Quarterly report pursuant to Section 13 or 15(d)

Intangibles, net

v3.23.1
Intangibles, net
3 Months Ended
Mar. 31, 2023
Intangibles, net  
Intangibles

7. Intangibles, net

VYNE Therapeutics Product Acquisition (“VYNE Product Acquisition”)

In January 2022, Journey entered into an agreement with VYNE Therapeutics, Inc. (“VYNE”) to acquire two FDA-Approved Topical Minocycline Products, Amzeeq (minocycline) topical foam 4%, and Zilxi (minocycline) topical foam 1.5%, and a Molecule Stabilizing TechnologyTM proprietary platform from VYNE for an upfront payment of $20.0 million and an additional $5.0 million payment on the one (1)-year anniversary of the closing (the "VYNE Product Acquisition Agreement"). This expanded Journey’s product portfolio to eight marketed branded dermatology products.  Journey also acquired certain associated inventory.

The VYNE Product Acquisition Agreement also provides for contingent net sales milestone payments. In the first calendar year in which annual sales reach each of $100 million, $200 million, $300 million, $400 million and $500 million, a one-time payment of $10 million, $20 million, $30 million, $40 million and $50 million, respectively, will be paid in that year only, per product, totaling up to $450 million. In addition, Journey will pay VYNE 10% of any upfront payment received by Journey from a licensee or sublicensee of the products in any territory outside of the United States, subject to exceptions for certain jurisdictions as detailed in the VYNE Product Acquisition Agreement.

The following table summarizes the aggregate consideration transferred for the assets acquired by Journey in connection with the VYNE Product Acquisition Agreement:

($ in thousands)

Aggregate Consideration Transferred

Consideration transferred to VYNE at closing

$

20,000

Fair value of deferred cash payment due January 2023

 

4,740

Transaction costs

223

Total consideration transferred at closing

$

24,963

The fair value of the deferred cash payment was accreted to the $5.0 million January 2023 cash payment over a one-year period through interest expense. Journey made the $5 million deferred cash payment in January 2023.

The following table summarizes the assets acquired in the VYNE Product Acquisition Agreement:

($ in thousands)

    

Assets Recognized

Inventory

$

6,041

Identifiable intangibles:

Amzeeq

15,162

Zilxi

3,760

Fair value of net identifiable assets acquired

$

24,963

The intangible assets acquired as part of the VYNE Product Acquisition Agreement were valued using an income approach, while the inventory was valued using a final sales value less cost to dispose approach.

The table below provides a summary of the Journey intangible assets as of March 31, 2023 and December 31, 2022, respectively:

Estimated Useful

($ in thousands)

    

Lives (Years)

    

March 31, 2023

    

December 31, 2022

Intangible assets – product licenses

3 to 9

$

37,925

$

37,925

Accumulated amortization

 

  

 

(11,797)

 

(10,728)

Net intangible assets

 

  

$

26,128

$

27,197

For the three months ended March 31, 2023 and 2022, Journey’s amortization expense related to its product licenses was $1.1 million and $1.0 million, respectively. Journey records amortization expense related to its product licenses as a component of cost of goods sold on the unaudited condensed consolidated statement of operations.

The future amortization of these intangible assets is as follows:

Total

($ in thousands)

    

Amortization

Nine Months Ended December 31, 2023

$

3,207

December 31, 2024

4,277

December 31, 2025

 

4,277

December 31, 2026

 

3,064

December 31, 2027

1,775

Thereafter

5,586

Sub-total

$

22,186

Asset not yet placed in service

3,942

Total

$

26,128