Item 1. Financial Statements
Item 1. Financial Statements
Lantheus Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except par value)
March 31,
2025 December 31,
2024
Assets
Current assets
Cash and cash equivalents $ 938,533 $ 912,814
Accounts receivable, net 348,749 321,258
Inventory 69,126 68,025
Other current assets 67,372 24,536
Total current assets 1,423,780 1,326,633
Investment in equity securities 30,375 39,489
Property, plant and equipment, net 180,783 176,798
Intangibles, net 153,745 161,761
Goodwill 61,189 61,189
Deferred tax assets, net 168,885 170,233
Other long-term assets 36,467 44,237
Total assets $ 2,055,224 $ 1,980,340
Liabilities and stockholders’ equity
Current liabilities
Current portion of long-term debt and other borrowings $ 747 $ 974
Accounts payable 44,874 34,560
Accrued expenses and other liabilities 202,381 204,992
Total current liabilities 248,002 240,526
Asset retirement obligations 18,740 23,344
Long-term debt, net and other borrowings 566,098 565,279
Other long-term liabilities 58,190 63,180
Total liabilities 891,030 892,329
Commitments and contingencies (See Note 16)
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; 71,607 and 70,905 shares issued as of March 31, 2025 and December 31, 2024, respectively)
716 709
Additional paid-in capital 821,346 817,972
Treasury Stock at cost - 2,455 shares as of March 31, 2025 and December 31, 2024
( 175,000 ) ( 175,000 )
Retained earnings 518,890 445,945
Accumulated other comprehensive loss ( 1,758 ) ( 1,615 )
Total stockholders’ equity 1,164,194 1,088,011
Total liabilities and stockholders’ equity $ 2,055,224 $ 1,980,340
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
March 31,
2025 2024
Revenues $ 372,764 $ 369,975
Cost of goods sold 135,064 128,129
Gross profit 237,700 241,846
Operating expenses
Sales and marketing 42,503 45,546
General and administrative 56,816 47,895
Research and development 36,314 48,024
Total operating expenses 135,633 141,465
Gain on sale of assets — 6,254
Operating income 102,067 106,635
Interest expense 4,804 4,859
Investment in equity securities - unrealized loss (gain) 14,862 ( 60,704 )
Other income ( 14,128 ) ( 8,788 )
Income before income taxes 96,529 171,268
Income tax expense 23,584 40,202
Net income $ 72,945 $ 131,066
Net income per common share:
Basic $ 1.06 $ 1.91
Diluted $ 1.02 $ 1.87
Weighted-average common shares outstanding:
Basic 68,675 68,757
Diluted 71,461 70,095
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
March 31,
2025 2024
Net income $ 72,945 $ 131,066
Other comprehensive income (loss):
Foreign currency translation ( 143 ) ( 141 )
Comprehensive income $ 72,802 $ 130,925
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)
Three Months Ended March 31, 2025
Common Stock Treasury Stock Additional
Paid-In
Capital Retained earnings Accumulated
Other
Comprehensive
Loss Total
Stockholders’
Equity
Shares Amount Shares Amount
Balance, January 1, 2025
70,905 $ 709 2,455 $ ( 175,000 ) $ 817,972 $ 445,945 $ ( 1,615 ) $ 1,088,011
Net income — — — — — 72,945 — 72,945
Other comprehensive loss — — — — — — ( 143 ) ( 143 )
Stock option exercises and employee stock plan purchases 107 1 — — 5,868 — — 5,869
Vesting of restricted stock awards and units 845 8 — — ( 8 ) — — —
Shares withheld to cover taxes ( 250 ) ( 2 ) — — ( 23,684 ) — — ( 23,686 )
Stock-based compensation — — — — 21,198 — — 21,198
Balance, March 31, 2025
71,607 $ 716 2,455 $ ( 175,000 ) $ 821,346 $ 518,890 $ ( 1,758 ) $ 1,164,194
Three Months Ended March 31, 2024
Common Stock Treasury Stock Additional
Paid-In
Capital Retained earnings Accumulated
Other
Comprehensive
Loss Total
Stockholders’
Equity
Shares Amount Shares Amount
Balance, January 1, 2024
69,863 $ 699 1,339 $ ( 75,000 ) $ 757,727 $ 133,503 $ ( 1,037 ) $ 815,892
Net income — — — — — 131,066 — 131,066
Other comprehensive loss — — — — — — ( 141 ) ( 141 )
Stock option exercises and employee stock plan purchases 86 1 — — 2,756 — — 2,757
Vesting of restricted stock awards and units 988 9 — — ( 9 ) — — —
Shares withheld to cover taxes ( 302 ) ( 3 ) — — ( 19,415 ) — — ( 19,418 )
Stock-based compensation — — — — 15,384 — — 15,384
Balance, March 31, 2024
70,635 $ 706 1,339 $ ( 75,000 ) $ 756,443 $ 264,569 $ ( 1,178 ) $ 945,540
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Table of Contents
Lantheus Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Three Months Ended
March 31,
2025 2024
Cash flows from operating activities:
Net income $ 72,945 $ 131,066
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation, amortization and accretion 13,626 15,445
Adjustment to the fair value of asset retirement obligation
( 4,727 ) —
Amortization of debt related costs 1,115 1,073
Inventory adjustments ( 1,378 ) 2,757
Stock-based compensation 21,198 15,384
Gain on disposal of assets — ( 6,254 )
Unrealized loss (gain) on investment in equity securities 14,862 ( 60,704 )
Charges incurred pursuant to acquired in-process research and development
5,413 28,000
Deferred taxes 1,351 11,260
Long-term income tax payable and other long-term liabilities 639 439
Other 822 1,696
Changes in assets and liabilities which provided (used) cash:
Accounts receivable ( 26,363 ) ( 55,440 )
Inventory 278 ( 8,494 )
Other current assets ( 528 ) 4,023
Accounts payable 4,982 ( 3,462 )
Accrued expenses and other current and noncurrent liabilities 3,328 50,449
Net cash provided by operating activities 107,563 127,238
Cash flows from investing activities:
Capital expenditures ( 8,718 ) ( 8,273 )
Proceeds from sale of assets — 8,000
Deposit for acquisition of a business
( 50,000 ) —
Purchases of investment in equity securities ( 5,000 ) ( 78,256 )
Acquisition of exclusive license option — ( 28,000 )
Net cash used in investing activities ( 63,718 ) ( 106,529 )
Cash flows from financing activities:
Payments on long-term debt and other borrowings ( 402 ) ( 184 )
Proceeds from stock option exercises 3,886 934
Proceeds from issuance of common stock 1,983 1,823
Payments for minimum statutory tax withholding related to net share settlement of equity awards ( 23,686 ) ( 19,418 )
Net cash used in financing activities ( 18,219 ) ( 16,845 )
Effect of foreign exchange rates on cash, cash equivalents and restricted cash 102 770
Net increase in cash, cash equivalents and restricted cash 25,728 4,634
Cash, cash equivalents and restricted cash, beginning of period 914,486 715,285
Cash, cash equivalents and restricted cash, end of period $ 940,214 $ 719,919
5
Table of Contents
Lantheus Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (Continued)
(Unaudited)
(in thousands)
Three Months Ended
March 31,
2025 2024
Reconciliation to amounts within the condensed consolidated balance sheets
Cash and cash equivalents $ 938,533 $ 718,279
Restricted cash included in other long-term assets 1,681 1,640
Cash, cash equivalents and restricted cash at end of period $ 940,214 $ 719,919
Three Months Ended
March 31,
2025 2024
Schedule of non-cash investing and financing activities
Additions of property, plant and equipment included in liabilities $ 5,855 $ 6,853
Lease liability settled through transfer of lease $ — $ 376
Modification of lease agreement $ 5,789 $ —
Right-of-use asset obtained in exchange for finance lease obligations
$ 150 $ —
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
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,” “our Company,” “Lantheus,” “we,” “us” and “our” 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 “Lantheus Medical” refer to Lantheus Medical Imaging, Inc., the wholly-owned subsidiary of Lantheus Holdings; references to “Lantheus Alpha” and “Meilleur” refer to Lantheus Alpha Therapy, LLC and Meilleur Technologies, Inc., respectively, each a wholly-owned subsidiary of Lantheus Holdings; references to “Cerveau,” “Lantheus Real Estate,” “Lantheus Two” and “Progenics” refer to Cerveau Technologies, Inc.; Lantheus MI Real Estate, LLC; Lantheus Two, LLC; and Progenics Pharmaceuticals, Inc., respectively, each a wholly-owned subsidiary of Lantheus Medical, 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 in this Quarterly Report on Form 10-Q (“Form 10-Q”) 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. Each trademark, trade name or service mark of any other company appearing in this Form 10-Q, is, to the Company’s knowledge, owned by that other company.
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 in the United States (“U.S. GAAP”) for interim financial information and with the instructions for 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 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 preparation of the Company’s condensed consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue and expenses, and related disclosures. The results of operations for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the results that may be expected for any future period.
The condensed consolidated balance sheet at December 31, 2024 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 (“Form 10-K”) for the year ended December 31, 2024 filed with the Securities Exchange Commission (“SEC”) on February 26, 2025.
2. Summary of Significant Accounting Policies
Investments
Equity investments with readily determinable fair values for which the Company does not have significant influence over the investee are measured at fair value on a recurring basis. Equity investments without readily determinable fair values for which the Company does not have significant influence over the investee are measured at cost with adjustments for observable changes in price or impairments (referred to as the measurement alternative). For equity investments for which the Company does not have significant influence over the investee, changes in the value of unsold equity investments are recorded in investment in equity securities – unrealized loss (gain). Equity investments for which the Company has significant influence over the investee are measured using the equity method unless the Company elects to apply the fair value option to account for the investment.
Recent Accounting Pronouncements
The Company has considered all new accounting standards issued by the Financial Accounting Standards Board (“FASB”). The Company has not yet adopted the following standards:
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-04, “ Debt - Debt with Conversion and Other Options (Subtopic 470-20),” which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion rather than as extinguishment of debt. The requirements of ASU 2024-04 are effective for the annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. For the Company, the requirements under ASU 2024-04 will be effective for its Form 10-Q for the first
7
Table of Contents
quarter of 2026. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial results and related disclosures.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40),” and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.” ASU 2024-03 requires additional income statement disclosures, including the disaggregation of specific categories of expenses underlying the line items presented on the income statement. Additionally, ASU 2024-03 requires enhanced disclosure of selling expenses. As clarified by ASU 2025-01, the requirements of the guidance are effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. For the Company, annual reporting requirements under ASU 2024-03 will be effective for its Form 10-K for the year ending December 31, 2027 and interim reporting requirements will be effective beginning in the first quarter of 2028. Early adoption is permitted and the amendments should be applied on a prospective basis, however retrospective application is permitted. The Company is currently in the process of evaluating the impact of this pronouncement on its related disclosures.
In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ,” which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on its related disclosures.
3. Revenue from Contracts with Customers
The following table summarizes revenue by source as follows:
Three Months Ended
March 31,
Major Products/Service Lines (in thousands) 2025 2024
Product revenue, net (1)
$ 366,918 $ 369,313
License and royalty revenues 5,846 662
Total revenues $ 372,764 $ 369,975
________________________________
(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.
The Company classifies its revenues into three product categories: Radiopharmaceutical Oncology, Precision Diagnostics, and Strategic Partnerships and Other Revenue. Radiopharmaceutical Oncology consists of PYLARIFY and historically included AZEDRA. In the first quarter of 2024, the Company discontinued the production of AZEDRA. Precision Diagnostics includes DEFINITY, TechneLite and other diagnostic imaging products. Strategic Partnerships and Other Revenue primarily includes revenue derived from partnerships with pharmaceutical companies and academic institutions that use the Company’s investigational products, such as MK-6240 and NAV-4694, in clinical trials as research tools, as well as royalties and other milestone payments received from the Company’s strategic partners that have commercialized products pursuant to license arrangements with the Company.
Revenue by product category on a net basis is as follows:
8
Table of Contents
Three Months Ended
March 31,
(in thousands) 2025 2024
PYLARIFY $ 257,654 $ 258,870
Other radiopharmaceutical oncology — 384
Total radiopharmaceutical oncology 257,654 259,254
DEFINITY 79,211 76,564
TechneLite 19,711 21,714
Other precision diagnostics 5,441 5,932
Total precision diagnostics 104,363 104,210
Strategic partnerships and other revenue 10,747 6,511
Total revenues $ 372,764 $ 369,975
The Company is 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. Therefore, since the Company elected the practical expedient under Accounting Standards Codification (“ASC”) 606-10-50-14, it does not disclose information regarding remaining performance obligations which are part of contracts that have an original expected duration of one year or less.
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 that are measured at fair value on a recurring basis consist of money market funds, deferred compensation plan assets (which currently consist of mutual funds) and deferred compensation plan liabilities, and equity investments. 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. Investment in equity securities resulting from the Perspective Therapeutics, Inc. (“Perspective”) and Radiopharm Theranostics Limited (“Radiopharm”) strategic agreements are recorded at fair value and adjusted for price changes observable in the market each quarter.
9
Table of Contents
The tables below present information about the Company’s assets and liabilities measured at fair value on a recurring basis:
March 31, 2025
(in thousands) Total Fair
Value Level 1 Level 2
Assets:
Money market funds $ 489,966 $ 489,966 $ —
Mutual funds
684 684 —
Investment securities 29,691 29,691 —
Total assets $ 520,341 $ 520,341 $ —
Liabilities:
Deferred compensation plan liabilities $ 621 $ — $ 621
Total liabilities $ 621 $ — $ 621
December 31, 2024
(in thousands) Total Fair
Value Level 1 Level 2
Assets:
Money market funds $ 682,209 $ 682,209 $ —
Investment securities 39,489 39,489 —
Total assets $ 721,698 $ 721,698 $ —
During the three months ended March 31, 2025, there were no transfers into or out of Level 3.
Nonqualified Deferred Compensation Plan
The Company maintains the Lantheus Nonqualified Deferred Compensation Plan (the “LDCP”) for the benefit of certain key, highly-compensated employees and non-employee directors. The assets of the LDCP currently represent investments in mutual funds at March 31, 2025 that are classified as Level 1. There were no assets or liabilities balances in the LDCP at December 31, 2024. The assets are held in a rabbi trust and are presented in investment in equity securities on the Company’s condensed consolidated balance sheets. The related liabilities of the LDCP are presented in other long-term liabilities and accrued expenses and other liabilities in the Company’s condensed consolidated balance sheets. Changes to the LDCP assets are charged to investment in equity securities – unrealized loss (gain) while the changes to the LDCP liabilities are charged to compensation expense in the in the Company’s condensed consolidated statements of operations. See Note 17, “Benefit Plans” for more information on the LDCP.
Perspective Therapeutics Inc. Equity Securities
At March 31, 2025, the Company held 11,677,339 shares of Perspective common stock (“Perspective Shares”). The Company accounts for its investment in Perspective Shares as an equity investment with a readily determinable fair value, as the securities are publicly traded on the New York Stock Exchange (“NYSE”). The fair value of the Perspective Shares is based on its closing price on the NYSE at the end of the fiscal period and is classified within Level 1 of the fair value hierarchy because the equity securities are valued using quoted market prices. The fair value of the Perspective Shares as of March 31, 2025 was approximately $ 24.9 million based on a closing market price of $ 2.13 per share on March 31, 2025, resulting in an unrealized loss of $ 12.4 million for the three months ended March 31, 2025. See Note 18, “Acquisitions” for further discussion of the Perspective transaction.
Radiopharm Theranostics Limited Equity Securities
The Company held 149,625,180 shares of Radiopharm common stock (“Radiopharm Shares”) as of December 31, 2024. In January 2025, the Company purchased via private placement, an additional 133,333,333 Radiopharm Shares for $ 5.0 million. At March 31, 2025, the Company held 282,958,513 Radiopharm Shares. The Company accounts for its investment in Radiopharm Shares as an equity investment with a readily determinable fair value, as the securities are publicly traded on the Australian Stock Exchange (“ASX”). The fair value of the Radiopharm Shares is based on the closing price on the ASX at the end of the fiscal period and is classified within Level 1 of the fair value hierarchy because the equity securities are valued using quoted market prices. The fair value of the Radiopharm Shares as of March 31, 2025 was approximately $ 4.8 million based on the converted closing market price of approximately $ 0.02 per share on March 31, 2025, resulting in an unrealized loss on equity securities of $ 2.5 million for the three months ended March 31, 2025. See Note 18, “ Acquisitions” for further discussion of the Radiopharm transaction.
10
Table of Contents
Contingent Consideration
The Company 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 for a commercialization milestone related to a prostate cancer product candidate the Company refers to as “1404” that was out-licensed to ROTOP Pharmaka GmbH. 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 higher fair value measurement. The Company records the contingent consideration liabilities 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 Company estimated that the probability of successfully meeting the sales targets and commercialization milestones described above was zero. As a result of this assessment, the Company determined the value of the contingent consideration liabilities to be $ 0 at March 31, 2025 and December 31, 2024.
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 and effective tax rate are presented below:
Three Months Ended
March 31,
(in thousands) 2025 2024
Income tax expense $ 23,584 $ 40,202
Effective tax rate 24.4 % 23.5 %
The increase in the effective income tax rate for the three months ended March 31, 2025 is primarily due to the valuation allowance established on the current year net unrealized loss on the Company’s investment in equity securities, partially offset by the increase in its stock compensation deductions.
6. Inventory
Inventory consisted of the following:
(in thousands) March 31,
2025 December 31,
2024
Raw materials $ 27,575 $ 29,080
Work in process 13,613 15,870
Finished goods 27,938 23,075
Total inventory $ 69,126 $ 68,025
The majority of the value of the inventory relates to non-radioactive products. With respect to the Company’s products that are radiopharmaceuticals, due to the limited shelf life of such products, they are generally not held as finished goods.
11
Table of Contents
7. Property, Plant and Equipment, Net
Property, plant and equipment, net, consisted of the following:
(in thousands) March 31,
2025 December 31,
2024
Land $ 9,480 $ 9,480
Buildings 86,916 85,523
Machinery, equipment and fixtures 115,022 114,357
Computer software 50,777 48,702
Construction in progress 32,544 27,498
Total gross property, plant and equipment 294,739 285,560
Less: accumulated depreciation and amortization ( 113,956 ) ( 108,762 )
Total property, plant and equipment, net $ 180,783 $ 176,798
Depreciation and amortization expense related to property, plant and equipment, net, was $ 5.5 million and $ 5.4 million for the three months ended March 31, 2025 and 2024, respectively.
On January 8, 2024, the Company entered into an agreement with Perspective to transfer the sublease for the property at 110 Clyde Rd, Somerset, New Jersey (the “Somerset Facility”) and sell the associated assets at the Somerset Facility for $ 8.0 million. The transfer of the sublease and completion of the asset sale occurred on March 1, 2024. The sale of assets resulted in a derecognition to the right-of-use asset of $ 0.4 million, the lease liability of $ 0.4 million and remaining property, plant and equipment of $ 0.8 million. The Company also incurred commission expense of $ 1.0 million related to the transaction. The Company recorded a gain of $ 6.3 million for the three months ended March 31, 2024 within operating income.
See Note 18, “Acquisitions” for further discussion of the Perspective transaction.
8. Accrued Expenses, Other Liabilities and Other Long-Term Liabilities
Accrued expenses, other liabilities and other long-term liabilities are comprised of the following:
(in thousands) March 31,
2025 December 31,
2024
Compensation and benefits $ 24,155 $ 48,263
Freight, distribution and operations 79,733 85,966
Accrued rebates, discounts and chargebacks 32,992 25,248
Accrued professional fees 26,561 20,308
Accrued research and development expenses 10,593 13,219
Income taxes payable
15,298 1,591
Other 13,049 10,397
Total accrued expenses and other liabilities $ 202,381 $ 204,992
Operating lease liabilities $ 47,558 $ 53,185
Other long-term liabilities 10,632 9,995
Total other long-term liabilities $ 58,190 $ 63,180
12
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 (“ARO”). The Company has a production facility that manufactures and processes radioactive materials at its North Billerica, Massachusetts site. As of March 31, 2025, the ARO is measured at the present value of the ARO expected to be incurred and is approximately $ 20.4 million.
The following table provides a summary of the changes in the Company’s carrying value of its ARO:
(in thousands) Amount
Balance at January 1, 2025
$ 23,344
Revision of estimated decommissioning costs ( 4,727 )
Accretion expense 123
Balance at March 31, 2025
$ 18,740
In the first quarter of 2025, the Company revised certain inputs to its estimate of decommissioning costs expected to be incurred throughout the period of remediation, which reduced the estimate of remediation costs by $ 4.7 million. This reduction was primarily the result of changes in the technology and processes used for the remediation activities from those contemplated in the estimate previously provided in 2022. The Company recorded the $ 4.7 million reduction to the ARO in other income on its condensed consolidated statements of operations for the three months ended March 31, 2025.
The Company is required to provide the Massachusetts Department of Public Health financial assurance demonstrating the Company’s ability to fund any decommissioning of its North Billerica, Massachusetts production facility in the event of any 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:
March 31, 2025
(in thousands) Useful Lives
(in years) Amortization Method Cost Accumulated Amortization Net
Trademarks 15 - 25
Straight-Line $ 13,540 $ ( 12,399 ) $ 1,141
Customer relationships 15 - 25
Accelerated 157,750 ( 138,725 ) 19,025
Currently marketed products 9 - 15
Straight-Line 132,800 ( 56,722 ) 76,078
Licenses 11 - 16
Straight-Line 22,233 ( 13,444 ) 8,789
Developed technology 7 - 9
Straight-Line 55,982 ( 7,270 ) 48,712
Total $ 382,305 $ ( 228,560 ) $ 153,745
December 31, 2024
(in thousands) Useful Lives
(in years) Amortization Method Cost Accumulated Amortization Net
Trademarks 15 - 25
Straight-Line $ 13,540 $ ( 12,363 ) $ 1,177
Customer relationships 15 - 25
Accelerated 157,742 ( 136,647 ) 21,095
Currently marketed products 9 - 15
Straight-Line 132,800 ( 53,033 ) 79,767
Licenses 11 - 16
Straight-Line 22,233 ( 13,203 ) 9,030
Developed technology 7 - 9
Straight-Line 55,982 ( 5,290 ) 50,692
Total $ 382,297 $ ( 220,536 ) $ 161,761
The Company recorded amortization expense for its intangible assets of $ 8.0 million and $ 9.9 million for the three months ended March 31, 2025 and 2024, respectively.
On August 2, 2023, the Company sold the right to its RELISTOR royalty asset under its license agreement with Bausch Health Companies, Inc.; the Company retained the rights to future sales-based milestone payments. The Company received an initial payment
13
Table of Contents
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. The additional payment would be recognized upon achievement of the specified threshold. No sales-based milestone payment was earned in the three months ended March 31, 2025 and 2024.
In the first quarter of 2024, the Company discontinued the production and promotion of AZEDRA and no AZEDRA was manufactured after March 1, 2024, when the Company transferred the tangible assets and associated lease of its Somerset Facility to Perspective. See Note 7, “Property, Plant and Equipment, Net” for impairment analysis.
In June 2024, the Company entered into an agreement with the stockholders of Meilleur (“Meilleur Stockholders”) to purchase all of the outstanding capital stock of Meilleur (which holds the rights under a license agreement to develop and commercialize NAV-4694) for approximately $ 32.9 million. The Company recorded a developed technology intangible asset of $ 40.3 million as a result of the purchase price and the specific assets and liabilities of Meilleur that were acquired as part of the asset acquisition based on their value at the agreed upon closing date. In August 2024, upon successful completion of a technology transfer, the Company paid $ 10.0 million to the Meilleur Stockholders. This additional contingent payment was capitalized as part of the asset cost and increased the total value of the Company’s developed technology intangible assets. See Note 18, “Acquisitions” for further discussion of the Meilleur acquisition.
The below table summarizes the estimated aggregate amortization expense expected to be recognized on the above intangible assets:
(in thousands) Amount
Remainder of 2025 $ 24,047
2026 32,860
2027 27,335
2028 23,849
2029 23,691
2030 and thereafter
21,963
Total $ 153,745
11. Long-Term Debt, Net, and Other Borrowings
The carrying value of the Company’s long-term debt, net and other borrowings is as follows:
(in thousands) March 31, 2025 December 31, 2024
Principal amount 2.625 % Convertible Senior Notes due 2027
$ 574,996 $ 575,000
Unamortized debt issuance costs ( 9,501 ) ( 10,392 )
Finance lease liabilities 1,350 1,645
Total 566,845 566,253
Less: current portion of long-term debt and other borrowings ( 747 ) ( 974 )
Total long-term debt, net and other borrowings $ 566,098 $ 565,279
2022 Revolving Facility
In December 2024, the Company entered into an amendment to its $ 350.0 million five-year revolving credit facility originally entered into in December 2022. The amendment, among other things, increased the facility from $ 350.0 million to $ 750.0 million (as amended, the “2022 Revolving Facility”) and extended the maturity date from December 2, 2027 to December 19, 2029. Under the terms of the 2022 Revolving Facility, the lenders are committed to extending credit to the Company from time to time consisting of revolving loans (the “Revolving Loans”) in an aggregate principal amount not to exceed $ 750.0 million (the “Revolving Commitment”) at any time, including a $ 40.0 million sub-facility for the issuance of letters of credit (the “Letters of Credit”) and a $ 20.0 million sub-facility for swingline loans (the “Swingline Loans”). The Revolving Loans, Letters of Credit, and the Swingline 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 1.25 % to 2.00 % based on the Company’s total net leverage ratio or (ii) the alternative base rate plus an applicable margin that ranges from
14
Table of Contents
0.25 % to 1.00 %, in either case, 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 0.30 % per annum based on the Company’s total net leverage ratio. Interest associated with the unused commitment is recorded to accrued expenses and other liabilities on the condensed consolidated balance sheet and paid out on a quarterly basis.
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 March 31, 2025, 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 greater of $ 685.0 million or 100% of consolidated earnings before interest, taxes, depreciation and amortization 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 Revolving Facility Covenants
The 2022 Revolving 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 must be at least 3.00 to 1.00. The maximum total net leverage ratio permitted by the financial covenant is 3.50 to 1.00, other than in connection with certain acquisitions, in which case, the maximum total net leverage ratio permitted can be increased to 4.00 to 1.00.
The 2022 Revolving 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 Revolving Facility immediately due and payable and all commitments immediately terminated.
The 2022 Revolving Facility is guaranteed by Lantheus Holdings, and certain subsidiaries of Lantheus Medical, including Progenics and Lantheus Real Estate, and obligations under the 2022 Revolving Facility are generally secured by first priority liens over substantially all of the assets of each of Lantheus Medical, Lantheus Holdings, and certain subsidiaries of Lantheus Medical, including Progenics and Lantheus MI Real Estate (subject to customary exclusions set forth in the transaction documents) owned as of December 2, 2022 or thereafter acquired.
2.625 % Convertible Senior Notes due 2027
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, Lantheus Medical (the “Guarantor”), a wholly owned subsidiary of the Company, 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 the 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
15
Table of Contents
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 (currently $ 103.75 per share) 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 of 1933, as amended, by holders other than Company affiliates or holders that were Company 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, 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.
Holders of the Notes may require the Company to repurchase their Notes upon the occurrence of a fundamental change prior to the maturity at a repurchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase. In connection with certain triggering events, the Company will, under certain circumstances, increase the conversion rate for holders of the Notes who elect to convert their Notes in connection with such corporate events.
During the third quarter of 2024, the closing price of the Company’s common stock exceeded 130 % of the conversion price of the Notes (initially $ 79.81 per share) for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the quarter (the “Stock Price Conversion Threshold”). As a result, the Notes were convertible at the option of the holders of the Notes during the fourth quarter of 2024, the quarter immediately following the quarter when the Stock Price Conversion Threshold was met, as stated in the terms of the Notes. As a result, holders of $ 4,000 (four thousand dollars) in aggregate principal of Notes elected to convert their Notes, for which the Company elected to pay cash in consideration of its conversion obligation in excess of the aggregate principal amount of the converted Notes when these conversions settled in March 2025. During the first quarter of 2025, the closing price of the Company’s common stock did not exceed the Stock Price Conversion Threshold, so the Notes are not convertible at the option of the holders of the Notes during the second quarter of 2025. Because the Notes are not considered convertible under the terms of the Notes and pursuant to ASC 470, “Debt,” the Company classified the carrying value of the Notes as long-term debt, net and other borrowings on the Company’s condensed consolidated balance sheet as of March 31, 2025.
As of March 31, 2025, the carrying value of the Notes was $ 575.0 million, the Notes had an unamortized discount of $ 9.5 million, and the fair value of the liability was $ 810.7 million. The Company recorded interest expense of approximately $ 3.7 million and $ 3.8 million related to the Notes for the three months ended March 31, 2025 and 2024, respectively.
16
Table of Contents
12. Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss, net of tax for the three months ended March 31, 2025 and 2024 consisted of the following:
(in thousands) Foreign Currency Translation (1)
Accumulated Other Comprehensive Loss
Balance at January 1, 2025
$ ( 1,615 ) $ ( 1,615 )
Other comprehensive loss before reclassifications ( 143 ) ( 143 )
Balance at March 31, 2025
$ ( 1,758 ) $ ( 1,758 )
Balance at January 1, 2024
$ ( 1,037 ) $ ( 1,037 )
Other comprehensive loss before reclassifications
( 141 ) ( 141 )
Balance at March 31, 2024
$ ( 1,178 ) $ ( 1,178 )
(1) For purposes of comprehensive loss disclosures, the Company does not record income tax expense or benefit for the net changes in the foreign currency translation adjustments.
13. 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
March 31,
(in thousands) 2025 2024
Cost of goods sold $ 3,275 $ 2,632
Sales and marketing 3,531 2,792
General and administrative 11,370 7,763
Research and development 3,022 2,197
Total stock-based compensation expense $ 21,198 $ 15,384
17
Table of Contents
14. Net Income Per Common Share
A summary of net income per common share is presented below:
Three Months Ended
March 31,
(in thousands, except per share amounts) 2025 2024
Net income $ 72,945 $ 131,066
Basic weighted-average common shares outstanding 68,675 68,757
Effect of dilutive stock options 272 235
Effect of dilutive restricted stock 1,458 1,103
Effect of convertible notes 1,056 —
Diluted weighted-average common shares outstanding 71,461 70,095
Basic income per common share $ 1.06 $ 1.91
Diluted income per common share $ 1.02 $ 1.87
Antidilutive securities excluded from diluted net income per common share 1,201 2,377
Impact of the Convertible Notes
The Company considered whether the Notes are participating securities through the two-class method. Per the terms of the Indenture, 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. While this feature is considered to be a participating right, basic earnings per share is only impacted if the Company’s earnings exceed the current share price, regardless of whether such dividend is declared. During the three months ended March 31, 2025 and 2024, 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 has 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. See Note 11, “Long-Term Debt, Net, and Other Borrowings” for further discussion on the Notes.
15. Other Income
Other income consisted of the following:
Three Months Ended
March 31,
(in thousands) 2025 2024
Foreign currency loss (gain) $ 78 $ ( 217 )
Interest income ( 9,482 ) ( 8,548 )
Revision of estimated decommissioning costs related to asset retirement obligation (1)
( 4,727 ) —
Other 3 ( 23 )
Total other income, net $ ( 14,128 ) $ ( 8,788 )
(1) See Note 9, “Asset Retirement Obligations,” for more information.
16. 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
18
Table of Contents
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 March 31, 2025, the Company did not have any material ongoing litigation to which the Company was a party.
On January 26, 2024, the Company was sued in the United States District Court for the District of Delaware by Advanced Accelerator Applications USA, Inc. and Advanced Accelerator Applications SA, each a Novartis entity, for patent infringement in response to the filing of the Company’s Abbreviated New Drug Application and Paragraph IV certification in connection with PNT2003, consistent with the process established by the Hatch-Waxman Act. Because the outcome of litigation is uncertain, the Company cannot predict how or when this matter will ultimately be resolved.
On February 23, 2024, the Company filed a patent infringement lawsuit against a healthcare-related imaging software developer, and that developer filed a motion to dismiss the case based on grounds of invalidity for certain patents and failure to state a claim for infringement for other patents. The court dismissed the developer’s motion to dismiss as to invalidity, and granted the motion as to certain allegations of infringement. Because the outcome of litigation is uncertain, the Company cannot predict how or when this matter will ultimately be resolved.
Royalties
On February 6, 2023, the Company acquired Cerveau and made an upfront payment of approximately $ 35.3 million to the stockholders of Cerveau (“Cerveau Stockholders”). The Company paid the Cerveau Stockholders 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 Cerveau 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, as well as up to $ 13.5 million in research revenue milestones upon achievement of specified annual research revenue thresholds. Finally, the Company will pay to the Cerveau Stockholders up to double-digit royalty payments for research revenue and commercial sales. As of March 31, 2025, these contingent payments were not expected to be payable due to the uncertainty around the timing of the future cash flows.
17. Benefit Plans
Nonqualified Deferred Compensation Plan
In October 2024, the Company adopted the LDCP to provide key, highly-compensated employees and non-employee directors an additional opportunity for personal financial planning by allowing an option to defer a portion of their base salary and variable compensation each year. Under the LDCP, which is an elective nonqualified deferred compensation plan, employee participants are eligible to defer up to 80 % of base salary and up to 80 % of any bonus award beginning in 2025. For 2024, employee participants were not eligible to defer any base salary and could only defer up to 25 % of their 2024 bonus award. Non-employee directors that are participants of the LDCP are eligible to defer up to 100 % of their Board fees. Additionally, Company matching or employer contributions may be credited to the plan, although no such matching or employer contributions were made for 2024. Any matching or employer contributions cliff vest after the earlier of (i) five years , (ii) the participant reaching age 55, (iii) death, or (iv) disability. All amounts deferred or credited to a participant’s account (the “Deferred Amounts”) are held in a separate trust which was established by the Company to administer the LDCP. The LDCP assets held in trust by the Company to offset its obligation, which currently consist of mutual funds and could include corporate life insurance policies in future periods, are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes, or a Rabbi Trust (the “Trust”). Amounts deferred (and earnings on those amounts) are generally distributed following termination of employment unless the participant has elected an earlier distribution date, which may be no earlier than January 1st of the second year following the year of deferral. Vested Company matching or employer contributions (and earnings on those amounts) are generally distributed following termination of employment. Participants can elect to receive distributions in a lump sum, in annual installments over a period of not more than ten years for a qualifying distribution event (as defined in the LDCP), or in annual installments over a period of not more than five years if distributions are made prior to termination of employment.
As of March 31, 2025, assets and liabilities held by the Trust were $ 0.7 million and $ 0.6 million, respectively. and were included in investment in equity securities, accrued expenses and other liabilities, and other long-term liabilities, in the Company’s consolidated balance sheets. There were no assets and liabilities held by the Trust as of December 31, 2024. Changes in the LDCP assets and liabilities fair value are charged to investment in equity securities - unrealized loss (gain) during each period and were de minimis for the three months ended March 31, 2025.
19
Table of Contents
18. Acquisitions
Pending Acquisition of Life Molecular Imaging Ltd.
On January 13, 2025, the Company announced that it entered into a definitive agreement to acquire Life Molecular Imaging Ltd. (“Life Molecular”), a subsidiary of Life Healthcare Group Holdings Ltd. Life Molecular is based in Berlin, Germany and is dedicated to advancing novel positron emission tomography (“PET”) radiopharmaceutical diagnostics. The definitive agreement provides for an upfront payment of $ 350.0 million and up to an additional $ 400.0 million in potential earn-out and milestone payments. The transaction is expected to close in 2025, subject to the satisfaction of customary closing conditions.
Acquisition of Assets
On January 8, 2024, the Company entered into an agreement with Perspective to participate in Perspective’s next qualified financing to purchase Perspective Shares. On January 22, 2024, the Company purchased 56,342,355 Perspective Shares, representing 11.39 % of the outstanding Perspective Shares, at the fair market offering price of $ 0.37 per share. Included within the agreement is a covenant which allows for the Company to designate one observer to Perspective’s board of directors. The observer has the option to attend any or all board meetings in a nonvoting capacity and the right to receive any board materials, except under certain instances where attorney-client privilege is necessary, where the material relates to a business or contractual relationship with the Company, to avoid bona fide conflict of interest, exposure of trade secrets or relating to a change of control transaction. The Company purchased an additional 60,431,039 Perspective Shares at a fair market purchase price of $ 0.95 per share as an investor in a private placement transaction on March 6, 2024, which resulted in the Company holding a cumulative 19.90 % of the outstanding Perspective Shares (or 17.35 % on a fully diluted basis) after giving effect to the closing of the private placement transaction. The Company holds less than 20% of the outstanding Perspective Shares and therefore does not have the ability to exercise significant influence over operating and financial policies of Perspective because the Company’s board observer has no voting rights and there is otherwise no participation in policy-making processes, no interchange of managerial personnel, and no sharing of technology between the Company and Perspective. See Note 4, “Fair Value of Financial Instruments,” for more information on the Company’s investment in Perspective Shares.
Also effective January 8, 2024, the Company obtained certain options and rights from Perspective for an aggregate upfront payment of $ 28.0 million in cash. The options and rights received from Perspective that remain open are as follows:
• An exclusive option from Perspective to negotiate for an exclusive license under the rights of Perspective and its affiliates to Perspective’s Pb212-VMT-⍺-NET, a clinical stage alpha therapy developed for the treatment of neuroendocrine tumors, to develop, manufacture, commercialize and otherwise exploit the VMT-α-NET Product.
• A right to co-fund the investigational new drug application (“IND”) enabling studies for early-stage therapeutic candidates targeting prostate-specific membrane antigen and gastrin releasing peptide receptor and, prior to IND filing, a right to negotiate for an exclusive license to such candidates.
None of these options and rights have been exercised as of March 31, 2025.
Costs of in-process research and development (“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 $ 28.0 million was recognized in research and development (“R&D”) expenses during the three months ended March 31, 2024.
Also effective January 8, 2024, the Company entered into an agreement with Perspective to transfer the Somerset Facility and the associated assets at the Somerset Facility for $ 8.0 million. The transfer of the sublease and completion of the asset sale occurred on March 1, 2024 at which time the Company had no further continuing legal obligations related to the lease. See Note 7, “Property, Plant and Equipment, Net” to these condensed consolidated financial statements for additional details.
On June 14, 2024, Perspective effected a 1-for-10 reverse stock split, after which the Company held 11,677,339 shares of Perspective’s common stock.
On June 15, 2024, the Company entered into an agreement with Radiopharm to acquire all of Radiopharm’s rights to two licensed preclinical assets for an upfront payment of $ 2.0 million. The Company acquired global exclusive rights to both a leucine-rich repeat-containing protein 15 (“LRRC15”)-targeted monoclonal antibody and to a Trophoblast cell surface antigen 2 (“TROP2”)-targeted nanobody. LRRC15, which is also known as LNTH-2403, is a potential first-in-class, highly specific monoclonal antibody radio-conjugate with both Orphan Drug and Rare Pediatric Disease designations from the U.S. Food and Drug Administration for the treatment of osteosarcoma. The agent is designed to target the surrounding tumor micro-environment cells expressing the protein potentially treating a broad range of cancers. The TROP2-targeted nanobody radio-conjugate, which is also known as LNTH-2404, is
20
Table of Contents
designed to target TROP2, an intracellular calcium signal transducer that is overexpressed in various types of adenocarcinomas with minimal expression in normal tissues and is associated with tumor aggressiveness, poor prognosis and drug resistance.
In connection with this acquisition, the Company assumed the underlying license agreements related to the two preclinical assets, together with their respective milestone and royalty payment obligations. The Company could pay up to an additional $ 20.0 million in milestone payments upon achievement of specified regulatory milestones. The Company could also pay up to an additional $ 6.5 million in sales milestone payments upon the achievement of specified annual commercial sales thresholds in the event the Company pursues commercialization, as well as royalty payments for commercial sales. 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 $ 2.0 million was recognized in R&D expenses in 2024 related to the Radiopharm transaction.
During the third quarter of 2024, the Company purchased 149,625,180 Radiopharm Shares at the fair market offering price of approximately $ 0.03 per share, for an aggregate purchase price of approximately $ 5.0 million. In January 2025, the Company purchased an additional 133,333,333 Radiopharm Shares at the fair market offering price of approximately $ 0.04 per share, for $ 5.0 million in the aggregate. At March 31, 2025, the Company held 282,958,513 Radiopharm Shares. See Note 4, “Fair Value of Financial Instruments,” for more information on the Company’s investment in Radiopharm Shares.
On June 18, 2024, the Company acquired Meilleur, including its asset NAV-4694, an investigational late-stage F-18-labeled PET imaging agent that targets beta amyloids in Alzheimer’s disease. The Company determined that upon review of the Meilleur acquisition, the transaction did not meet the definition of a business combination and is therefore treated as an asset acquisition.
The Company made an upfront payment of approximately $ 32.9 million to the Meilleur Stockholders on June 18, 2024 and paid an additional $ 10.0 million in August 2024 after the successful completion of a technology transfer. The Company could pay up to an additional $ 43.0 million in milestone payments upon achievement of specified U.S. regulatory milestones related to NAV-4694. The Meilleur Stockholders are also eligible to receive up to $ 830.0 million in sales milestone payments upon the achievement of specified annual commercial sales thresholds of NAV-4694 as well as up to $ 4.0 million in remaining research milestones upon achievement of specified clinical studies at academic institutions thresholds. Research revenue is derived from existing partnerships with pharmaceutical companies and academic institutions that use NAV-4694 in clinical trials. Additionally, the Company could pay the Meilleur Stockholders up to double-digit royalty payments for research revenue and commercial sales.
On July 3, 2024, the Company acquired from Life Molecular the global rights to RM2, a gastrin-releasing peptide receptor-targeting agent, including the associated novel, clinical-stage radiotherapeutic and radiodiagnostic pair, referred to as 177Lu-DOTA-RM2 and 68Ga-DOTA-RM2, for an upfront payment of $ 35.0 million plus a $ 1.0 million payment made prior to the acquisition (the “RM2 Asset Purchase”). In addition, in March 2025, the Company paid a $ 5.4 million milestone payment related to regulatory activities. The Company could pay up to an additional 127.5 million Euros in regulatory milestone payments upon achievement of clinical trial thresholds and approvals in different regions, plus royalties. The Company could pay up to 280.0 million Euros in sales milestone payments upon the achievement of specified annual commercial sales threshold of RM2 in the event the Company pursues commercialization. Additionally, the Company could pay up to 25.0 million Euros for collaboration payments inclusive of all costs including employee costs, payments due to certain universities, out-of-pocket expenses and services costs, as well as up to 5.0 million Euros for any additional development services performed by Life Molecular through July 3, 2026.
Costs of IPR&D projects acquired as part of an asset acquisition that have no alternative future use are expensed when incurred, and therefore, charges of $ 5.4 million and $ 36.0 million were recognized in R&D expenses during 2025 and 2024, respectively, related to the RM2 Asset Purchase. Global rights are exclusive for therapeutic fields in all countries and diagnostic fields in the Americas and co-exclusive with Life Molecular for diagnostic fields outside of the Americas.
19. Segment Information
The Company operates as one business segment. The results of this operating segment are regularly reviewed by the Company’s chief operating decision maker (“CODM”), the Chief Executive Officer. The CODM 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. In order to evaluate the reportable segment’s performance, the CODM uses net income and gross margin based on the condensed consolidated statements of operations. The CODM uses net income to monitor budget and forecast versus actual results in assessing segment performance and to evaluate income generated from segment assets in deciding how to allocate resources. The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets.
Significant segment expenses reviewed by the CODM include sales and marketing, general and administrative, and R&D expenses as reported in the Company’s condensed consolidated statements of operations. However, the CODM reviews R&D expenses in more detail for certain expenses related to the Company’s development of new products and clinical programs. The approximate disaggregated amounts that comprise R&D expenses regularly reviewed by the CODM are as follows:
21
Table of Contents
Three Months Ended
March 31,
(in thousands) 2025 2024
Program third-party research and development expenses $ 8,429 $ 3,331
Other research and development expenses (1)
27,885 44,693
Total research and development expenses $ 36,314 $ 48,024
(1) Other R&D expenses consist of all other R&D costs incurred for the benefit of multiple R&D programs, including legal, employee costs, depreciation, information technology, other facility-bases expenses and other third-party costs.
20. Subsequent Events
Acquisition of Evergreen Theragnostics, Inc.
On April 1, 2025, the Company acquired Evergreen Theragnostics, Inc. (“Evergreen”) by means of a statutory merger of a subsidiary of the Company with and into Evergreen, with Evergreen surviving as the Company’s wholly-owned subsidiary (the “Evergreen Merger”), pursuant to the terms of the Agreement and Plan of Merger (the “Evergreen Merger Agreement”) with Evergreen and Shareholder Representative Services LLC. Evergreen is a clinical-stage radiopharmaceutical company engaged in contract development and manufacturing services as well as drug discovery and commercialization of proprietary products.
In connection with the closing of the Evergreen Merger, the Company paid approximately $ 275.0 million in cash, subject to customary adjustments as set forth in the Evergreen Merger Agreement, representing a $ 250.0 million upfront cash payment and a $ 25.0 million milestone payment in respect of a milestone achieved after the date of the Evergreen Merger Agreement and prior to the closing of the Evergreen Merger. Additional milestone payments up to an aggregate of $ 727.5 million in cash, which may be adjusted pursuant to the Evergreen Merger Agreement, remain potentially payable under the Evergreen Merger Agreement and are subject to the achievement of certain milestone trigger events and the other terms and conditions set forth in the Evergreen Merger Agreement. The Company paid a deposit of $ 50.0 million to the paying agent on March 31, 2025 in connection with the Evergreen Merger.
Sale of SPECT business
On May 1, 2025, the Company entered into a definitive agreement to sell the Company’s single-photon emission computerized tomography (“SPECT”) business to Illuminated Holdings, Inc., the parent company of SHINE Technologies, LLC (“SHINE”). Under the terms of the agreement, SHINE will acquire the Company’s SPECT business, including its diagnostic agents (TechneLite, NEUROLITE, Xenon Xe-133 Gas, and Cardiolite), the portion of the North Billerica, Massachusetts campus that manufactures the Company’s SPECT products and the SPECT-related Canadian operations. The transaction is expected to close by the end of this year, subject to customary closing conditions.
22
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.