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Goodwill, IPR&D and Other Intangible Assets, Net
9 Months Ended
Sep. 30, 2015
Goodwill, IPR&D and Other Intangible Assets, Net  
Goodwill, IPR&D and Other Intangible Assets, Net

H.GOODWILL, IPR&D AND OTHER INTANGIBLE ASSETS, NET

 

Goodwill

 

In connection with our August 2015 acquisition of CBR, we recognized $439.3 million of goodwill as of September 30, 2015. In connection with our November 2014 acquisition of Lumara Health, we recognized $205.8 million of goodwill as of December 31, 2014. During the nine months ended September 30, 2015, the Lumara Health goodwill balance decreased by $7.7 million, which was comprised primarily of a $7.2 million reduction associated with adjustments to our Makena revenue reserves and a $5.0 million reduction related to net deferred tax liabilities, partially offset by a $4.5 million increase associated with the final settlement of net working capital with the former stockholders of Lumara Health. These measurement period adjustments have been reflected as a current period adjustment to these balances during the nine months ended September 30, 2015 in accordance with the guidance in ASU 2015-16, which we adopted early. As of September 30, 2015, we had no accumulated impairment losses related to goodwill. See Note C, “Business Combinations.” 

 

IPR&D and Other Intangible Assets, Net

 

As of September 30, 2015 and December 31, 2014, our identifiable intangible assets consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2015

 

December 31, 2014

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

    

Cost

    

Amortization

    

Net

    

Cost

    

Amortization

    

Net

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Makena base technology

 

$

797,100

 

$

42,825

 

$

754,275

 

$

797,100

 

$

4,834

 

$

792,266

 

CBR customer relationships

 

 

297,000

 

 

357

 

 

296,643

 

 

 —

 

 

 —

 

 

 —

 

Favorable lease

 

 

423

 

 

25

 

 

398

 

 

 —

 

 

 —

 

 

 —

 

MuGard Rights

 

 

16,893

 

 

762

 

 

16,131

 

 

16,893

 

 

351

 

 

16,542

 

 

 

 

1,111,416

 

 

43,969

 

 

1,067,447

 

 

813,993

 

 

5,185

 

 

808,808

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Makena IPR&D

 

 

79,100

 

 

 —

 

 

79,100

 

 

79,100

 

 

 —

 

 

79,100

 

CBR trade names and trademarks

 

 

65,000

 

 

 —

 

 

65,000

 

 

 —

 

 

 —

 

 

 —

 

Total intangible assets

 

$

1,255,516

 

$

43,969

 

$

1,211,547

 

$

893,093

 

$

5,185

 

$

887,908

 

 

As of September 30, 2015, the weighted average remaining amortization periods for our definite-lived intangible assets were as follows:

 

 

 

 

 

 

 

 

Weighted Average Remaining Amortization Periods (in Years)

Makena base technology

 

 

8.6

 

CBR customer relationships

 

 

10.4

 

Favorable lease

 

 

1.5

 

MuGard Rights

 

 

5.9

 

 

The Makena intangible asset (the “Makena Marketed Product”) and IPR&D intangible assets were acquired in November 2014 in connection with our acquisition of Lumara Health. Amortization of the Makena Marketed Product asset is being recognized using an economic consumption model over twenty years, which we believe is an appropriate amortization period due to the estimated economic lives of the product rights and related intangibles.

 

The MuGard Rights were acquired from Abeona in June 2013. Amortization of the MuGard Rights is being recognized using an economic consumption model over ten years, which represents our best estimate of the period over which we expect the majority of the asset’s cash flows to be derived. We believe this is the best approximation of the period over which we will derive the majority of value of the MuGard Rights.

 

The CBR intangible assets (the CBR customer relationships and the favorable lease) were acquired in August 2015 in connection with our acquisition of CBR. Amortization of the CBR customer relationships is being recognized using an estimated useful life of twenty years, which we believe is an appropriate amortization period due to the estimated economic lives of the CBR intangible assets. The favorable lease is being amortized on a straight-line basis over the remaining term of the lease.

 

Total amortization expense for the three months ended September 30, 2015 and 2014 was $13.9 million and $0.1 million, respectively, and for the nine months ended September 30, 2015 and 2014 was $38.8 million and $0.2 million, respectively. The increase in amortization expense is due to the amortization of the Makena and CBR related intangible assets. Amortization expense for Makena and MuGard is recorded in cost of product sales in our condensed consolidated statements of operations. Amortization expense for CBR related intangibles is recorded in selling, general and administrative expenses in our condensed consolidated statements of operations. We expect amortization expense related to our finite-lived intangible assets to be as follows (in thousands): 

 

 

 

 

 

 

 

 

Estimated

 

 

 

Amortization

 

Period

    

Expense

  

Remainder of 2015

 

$

14,295

 

2016

 

 

77,324

 

2017

 

 

92,191

 

2018

 

 

99,532

 

2019

 

 

70,750

 

Thereafter

 

 

713,355

 

Total

 

$

1,067,447