Annual report pursuant to Section 13 and 15(d)

Acquisitions, Investments, and Licenses (Tables)

v3.6.0.2
Acquisitions, Investments, and Licenses (Tables)
12 Months Ended
Dec. 31, 2016
Business Acquisition [Line Items]  
Accounting Method, Carrying Value and Underlying Equity in Net Assets of Unconsolidated Investments
The following table reflects the accounting method, carrying value and underlying equity in net assets of our unconsolidated investments as of December 31, 2016:
(in thousands)
 
 
 
 
Investment type
 
Investment Carrying Value
 
Underlying Equity in Net Assets
Equity method investments
 
$
31,471

 
$
30,195

Variable interest entity, equity method
 
516

 

Available for sale investments
 
4,528

 
 
Cost method investment
 
607

 
 
Warrants and options
 
4,017

 
 
Total carrying value of investments
 
$
41,139

 
 
Transition Therapeutics, Inc.  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation
The following table summarizes the preliminary purchase price allocation and the estimated fair value of the net assets acquired and liabilities assumed at the date of acquisition. The purchase price allocation for Transition Therapeutics is preliminary pending completion of the fair value analysis of acquired assets and liabilities:
(In thousands)
 
Transition Therapeutics
Current assets
 


Cash and cash equivalents
 
$
15,878

IPR&D assets
 
41,000

Goodwill
 
3,453

Other assets
 
634

Accounts payable and other liabilities
 
(1,035
)
Deferred tax liability
 
(1,400
)
Total purchase price
 
$
58,530

Schedule of Pro Forma
The following table includes the pro forma results for the years ended December 31, 2016 and 2015 and combines the results of operations of OPKO and Transition Therapeutics as though the acquisition of Transition Therapeutics had occurred on January 1, 2015.
 
 
For the year ended December 31,
(In thousands)
 
2016
2015
Revenues
 
$1,221,661
$491,738
Net loss
 
(31,807)
(50,660)
Net loss attributable to common shareholders
 
(31,807)
(49,260)
Bio-Reference Laboratories, Inc.  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation
The following table summarizes the purchase price allocation and the fair value of the net assets acquired and liabilities assumed in the acquisition of Bio-Reference at the date of acquisition finalized during the year ended December 31, 2016:
(In thousands)
 
Bio-Reference
Purchase price:
 
 
Value of OPKO Common Stock issued to Bio-Reference shareholders
 
$
947,889

Value of replacement stock options awards to holders of Bio-Reference stock options
 
2,259

Total purchase price
 
$
950,148

 
 
 
Preliminary value of assets acquired and liabilities assumed:
 
 
Current assets
 
 
Cash and cash equivalents
 
$
15,800

Accounts receivable
 
168,164

Inventory
 
19,674

Other current assets, principally deferred tax assets
 
105,765

Total current assets
 
309,403

Property, plant and equipment
 
112,457

Intangible assets:
 
 
Trade name
 
47,100

Customer relationships
 
389,800

Technology
 
100,600

Other intangible assets
 
7,750

Total intangible assets
 
545,250

Goodwill
 
401,821

Investments
 
5,326

Other assets
 
13,265

Total assets
 
1,387,522

Accounts payable and accrued expenses
 
(108,217
)
Income taxes payable
 
(2,921
)
Lines of credit and notes payable
 
(65,701
)
Capital lease obligations
 
(18,293
)
Deferred tax liability (non-current)
 
(235,904
)
Other long-term liabilities
 
(6,338
)
Total purchase price
 
$
950,148

EirGen Pharma Limited  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation
The following table summarizes the final purchase price allocation and the fair value of the net assets acquired and liabilities assumed in the acquisition of EirGen at the date of acquisition:
(In thousands)
 
EirGen
Current assets (1)
 
$
11,795

Intangible assets:
 
 
IPR&D assets
 
560

Customer relationships
 
34,155

Currently marketed products
 
3,919

Total intangible assets
 
38,634

Goodwill
 
83,373

Property, plant and equipment
 
8,117

Other assets
 
1,232

Accounts payable and other liabilities
 
(6,254
)
Deferred tax liability
 
(3,131
)
Total purchase price
 
$
133,766

(1)Current assets include cash, accounts receivable, inventory and other assets of $5.5 million, $2.7 million, $2.2 million and $1.4 million, respectively, related to the EirGen acquisition. The fair value of the accounts receivable equals the gross contractual amount at the date of acquisition.