Acquisitions (Tables)
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9 Months Ended |
Sep. 30, 2018 |
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| Business Combinations and Asset Acquisitions [Abstract] [Abstract] |
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| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition both as disclosed in the first quarter 2018 Form 10-Q and as adjusted for measurement period adjustments identified during the second quarter:
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At February 16,
2018 (preliminary)
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Measurement Period Adjustments |
At February 16,
2018 (as adjusted)
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Inventory |
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$ |
2,549,000 |
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$ |
(1,831,000 |
) |
$ |
718,000 |
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Prepaid assets |
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— |
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570,000 |
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570,000 |
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Intangible assets |
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16,453,000 |
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1,838,000 |
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18,291,000 |
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Accrued expenses |
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— |
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(362,000 |
) |
(362,000 |
) |
Fair value of debt assumed |
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(15,272,303 |
) |
197,303 |
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(15,075,000 |
) |
Fair value of contingent consideration and deferred payments |
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(7,875,165 |
) |
(44,835 |
) |
(7,920,000 |
) |
Total net liabilities assumed |
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(4,145,468 |
) |
367,468 |
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(3,778,000 |
) |
Consideration exchanged |
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241,000 |
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(240,999 |
) |
1 |
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Goodwill |
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$ |
4,386,468 |
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$ |
(608,467 |
) |
$ |
3,778,001 |
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The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition both as disclosed in prior periods and as adjusted for measurement period adjustments identified during the current quarter:
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At November 17,
2017 (preliminary)
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Measurement Period Adjustments |
At November 17, 2017 (as adjusted) |
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Fair value of assets acquired: |
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Cash and cash equivalents |
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$ |
11,068 |
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$ |
— |
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$ |
11,068 |
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Accounts receivable, net |
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2,872,545 |
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— |
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2,872,545 |
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Inventory |
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495,777 |
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— |
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495,777 |
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Prepaid expenses and other current assets |
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134,281 |
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— |
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134,281 |
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Other receivables |
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— |
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2,764,515 |
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2,764,515 |
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Identifiable Intangible Assets: |
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— |
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Acquired product marketing rights - Metafolin |
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10,465,000 |
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1,522,000 |
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11,987,000 |
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PAI sales and marketing agreement |
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2,334,000 |
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219,000 |
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2,553,000 |
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Acquired product marketing rights - Millipred |
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4,714,000 |
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342,000 |
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5,056,000 |
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Acquired product marketing rights - Ulesfia |
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555,000 |
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(555,000 |
) |
— |
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Total assets acquired |
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21,581,671 |
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4,292,515 |
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25,874,186 |
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Fair value of liabilities assumed: |
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Accounts payable |
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192,706 |
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— |
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192,706 |
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Accrued expenses and other current liabilities |
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4,850,422 |
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3,764,515 |
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8,614,937 |
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Deferred tax liability |
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839,773 |
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78,840 |
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918,613 |
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Total liabilities assumed |
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5,882,901 |
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3,843,355 |
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9,726,256 |
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Total identifiable net assets |
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15,698,770 |
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449,160 |
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16,147,930 |
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Fair value of consideration transferred |
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29,991,052 |
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(1,210,000 |
) |
28,781,052 |
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Goodwill |
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$ |
14,292,282 |
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$ |
(1,659,160 |
) |
$ |
12,633,122 |
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| Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination |
The preliminary fair value of intangible assets both as disclosed in the first quarter 2018 Form 10-Q and as adjusted by measurement period adjustments identified during the second quarter includes the following:
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At February 16,
2018 (preliminary)
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Measurement Period Adjustments |
At February 16,
2018 (as adjusted)
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Useful Life |
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Acquired Product Marketing Rights - Karbinal |
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$ |
6,221,000 |
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$ |
(21,000 |
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$ |
6,200,000 |
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16 years |
Acquired Product Marketing Rights - AcipHex |
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2,520,000 |
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283,000 |
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2,803,000 |
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10 years |
Acquired Product Marketing Rights - Cefaclor |
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6,291,000 |
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1,320,000 |
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7,611,000 |
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7 years |
Acquired Developed Technology - Flexichamber |
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1,131,000 |
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546,000 |
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1,677,000 |
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10 years |
Acquired IPR&D - LiquiTime formulations |
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290,000 |
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(290,000 |
) |
— |
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Indefinite |
Total |
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$ |
16,453,000 |
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$ |
1,838,000 |
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$ |
18,291,000 |
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The preliminary fair value of intangible assets both as disclosed in prior periods and as adjusted by measurement period adjustments identified during the current quarter includes the following:
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At November 17,
2017 (preliminary) |
Measurement Period Adjustments |
At November 17, 2017 (as adjusted) |
Useful Life |
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Acquired product marketing rights - Metafolin |
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$ |
10,465,000 |
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$ |
1,522,000 |
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$ |
11,987,000 |
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15 years |
PAI sales and marketing agreement |
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2,334,000 |
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219,000 |
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2,553,000 |
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2 years |
Acquired product marketing rights - Millipred |
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4,714,000 |
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342,000 |
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5,056,000 |
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4 years |
Acquired product marketing rights - Ulesfia |
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555,000 |
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(555,000 |
) |
— |
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Total |
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$ |
18,068,000 |
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$ |
1,528,000 |
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$ |
19,596,000 |
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| Schedule of Fair Value of Consideration Transferred |
The following table summarizes the preliminary acquisition-date fair value of the consideration transferred at the date of acquisition both as disclosed in prior periods and as adjusted for measurement period adjustments identified during the current quarter:
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At November 17,
2017 (preliminary)
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Measurement Period Adjustments |
At November 17, 2017 (as adjusted) |
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Cash |
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$ |
18,900,000 |
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$ |
— |
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$ |
18,900,000 |
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Common stock (including contingently issuable shares) |
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8,514,419 |
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— |
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8,514,419 |
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Contingent payments |
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2,576,633 |
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(1,210,000 |
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1,366,633 |
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Total consideration transferred |
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$ |
29,991,052 |
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(1,210,000 |
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28,781,052 |
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| Business Acquisition, Pro Forma Information |
The following supplemental unaudited pro forma information presents Cerecor’s financial results as if the acquisitions of Avadel Pediatric Products, which was completed on February 16, 2018, and of TRx, which was completed on November 17, 2017, had each occurred on January 1, 2017:
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2018 |
2017 |
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2018 |
2017 |
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Pro forma |
Pro forma |
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Pro forma |
Pro forma |
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Total revenues, net |
$ |
4,074,786 |
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$ |
30,965,291 |
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$ |
15,047,699 |
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$ |
41,276,271 |
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Net loss |
$ |
(24,603,575 |
) |
$ |
16,881,075 |
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$ |
(35,539,494 |
) |
$ |
8,505,715 |
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Diluted net loss per share |
$ |
(0.71 |
) |
$ |
0.63 |
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$ |
(1.09 |
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$ |
0.42 |
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