Quarterly report pursuant to Section 13 or 15(d)

Acquisitions, Investments, and Licenses (Tables)

v3.3.0.814
Acquisitions, Investments, and Licenses (Tables)
9 Months Ended
Sep. 30, 2015
Business Acquisition [Line Items]  
Maximum exposure 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, 2015:
(in thousands)
 
 
 
 
Investment type
 
Investment Carrying Value
 
Underlying Equity in Net Assets
Equity method investments
 
$
25,693

 
$
30,722

Variable interest entity, equity method
 
303

 

Available for sale investments
 
3,156

 
 
Warrants and options
 
5,543

 
 
Total carrying value of investments
 
$
34,695

 
 
Bio-Reference  
Business Acquisition [Line Items]  
Schedule of Purchase Price Allocation
The purchase price allocation for Bio-Reference is preliminary:
(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

Less: Equity issuance costs
 
(138
)
Total purchase price
 
$
950,010

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

Accounts receivable
 
162,940

Inventory
 
19,825

Other current assets, principally deferred tax assets
 
54,141

Total current assets
 
252,706

Property, plant and equipment
 
106,306

Intangible assets:
 
 
Trade name
 
47,100

Customer relationships
 
395,200

Technology
 
100,600

Internally developed software
 
6,900

Total intangible assets
 
549,800

Goodwill
 
472,751

Investments
 
5,326

Other assets
 
12,164

Total assets
 
1,399,053

Accounts payable
 
(79,360
)
Accrued expenses
 
(29,249
)
Income taxes payable
 
(20,411
)
Lines of credit and notes payable
 
(65,701
)
Capital lease obligations
 
(18,293
)
Deferred tax liability (non-current)
 
(236,029
)
Total purchase price
 
$
950,010

Schedule of Pro Forma
 
For the three months ended September 30,
 
For the nine months ended September 30,
(In thousands)
2015
2014
 
2015
2014
Revenues
$282,461
$241,826
 
$813,018
$670,280
Net income (loss)
121,086
(25,282)
 
(7,507)
(90,990)
Net income (loss) attributable to common shareholders
121,086
(23,937)
 
(6,107)
(67,841)
EirGen  
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:
(In thousands)
 
EirGen
Current assets (1)
 
$
11,795

Intangible assets:
 

IPR&D assets
 
19,597

Customer relationships
 
34,155

Currently marketed products
 
3,919

Total intangible assets
 
57,671

Goodwill
 
66,823

Property, plant and equipment
 
8,117

Other assets
 
1,232

Accounts payable and other liabilities
 
(6,254
)
Deferred tax liability
 
(5,618
)
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 three and nine months ended September 30, 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 three months ended September 30,
 
For the nine months ended September 30,
(In thousands)
2015
2014
 
2015
2014
Revenues
$143,034
$22,730
 
$219,803
$75,470
Net income (loss)
128,247
(49,834)
 
(34,084)
(125,657)
Net income (loss) attributable to common shareholders
128,247
(48,489)
 
(32,684)
(123,176)
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