Annual report pursuant to Section 13 and 15(d)

Acquisitions, Investments, and Licenses (Tables)

v3.3.1.900
Acquisitions, Investments, and Licenses (Tables)
12 Months Ended
Dec. 31, 2015
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, 2015:
(in thousands)
 
 
 
 
Investment type
 
Investment Carrying Value
 
Underlying Equity in Net Assets
Equity method investments
 
$
24,495

 
$
24,488

Variable interest entity, equity method
 
1,268

 
91

Available for sale investments
 
3,615

 
 
Warrants and options
 
5,338

 
 
Total carrying value of investments
 
$
34,716

 
 
Bio-Reference Laboratories, 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 in the acquisition of Bio-Reference at the date of acquisition. The purchase price allocation for Bio-Reference is preliminary pending completion of the fair value analysis of acquired assets and liabilities:
(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
 
61,135

Total current assets
 
264,773

Property, plant and equipment
 
112,457

Intangible assets:
 
 
Trade name
 
47,100

Customer relationships
 
395,200

Technology
 
100,600

Total intangible assets
 
542,900

Goodwill
 
441,158

Investments
 
5,326

Other assets
 
13,265

Total assets
 
1,379,879

Accounts payable
 
(77,908
)
Accrued expenses
 
(30,848
)
Income taxes payable
 
(437
)
Lines of credit and notes payable
 
(65,701
)
Capital lease obligations
 
(18,293
)
Deferred tax liability (non-current)
 
(236,544
)
Total purchase price
 
$
950,148

Schedule of Pro Forma
The pro forma results for the years ended December 31, 2015 and 2014 combines the results of operations of OPKO and Bio-Reference, giving effect to the merger as if it occurred on January 1, 2014, and are based on the individual consolidated statement of operations of OPKO as of December 31, 2015 and 2014 and Bio-Reference as of October 31, 2015 and 2014.
 
For the year ended December 31,
(In thousands)
2015
2014
Revenues
$1,052,462
$923,407
Net loss
(19,456)
(140,854)
Net loss attributable to common shareholders
(18,055)
(137,881)
EirGen Pharma Limited  
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 in the acquisition of EirGen at the date of acquisition. The purchase price allocation for EirGen is preliminary pending completion of the fair value analysis of acquired assets and liabilities:
(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.
Schedule of Pro Forma
The following table includes the pro forma results for the years ended December 31, 2015 and 2014 of the combined companies as though the acquisition of EirGen had been completed as of the beginning of the period presented.
 
For the year ended December 31,
(In thousands)
2015
2014
Revenues
$495,993
$105,973
Net loss
(32,481)
(176,563)
Net loss attributable to common shareholders
(31,081)
(173,590)
SciVac  
Business Acquisition [Line Items]  
Summary of Consolidated Assets and Non-recourse Liabilities Related to SciVac
The following table represents the consolidated assets and non-recourse liabilities related to SciVac as of December 31, 2014. These assets were owned by, and these liabilities were obligations of, SciVac, not us.
(In thousands)
December 31,
2014
Assets
 
Current assets:
 
Cash and cash equivalents
$
393

Accounts receivable, net
316

Inventories, net
1,649

Prepaid expenses and other current assets
718

Total current assets
3,076

Property, plant and equipment, net
1,725

Intangible assets, net
875

Goodwill
1,553

Other assets
384

Total assets
$
7,613

Liabilities
 
Current liabilities:
 
Accounts payable
$
445

Accrued expenses
4,446

Notes payable
5,189

Total current liabilities
10,080

Other long-term liabilities
2,042

Total liabilities
$
12,122