Acquisitions and Divestitures | Note 6. Acquisitions and Divestitures During 2020, we completed the acquisition of Bayer Animal Health. During 2019, we completed the acquisitions of all outstanding shares of Aratana Therapeutics, Inc. (Aratana) and Prevtec Microbia Inc. (Prevtec). These transactions were accounted for as business combinations under the acquisition method of accounting. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The determination of estimated fair value requires management to make significant estimates and assumptions. The excess of the purchase price over the fair value of the acquired net assets, where applicable, has been recorded as goodwill. The results of operations of these acquisitions are included in our condensed consolidated financial statements from the dates of acquisition. Bayer Animal Health Acquisition On August 1, 2020, we completed our previously announced acquisition of Bayer Animal Health in a cash and stock transaction. Bayer Animal Health is a provider of products intended to improve the health and well-being of pets and farm animals. The acquisition expands our pet health product category, advancing our planned portfolio mix transformation and creating a better balance between our farm animal and pet health product categories. Our existing product portfolio and pipeline are enhanced by the addition of Bayer Animal Health, which complements our commercial operations and international infrastructure while expanding our direct to retailer/e-commerce presence. Total consideration transferred to Bayer and its subsidiaries for the acquisition is summarized as follows: Cash consideration $ 5,170.1 Fair value of Elanco common stock (1) 1,723.7 Fair value of total consideration transferred (2) $ 6,893.8 (1) Represents the acquisition date fair value of 72.9 million shares of Elanco common stock at $23.64 per share. Per the terms of the stock and asset purchase agreement, the number of shares was based on approximately $2.3 billion divided by the 20-day volume-weighted average stock price as of the last day of trading before the closing of the acquisition (but subject to a 7.5% symmetrical collar centered on the baseline share number of approximately $2.3 billion divided by an initial share price of $33.60). (2) The purchase price is preliminary and subject to working capital and customary purchase price adjustments. We recognized transaction costs related to the acquisition of Bayer Animal Health of $90.7 million and $17.4 million for the three months ended September 30, 2020 and 2019, respectively, and $212.3 million and $21.4 million for the nine months ended September 30, 2020 and 2019, respectively. These costs were associated with legal and professional services related to the acquisition and are reflected within asset impairment, restructuring and other special charges in our condensed consolidated statements of operations. The amount of revenues attributable to Bayer Animal Health included in our condensed consolidated statements of operations since the date of acquisition for the three and nine months ended September 30, 2020 is $195.6 million. Based on our current operational structure, we did not record standalone costs for Bayer Animal Health after the date of the acquisition. As a result, we are unable to accurately determine earnings or loss attributable to Bayer Animal Health since the date of acquisition. The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2020. The purchase price allocation is preliminary and subject to change, including the valuation of inventories, property and equipment, intangible assets, income taxes and goodwill, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date: Estimated Fair Value at August 1, 2020 Cash and cash equivalents $ 168.8 Accounts receivable 9.7 Inventories 513.9 Prepaid expenses and other current assets 57.9 Property and equipment 299.6 Intangible assets: Acquired in-process research and development 240.0 Marketed products 3,220.0 Assets held for sale 146.9 Accounts payable and accrued liabilities (172.8) Accrued retirement benefits (209.6) Other noncurrent assets and liabilities - net (707.9) Total identifiable net assets 3,566.5 Goodwill 3,327.3 Total consideration transferred $ 6,893.8 Inventories comprised of $359.6 million, $28.2 million, $126.1 million in finished products, work in process, and raw materials, respectively. The preliminary estimate of fair value of finished products was determined based on net realizable value adjusted for the costs to complete the sales process, a reasonable profit allowance from the sales process, and estimated holding costs. The preliminary estimate of fair value of work in process was determined based on net realizable value adjusted for costs to complete the manufacturing process, costs of the sales process, a reasonable profit allowance for the remaining manufacturing and sales process effort, and an estimate of holding costs. The fair value of raw materials was determined to approximate book value. The fair value step-up adjustment to inventories of $166.8 million is being amortized to cost of sales when the inventory is sold to customers, which is expected to be within less than one year from the acquisition date. Property and equipment is mostly composed of land, buildings, equipment (including machinery, furniture and fixtures, and computer equipment), and construction in progress. The fair value of property and equipment was determined to approximate net book value at the time of the acquisition based on the information currently available and pending finalization of our fair value assessment. Intangible assets relate to $240.0 million of in-process research and development (IPR&D) and $3,220.0 million of marketed products. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life of approximately 12 years on a straight-line basis. The estimated fair values of identifiable intangible assets were determined using the "income approach," which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues, cost of sales, R&D expenses, marketing, selling and administrative expenses, and contributory asset charges), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors. The fair value of intangible assets as of September 30, 2020 is based on preliminary assumptions which are subject to change as we complete our valuation procedures. Assets held for sale include $135.0 million of marketed products rights, $7.3 million of IPR&D and $4.6 million of inventory related to the divestitures of Drontal ™, Profender ™ and other products. See the Divestitures section below for more information. Accrued retirement benefits primarily relate to certain Bayer Animal Health international subsidiaries that have underfunded defined benefit pension plans. We have recorded the fair value of these plans using assumptions and accounting policies similar to those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019. Upon acquisition, the excess of projected benefit obligation over the plan assets was recognized as a liability and previously existing deferred actuarial gains and losses and unrecognized service costs or benefits were eliminated. The resulting incremental net pension expense from the acquired plans was immaterial for the three months ended September 30, 2020. The goodwill recognized from this acquisition represents the value of additional growth platforms and an expanded revenue base as well as anticipated operational synergies and cost savings from the creation of a single combined global organization. The majority of goodwill associated with this acquisition is not deductible for tax purposes. The following table summarizes the changes in the carrying amount of goodwill during the period: Balance as of December 31, 2019 $ 2,989.6 Aratana measurement period adjustments 19.9 Additions related to the Bayer Animal Health acquisition 3,327.3 Foreign currency translation adjustments 97.9 Balance as of September 30, 2020 $ 6,434.7 Goodwill is reviewed for impairment at least annually and when certain impairment indicators are present. As of September 30, 2020, there were no goodwill impairment losses. Pro forma financial information (unaudited) The following table presents the estimated unaudited pro forma combined results of Elanco, Bayer Animal Health and Aratana for the three and nine months ended September 30, 2020 and 2019 as if the acquisitions had occurred on January 1, 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenues $ 1,072.6 $ 1,111.2 $ 3,318.3 $ 3,553.7 Loss before income taxes (222.8) (144.0) (382.1) (29.2) The supplemental pro forma financial information has been prepared using the acquisition method of accounting and is based on the historical financial information of Elanco, Bayer Animal Health and Aratana. The supplemental pro forma financial information does not necessarily represent what the combined companies' revenue or results of operations would have been had the acquisitions been completed on January 1, 2019, nor is it intended to be a projection of future operating results of the combined company. It also does not reflect any operating efficiencies or potential cost savings that might be achieved from synergies of combining Elanco, Bayer Animal Health and Aratana. The unaudited supplemental pro forma financial information reflects primarily pro forma adjustments related to divestitures, fair value estimates for intangibles and inventory, and interest expense and amortization of debt issuance costs for the debt issuance to finance the acquisition of Bayer Animal Health. The unaudited supplemental pro forma financial information includes transaction charges associated with the acquisition. There are no material, nonrecurring pro forma adjustments directly attributable to the acquisition included in the reported pro forma revenue and loss before income taxes. Divestitures In order to secure the necessary regulatory clearances for the acquisition of Bayer Animal Health, we signed agreements to divest the rights to manufacture and commercialize certain products. The following table summarizes the financial impact of the material divestitures completed during the third quarter of 2020, the pre-tax gains and losses on which are included in other - net, (income) expense in the condensed consolidated statement of operations. Three and Nine Months Ended September 30, 2020 Gross Cash Proceeds Pre-tax Gain Osurnia™ $ 140.5 $ 93.1 Vecoxan™ 55.1 37.1 Capstar™ 95.9 25.5 Drontal and Profender™ 140.6 — Other immaterial divestitures 2.6 0.7 Total (1) $ 434.7 $ 156.4 (1) Pre-tax gain is net of transaction costs of $13.3 million. We determined that the disposal of the related net assets does not qualify for reporting as a discontinued operation because it does not represent a strategic shift that has or will have a major effect on our operations and financial results. Elanco product divestitures In January 2020, we signed agreements to divest the worldwide rights to Osurnia and the U.S. rights to Capstar , and in February 2020, we signed an agreement to divest the worldwide rights to Vecoxan . The carrying value of the divested assets consisted of $114.1 million of marketed product rights and $7.9 million of inventory. In July 2020, we completed these sales, along with certain other immaterial divestitures. The transactions were accounted for as asset divestitures. Bayer Animal Health product divestitures To allow the Bayer Animal Health acquisition to close on a timely basis, we signed agreements to divest the rights to the Drontal and Profender product families within the United Kingdom and European Economic Area as well as other IPR&D. We completed the transactions, which were accounted for as asset divestitures, on August 3, 2020. Drontal, Profender, and the IPR&D were acquired as part of the Bayer Animal Health acquisition. The related assets were classified as held for sale on the balance sheet as of the acquisition date and measured at fair value at the time of the acquisition; therefore, no gains were recognized on the sales. A loss of $7.3 million was recorded on the sale of IPR&D as recognition of the potential income from the divestiture was constrained by revenue accounting standards. The estimated fair value of the divested assets consisted of $135.0 million of marketed product rights, $7.3 million of IPR&D, and $3.6 million of inventory. There are additional marketed and pipeline products that we are required to dispose of in order to comply with regulatory requirements. These divestitures are not expected to have a material effect on our operations, cash flows or financial position. Assets Held For Sale The related assets for the Osurnia and Capstar divestitures met the assets held for sale criteria as of December 31, 2019. No adjustments were required to record the assets at the lower of their carrying amounts or fair values less costs to sell on the consolidated balance sheet. Assets and liabilities considered held for sale in connection with the divestitures were included in the respective line items on the consolidated balance sheet as follows: December 31, 2019 Inventories $ 10.6 Other intangibles, net 61.2 Property and equipment, net 0.2 Total assets held for sale $ 72.0 Deferred taxes $ (1.4) Total liabilities held for sale $ (1.4) Other intangibles, net classified as held for sale primarily consisted of marketed products. 2019 Acquisitions Aratana Therapeutics, Inc. On July 18, 2019, we acquired Aratana, a pet therapeutics company focused on innovative therapies for dogs and cats, for stock and cash-based contingent value rights. Aratana is the creator of the canine osteoarthritis medicine, Galliprant™ , the rights to which we acquired in 2016. The acquisition enhances our presence in the areas of appetite stimulants in dogs, pain relief in dogs and cats, and treatments of other conditions in the U.S. and internationally. In connection with the acquisition, we issued approximately 7.2 million shares with a value of $238.0 million to Aratana shareholders, based on our stock price on the last trading day immediately prior to the closing date. The purchase consideration also included up to $12 million in contingent value rights, which represent the rights of Aratana shareholders to receive a contingent payment of $0.25 per share in cash upon the achievement of a specified milestone as outlined in the merger agreement. We calculated an immaterial fair value for the contingent value rights using the Monte Carlo simulation model. Contingent consideration liabilities that we previously recorded for future royalty and milestone payments in relation to the 2016 acquisition of rights to Galliprant were settled upon the closing of our acquisition of Aratana. The liabilities were valued at $84.7 million as of the acquisition date using the Monte Carlo simulation model. The resulting $7.5 million loss upon settlement was recorded in other - net, (income) expense in the consolidated and combined statement of operations for the year ended December 31, 2019. The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date: Estimated Fair Value at July 18, 2019 Cash and cash equivalents $ 26.4 Inventories 10.3 Acquired in-process research and development 31.9 Marketed products (1) 36.7 Other intangible assets (1) 13.2 Other assets and liabilities - net 4.1 Total identifiable net assets 122.6 Goodwill (2) 30.7 Settlement of existing contingent consideration liabilities 84.7 Total consideration transferred $ 238.0 (1) These intangible assets, which are being amortized on a straight-line basis over their estimated useful lives, are expected to have a weighted average useful life of approximately 12.5 years. (2) The goodwill recognized from this acquisition is attributable primarily to expected synergies from combining the operations of Aratana with our legacy business. The majority of goodwill associated with this acquisition is not deductible for tax purposes. The accounting for this acquisition is complete. A $19.1 million measurement period adjustment was recorded to establish a deferred tax liability for the preexisting Galliprant contingent consideration liability during the nine months ended September 30, 2020. We issued 0.1 million shares and recorded $3.6 million of stock-based compensation expense for the vesting of Aratana equity awards that was accelerated upon the closing of the acquisition during 2019. Prevtec Microbia Inc. On July 31, 2019, we acquired Prevtec in a cash transaction for approximately $60.3 million, inclusive of certain post-closing adjustments. Prevtec is a Canadian biotechnology company specializing in the development of vaccines intended to help prevent bacterial diseases in farm animals. The acquisition allows us to expand on our previous distribution arrangement for Coliprotec™ and is consistent with our efforts to explore innovative antibiotic alternatives. The purchase consideration included up to $16.3 million in additional cash consideration, contingent upon the achievement of specific sales milestones by December 31, 2021. We recorded a $4.7 million liability on the condensed consolidated balance sheet as of the acquisition date based on the fair value of the contingent consideration as calculated using the Monte Carlo simulation model. A previously existing $0.7 million receivable owed from Prevtec to Elanco Animal Health UK Limited was settled upon the closing of our acquisition of Prevtec. The resulting immaterial gain upon settlement was recorded in other - net, (income) expense in the consolidated and combined statement of operations for the year ended December 31, 2019. The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date: Estimated Fair Value at July 31, 2019 Cash and cash equivalents $ 0.9 Property and equipment 0.5 Acquired in-process research and development 2.8 Marketed products (1) 58.9 Other intangible assets 1.1 Other assets and liabilities - net (9.3) Total identifiable net assets 54.9 Goodwill (2) 10.1 Total consideration transferred $ 65.0 (1) These intangible assets, which are being amortized on a straight-line basis over their estimated useful lives, are expected to have a weighted average useful life of 10 years. (2) The goodwill recognized from this acquisition is attributable primarily to expected synergies from combining the operations of Prevtec with our legacy business and future unidentified projects and products. The goodwill associated with this acquisition is not deductible for tax purposes. |