| 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 periods prior to the third quarter of 2018 and as adjusted for measurement period adjustments identified during the third quarter of 2018:
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At November 17,
2017 (preliminary)
|
Measurement Period Adjustments |
At November 17, 2017 (as adjusted) |
|
|
|
|
|
Fair value of assets acquired: |
|
|
|
|
Cash and cash equivalents |
|
$ |
11,068 |
|
$ |
— |
|
$ |
11,068 |
|
Accounts receivable, net |
|
2,872,545 |
|
— |
|
2,872,545 |
|
Inventory |
|
495,777 |
|
— |
|
495,777 |
|
Prepaid expenses and other current assets |
|
134,281 |
|
— |
|
134,281 |
|
Other receivables |
|
— |
|
2,764,515 |
|
2,764,515 |
|
Identifiable Intangible Assets: |
|
|
|
— |
|
Acquired product marketing rights - Metafolin |
|
10,465,000 |
|
1,522,000 |
|
11,987,000 |
|
PAI sales and marketing agreement |
|
2,334,000 |
|
219,000 |
|
2,553,000 |
|
Acquired product marketing rights - Millipred |
|
4,714,000 |
|
342,000 |
|
5,056,000 |
|
Acquired product marketing rights - Ulesfia |
|
555,000 |
|
(555,000 |
) |
— |
|
Total assets acquired |
|
21,581,671 |
|
4,292,515 |
|
25,874,186 |
|
|
|
|
|
|
Fair value of liabilities assumed: |
|
|
|
|
Accounts payable |
|
192,706 |
|
— |
|
192,706 |
|
Accrued expenses and other current liabilities |
|
4,850,422 |
|
3,764,515 |
|
8,614,937 |
|
Deferred tax liability |
|
839,773 |
|
78,840 |
|
918,613 |
|
Total liabilities assumed |
|
5,882,901 |
|
3,843,355 |
|
9,726,256 |
|
Total identifiable net assets |
|
15,698,770 |
|
449,160 |
|
16,147,930 |
|
Fair value of consideration transferred |
|
29,991,052 |
|
(1,210,000 |
) |
28,781,052 |
|
Goodwill |
|
$ |
14,292,282 |
|
$ |
(1,659,160 |
) |
$ |
12,633,122 |
|
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition and as adjusted for measurement period adjustments identified during the second quarter of 2018:
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|
|
|
|
|
|
|
|
|
|
|
At February 16,
2018 (preliminary)
|
Measurement Period Adjustments |
At February 16,
2018 (as adjusted)
|
|
|
|
|
|
Inventory |
|
$ |
2,549,000 |
|
$ |
(1,831,000 |
) |
$ |
718,000 |
|
Prepaid assets |
|
— |
|
570,000 |
|
570,000 |
|
Intangible assets |
|
16,453,000 |
|
1,838,000 |
|
18,291,000 |
|
Accrued expenses |
|
— |
|
(362,000 |
) |
(362,000 |
) |
Fair value of debt assumed |
|
(15,272,303 |
) |
197,303 |
|
(15,075,000 |
) |
Fair value of contingent consideration |
|
(7,875,165 |
) |
(44,835 |
) |
(7,920,000 |
) |
Total net liabilities assumed |
|
(4,145,468 |
) |
367,468 |
|
(3,778,000 |
) |
Consideration exchanged |
|
241,000 |
|
(240,999 |
) |
1 |
|
Goodwill |
|
$ |
4,386,468 |
|
$ |
(608,467 |
) |
$ |
3,778,001 |
|
|
| Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination |
The final fair value of intangible assets both as disclosed in prior periods and as adjusted by measurement period adjustments identified during the third quarter of 2018 includes the following:
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At November 17,
2017 (preliminary) |
Measurement Period Adjustments |
At November 17, 2017 (as adjusted) |
Useful Life |
|
|
|
|
|
|
Acquired product marketing rights - Metafolin |
|
$ |
10,465,000 |
|
$ |
1,522,000 |
|
$ |
11,987,000 |
|
15 years |
PAI sales and marketing agreement |
|
2,334,000 |
|
219,000 |
|
2,553,000 |
|
2 years |
Acquired product marketing rights - Millipred |
|
4,714,000 |
|
342,000 |
|
5,056,000 |
|
4 years |
Acquired product marketing rights - Ulesfia |
|
555,000 |
|
(555,000 |
) |
— |
|
|
Total |
|
$ |
18,068,000 |
|
$ |
1,528,000 |
|
$ |
19,596,000 |
|
|
The fair value of intangible assets, both as of the date of acquisition and as adjusted by measurement period adjustments identified during the second quarter of 2018, includes the following:
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|
|
|
|
|
|
|
|
|
|
|
At February 16,
2018 (preliminary)
|
Measurement Period Adjustments |
At February 16,
2018 (as adjusted)
|
Useful Life |
|
|
|
|
|
|
Acquired Product Marketing Rights - Karbinal |
|
$ |
6,221,000 |
|
$ |
(21,000 |
) |
$ |
6,200,000 |
|
10 years |
Acquired Product Marketing Rights - AcipHex |
|
2,520,000 |
|
283,000 |
|
2,803,000 |
|
10 years |
Acquired Product Marketing Rights - Cefaclor |
|
6,291,000 |
|
1,320,000 |
|
7,611,000 |
|
7 years |
Acquired Developed Technology - Flexichamber |
|
1,131,000 |
|
546,000 |
|
1,677,000 |
|
10 years |
Acquired IPR&D - LiquiTime formulations |
|
290,000 |
|
(290,000 |
) |
— |
|
Indefinite |
Total |
|
$ |
16,453,000 |
|
$ |
1,838,000 |
|
$ |
18,291,000 |
|
|
|
| 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 periods prior to the third quarter of 2018 and as adjusted for measurement period adjustments identified during the third quarter of 2018:
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|
|
|
|
|
|
|
At November 17,
2017 (preliminary)
|
Measurement Period Adjustments |
At November 17, 2017 (as adjusted) |
|
|
|
|
|
Cash |
|
$ |
18,900,000 |
|
$ |
— |
|
$ |
18,900,000 |
|
Common stock (including contingently issuable shares) |
|
8,514,419 |
|
— |
|
8,514,419 |
|
Contingent payments |
|
2,576,633 |
|
(1,210,000 |
) |
1,366,633 |
|
Total consideration transferred |
|
$ |
29,991,052 |
|
(1,210,000 |
) |
28,781,052 |
|
|