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Goodwill and Intangible Assets, Net
3 Months Ended
Mar. 31, 2016
Goodwill and Intangible Assets, Net  
Goodwill and Intangible Assets, Net

H.GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

Our $639.5 million goodwill balance consisted $198.1 million of goodwill acquired through the November 2014 Lumara Health acquisition and $441.4 million acquired through the August 2015 CBR acquisition. During the three months ended March 31, 2016, the CBR goodwill increased by $0.3 million related to net tax adjustments. These measurement period adjustments have been reflected as current period adjustments in accordance with ASU 2015-16, discussed below in Note S, “Recently Issued and Proposed Accounting Pronouncements.” As of March 31, 2016, we had no accumulated impairment losses related to goodwill.

Intangible Assets

As of March 31, 2016 and December 31, 2015, our identifiable intangible assets consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2016

 

December 31, 2015

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

    

Cost

    

Amortization

    

Net

    

Cost

    

Amortization

    

Net

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Makena base technology

 

$

797,100

 

$

69,904

 

$

727,196

 

$

797,100

 

$

56,540

 

$

740,560

 

CBR customer relationships

 

 

297,000

 

 

4,193

 

 

292,807

 

 

297,000

 

 

1,061

 

 

295,939

 

Favorable lease

 

 

358

 

 

106

 

 

252

 

 

358

 

 

63

 

 

295

 

MuGard Rights

 

 

16,893

 

 

1,124

 

 

15,769

 

 

16,893

 

 

1,016

 

 

15,877

 

 

 

 

1,111,351

 

 

75,327

 

 

1,036,024

 

 

1,111,351

 

 

58,680

 

 

1,052,671

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Makena IPR&D

 

 

79,100

 

 

 —

 

 

79,100

 

 

79,100

 

 

 —

 

 

79,100

 

CBR trade names and trademarks

 

 

65,000

 

 

 —

 

 

65,000

 

 

65,000

 

 

 —

 

 

65,000

 

Total intangible assets

 

$

1,255,451

 

$

75,327

 

$

1,180,124

 

$

1,255,451

 

$

58,680

 

$

1,196,771

 

 

As of March 31, 2016, the weighted average remaining amortization period for our finite-lived intangible assets was approximately 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 have assessed the MuGard Rights for potential impairment as of 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 asset may be subject to future impairment.

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

Total amortization expense for the three months ended March 31, 2016 and 2015, was $16.6 million and $11.5 million, respectively. Amortization expense for Makena and MuGard is recorded in cost of product sales in our condensed consolidated statements of operations. Amortization expense for the 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 Year Ending December 31, 2016

    

$

63,825

 

Year Ending December 31, 2017

 

 

92,532

 

Year Ending December 31, 2018

 

 

99,941

 

Year Ending December 31, 2019

 

 

71,253

 

Year Ending December 31, 2020

 

 

48,752

 

Thereafter

 

 

659,721

 

Total

 

$

1,036,024