Acquisitions, Investments and Licenses (Tables)
|
9 Months Ended |
Sep. 30, 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 September 30, 2016:
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
Investment type |
|
Investment Carrying Value |
|
Underlying Equity in Net Assets |
Equity method investments |
|
$ |
30,338 |
|
|
$ |
33,543 |
|
Variable interest entity, equity method |
|
565 |
|
|
— |
|
Available for sale investments |
|
5,767 |
|
|
|
Warrants and options |
|
2,113 |
|
|
|
Total carrying value of investments |
|
$ |
38,783 |
|
|
|
|
| Transition Therapeutics |
|
| Business Acquisition [Line Items] |
|
| 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 |
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 |
|
|
| Pro Forma Results |
The following table includes the pro forma results for the three and nine months ended September 30, 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.
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|
|
|
|
|
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For the three months ended September 30, |
|
For the nine months ended September 30, |
(In thousands) |
2016 |
2015 |
|
2016 |
2015 |
Revenues |
$298,035 |
$143,034 |
|
$946,172 |
$215,547 |
Net income (loss) |
(16,897) |
124,942 |
|
(18,147) |
(51,089) |
Net income (loss) attributable to common shareholders |
(16,897) |
124,942 |
|
(18,147) |
(49,689) |
|
| Bio-Reference |
|
| Business Acquisition [Line Items] |
|
| Purchase Price Allocation |
:
|
|
|
|
|
|
(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 |
|
100,052 |
|
Total current assets |
|
303,690 |
|
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 |
|
391,991 |
|
Investments |
|
5,326 |
|
Other assets |
|
13,265 |
|
Total assets |
|
1,371,979 |
|
Accounts payable and accrued expenses |
|
(108,217 |
) |
Income taxes payable |
|
(1,014 |
) |
Lines of credit and notes payable |
|
(65,701 |
) |
Capital lease obligations |
|
(18,293 |
) |
Deferred tax liability (non-current) |
|
(228,606 |
) |
Total purchase price |
|
$ |
950,148 |
|
|
| EirGen |
|
| Business Acquisition [Line Items] |
|
| 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.
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