Business Combinations (Tables)

9 Months Ended

Sep. 30, 2016

Summary of the components of the estimated purchase price

The following table summarizes the components of the total purchase price paid for Lumara Health, as adjusted for the final net working capital and other adjustments (in thousands):



	Total Acquisition Date Fair Value
Cash consideration	$	600,000
Fair value of AMAG common stock issued	111,964
Fair value of contingent milestone payments	205,000
Estimated working capital and other adjustments	821
Purchase price paid at closing	917,785
Less:
Cash received on finalization of the net working capital and other adjustments	(562		)
Cash acquired from Lumara Health	(5,219		)
Total purchase price	$	912,004

The following table summarizes the components of the total purchase price paid for CBR, as adjusted for the final net working capital, indebtedness and other adjustments (in thousands):



	Total Acquisition Date Fair Value
Cash consideration	$	700,000
Estimated working capital, indebtedness and other adjustments	(17,837		)
Purchase price paid at closing	682,163
Cash paid on finalization of the net working capital, indebtedness and other adjustments	193
Total purchase price	$	682,356

Summary of estimated fair values of the assets acquired and liabilities assumed related to the business combination

The following table summarizes the fair values assigned to assets acquired and liabilities assumed by us along with the resulting goodwill at the Lumara Health Acquisition Date, as adjusted for certain measurement period adjustments for Lumara Health recorded during 2015 (in thousands):



	Total Acquisition Date Fair Value
Accounts receivable	$	36,852
Inventories	30,300
Prepaid and other current assets	3,322
Deferred income tax assets	102,355
Property and equipment	60
Makena base technology	797,100
IPR&D	79,100
Restricted cash - long term	1,997
Other long-term assets	3,412
Accounts payable	(3,807		)
Accrued expenses	(36,561		)
Deferred income tax liabilities	(295,676		)
Other long-term liabilities	(4,563		)
Total estimated identifiable net assets	$	713,891
Goodwill	198,113
Total	$	912,004

The following table summarizes the fair values assigned to the CBR assets acquired and liabilities assumed by us along with the resulting goodwill at the CBR Acquisition Date, as adjusted for certain measurement period adjustments for CBR recorded since the CBR Acquisition Date (in thousands):



	Total Acquisition Date Fair Value
Accounts receivable	$	8,660
Inventories	3,825
Prepaid and other current assets	8,480
Restricted cash - short-term	30,752
Property, plant and equipment	29,401
Customer relationships	297,000
Trade name and trademarks	65,000
Favorable lease asset	358
Deferred income tax assets	5,062
Other long-term assets	496
Accounts payable	(2,853		)
Accrued expenses	(13,770		)
Deferred revenues - short-term	(3,100		)
Payable to former CBR shareholders	(37,947		)
Deferred income tax liabilities	(149,873		)
Other long-term liabilities	(506		)
Total estimated identifiable net assets	$	240,985
Goodwill	441,371
Total	$	682,356

Summary of unaudited pro forma results

The following table presents unaudited pro forma results (in thousands, except per share data):



	Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015
Pro forma revenues	$	110,244		$	381,650
Pro forma net income (loss)	$	(5,116	)	$	24,220
Pro forma net income (loss) per diluted share	$	(0.15	)	$	0.69