USWM Acquisition | USWM Acquisition On June 9, 2020 (the Closing Date), the Company completed its acquisition of all of the outstanding equity of USWM Enterprises, a privately-held biopharmaceutical company, pursuant to a Sale and Purchase Agreement with US WorldMeds Partners, LLC (Seller), dated April 28, 2020 (the Agreement). Under the terms of the Agreement, the Company acquired the right to further develop and commercialize APOKYN, XADAGO, and the Apomorphine Infusion Pump (SPN-830; the In Process Research and Development (IPR&D) asset) in the U.S. and MYOBLOC worldwide (the Products) for an upfront cash payment of $297.2 million, subject to working capital adjustments, and the potential for additional contingent consideration payments of up to $230 million. The potential $230 million in contingent consideration payments includes up to $130 million for the achievement of certain SPN-830 regulatory and commercial activities (regulatory and developmental contingent consideration payments) and up to $100 million related to future sales performance of the Products (sales-based contingent consideration payments). The regulatory and developmental contingent consideration payments include a $25 million milestone due upon the FDA's acceptance of the SPN-830 New Drug Application (NDA) for review. The remaining $105 million of the $130 million regulatory and developmental contingent consideration includes payments upon the FDA's regulatory approval and subsequent commercial launch by the Company of SPN-830, if approved. One of the regulatory milestones has a time-based mechanism for full or partial achievement. The $100 million sales-based contingent consideration payments include a $35 million milestone due upon achievement of certain U.S. net product sales of APOKYN during 2021. The remaining $65 million of the $100 million sales-based contingent consideration payments relate to the achievement of certain net product sales of the Products in 2022 and 2023. Refer to “ Contingent Consideration ” section below for further discussion. In the second quarter of 2021 and within one year from the Closing Date, the Company finalized its accounting for the business combination, including the purchase price allocation; the Company recorded measurement period adjustments related to the purchase price consideration, finalization of the accounting for the lease (refer to Note 12, Leases ), the fair values of inventory and intangible assets, and deferred tax liabilities based on refinements to inputs used in the estimates. Purchase Price Consideration The following table summarizes the purchase price consideration (unaudited): As Initially Reported Measurement Period Adjustments (1) As Adjusted Cash consideration $ 304,194 $ 2,291 $ 306,485 Estimated fair value of contingent consideration 115,700 (40,900) 74,800 Estimated total purchase consideration $ 419,894 $ (38,609) $ 381,285 Cash consideration to Seller - net of cash acquired $ 297,200 $ 2,291 $ 299,491 ______________________________ (1) Measurement period adjustments reflect additional payments to Seller following the Closing Date for working capital adjustments on the purchase price consistent with the Agreement and an adjustment to the initial estimate of fair value of the contingent consideration. The Company paid the Seller $297.2 million in cash at the Closing Date. From the Closing Date through the end of the measurement period, the Company incurred additional cash payments to Seller totaling $2.3 million for working capital adjustments on the purchase price consistent with the Agreement resulting in an increase to the original cash consideration paid to the Seller. Of the $2.3 million additional payments, $1.0 million was incurred in the second quarter of 2021 and the remainder was reported and paid in 2020. Contingent Consideration In addition to the cash paid to the Seller, contingent payments of up to $230 million are also due to the Seller upon the achievement of certain milestones related to the development of SPN-830 and sale of the Products. The possible outcomes for the contingent consideration range from $0, if no milestone is achieved, to $230 million on an undiscounted basis if all milestones are achieved. The Company initially recorded a contingent consideration liability of $115.7 million as of the Closing Date to reflect the estimated fair value of the contingent consideration based on information available at that time. The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation for the sales-based contingent consideration payments and an income approach for the regulatory and developmental contingent consideration payments. The key assumptions considered in estimating the fair value include the estimated probability and timing of milestone achievement, such as the probability and timing of obtaining regulatory approval, discount rate, the estimated revenue volatility and the estimated amount and timing of projected revenues from the Products. Subsequent to the Closing Date, the Company adjusted the contingent consideration fair value based on new information related to the facts and circumstances that existed as of the acquisition date related to the timing of meeting the conditions of the milestone payments that are contingent upon regulatory approval and commercial launch of the acquired IPR&D asset as well as the estimated timing of projected revenues from the Products. As a result, the Company recorded in the fourth quarter of 2020, a measurement period adjustment of $40.9 million, which decreased the estimated fair value of the contingent consideration liability as of Closing Date to $74.8 million. Refer to contingent consideration discussion in Note 6, Fair Value of Financial Instruments. Fair Value of Net Assets Acquired The following table presents the Company’s estimates of the fair value of the assets acquired and liabilities assumed as of the Closing Date, and subsequent measurement period adjustments recorded (unaudited, dollars in thousands): As Initially Reported Measurement Period Adjustments (1) As Adjusted Cash and cash equivalents $ 6,994 $ — $ 6,994 Accounts receivable, net 18,474 — 18,474 Inventories, net (2) 10,400 1,200 11,600 Prepaid expenses and other current assets 3,564 — 3,564 Property and equipment, net 454 — 454 Finance lease asset (3) 22,747 (22,747) — Operating lease asset (3) — 11,029 11,029 Intangible assets (4) 387,000 (32,000) 355,000 Other assets 340 — 340 Total fair value of assets acquired 449,973 (42,518) 407,455 Accounts payable (2,573) — (2,573) Accrued expenses and other current liabilities (23,339) — (23,339) Finance lease liability (3) (22,747) 22,747 — Operating lease liability (3) — (11,029) (11,029) Deferred income tax liabilities, net (5) (69,515) 2,323 (67,192) Total fair value of liabilities assumed (118,174) 14,041 (104,133) Total identifiable net assets $ 331,799 $ (28,477) $ 303,322 Goodwill 88,095 (10,132) 77,963 Total purchase price (6) $ 419,894 $ (38,609) $ 381,285 ______________________________ (1) Measurement period adjustments reflect adjustments based on information related to the facts and circumstances that existed as of the acquisition date. (2) Refer to discussion on Acquired Inventory below for measurement period adjustments to inventory. (3) Refer to Note 12, Leases, for further discussion of the acquired lease asset and assumed lease liability. (4) Refer to discussion on Acquired Intangible Assets below for measurement period adjustments to intangible assets. (5) Includes tax attributes that are subject to tax limitations. Measurement period adjustment is primarily due to the tax impact of the changes in the initial estimate of the fair value of intangible assets and inventories and estimates of tax attributes and positions. (6) Measurement period adjustments include an adjustment to the fair value of the contingent consideration net of the additional cash payment made to the Seller. Acquired Inventory The estimated fair value of the inventory was determined using the comparative sales method, which estimated the expected sales price of the product, reduced by all costs expected to be incurred to complete or to dispose of the inventory, as well as a profit on the sale. The Company recorded a total measurement adjustment of $1.2 million consisting of a $1.9 million adjustment in the second quarter of 2021 due to refinements to inputs and assumptions related to the costs to dispose, offset by a $0.7 million adjustment recorded in the fourth quarter of 2020 due to refinements to the inputs and assumptions pertaining to the estimate of acquired inventories' obsolescence based on review of product dating information. Acquired Intangible Assets The acquired intangible assets include the acquired IPR&D asset and the acquired developed technology and product rights. The Company determined the estimated fair value of the acquired intangible assets as of the Closing Date using the income approach. The fair value measurements of the acquired intangible assets were determined based on significant unobservable inputs and therefore, represent a Level 3 fair value measurement. Some of the more significant inputs and assumptions used in the intangible assets valuation include: the timing and probability of success of clinical and regulatory approvals for the IPR&D asset, the estimated future cash flows from Product sales, the timing and projection of costs and expenses, discount rates and tax rates. The Company initially recorded a fair value of intangible assets of $387 million, which consisted of $150 million related to the acquired IPR&D and $237 million related to acquired developed technology and Product rights. The initial estimate of the fair value of intangible assets recorded as of the Closing Date is based on information available at that time. In the fourth quarter of 2020, the Company recorded measurement period adjustments of $32 million, which adjusted the initial estimated fair value of the intangible assets to $355 million as of the Closing Date. The revisions were based on updated assumptions and information related to the facts and circumstances that existed as of the acquisition date. The Company updated assumptions with respect to the timing of regulatory approval and the commercialization of the acquired IPR&D asset. In addition, the Company also made refinements of the estimates of projected cash flows based on review of terms of the contractual arrangements associated with the acquired Products. In the second quarter of 2021, the Company made further refinements to its estimates of projected cash flows based on review of Product costs and expense inputs which resulted in an increase to the fair value of the IPR&D asset of $1 million and an offsetting decrease in the fair value of the acquired developed technology and products rights of $1 million. The total estimated fair value of the intangible assets as of the Closing Date, and as of June 30, 2021, remained at $355 million. The following table summarizes the purchase price allocation, and the average remaining useful lives for identifiable intangible assets (unaudited, dollars in thousands): Estimated Fair Value Estimated Useful Lives as of Closing Date Acquired IPR&D $ 124,000 n/a Acquired developed technology and product rights 231,000 10.5 - 12.5 Total intangible assets $ 355,000 Acquired intangible assets, excluding the acquired IPR&D asset, are amortized over their estimated useful lives on a straight-line basis. The IPR&D asset is considered indefinite-lived, until the successful completion or abandonment of the associated research and development efforts. Goodwill Goodwill was calculated as the excess of the consideration paid consequent to completing the acquisition, compared to the net assets recognized. Goodwill represents the future economic benefits from the other acquired assets, and which could not be individually identified and separately valued. Goodwill is primarily attributable to the additional acquired growth platforms and an expanded revenue base. Goodwill is not deductible for tax purposes. Pro forma Information The following table presents the unaudited pro forma combined financial information as if the USWM Acquisition had occurred on January 1, 2019 (dollars in thousands): Three Months ended June 30, 2020 Six Months ended June 30, 2020 Pro forma total revenues $ 151,803 $ 284,965 Pro forma net earnings 39,220 62,700 The unaudited pro forma combined financial information is based on historical financial information as well the Company’s allocation of the purchase price. In order to reflect the occurrence of the acquisition as if it occurred on January 1, 2019, the unaudited pro forma combined financial information reflects the adoption of ASC 842, Leases; the recognition of additional amortization expense on intangible assets, the removal of historical amortization charges and the elimination of non-recurring acquisition-related transaction costs. The unaudited pro forma combined financial information should not be considered indicative of the results that would have occurred if the acquisition had been consummated on the assumed completion date, nor are they indicative of future results. |