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Goodwill and Intangible Assets, Net
12 Months Ended
Dec. 31, 2015
Goodwill and Intangible Assets, Net  
Goodwill, IPR&D and Other Intangible Assets, Net

H.GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

Our goodwill balance consisted of the following (in thousands):

 

 

 

 

Balance at January 1, 2014

    

$

 —

Goodwill acquired through Lumara Health acquisition

 

 

205,824

Balance as of December 31, 2014

 

 

205,824

Goodwill acquired through CBR acquisition

 

 

441,075

Measurement period adjustments related to Lumara Health acquisition

 

 

(7,711)

Balance as of December 31, 2015

 

$

639,188

 

The measurement period adjustments related to the Lumara Health acquisition were comprised primarily of a $7.2 million reduction associated with adjustments to our Makena revenue reserves and a $5.4 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 current period adjustments have been recorded in accordance with the guidance in ASU 2015-16, which we early adopted in 2015. As of December 31, 2015, we had no accumulated impairment losses related to goodwill. See Note C, “Business Combinations,” for additional information.

 

Intangible Assets

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

December 31, 2014

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

    

Cost

    

Amortization

    

Net

    

Cost

    

Amortization

    

Net

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Makena Base Technology

 

$

797,100

 

$

56,540

 

$

740,560

 

$

797,100

 

$

4,834

 

$

792,266

 

CBR customer relationships

 

 

297,000

 

 

1,061

 

 

295,939

 

 

 —

 

 

 —

 

 

 —

 

Favorable lease

 

 

358

 

 

63

 

 

295

 

 

 —

 

 

 —

 

 

 —

 

MuGard Rights

 

 

16,893

 

 

1,016

 

 

15,877

 

 

16,893

 

 

351

 

 

16,542

 

 

 

 

1,111,351

 

 

58,680

 

 

1,052,671

 

 

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

 

$

1,255,451

 

$

58,680

 

$

1,196,771

 

$

893,093

 

$

5,185

 

$

887,908

 

 

As of December 31, 2015, the weighted average remaining amortization period for our finite-lived intangible assets was 8.9 years.

 

The Makena Base Technology and IPR&D intangible assets were acquired in November 2014 in connection with our acquisition of Lumara Health. Amortization of the Makena Base Technology 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 CBR intangible assets (the CBR customer relationships, favorable lease and trade names and trademarks) 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.

 

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. We have assessed the MuGard Rights for potential impairment at December 31, 2015 and concluded that the projected undiscounted cash flows continued to exceed the carrying value of this intangible asset. However, if we are not able to expand reimbursement and coverage for MuGard as planned and therefore revenues do not increase as projected, this intangible may be subject to future potential impairment. 

See Note C, “Business Combinations,” for additional information on our intangible assets.

Total amortization expense for 2015, 2014 and 2013 was $53.5 million, $5.1 million, and less than $0.1 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 consolidated statements of operations. Amortization expense for CBR related intangibles is recorded in selling, general and administrative expenses in our 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

 

Year Ending December 31, 2016

    

$

77,704

 

Year Ending December 31, 2017

 

 

92,816

 

Year Ending December 31, 2018

 

 

100,251

 

Year Ending December 31, 2019

 

 

71,467

 

Year Ending December 31, 2020

 

 

48,890

 

Thereafter

 

 

661,543

 

Total

 

$

1,052,671