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Goodwill and Intangible Assets, Net
6 Months Ended
Jun. 30, 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 of $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 six months ended June 30, 2016, the CBR goodwill increased by $0.3 million related to measurement period 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 June 30, 2016, we had no accumulated impairment losses related to goodwill. 

Intangible Assets

As of June 30, 2016 and December 31, 2015, our identifiable intangible assets consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2016

 

December 31, 2015

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

    

Cost

    

Amortization

 

 

Impairments

    

Net

    

Cost

    

Amortization

    

Net

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Makena base technology

 

$

797,100

 

$

86,017

 

$

 —

 

$

711,083

 

$

797,100

 

$

56,540

 

$

740,560

 

CBR customer relationships

 

 

297,000

 

 

7,325

 

 

 —

 

 

289,675

 

 

297,000

 

 

1,061

 

 

295,939

 

Favorable lease

 

 

358

 

 

119

 

 

239

 

 

 —

 

 

358

 

 

63

 

 

295

 

MuGard Rights

 

 

16,893

 

 

1,169

 

 

15,724

 

 

 —

 

 

16,893

 

 

1,016

 

 

15,877

 

 

 

 

1,111,351

 

 

94,630

 

 

15,963

 

 

1,000,758

 

 

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

 

$

94,630

 

$

15,963

 

$

1,144,858

 

$

1,255,451

 

$

58,680

 

$

1,196,771

 

 

As of June 30, 2016, the weighted average remaining amortization period for our finite-lived intangible assets was approximately nine 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 was being amortized on a straight-line basis over the remaining term of the lease. On May 4, 2016, we entered into a sublease arrangement for a portion of our CBR office space in San Bruno, California with a sublessee at a rate  lower than the market rate used to determine the favorable lease intangible asset. We reevaluated the favorable lease asset based on the negotiated sublease rate, resulting in an impairment charge for the full $0.2 million net intangible asset in the second quarter of 2016.

The MuGard Rights were acquired from Abeona in June 2013. Amortization of the MuGard Rights was being recognized using an economic consumption model over ten years, which represented our best estimate of the period over which we expected the majority of the asset’s cash flows to be derived. Based on events in the second quarter of 2016, we determined that reimbursement coverage for MuGard by government payors was unlikely based on recent interactions with those agencies and assessed the MuGard Rights for potential impairment. From this assessment, we concluded that based on the lack of broad reimbursement and insurance coverage for MuGard and the resulting decrease in expected revenues and cash flows, the projected undiscounted cash flows were less than the book value, indicating impairment of this intangible asset. As a result of an analysis of the fair value of the net MuGard Rights intangible asset as compared to its recorded book value, we recognized an impairment charge for the full $15.7 million net intangible asset in the second quarter of 2016.

 

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

Total amortization expense for the six months ended June 30, 2016 and 2015, was $36.0 million and $24.9 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

    

$

43,446

 

Year Ending December 31, 2017

 

 

90,826

 

Year Ending December 31, 2018

 

 

97,992

 

Year Ending December 31, 2019

 

 

68,993

 

Year Ending December 31, 2020

 

 

46,271

 

Thereafter

 

 

653,230

 

Total

 

$

1,000,758