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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

⌧	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

◻	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-36509

AMPHASTAR PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

33-0702205

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)


11570 6^th Street
Rancho Cucamonga, CA		91730
(Address of principal executive offices)		(zip code)

(909) 980-9484

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No ⌧

Securities registered pursuant to Section 12(b) of the Act:

The number of shares outstanding of the registrant’s only class of common stock as of October 31, 2025 was 45,952,174.

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

TABLE OF CONTENTS

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

Special Note About Forward-Looking Statements





Part I. FINANCIAL INFORMATION
		PAGE
Item 1. Financial Statements (unaudited):
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024		1
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024		2
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024		3
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024		4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024		5
Notes to Condensed Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosure about Market Risk		40
Item 4. Controls and Procedures		40
Part II. OTHER INFORMATION
Item 1. Legal Proceedings		41
Item 1A. Risk Factors		41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		45
Item 3. Defaults Upon Senior Securities		45
Item 4. Mine Safety Disclosures		45
Item 5. Other Information		45
Item 6. Exhibits		47
Signatures		48

Table of Contents

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or Quarterly Report, contains “forward-looking statements” that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the following words: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these identifying words. Forward-looking statements relate to future events or future financial performance or condition and involve known and unknown risks, uncertainties and other factors that could cause actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by the forward-looking statements. These forward-looking statements include, but are not limited to, statements about:

●

our expectations regarding the sales and marketing of our products;

●

our expectations regarding our manufacturing and production and the integrity of our supply chain for our products, including the risks associated with our single source suppliers;

●

our business and operations in general, including: adverse impacts of global conflicts and challenging macroeconomic conditions and market uncertainty on our business, financial condition, operations, cash flows and liquidity;

●

our ability to attract, hire, and retain highly skilled personnel;

●

interruptions to our manufacturing and production as a result of natural catastrophic events or other causes beyond our control such as power disruptions, pandemics, wars, terrorist attacks or other events;

●

the timing and likelihood of U.S. Food and Drug Administration, or the FDA, approvals and regulatory actions on our product candidates, manufacturing activities and product marketing activities;

●

our ability to advance product candidates in our platforms into successful and completed clinical trials and our subsequent ability to successfully commercialize our product candidates;

●

cost and delays resulting from the extensive pharmaceutical regulations to which we are subject;

●

our ability to compete in the development and marketing of our products and product candidates;

●

our expectations regarding the business of our Chinese subsidiary, Amphastar Nanjing Pharmaceuticals, Ltd., or ANP;

●

the potential for adverse application of environmental, health and safety and other laws and regulations on our operations;

●

our expectations for market acceptance of our new products and proprietary drug delivery technologies, as well as those of our active pharmaceutical ingredient, or API, customers;

●

the effects of reforms in healthcare regulations and reductions in pharmaceutical pricing, reimbursement and coverage;

●

our expectations in obtaining insurance coverage and adequate reimbursement for our products from third-party payers;

●

the amount of price concessions or exclusion of suppliers adversely affecting our business;

●

variations in intellectual property laws, our ability to establish and maintain intellectual property protection for our products and our ability to successfully defend our intellectual property in cases of alleged infringement;

●

the implementation of our business strategies, product development strategies and technology utilization;

●

the potential for exposure to product liability claims;

●

our ability to successfully bid for suitable acquisition targets or licensing opportunities, or to consummate and integrate acquisitions, divestitures or investments, including the anticipated benefits of such acquisitions, divestitures or investments;

●

our ability to expand internationally;

●

economic and industry trends and trend analysis;

●

our ability to remain in compliance with laws and regulations that currently apply or become applicable to our business both in the United States and internationally;

●

the impact of trade tariffs, export or import restrictions, or other trade barriers;

●

the impact of the Patient Protection and Affordable Care Act (as amended) and other legislative and regulatory healthcare reforms in the countries in which we operate including the potential for drug price controls;

●

the impact of global and domestic tax reforms;

●

the timing for completion and the validation of the new construction at our ANP and Amphastar facilities;

●

the timing and extent of share buybacks; and

●

our financial performance expectations, including our expectations regarding our backlog, revenue, cost of revenue, gross profit or gross margin, operating expenses, including changes in research and development, sales and marketing and general and administrative expenses, and our ability to achieve and maintain future profitability.

You should read this Quarterly Report and the documents that we reference elsewhere in this Quarterly Report completely and with the understanding that our actual results may differ materially from what we expect as expressed or implied by our forward-looking statements. In light of the significant risks and uncertainties to which our forward-looking statements are subject, you should not place undue reliance on or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. We discuss many of these risks and uncertainties in greater detail in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2024, particularly in Item 1A. “Risk

Table of Contents

Factors.” These forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report regardless of the time of delivery of this Quarterly Report, and such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Quarterly Report.

Unless expressly indicated or the context requires otherwise, references in this Quarterly Report to “Amphastar,” “the Company,” “we,” “our,” and “us” refer to Amphastar Pharmaceuticals, Inc. and our subsidiaries.

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMPHASTAR PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	September 30,		December 31,
	2025		2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	216,265	$	151,609
Restricted cash		235		235
Short-term investments		59,944		70,036
Restricted short-term investments		2,200		2,200
Accounts receivable, net		146,808		136,289
Inventories, net		185,932		153,741
Income tax refunds and deposits		2,065		1,747
Prepaid expenses and other assets		26,021		18,214
Total current assets		639,470		534,071

Property, plant, and equipment, net		308,689		297,345
Finance lease right-of-use assets		259		383
Operating lease right-of-use assets		44,577		46,899
Goodwill and intangible assets, net		572,237		590,660
Long-term investments		—		10,996
Other assets		29,866		25,992
Deferred tax assets		71,124		71,124
Total assets	$	1,666,222	$	1,577,470

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	190,844	$	157,057
Income taxes payable		5,633		9,664
Current portion of long-term debt		923		234
Current portion of operating lease liabilities		7,827		6,804
Total current liabilities		205,227		173,759

Long-term reserve for income tax liabilities		6,957		6,957
Long-term debt, net of current portion and unamortized debt issuance costs		608,582		601,630
Long-term operating lease liabilities, net of current portion		39,441		41,881
Other long-term liabilities		29,269		20,945
Total liabilities		889,476		845,172
Commitments and contingencies (see Note 17)
Stockholders’ equity:
Preferred stock: par value $0.0001; 20,000,000 shares authorized; no shares issued and outstanding		—		—
Common stock: par value $0.0001; 300,000,000 shares authorized; 61,677,781 and 46,348,863 shares issued and outstanding, respectively, as of September 30, 2025 and 60,847,124 and 47,617,691 shares issued and outstanding, respectively, as of December 31, 2024		6		6
Additional paid-in capital		527,215		505,400
Retained earnings		642,451		568,787
Accumulated other comprehensive loss		(5,273)		(9,181)
Treasury stock		(387,653)		(332,714)
Total stockholders' equity		776,746		732,298
Total liabilities and stockholders’ equity	$	1,666,222	$	1,577,470

See Accompanying Notes to Condensed Consolidated Financial Statements.

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AMPHASTAR PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per share data)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net revenues:
Product revenues, net	$	191,840	$	188,819	$	536,782	$	525,836
Other revenues		—		2,395		—		19,608
Total net revenues		191,840		191,214		536,782		545,444

Cost of revenues		93,194		89,273		266,395		258,237
Gross profit		98,646		101,941		270,387		287,207

Operating expenses:
Selling, distribution, and marketing		11,505		8,995		33,606		27,378
General and administrative		39,467		14,821		69,454		43,782
Research and development		22,354		21,077		62,530		55,772
Total operating expenses		73,326		44,893		165,590		126,932

Income from operations		25,320		57,048		104,797		160,275

Non-operating expenses:
Interest income		2,246		2,427		6,256		8,320
Interest expense		(6,284)		(6,698)		(18,851)		(23,918)
Other income (expenses), net		231		(5,094)		(492)		1,125
Total non-operating expenses, net		(3,807)		(9,365)		(13,087)		(14,473)

Income before income taxes		21,513		47,683		91,710		145,802
Income tax provision		4,163		7,254		18,045		23,674
Income before equity in losses of unconsolidated affiliate		17,350		40,429		73,665		122,128

Equity in losses of unconsolidated affiliate		—		—		—		(573)

Net income	$	17,350	$	40,429	$	73,665	$	121,555

Net income per share:
Basic	$	0.38	$	0.83	$	1.57	$	2.50

Diluted	$	0.37	$	0.78	$	1.52	$	2.32

Weighted-average shares used to compute net income per share:
Basic		46,474		48,621		47,021		48,580

Diluted		47,677		51,862		48,565		52,307

See Accompanying Notes to Condensed Consolidated Financial Statements.

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AMPHASTAR PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; in thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net income	$	17,350	$	40,429	$	73,665	$	121,555

Other comprehensive income (loss), net of income taxes
Foreign currency translation adjustment		88		5		3,908		(343)
Total other comprehensive income (loss)		88		5		3,908		(343)

Total comprehensive income	$	17,438	$	40,434	$	77,573	$	121,212

See Accompanying Notes to Condensed Consolidated Financial Statements.

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AMPHASTAR PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited; in thousands, except share data)


	Common Stock							Accumulated		Treasury Stock
				Additional				Other
				Paid-in		Retained		Comprehensive
	Shares	Amount		Capital		Earnings		Loss		Shares	Amount		Total
Balance as of December 31, 2024	60,847,124	$	6	$	505,400	$	568,787	$	(9,181)	(13,229,433)	$	(332,714)		732,298
Net income	—		—		—		25,285		—	—		—		25,285
Other comprehensive income	—		—		—		—		1,212	—		—		1,212
Purchase of treasury stock	—		—		—		—		—	(393,836)		(11,219)		(11,219)
Issuance of common stock in connection with the Company's equity plans	446,322		—		(4,685)		—		—	—		—		(4,685)
Share-based compensation expense	—		—		8,393		—		—	—		—		8,393
Balance as of March 31, 2025	61,293,446	$	6	$	509,108	$	594,071	$	(7,969)	(13,623,269)	$	(343,933)	$	751,283
Net income	—		—		—		31,030		—	—		—		31,030
Other comprehensive income	—		—		—		—		2,608	—		—		2,608
Purchase of treasury stock	—		—		—		—		—	(1,541,860)		(39,000)		(39,000)
Issuance of treasury stock in connection with the Company's equity plans	—		—		(88)		—		—	6,131		88		—
Issuance of common stock in connection with the Company's equity plans	356,161		—		5,179		—		—	—		—		5,179
Share-based compensation expense	—		—		6,382		—		—	—		—		6,382
Balance as of June 30, 2025	61,649,607	$	6	$	520,581	$	625,102	$	(5,361)	(15,158,998)	$	(382,846)	$	757,482
Net income	—		—		—		17,350		—	—		—		17,350
Other comprehensive income	—		—		—		—		88	—		—		88
Purchase of treasury stock	—		—		—		—		—	(172,920)		(4,850)		(4,850)
Issuance of treasury stock in connection with the Company's equity plans	—		—		(42)		—		—	3,000		42		—
Issuance of common stock in connection with the Company's equity plans	28,174		—		379		—		—	—		—		379
Share-based compensation expense	—		—		6,297		—		—	—		—		6,297
Balance as of September 30, 2025	61,677,781	$	6	$	527,215	$	642,451	$	(5,273)	(15,328,918)	$	(387,653)	$	776,746


	Common Stock							Accumulated		Treasury Stock
				Additional				Other
				Paid-in		Retained		Comprehensive
	Shares	Amount		Capital		Earnings		Loss		Shares	Amount		Total
Balance as of December 31, 2023	59,390,194	$	6	$	486,056	$	409,268	$	(8,478)	(11,321,313)	$	(247,431)		639,421
Net income	—		—		—		43,177		—	—		—		43,177
Other comprehensive loss	—		—		—		—		(291)	—		—		(291)
Issuance of treasury stock in connection with the Company's equity plans	—		—		(33)		—		—	2,197		33		—
Issuance of common stock in connection with the Company's equity plans	770,265		—		(17,311)		—		—	—		—		(17,311)
Share-based compensation expense	—		—		7,360		—		—	—		—		7,360
Balance as of March 31, 2024	60,160,459	$	6	$	476,072	$	452,445	$	(8,769)	(11,319,116)	$	(247,398)	$	672,356
Net income	—		—		—		37,949		—	—		—		37,949
Other comprehensive loss	—		—		—		—		(57)	—		—		(57)
Purchase of treasury stock	—		—		—		—		—	(207,288)		(8,498)		(8,498)
Issuance of treasury stock in connection with the Company's equity plans	—		—		(97)		—		—	6,363		97		—
Issuance of common stock in connection with the Company's equity plans	321,996		—		5,816		—		—	—		—		5,816
Share-based compensation expense	—		—		5,780		—		—	—		—		5,780
Balance as of June 30, 2024	60,482,455	$	6	$	487,571	$	490,394	$	(8,826)	(11,520,041)	$	(255,799)	$	713,346
Net income	—		—		—		40,429		—	—		—		40,429
Other comprehensive income	—		—		—		—		5	—		—		5
Purchase of treasury stock	—		—		—		—		—	(797,038)		(34,958)		(34,958)
Issuance of common stock in connection with the Company's equity plans	207,621		—		3,260		—		—	—		—		3,260
Share-based compensation expense	—		—		5,596		—		—	—		—		5,596
Balance as of September 30, 2024	60,690,076	$	6	$	496,427	$	530,823	$	(8,821)	(12,317,079)	$	(290,757)	$	727,678

See Accompanying Notes to Condensed Consolidated Financial Statements.

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AMPHASTAR PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)


	Nine Months Ended
	September 30,
	2025		2024
Cash Flows From Operating Activities:
Net income	$	73,665	$	121,555
Reconciliation to net cash provided by operating activities:
Loss on disposal of assets		33		110
Loss on interest rate swaps and foreign currency transactions, net		2,021		1,496
Depreciation of property, plant, and equipment		23,576		20,992
Amortization of intangible assets		18,778		18,539
Operating lease right-of-use asset amortization		4,860		3,010
Amortization of discounts, premiums, and debt issuance costs		2,489		5,308
Equity in losses of unconsolidated affiliate		—		573
Share-based compensation expense		21,072		18,736
Changes in operating assets and liabilities:
Accounts receivable, net		(9,599)		(24,577)
Inventories		(30,072)		(24,329)
Prepaid expenses and other assets		(13,358)		(10,489)
Income tax refunds, deposits, and payable, net		(4,345)		(5,147)
Operating lease liabilities		(3,953)		(2,866)
Accounts payable and accrued liabilities		38,085		61,451
Net cash provided by operating activities		123,252		184,362

Cash Flows From Investing Activities:
BAQSIMI^® acquisition		—		(129,000)
Purchases and construction of property, plant, and equipment		(26,610)		(28,630)
Purchase of intangible assets		(2,250)		—
Purchase of investments		(50,825)		(47,507)
Maturity of investments		73,849		118,538
Deposits and other assets		(3,927)		(2,653)
Net cash used in investing activities		(9,763)		(89,252)

Cash Flows From Financing Activities:
Proceeds from equity plans, net of withholding tax payments		873		(8,234)
Purchase of treasury stock		(55,070)		(43,456)
Debt issuance costs		(679)		(838)
Proceeds from borrowing under lines of credit		5,943		13,565
Principal payments on long-term debt		(119)		(8,148)
Net cash used in financing activities		(49,052)		(47,111)

Effect of exchange rate changes on cash		219		(179)

Net increase in cash, cash equivalents, and restricted cash		64,656		47,820

Cash, cash equivalents, and restricted cash at beginning of period		151,844		144,531

Cash, cash equivalents, and restricted cash at end of period	$	216,500	$	192,351

Noncash Investing and Financing Activities:
Capital expenditures included in accounts payable	$	6,528	$	5,120
Operating lease right-of-use assets in exchange for operating lease liabilities	$	2,537	$	2,386

Supplemental Disclosures of Cash Flow Information:
Interest paid, net of capitalized interest	$	19,137	$	22,389
Income taxes paid	$	22,308	$	29,000

See Accompanying Notes to Condensed Consolidated Financial Statements.

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. General

Amphastar Pharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, hereinafter referred to as the “Company”), is a biopharmaceutical company that focuses primarily on developing, manufacturing, marketing, and selling technically challenging generic and proprietary injectable, inhalation, and intranasal products, including products with high technical barriers to market entry. Additionally, the Company sells insulin active pharmaceutical ingredient, or API, products. Most of the Company’s products are used in hospital or urgent care clinical settings and are primarily contracted and distributed through group purchasing organizations and drug wholesalers. The Company’s insulin API products are sold to other pharmaceutical companies for use in their own products and are being used by the Company in the development of injectable pharmaceutical products. The Company’s over-the-counter inhalation product, Primatene MIST^®, is primarily distributed through drug retailers.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2024 and the notes thereto as filed with the Securities and Exchange Commission, or SEC, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, have been condensed or omitted from the accompanying condensed consolidated financial statements. The accompanying year-end condensed consolidated balance sheet was derived from the audited financial statements. The accompanying interim financial statements are unaudited, but reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position, results of operations, comprehensive income, stockholders’ equity, and cash flows for the periods presented. Unless otherwise noted, all such adjustments are of a normal, recurring nature. The Company’s results of operations, comprehensive income and cash flows for the interim periods are not necessarily indicative of the results of operations and cash flows that it may achieve in future periods.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and are prepared in accordance with GAAP. All intercompany activity has been eliminated in the preparation of the condensed consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary to present fairly the consolidated financial position, results of operations, and cash flows of the Company.

The Company’s subsidiaries include: (1) International Medication Systems, Limited, or IMS, (2) Armstrong Pharmaceuticals, Inc., or Armstrong, (3) Amphastar Nanjing Pharmaceuticals Inc., or ANP, (4) Amphastar France Pharmaceuticals, S.A.S., or AFP, (5) Amphastar UK Ltd., or AUK, and (6) International Medication Systems (UK) Limited, or IMS UK.

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The principal accounting estimates include: fair value of financial instruments, allowance for credit losses, discounts, provision for chargebacks and rebates, provision for product returns, adjustment of inventory to its net realizable value, impairment of investments, long-lived and intangible assets and goodwill, litigation reserves, stock price volatility for share-based compensation expense, valuation allowances for deferred tax assets, and liabilities for uncertain income tax positions.

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Foreign Currency

The functional currency of the Company, its domestic subsidiaries, its Chinese subsidiary ANP, and its U.K. subsidiary, AUK, is the U.S. Dollar, or USD. ANP maintains its books of record in Chinese yuan. These books are remeasured into the functional currency of USD using the current or historical exchange rates. The resulting currency remeasurement adjustments and other transactional foreign currency exchange gains and losses are reflected in the Company’s condensed consolidated statements of operations.

The Company’s French subsidiary, AFP, maintains its books of record in euros. AUK’s subsidiary, IMS UK, maintains its books of record in British pounds. These local currencies have been determined to be the subsidiaries’ respective functional currencies. Activities in the statements of operations are translated to USD using average exchange rates during the period. Assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date. Equity is translated at the prevailing rate of exchange at the date of the equity transactions. Translation adjustments are reflected in stockholders’ equity and are included as a component of other comprehensive income. The unrealized gains or losses of intercompany foreign currency transactions that are of a long-term investment nature are reported in other accumulated comprehensive income.

The unrealized gains and losses of intercompany foreign currency transactions that are of a long-term investment nature were a $0.1 million gain and a $4.0 million gain for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, the unrealized gains and losses of intercompany foreign currency transactions that are of a long-term investment nature were a $1.4 million gain and a $0.4 million gain, respectively.

Comprehensive Income

The Company’s comprehensive income includes foreign currency translation gains and losses.

Advertising Expense

Advertising expenses, primarily associated with Primatene MIST^®, are recorded as they are incurred, except for expenses related to the development of a major commercial or media campaign, which are expensed in the period in which the commercial or campaign is first presented, and are reflected as a component of selling, distribution and marketing in the Company’s condensed consolidated statements of operations. For the three and nine months ended September 30, 2025, advertising expenses were $2.6 million and $8.1 million, respectively. For the three and nine months ended September 30, 2024, advertising expenses were $2.5 million and $7.8 million, respectively.

Financial Instruments

The Company’s accompanying condensed consolidated balance sheets include the following financial instruments: cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses, short-term borrowings, and long-term obligations. The Company considers the carrying amounts of current assets and liabilities on the condensed consolidated balance sheets to approximate the fair value of these financial instruments due to the short maturity of these items. The carrying value of the Company’s long-term obligations, with the exception of the convertible debt (see Note 13), approximates their fair value, as the stated borrowing rates are comparable to rates currently offered to the Company for instruments with similar maturities. The Company at times enters into interest rate swap contracts to manage its exposure to interest rate changes and its overall cost of long-term debt. The Company’s interest rate swap contracts exchange the variable interest rates for fixed interest rates.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash, money market accounts, certificates of deposit and highly liquid investments with original maturities of three months or less.

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Investments

Investments as of September 30, 2025 and December 31, 2024 consisted of certificates of deposit and investment grade corporate, agency and municipal bonds with original maturity dates between three and nineteen months.

Restricted Cash

Restricted cash is collateral required for the Company to guarantee certain vendor payments in France. As of September 30, 2025 and December 31, 2024, the restricted cash balance was $0.2 million.

Restricted Short-Term Investments

Restricted short-term investments consist of certificates of deposit that are collateral for standby letters of credit to qualify for workers’ compensation self-insurance. The certificates of deposit have original maturities greater than three months, but less than one year. As of September 30, 2025 and December 31, 2024, the balance of restricted short-term investments was $2.2 million.

Deferred Income Taxes

The Company utilizes the liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statements and the tax basis of assets and liabilities using enacted tax rates. A valuation allowance is recorded when it is more likely than not that the deferred tax assets will not be realized.

Debt Issuance Costs

Debt issuance costs related to non-revolving debt are recognized as a reduction to the related debt balance in the accompanying condensed consolidated balance sheets and amortized to interest expense over the contractual term of the related debt using the effective interest method. Debt issuance costs associated with revolving debt are capitalized within other long-term assets on the condensed consolidated balance sheets and are amortized to interest expense over the term of the related revolving debt.

Convertible Debt

The Company accounts for its convertible debt instruments as a single unit of account, a liability, because the Company concluded that the conversion features do not require bifurcation as a derivative under Accounting Standards Codification, or ASC, 815-15, Derivatives and Hedging and the Company did not issue its convertible debt instruments at a substantial premium.

In accordance with Accounting Standards Update, or ASU, 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, the Company evaluates convertible debt instruments to determine if the conversion feature is freestanding or embedded. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. If no beneficial conversion features exist that require separate recognition, convertible debt instruments are accounted for as a single liability measured at its amortized cost as long as no other features require separation and recognition as derivatives.

Capitalized Software Implementation Costs

The Company capitalizes certain software implementation costs incurred under a cloud computing arrangement that is a service contract. Costs incurred during the preliminary project phase or planning and research phase are expensed as

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

incurred. Costs incurred during the application development stage related to the implementation of the hosting arrangement are capitalized and included within other assets on the accompanying condensed consolidated balance sheets. Capitalized implementation costs are amortized on a straight-line basis over the term of the associated hosting arrangement when ready for its intended use. Capitalized implementation costs were $4.9 million as of September 30, 2025 and are included in other long-term assets in the Company’s condensed consolidated balance sheet. As of December 31, 2024, the Company did not have any capitalized implementation costs. For the three and nine months ended September 30, 2025 and 2024, the Company did not record any amortization expense for capitalized implementation costs.

Litigation, Commitments and Contingencies

Litigation, commitments and contingencies are accrued when management, after considering the facts and circumstances of each matter as then known, has determined it is probable a liability will be found to have been incurred and the amount of the loss can be reasonably estimated. When only a range of amounts is reasonably estimable and no amount within the range is more likely than another, the low end of the range is recorded. Legal fees are expensed as incurred. Due to the inherent uncertainties surrounding gain contingencies, the Company generally does not recognize potential gains until they are realized.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standard Board, or FASB, issued ASU 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation table, as well as disclosure of income taxes paid disaggregated by jurisdiction. The disclosure requirements will be applied prospectively, with retrospective application permitted. The standard is effective for the Company for fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption will impact the Company’s disclosure, but is not expected to have a material impact on the Company’s results of operations or financial condition.

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting-Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of disclosure requirements related to the new standard on its financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU amends the existing standard to remove all references to prescriptive and sequential software development project stages. Under this guidance, eligible software development costs will begin to be capitalized when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. In evaluating whether it is probable the project will be completed; management is required to consider whether there is significant uncertainty associated with the development activities of the software. This guidance is effective for all annual periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The guidance may be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is currently evaluating the impact of disclosure requirements related to the new standard on its financial statements.

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Revenue Recognition

Product revenues, net

In accordance with ASC 606 Revenue from Contracts with Customers, revenue is recognized at the time that the Company’s customers obtain control of the promised goods and we satisfy the Company’s performance obligations, which is generally at the time of product delivery to the Company’s customers. In some cases, the Company’s performance obligation is satisfied, and revenue is recognized at the time of shipment when stipulated by the terms of the sale agreements.

The consideration to which the Company expects to be entitled includes a stated list price, less various forms of variable consideration including provision for chargebacks and rebates, accrual for product returns, prompt pay discounts, distributor fees, patient co-pay assistance, and other related deductions. These deductions to product sales are referred to as gross-to-net deductions and are estimated and recorded in the period in which the related product sales occur. Payment terms offered to customers generally range from 30 to 75 days; however, payment terms differ by jurisdiction, by customer and, in some instances, by type of product. Revenues from product sales, net of gross-to-net deductions, are recorded only to the extent a significant reversal in the amount of cumulative revenue recognized is not probable of occurring when the uncertainty associated with gross-to-net deductions is subsequently resolved. Taxes assessed by governmental authorities and collected from customers are excluded from product sales. If the Company expects, at contract inception, that the period between the transfer of control and corresponding payment from the customer will be one year or less, the amount of consideration is not adjusted for the effects of a financing component. Shipping and handling activities are considered to be fulfillment activities rather than a separate performance obligation and are recorded within selling, distribution and marketing expenses in the accompanying condensed consolidated statements of operations.

Provision for Chargebacks and Rebates: The provision for chargebacks and rebates is a significant estimate used in the recognition of revenue. Wholesaler chargebacks relate to sales terms under which the Company agrees to reimburse wholesalers for differences between the gross sales prices at which the Company sells its products to wholesalers and the actual prices of such products that wholesalers resell under the Company’s various contractual arrangements with third parties such as hospitals, group purchasing organizations and pharmacy benefit managers in the United States. Rebates include primarily amounts paid to retailers, payers, and providers in the United States, including those paid to Medicare and state Medicaid programs, and are based on contractual arrangements or statutory requirements. The Company estimates chargebacks and rebates using the expected value method at the time of sale to customers based on inventory stocking levels, historical chargeback and rebate rates, and current contract pricing.

The provision for chargebacks and rebates is reflected as a component of product revenues, net. The following table is an analysis of the chargeback and rebate provision:


	Nine Months Ended
	September 30,
	2025		2024

	(in thousands)
Beginning balance	$	60,331	$	27,920
Provision for chargebacks and rebates		299,315		211,791
Credits and payments issued to third parties		(299,660)		(178,834)
Ending balance	$	59,986	$	60,877

Changes in the chargeback provision from period to period are primarily dependent on the Company’s sales to its wholesalers, the level of inventory held by wholesalers, and the wholesalers’ customer mix. Changes in the rebate provision from period to period are primarily dependent on retailers’ and other indirect customers’ purchases. The approach that the Company uses to estimate chargebacks and rebates has been consistently applied for all periods presented. Variations in estimates have been historically small. The Company continually monitors the provision for chargebacks and rebates and makes adjustments when it believes that the actual chargebacks and rebates may differ from

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

the estimates. Accounts receivable and/or accounts payable and accrued liabilities are reduced and/or increased by the chargebacks and rebate amounts depending on whether the Company has the right to offset with the customer.

The provision for chargebacks and rebates is included in the following balance sheet accounts:


	September 30,		December 31,
	2025		2024

	(in thousands)
Reduction to accounts receivable, net	$	25,046	$	26,258
Accounts payable and accrued liabilities		34,940		34,073
Total	$	59,986	$	60,331

Accrual for Product Returns: The Company offers certain customers the right to return qualified excess or expired inventory for full or partial credit. The Company’s product returns primarily consist of the returns of expired products from sales made in prior periods. Returned products cannot be resold. At the time product revenue is recognized, the Company records an accrual for product returns estimated using the expected value method. The accrual is based, in part, upon the historical relationship of product returns to sales and customer contract terms. The Company also assesses other factors that could affect product returns including market conditions, product obsolescence, and new competition.

Prompt Pay Discounts: The Company provides its customers with a percentage discount on their invoice if the customers pay within the agreed upon timeframe. The Company generally expects that its customers will earn such prompt pay discounts. The Company estimates the probability of customers paying promptly based on the percentage of discount outlined in the purchase agreement between the two parties, and deducts the full amount of these discounts from gross product sales and accounts receivable at the time revenue is recognized.

Distributor Fees: The Company engages with wholesalers to distribute its products to end customers. The Company pays the wholesalers a fee for services such as: inventory management, chargeback administration, and service level commitments. The Company estimates the amount of distribution services fees to be paid and adjusts the transaction price with the amount of such estimate at the time of sale to the customer. An accrued liability is recorded for unpaid distribution service fees.

Patient Co-Pay Assistance: Co-pay assistance represents financial assistance to qualified patients, assisting them with prescription drug co-payments required by insurance. The accrual for co-pay is based on an estimate of claims and the cost per claim that the Company expects to receive associated with inventory that exists in the distribution channel at period end.

Revenues derived from contract manufacturing services are recognized when third-party products are shipped to customers. The Company’s accounting policy is to review each agreement involving contract development and manufacturing services to determine if there are multiple revenue-generating activities that constitute more than one unit of account. Revenues are recognized for each unit of account based on revenue recognition criteria relevant to that unit.

Service revenues derived from research and development contracts are recognized over time based on progress toward satisfaction of the performance obligation. For each performance obligation satisfied over time, the Company assesses the proper method to be used for revenue recognition, either an input method to measure progress toward the satisfaction of services or an output method of determining the progress of completion of performance obligation. For the three and nine months ended September 30, 2025, revenues from research and development services at ANP were $1.9 million and $2.3 million, respectively. For the three and nine months ended September 30, 2024, revenues from research and development services were $0.1 million and $2.0 million, respectively.

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4. Net Income per Share

Basic net income per share is calculated based upon the weighted-average number of shares outstanding during the period. Diluted net income per share gives effect to all potentially dilutive shares outstanding during the period, such as stock options, non-vested restricted stock units and shares issuable under the Company’s Employee Stock Purchase Plan, or ESPP, and potential shares of common stock issuable upon conversion of Convertible Notes of the Company, due March 2029, or the 2029 Convertible Notes.

For the three and nine months ended September 30, 2025, options to purchase 3,207,932 shares of stock, with a weighted-average exercise price of $35.01 per share, were excluded in the computation of diluted net income per share because their effect would be anti-dilutive. The 2029 Convertible Notes had no impact on the computation of diluted net income per share as the average stock price during the period was less than the conversion price.

For the three and nine months ended September 30, 2024, options to purchase 619,847 shares of stock, with a weighted-average exercise price of $46.63 per share, were excluded from the computation of diluted net income per share because their effect would be anti-dilutive. The 2029 Convertible Notes had no impact on the computation of diluted net income per share as the average stock price during the period was less than the conversion price.

The following table provides the calculation of basic and diluted net income per share for each of the periods presented:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

	(in thousands, except per share data)
Basic and dilutive numerator:
Net income	$	17,350	$	40,429	$	73,665	$	121,555
Denominator:
Weighted-average shares outstanding — basic		46,474		48,621		47,021		48,580

Net effect of dilutive securities:
Incremental shares from equity awards		1,203		3,241		1,544		3,727
Weighted-average shares outstanding — diluted		47,677		51,862		48,565		52,307
Net income per share — basic	$	0.38	$	0.83	$	1.57	$	2.50
Net income per share — diluted	$	0.37	$	0.78	$	1.52	$	2.32

Note 5. Segment Reporting

The Company’s business is the development, manufacture, and marketing of pharmaceutical products (see Note 1). The Company’s Chief Executive Officer is the Chief Operating Decision Maker, or CODM.

During the three and nine months ended September 30, 2025, the Company had one reportable segment. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Selected segment financial information is presented below. As a result of the change to one reportable segment in the fourth quarter of 2024, the Company has recast the segment information for the prior periods presented:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

	(in thousands)
Net revenues:	$	191,840	$	191,214	$	536,782	$	545,444
Less:
Payroll expense		45,871		48,699		143,233		142,878
Materials and supplies		7,648		13,451		29,344		34,667
Clinical trials expense		352		9		1,489		292
Depreciation and amortization expense		14,129		13,400		42,354		39,531
Stock-based compensation expense		6,297		5,596		21,072		18,736
Consulting and outside services expense		9,922		8,205		27,772		21,215
Advertising and promotional expense		3,374		2,718		10,349		8,402
Other segment items⁽¹⁾		78,696		47,182		156,864		118,323
Interest income		(2,246)		(2,427)		(6,256)		(8,320)
Interest expense		6,284		6,698		18,851		23,918
Income tax provision		4,163		7,254		18,045		23,674
Equity in losses of unconsolidated affiliate		—		—		—		573
Net income	$	17,350	$	40,429	$	73,665	$	121,555

Other segment items primarily include maintenance and repairs expense, travel expense, professional services expense, legal expense, rent expense, product costs, certain overhead expenses, manufacturing cost absorption and variances, inventory provisions, miscellaneous expenses, and foreign currency exchange gains and losses.

Net revenues by product are presented below:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

	(in thousands)
Product revenues, net:
BAQSIMI^®	$	53,608	$	40,409	$	138,650	$	85,106
Primatene MIST^®		28,808		26,055		80,739		73,077
Glucagon		13,558		26,792		55,003		82,700
Epinephrine		18,789		21,341		53,556		75,392
Lidocaine		12,932		15,884		41,575		41,457
Other products		64,145		58,338		167,259		168,104
Total product revenues, net		191,840		188,819		536,782		525,836
Other revenues		—		2,395		—		19,608
Total net revenues	$	191,840	$	191,214	$	536,782	$	545,444

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Net revenues and carrying values of long-lived assets, which includes property, plant and equipment, as well as finance and operating lease right-of-use assets, by geographic region, based on where the Company conducts its operations are as follows:


	Net Revenues								Long-Lived Assets
	Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,		December 31,
	2025		2024		2025		2024		2025		2024

	(in thousands)
United States	$	180,279	$	186,514	$	509,871	$	532,591	$	206,997	$	202,328
China		1,879		178		2,259		2,145		109,635		107,887
France		9,682		4,522		24,652		10,708		36,893		34,412
Total	$	191,840	$	191,214	$	536,782	$	545,444	$	353,525	$	344,627

Note 6. Customer and Supplier Concentration

Customer Concentrations

The following table provides accounts receivable and net revenue information for the Company’s three major customers:


	% of Total Accounts				% of Net
	Receivable				Revenues
					Three Months Ended				Nine Months Ended
	September 30,		December 31,		September 30,				September 30,
	2025		2024		2025		2024		2025		2024
McKesson	26	%	34	%	22	%	26	%	23	%	25	%
Cencora	30	%	23	%	22	%	21	%	22	%	20	%
Cardinal Health	16	%	16	%	21	%	20	%	20	%	20	%

Supplier Concentrations

The Company depends on suppliers for raw materials, APIs, and other components that are subject to stringent FDA requirements. Some of these materials may only be available from one or a limited number of sources. Establishing additional or replacement suppliers for these materials may take a substantial period of time, as suppliers must be approved by the FDA. Furthermore, a significant portion of raw materials may only be available from foreign sources. If the Company is unable to secure, on a timely basis, sufficient quantities of the materials it depends on to manufacture and market its products, it could have a materially adverse effect on the Company’s business, financial condition, and results of operations.

Note 7. Fair Value Measurements

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability at the measurement date (an exit price). These standards also establish a hierarchy that prioritizes observable and unobservable inputs used in measuring fair value of an asset or liability, as described below:

●

Level 1 – Inputs to measure fair value are based on quoted prices (unadjusted) in active markets on identical assets or liabilities;

●

Level 2 – Inputs to measure fair value are based on the following: (a) quoted prices in active markets on similar assets or liabilities, (b) quoted prices for identical or similar instruments in inactive markets, or (c) observable (other than quoted prices) or collaborated observable market data used in a pricing model from which the fair value is derived; and

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

●

Level 3 – Inputs to measure fair value are unobservable and the assets or liabilities have little, if any, market activity; these inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities based on best information available in the circumstances.

As of September 30, 2025 and December 31, 2024, cash equivalents include money market accounts and corporate and municipal bonds with original maturities of less than three months. Investments consist of certificates of deposit as well as investment-grade corporate, agency and municipal bonds with original maturity dates between three and nineteen months. The certificates of deposit are carried at amortized cost in the Company’s condensed consolidated balance sheets, which approximates their fair value determined based on Level 2 inputs. The corporate, agency and municipal bonds are classified as held-to-maturity and are carried at amortized cost net of allowance for credit losses. The fair value of such bonds is disclosed in Note 8 and was determined based on Level 2 inputs. The restrictions on restricted cash and investments have an immaterial effect on the fair value of these financial assets.

The fair values of the Company’s financial assets and liabilities measured on a recurring basis as of September 30, 2025 and December 31, 2024, are as follows:


	Total		Level 1		Level 2		Level 3

	(in thousands)
Cash equivalents	$	156,083	$	156,083	$	—	$	—
Restricted cash		235		235		—		—
Short-term investments		16,426		—		16,426		—
Restricted short-term investments		2,200		—		2,200		—
Interest rate swaps related to variable rate loans		(4,802)		—		(4,802)		—
Total assets and liabilities measured at fair value as of September 30, 2025	$	170,142	$	156,318	$	13,824	$	—


	Total		Level 1		Level 2		Level 3

	(in thousands)
Cash equivalents	$	102,059	$	102,059	$	—	$	—
Restricted cash		235		235		—		—
Short-term investments		26,629		—		26,629		—
Restricted short-term investments		2,200		—		2,200		—
Interest rate swaps related to variable rate loans		(234)		—		(234)		—
Total assets and liabilities measured at fair value as of December 31, 2024	$	130,889	$	102,294	$	28,595	$	—

The Company does not hold any Level 3 instruments that are measured at fair value on a recurring basis.

Nonfinancial assets and liabilities are not measured at fair value on a recurring basis but are subject to fair value adjustments in certain circumstances. These items primarily include investments in unconsolidated affiliates, long-lived assets, goodwill, and intangible assets for which the fair value is determined as part of an impairment test. As of September 30, 2025 and December 31, 2024, there were no significant adjustments to fair value for nonfinancial assets or liabilities.

The Company’s deferred compensation plan assets are valued using the cash surrender value of the life insurance policies and are not included in the table above.

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 8. Investments

The following is a summary of the Company’s investments that are classified as held-to-maturity:


			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value

	(in thousands)
Corporate and agency bonds (due within 1 year)	$	42,968	$	32	$	(11)	$	42,989
Municipal bonds (due within 1 year)		200		—		—		200
Total investments as of September 30, 2025	$	43,168	$	32	$	(11)	$	43,189

Corporate and agency bonds (due within 1 year)	$	42,907	$	34	$	(25)	$	42,916
Corporate and agency bonds (due within 1 to 3 years)		10,867		—		(6)		10,861
Municipal bonds (due within 1 year)		199		—		(1)		198
Total investments as of December 31, 2024	$	53,973	$	34	$	(32)	$	53,975

At each reporting period, the Company evaluates securities for impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the underlying credit quality and credit ratings of the issuers, identifying neither a significant deterioration since purchase nor any other factors that would indicate a material credit loss.

The Company measures expected credit losses on held-to-maturity investments on a collective basis. All the Company’s held-to-maturity investments were considered to be one pool. The estimate for credit losses considers historical loss information that is adjusted for current conditions and reasonable and supportable forecasts. Expected credit losses on held-to-maturity investments were not material to the condensed consolidated financial statements.

Note 9. Goodwill and Intangible Assets

The table below shows the weighted-average life, original cost, accumulated amortization, and net book value by major intangible asset classification:


	Weighted-Average			Accumulated
	Life (Years)	Original Cost		Amortization		Net Book Value

	(in thousands)
Definite-lived intangible assets
BAQSIMI^®product rights	24	$	591,338	$	55,438	$	535,900
Land-use rights	39		2,540		930		1,610
Other intangibles	7		2,443		345		2,098
Subtotal	24		596,321		56,713		539,608
Indefinite-lived intangible assets
Trademark	*		29,225		—		29,225
Goodwill	*		3,404		—		3,404
Subtotal	*		32,629		—		32,629
As of September 30, 2025	*	$	628,950	$	56,713	$	572,237

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Weighted-Average			Accumulated
	Life (Years)	Original Cost		Amortization		Net Book Value

	(in thousands)
Definite-lived intangible assets
BAQSIMI^®product rights	24	$	591,338	$	36,958	$	554,380
Land-use rights	39		2,540		881		1,659
Other intangibles	7		2,443		96		2,347
Subtotal	24		596,321		37,935		558,386
Indefinite-lived intangible assets
Trademark	*		29,225		—		29,225
Goodwill	*		3,049		—		3,049
Subtotal	*		32,274		—		32,274
As of December 31, 2024	*	$	628,595	$	37,935	$	590,660

^* Intangible assets with indefinite lives have an indeterminable average life.

Goodwill

The changes in the carrying amounts of goodwill are as follows:


	September 30,		December 31,
	2025		2024

	(in thousands)
Beginning balance	$	3,049	$	3,216
Currency translation		355		(167)
Ending balance	$	3,404	$	3,049

Note 10. Inventories

Inventories consist of the following:


	September 30,		December 31,
	2025		2024

	(in thousands)
Raw materials and supplies	$	105,759	$	81,511
Work in process		42,459		32,807
Finished goods		37,714		39,423
Total inventories	$	185,932	$	153,741

Charges of $1.3 million and $4.2 million were included in the cost of revenues in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2025, respectively, to adjust the Company’s inventory and related firm purchase commitments to its net realizable value. For the three and nine months ended September 30, 2024, charges of $0.9 million and $10.1 million were included in the cost of revenues, respectively, to adjust the Company’s inventory and related firm purchase commitments to its net realizable value.

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 11. Property, Plant, and Equipment

Property, plant, and equipment consist of the following:


	September 30,		December 31,
	2025		2024

	(in thousands)
Buildings	$	193,731	$	169,429
Leasehold improvements		46,039		42,012
Land		7,555		7,422
Machinery and equipment		297,592		277,408
Furniture, fixtures, and automobiles		38,024		35,976
Construction in progress		24,039		36,685
Total property, plant, and equipment		606,980		568,932
Less accumulated depreciation		(298,291)		(271,587)
Total property, plant, and equipment, net	$	308,689	$	297,345

Note 12. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:


	September 30,		December 31,
	2025		2024

	(in thousands)
Accrued customer fees and rebates	$	54,169	$	53,993
Accrued payroll and related benefits		31,238		26,010
Accrued product returns, current portion		18,239		14,559
Accrued loss on firm purchase commitments		100		413
Accrued litigation and settlements		35,720		8,472
Other accrued liabilities		10,838		23,096
Total accrued liabilities		150,304		126,543
Accounts payable		40,540		30,514
Total accounts payable and accrued liabilities	$	190,844	$	157,057

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 13. Debt

Debt consists of the following:


	September 30,		December 31,
	2025		2024

	(in thousands)
Convertible Debt

2029 Convertible Notes	$	345,000	$	345,000

Term Loan

Wells Fargo Term Loan due June 2028		250,000		250,000

Other Loans and Payment Obligations

French government loans due December 2026		120		99

Line of Credit Facilities

Line of credit facility with China Merchant Bank due October 2026		—		—
Wells Fargo Revolving line of credit facility due June 2028		—		—
Line of credit facility with ICBC Bank due November 2033		24,377		18,433

Equipment under Finance Leases		301		432
Total debt		619,798		613,964
Less current portion of long-term debt		923		234
Less: Loan issuance costs		10,293		12,100
Long-term debt, net of current portion and unamortized debt issuance costs	$	608,582	$	601,630

Credit Agreement

2029 Convertible Notes

In September 2023, the Company issued the 2029 Convertible Notes, in the aggregate principal amount of $345.0 million in a private offering pursuant to Section 4(a)(2) and Rule 144A under the Securities Act of 1933, as amended. The Company used portions of the net proceeds from the 2029 Convertible Notes to (i) repay approximately $200.0 million of the Company’s borrowings under the Wells Fargo Term Loan and (ii) repurchase $50.0 million of the Company’s common stock.

In connection with the issuance of the 2029 Convertible Notes, the Company incurred approximately $10.8 million of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees. Unamortized debt issuance costs related to the 2029 Convertible Notes were $6.8 million and $8.3 million as of September 30, 2025 and December 31, 2024, respectively. The fair value of the 2029 Convertible Notes was approximately $314.0 million as of September 30, 2025 based on Level 2 inputs.

For the three and nine months ended September 30, 2025, the total interest expense related to the 2029 Convertible Notes was $2.2 million and $6.7 million, with coupon interest expense of $1.7 million and $5.2 million, and the amortization of debt issuance cost of $0.5 million and $1.5 million, respectively. For the three and nine months ended September 30, 2024, the total interest expense related to the 2029 Convertible Notes was $2.5 million and $6.7 million, with coupon interest expense of $2.0 million and $5.2 million, and the amortization of debt issuance cost of $0.5 million and $1.5 million, respectively.

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AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The 2029 Convertible Notes are general senior, unsecured obligations and bear an interest rate of 2.0% per year. The 2029 Convertible Notes were issued pursuant to an indenture, dated September 15, 2023, or the Indenture, between the Company and U.S. Bank Trust Company, National Association, as trustee.

The 2029 Convertible Notes will rank senior in right of payment to all of the Company’s indebtedness that is expressly subordinated in right of payment to the 2029 Convertible Notes; equal in right of payment to all of the Company’s unsecured indebtedness that is not so subordinated; effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness, including any amount outstanding under the Company’s credit facilities; and structurally junior to all indebtedness and other liabilities of the Company’s current or future subsidiaries, including trade payables.

Interest is payable semi-annually in arrears on March 15 and September 15 of each year. The 2029 Convertible Notes may bear additional interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the Indenture or if the 2029 Convertible Notes are not freely tradeable as required by the Indenture.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Amphastar Pharmaceuticals, Inc. 10-Q