Quarterly report pursuant to Section 13 or 15(d)

Intangibles, net

v3.19.3
Intangibles, net
9 Months Ended
Sep. 30, 2019
Intangibles, net  
Intangibles, net

9. Intangibles, net

On July 22, 2019 Journey purchased Ximino ®, a minocycline hydrochloride used to treat acne from a third party. Pursuant to the terms and conditions of the Asset Purchase Agreement ("APA"), total consideration for the APA is $9.4 million, comprised of an upfront payment of $2.4 million payable within 60 days after execution on September 22, 2019. The remaining four payments of $7.0 million are due in consecutive years commencing on the second anniversary of execution of the APA. In addition, Journey is obligated to pay royalties in the mid, single digits based on net sales of Ximino, subject to specified reductions.

The Company, in accordance with ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, determined the purchase of Ximino did not constitute the purchase of a business, and therefore recorded the purchase price of Ximino as an asset, to be amortized over the life of the product, which is deemed to be seven years.  In addition, the Company determined pursuant to ASC 450, Contingencies, that royalty payments in connection with the APA will be recorded when they become payable with a corresponding charge to cost of goods sold.

In accordance with the terms of the APA Journey will incur interest expense in the event of payment default. As such per ASC 835-30 Interest-Imputed Interest, Journey recorded an initial discount for imputed interest of $2.3 million. As of September 30, 2019, Journey recorded an intangible asset related to this transaction of $7.1 million which was recorded on the condensed consolidated balance sheet of Fortress.

The table below provides a summary of the Journey intangible assets as of September 30, 2019 and December 31, 2018, respectively:

 

 

 

 

 

 

 

 

 

 

 

 

Estimated Useful

 

September 30, 

 

December 31, 

($ in thousands)

    

Lives (Years)

    

2019

    

2018

 

 

 

 

(Unaudited)

 

 

 

Intangible assets – asset purchases

 

3 to 7

 

$

9,934

 

$

2,800

Total

 

  

 

 

9,934

 

 

2,800

Accumulated amortization

 

  

 

 

(2,203)

 

 

(1,383)

Net intangible assets

 

  

 

$

7,731

 

$

1,417

 

The table below provides a summary for the nine months ended September 30, 2019, of JMC recognized expense related to its product licenses, which was recorded in costs of goods sold on the Condensed Consolidated Statement of Operations:

 

 

 

 

 

 

 

Intangible

($ in thousands)

    

Assets

Beginning balance at January 1, 2019

 

$

1,417

Additions:

 

 

 

Purchase of Ximino(1)

 

 

7,134

Amortization expense

 

 

(820)

Ending balance at September 30, 2019

 

$

7,731

 

Note 1: Includes four payments of $7.0 million due in consecutive years commencing on the second anniversary of the execution of the APA.  Such payments were discounted by $2.3 million as a result of the long-term nature of such payments.

 

The future amortization of these intangible assets is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

($ in thousands)

    

Exelderm®

    

Ximino®

    

Amortization

For the three-months ending December 31, 2019

 

$

100

 

$

255

 

$

355

Year Ended December 31, 2020

 

 

400

 

 

1,019

 

 

1,419

Year Ended December 31, 2021

 

 

267

 

 

1,019

 

 

1,286

Year Ended December 31, 2022

 

 

 —

 

 

1,019

 

 

1,019

Year Ended December 31, 2023

 

 

 —

 

 

1,019

 

 

1,019

Thereafter

 

 

 —

 

 

2,633

 

 

2,633

Total

 

$

767

 

$

6,964

 

$

7,731