1.50 % based on the Company’s total net leverage ratio. The 2022 Revolving Facility also includes an unused commitment fee at a rate ranging from 0.15 % to 0.35 % per annum based on the Company’s total net leverage ratio.
The Company is permitted to voluntarily prepay the Revolving Loans, in whole or in part, or reduce or terminate the Revolving Commitment, in each case, without premium or penalty. On any business day on which the total amount of outstanding Revolving Loans, Letters of Credit and Swingline Loans exceeds the total Revolving Commitment, the Company must prepay the Revolving Loans in an amount equal to such excess. The Company is not required to make mandatory prepayments under the 2022 Revolving Facility. As of June 30, 2023, there were no outstanding borrowings under the 2022 Revolving Facility.
The Company has the right to request an increase to the Revolving Commitment in an aggregate principal amount of up to the sum of $ 335.0 million or consolidated EBITDA for the four consecutive fiscal quarters most recently ended, plus additional amounts in certain circumstances (collectively, the “Incremental Cap”), minus certain incremental term loans made pursuant to specified incremental term loan commitments (“Incremental Term Loans”). The Company has the right to request Incremental Term Loans in an aggregate principal amount of up to the Incremental Cap less any incremental increases to the Revolving Commitment. Proceeds of Incremental Term Loans may be used for working capital and for other general corporate purposes and will bear interest at rates agreed between the Company and the lenders providing the Incremental Term Loans.
2022 Facility Covenants
The 2022 Facility contains a number of affirmative, negative and reporting covenants, as well as financial maintenance covenants pursuant to which the Company is required to be in quarterly compliance, measured on a trailing four quarter basis, with two financial covenants. The minimum interest coverage ratio, commencing with the fiscal quarter ended December 31, 2022, must be at least 3.00 to 1.00. The maximum total net leverage ratio permitted by the financial covenant is displayed in the table below:
2022 Credit Agreement
Period Total Net Leverage Ratio
Q2 2023 to Q4 2023 4.00 to 1.00
Q1 2024 and thereafter 3.50 to 1.00
The 2022 Facility contains usual and customary restrictions on the ability of the Company and its subsidiaries to: (i) incur additional indebtedness (ii) create liens; (iii) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; (iv) sell certain assets; (v) pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments; (vi) make certain investments; (vii) repay subordinated indebtedness prior to stated maturity; and (viii) enter into certain transactions with its affiliates.
Upon an event of default, the Administrative Agent will have the right to declare the loans and other obligations outstanding under the 2022 Facility immediately due and payable and all commitments immediately terminated.
16
Table of Contents
The 2022 Facility is guaranteed by Lantheus Holdings, and certain subsidiaries of LMI, including Progenics and Lantheus Real Estate, and obligations under the 2022 Facility are generally secured by first priority liens over substantially all of the assets of each of LMI, Lantheus Holdings, and certain subsidiaries of LMI, including Progenics and Lantheus Real Estate (subject to customary exclusions set forth in the transaction documents) owned as of December 2, 2022 or thereafter acquired.
Convertible Notes
On December 8, 2022, the Company issued $ 575.0 million in aggregate principal amount of 2.625 % Convertible Senior Notes due 2027 (the “Notes”), which includes $ 75.0 million in aggregate principal amount of Notes sold pursuant to the full exercise of the initial purchasers’ option to purchase additional Notes. The Notes were issued under an indenture, dated as of December 8, 2022 (the “Indenture”), among the Company, LMI (the “Guarantor”), as Guarantor, and U.S. Bank Trust Company, National Association, as Trustee. The net proceeds from the issuance of the Notes were approximately $ 557.8 million after deducting the initial purchasers’ discounts and offering expenses payable by the Company.
The Notes are senior unsecured obligations of the Company. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Guarantor. The Notes bear interest at a rate of 2.625 % per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023, and will mature on December 15, 2027 unless earlier redeemed, repurchased or converted in accordance with their terms. The initial conversion rate for the Notes is 12.5291 shares of the Company’s common stock per $1,000 in principal amount of Notes (which is equivalent to an initial conversion price of approximately $ 79.81 per share of the Company’s common stock, representing an initial conversion premium of approximately 42.5 % above the closing price of $ 56.01 per share of the Company’s common stock on December 5, 2022). In no event shall the conversion rate per $1,000 in principal amount of notes exceed 17.8539 shares of the Company’s common stock. Prior to the close of business on the business day immediately preceding September 15, 2027, the Notes may be converted at the option of the holders only upon occurrence of specified events and during certain periods, and thereafter until the close of business on the business day immediately preceding the maturity date, the Notes may be converted at any time. The Company will satisfy any conversion by paying cash up to the aggregate principal amount of the Notes to be converted and by paying or delivering, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted. The Company may redeem for cash all or any portion of the Notes, at its option, on or after December 22, 2025 if the closing sale price per share of the Company’s common stock exceeds 130 % of the conversion price of the Notes for a specified period of time. The redemption price will be equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The Company evaluated the Notes upon completion of the sale and concluded on the following features:
• Conversion Feature: The Company determined that the conversion feature qualifies for the classification of equity. As a result, the conversion feature should not be bifurcated as a derivative instrument and the Notes were accounted for as a single liability.
• Redemption Features: The redemption features were reviewed within the Notes and the Company determined that the redemption features are closely related to the Notes and as such should not be separately accounted for as a bifurcated derivative instrument.
• Additional Interest Features: The Notes may result in additional interest if the Company fails to timely file any document that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. The Company will pay additional interest on the notes at a rate equal to 0.25 % to 0.50 % per annum based on the principal amount of notes outstanding for each day the Company failure to file has occurred or the notes are not otherwise freely tradable. Further, if the notes are assigned a restricted CUSIP number or the notes are not otherwise freely tradable pursuant to Rule 144 under the Securities Act by holders other than our affiliates or holders that were our affiliates at any time during the three months immediately preceding as of the 385th day after the last date of original issuance of the notes offered hereby, the Company will pay additional interest on the notes at a rate equal to (i) 0.25 % to 0.50 % per annum based on the principal amount of notes outstanding for each day until the restrictive legend has been removed from the notes, the notes are assigned an unrestricted CUSIP and the notes are freely tradable. The Company concluded that the interest feature is unrelated to the credit risk and should be bifurcated from the Notes, however, the Company assessed the probabilities of triggering events occurring under these features and does not expect to trigger the aforementioned events. These events will continue to be monitored to determine whether the interest feature will be bifurcated if it has value.
As of June 30, 2023, the carrying value of the Notes was $ 575.0 million and the fair value of the liability was $ 575.0 million. The Company recorded interest expense of approximately $ 3.9 million and $ 7.8 million related to the Notes for the three and six months ended June 30, 2023, respectively. There were no conversions of Notes during the six months ended June 30, 2023.
17
Table of Contents
12. Derivative Instruments
The Company has used, but does not currently use, interest rate swaps to reduce the variability in cash flows associated with portions of the Company’s interest payments on variable rate debt. In March 2020, the Company entered into interest rate swap contracts to fix the LIBOR rate on a notional amount of $ 100.0 million through May 31, 2024. The average fixed LIBOR rate on the interest rate swaps was approximately 0.82 %. This agreement involved the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount. The interest rate swaps were designated as cash flow hedges. In accordance with hedge accounting, the interest rate swaps were recorded on the Company’s consolidated balance sheets at fair value, and changes in the fair value of the swap agreements were recorded to other comprehensive loss and reclassified to interest expense in the period during which the hedged transaction affected earnings or it will become probable that the forecasted transaction would not occur.
On December 2, 2022, the Company voluntarily terminated the interest rate swap contracts in connection with the refinancing of debt. Upon termination, the Company received approximately $ 5.6 million in cash and the remaining balance of approximately $ 5.5 million in accumulated other comprehensive income related to the interest rate swap contracts were reclassified into earnings.
13. Accumulated Other Comprehensive (Loss) Income
The components of accumulated other comprehensive (loss) income, net of tax of zero and $ 1.1 million for the six months ended June 30, 2023 and 2022, respectively, consisted of the following:
(in thousands) Foreign currency translation Unrealized loss on cash flow hedges Accumulated other comprehensive income (loss)
Balance at January 1, 2023 $ ( 1,259 ) $ — $ ( 1,259 )
Other comprehensive loss before reclassifications 307 — 307
Amounts reclassified to earnings — — —
Balance at June 30, 2023 $ ( 952 ) $ — $ ( 952 )
Balance at January 1, 2022 $ ( 754 ) $ 269 $ ( 485 )
Other comprehensive (loss) income before reclassifications ( 84 ) 2,710 2,626
Amounts reclassified to earnings — 183 183
Balance at June 30, 2022 $ ( 838 ) $ 3,162 $ 2,324
14. Stock-Based Compensation
The following table presents stock-based compensation expense recognized in the Company’s accompanying condensed consolidated statements of operations:
Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2023 2022 2023 2022
Cost of goods sold $ 2,231 $ 1,083 $ 3,873 $ 1,995
Sales and marketing 1,959 1,675 4,221 2,688
General and administrative 6,670 3,784 11,072 6,786
Research and development 1,832 870 3,193 1,566
Total stock-based compensation expense $ 12,692 $ 7,412 $ 22,359 $ 13,035
18
Table of Contents
15. Leases
Operating and finance lease assets and liabilities are as follows:
(in thousands) Classification June 30,
2023 December 31,
2022
Assets
Operating Other long-term assets $ 24,205 $ 19,033
Finance Property, plant and equipment, net 400 582
Total leased assets $ 24,605 $ 19,615
Liabilities
Current
Operating Accrued expenses and other liabilities $ 1,601 $ 2,177
Finance Current portion of long-term debt and other borrowings 384 354
Noncurrent
Operating Other long-term liabilities 31,252 25,442
Finance Long-term debt, net and other borrowings ( 29 ) 231
Total leased liabilities $ 33,208 $ 28,204
On May 4, 2023, the Company entered into a modification to the operating lease for office space in Bedford, Massachusetts, (the “Existing Premises”) that was executed in February 2022. The lease commenced and was recorded in December 2022 for $ 11.0 million and the initial term was set to expire in June 2031. The lease modification includes a lease of additional office and laboratory space at the Bedford location (the “Additional Premises”) for a term of 15 years and 4 months and extends the term of the lease for the Existing Premises to be coterminous with the term of the lease for the Additional Premises. As a result of the extended term for the Existing Premises, the Company recorded an additional right-of-use asset and liability of $ 6.0 million. The modification also contains a provision to convert the rent schedule of the Existing Premises from gross to triple net in 2024, which may result in an additional adjustment to the right of use asset and liability. The Additional Premises are currently being renovated and the associated right-of-use asset and liability will be recorded once renovations are substantially complete. The lease payments for the Additional Premises are currently expected to commence in the second half of 2024 when renovation of the Additional Premises is expected to be completed.
16. Net Income Per Common Share
A summary of net income per common share is presented below:
Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands, except per share amounts) 2023 2022 2023 2022
Net income $ 94,131 $ 43,058 $ 91,324 $ 86,020
Basic weighted-average common shares outstanding 68,371 68,674 68,062 68,343
Effect of dilutive stock options 399 443 391 441
Effect of dilutive restricted stock 1,447 1,679 1,504 1,628
Effect of convertible debt instrument 797 — — —
Diluted weighted-average common shares outstanding 71,014 70,796 69,957 70,412
Basic income per common share $ 1.38 $ 0.63 $ 1.34 $ 1.26
Diluted income per common share $ 1.33 $ 0.61 $ 1.31 $ 1.22
Antidilutive securities excluded from diluted net income per common share 349 268 389 196
Impact of the Notes
The Company considered whether the Notes are participating securities through the two-class method. The Company determined that if a cash dividend is paid that is greater than the then stock price, the holder of Notes will receive cash on an if-converted basis.
19
Table of Contents
While this feature is considered to be a participating right; basic earnings per share is only impacted if the Company’s earnings exceeds the current share price, regardless of whether such dividend is declared. During the six months ended June 30, 2023 and 2022, no such dividend was declared. In addition, the Company is required to settle the principal amount of the Notes in cash upon conversion, and therefore, the Company uses the if-converted method for calculating any potential dilutive effect of the conversion option on diluted net income per share, if applicable, unless the application of the two-class method is dilutive. The conversion option will have a dilutive impact on net income per share of Common Stock when the average price per share of the Company's common stock for a given period exceeds the conversion price of the Notes of $ 79.81 per share. During the three months ended June 30, 2023, the average price per share of the Company’s Common Stock exceeded the conversion price of the Notes. During the six months ended June 30, 2023, the average price per share of the Company's Common Stock was below the conversion price of the Notes.
17. Other Income
Other income consisted of the following:
Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2023 2022 2023 2022
Foreign currency (gains) losses $ ( 224 ) $ 125 $ 22 $ 44
Tax indemnification income, net ( 232 ) ( 396 ) ( 328 ) ( 792 )
Interest income ( 4,027 ) ( 39 ) ( 7,550 ) ( 47 )
Other 1 — 143 —
Total other income $ ( 4,482 ) $ ( 310 ) $ ( 7,713 ) $ ( 795 )
18. Commitments and Contingencies
Legal Proceedings
From time to time, the Company is a party to various legal proceedings arising in the ordinary course of business. In addition, the Company has in the past been, and may in the future be, subject to investigations by governmental and regulatory authorities, which expose it to greater risks associated with litigation, regulatory or other proceedings, as a result of which the Company could be required to pay significant fines or penalties. The costs and outcome of litigation, regulatory or other proceedings cannot be predicted with certainty, and some lawsuits, claims, actions or proceedings may be disposed of unfavorably to the Company and could have a material adverse effect on the Company’s results of operations or financial condition. In addition, intellectual property disputes often have a risk of injunctive relief which, if imposed against the Company, could materially and adversely affect its financial condition or results of operations. If a matter is both probable to result in material liability and the amount of loss can be reasonably estimated, the Company estimates and discloses the possible material loss or range of loss. If such loss is not probable or cannot be reasonably estimated, a liability is not recorded in its condensed consolidated financial statements.
As of June 30, 2023, the Company did not have any material ongoing litigation to which the Company was a party.
20
Table of Contents
19. Acquisition of Assets
On February 6, 2023, the Company acquired Cerveau. Cerveau’s primary asset is MK-6240, a second-generation F 18-labeled positron emission tomography (“PET”) imaging agent that targets Tau tangles in Alzheimer’s disease. The Company determined that upon review of the Cerveau acquisition, the transaction did not meet the definition of a business combination and is therefore treated as an asset acquisition.
In February 2023, the Company made an upfront payment of approximately $ 35.3 million to the stockholders of Cerveau (the “Selling Stockholders”) and paid an additional $ 10.0 million in May 2023 upon the successful completion of a technology transfer. The Company could pay up to an additional $ 51.0 million in milestone payments upon achievement of specified U.S. regulatory milestones related to MK-6240. The Selling Stockholders are also eligible to receive up to $ 1.2 billion in sales milestone payments upon the achievement of specified annual commercial sales thresholds of MK-6240 in the event the Company pursues commercialization, as well as up to $ 13.5 million in research revenue milestones upon achievement of specified annual research revenue thresholds. Additionally, the Company will pay to the Selling Stockholders up to double-digit royalty payments for research revenue and commercial sales. Research revenue is derived from existing partnerships with pharmaceutical companies that use MK-6240 in clinical trials and includes milestone and dose-related payments. The purchase agreement pursuant to which the Company purchased Cerveau specifies, among other things, that certain members of the Selling Stockholders will also provide transition and clinical development services for a prescribed time following the closing of the transaction.
In December 2022, the Company made upfront payments of $ 260.0 million to POINT Biopharma Global Inc. (“POINT”) as a part of an asset acquisition with the potential for additional milestone payments of approximately $ 1.8 billion for the two licensed assets based on U.S. Food and Drug Administration (“FDA”) approval and net sales and commercial milestones.
Under the terms of the license agreement between Lantheus Two and POINT for PNT2002, Lantheus Two paid POINT an upfront cash payment of $ 250.0 million, and could pay up to an additional $ 281.0 million in milestone payments upon the achievement of specified U.S. and ex-U.S. regulatory milestones related to PNT2002. POINT is also eligible to receive up to $ 1.3 billion in sales milestone payments upon the achievement of specified annual sales thresholds of PNT2002.
Under the terms of the license agreement between Lantheus Three and POINT for PNT2003, Lantheus Three paid POINT an upfront cash payment of $ 10.0 million, and could pay up to an additional $ 34.5 million in milestone payments upon the achievement of specified U.S. and ex-U.S. regulatory milestones related to PNT2003. POINT is also eligible to receive up to $ 275.0 million in sales milestone payments upon the achievement of specified annual sales thresholds of PNT2003.
Additionally, the Company will pay POINT royalties on net sales, beyond certain financial thresholds and subject to conditions, of 20 % for PNT2002 and 15 % for PNT2003. Costs of IPR&D projects acquired as part of an asset acquisition that have no alternative future use are expensed when incurred, and therefore, a charge of $ 260.0 million was recognized in research and development expenses during the year ended December 31, 2022.
20. Segment Information
The Company operates as one business segment: the development, manufacture and sale of innovative imaging diagnostics, radiotherapeutics, and artificial intelligence solutions designed to enable clinicians to Find, Fight and Follow disease to deliver better patient outcomes. This conclusion reflects the Company’s focus on the performance of the business on a consolidated worldwide basis. The results of this operating segment are regularly reviewed by the Company’s chief operating decision maker, the Chief Executive Officer. The Company’s chief operating decision maker does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company’s consolidated operating results.
21. Subsequent Events
On August 2, 2023, the Company entered into an agreement to sell the right to all of its RELISTOR net sales royalties under its license agreement with Bausch, relating to royalties payable in respect of the second quarter of 2023 and subsequent quarters. The Company received an initial payment of approximately $ 98.0 million in connection with the sale and has the right to receive an additional payment from the buyer of $ 5.0 million if worldwide net sales of RELISTOR in 2025 exceed a specified threshold. Proceeds from this transaction will be used in the Company’s core businesses and product pipeline.
21
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.