10-Q 1 acor-10q_20170930.htm 10-Q acor-10q_20170930.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to          

Commission File Number 000-50513

 

ACORDA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

13-3831168

(State or other jurisdiction of incorporation

or organization)

 

(I.R.S. Employer

Identification No.)

 

420 Saw Mill River Road, Ardsley, New York

 

10502

(Address of principal executive offices)

 

(Zip Code)

(914) 347-4300

(Registrant’s telephone number,

including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  (Do not check if a small reporting company)

  

Small reporting company

 

Emerging growth company

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at October 31, 2017

Common Stock, $0.001 par value

per share

 

46,747,166 shares

 

 


 

ACORDA THERAPEUTICS, INC.

TABLE OF CONTENTS

 

 

 

Page

PART I—FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements

 

1

 

Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016

 

1

 

Consolidated Statements of Operations (unaudited) for the Three and Nine-month Periods Ended September 30, 2017 and 2016

 

3

 

Consolidated Statements of Comprehensive Loss (unaudited) for the Three and Nine-month Periods Ended September 30, 2017 and 2016

 

4

 

Consolidated Statements of Cash Flows (unaudited) for the Nine-month Periods Ended September 30, 2017 and 2016

 

5

 

Notes to Consolidated Financial Statements (unaudited)

 

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

18

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

34

Item 4.

Controls and Procedures

 

34

PART II—OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

 

36

Item 1A.

Risk Factors

 

38

Item 6.

Exhibits

 

40

 

 


 

This Quarterly Report on Form 10-Q contains forward‑looking statements relating to future events and our future performance within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Stockholders are cautioned that such statements involve risks and uncertainties, including: the ability to realize the benefits anticipated from the Biotie and Civitas transactions, among other reasons because acquired development programs are generally subject to all the risks inherent in the drug development process and our knowledge of the risks specifically relevant to acquired programs generally improves over time; the ability to successfully integrate Biotie’s operations into our operations; we may need to raise additional funds to finance our operations and may not be able to do so on acceptable terms; our ability to successfully market and sell Ampyra (dalfampridine) Extended Release Tablets, 10 mg in the U.S., which will likely be materially adversely affected by the March 2017 court decision in our litigation against filers of Abbreviated New Drug Applications to market generic versions of Ampyra in the U.S.; the risk of unfavorable results from future studies of Inbrija (CVT-301, levodopa inhalation powder), tozadenant or from our other research and development programs, or any other acquired or in-licensed programs; we may not be able to complete development of, obtain regulatory approval for, or successfully market Inbrija, tozadenant, or any other products under development; third party payers (including governmental agencies) may not reimburse for the use of Ampyra, Inbrija or our other products at acceptable rates or at all and may impose restrictive prior authorization requirements that limit or block prescriptions; the occurrence of adverse safety events with our products; failure to maintain regulatory approval of or to successfully market Fampyra outside of the U.S. and our dependence on our collaborator Biogen in connection therewith; competition; failure to protect our intellectual property, to defend against the intellectual property claims of others or to obtain third party intellectual property licenses needed for the commercialization of our products; and failure to comply with regulatory requirements could result in adverse action by regulatory agencies. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s beliefs and assumptions. All statements, other than statements of historical facts, included in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make, and investors should not place undue reliance on these statements. In addition to the risks and uncertainties described above, we have included important factors in the cautionary statements included in this report and in our Annual Report on Form 10-K for the year ended December 31, 2016, particularly in the “Risk Factors” section (as updated by the disclosures in our subsequent quarterly reports, including this report), that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make. Forward-looking statements in this report are made only as of the date hereof, and we do not assume any obligation to publicly update any forward-looking statements as a result of developments occurring after the date of this report.

We and our subsidiaries own several registered trademarks in the U.S. and in other countries. These registered trademarks include, in the U.S., the marks “Acorda Therapeutics,” our stylized Acorda Therapeutics logo, “Biotie Therapies,” “Ampyra,” “Zanaflex,” “Zanaflex Capsules,” “Qutenza” and “ARCUS.”  Also, our mark “Fampyra” is a registered mark in the European Community Trademark Office and we have registrations or pending applications for this mark in other jurisdictions. Our trademark portfolio also includes several registered trademarks and pending trademark applications (e.g., “Inbrija”) in the U.S. and worldwide for potential product names or for disease awareness activities. Third party trademarks, trade names, and service marks used in this report are the property of their respective owners.

 

 

 


 

PART I

Item 1.  Financial Statements

ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

 

(In thousands, except share data)

 

September 30,

2017

 

 

December 31,

2016

 

 

 

(unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

192,496

 

 

$

158,537

 

Restricted cash

 

 

68

 

 

 

79

 

Trade accounts receivable, net of allowances of $552 and $964, as of

   September 30, 2017 and December 31, 2016, respectively

 

 

53,825

 

 

 

52,239

 

Prepaid expenses

 

 

9,757

 

 

 

12,907

 

Finished goods inventory

 

 

39,870

 

 

 

43,135

 

Other current assets

 

 

7,399

 

 

 

5,760

 

Total current assets

 

 

303,415

 

 

 

272,657

 

Property and equipment, net of accumulated depreciation

 

 

36,484

 

 

 

34,310

 

Goodwill

 

 

285,317

 

 

 

280,599

 

Deferred tax asset

 

 

4,400

 

 

 

4,400

 

Intangible assets, net of accumulated amortization

 

 

705,141

 

 

 

742,242

 

Non-current portion of deferred cost of license revenue

 

 

1,796

 

 

 

2,272

 

Other assets

 

 

8,505

 

 

 

5,855

 

Total assets

 

$

1,345,058

 

 

$

1,342,335

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

21,741

 

 

$

26,933

 

Accrued expenses and other current liabilities

 

 

78,304

 

 

 

104,890

 

Current portion of deferred license revenue

 

 

9,057

 

 

 

9,057

 

Current portion of loans payable

 

 

636

 

 

 

6,256

 

Current portion of convertible notes payable

 

 

 

 

 

765

 

Total current liabilities

 

 

109,738

 

 

 

147,901

 

Convertible senior notes (due 2021)

 

 

306,411

 

 

 

299,395

 

Acquired contingent consideration

 

 

88,900

 

 

 

72,100

 

Non-current portion of deferred license revenue

 

 

25,663

 

 

 

32,456

 

Non-current portion of loans payable

 

 

25,174

 

 

 

24,635

 

Deferred tax liability

 

 

98,537

 

 

 

92,807

 

Other non-current liabilities

 

 

10,645

 

 

 

8,830

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value. Authorized 1,000,000 shares at September 30,

   2017 and no shares at December 31, 2016; no shares issued as of September 30,

   2017 and December 31, 2016, respectively

 

 

 

 

 

 

Common stock, $0.001 par value. Authorized 80,000,000 shares at September 30,

   2017 and December 31, 2016; issued 46,720,478 and 46,182,738 shares,

   including those held in treasury, as of September 30, 2017 and

   December 31, 2016, respectively

 

 

47

 

 

 

46

 

Treasury stock at cost (16,151 shares at September 30, 2017 and 12,420 shares

   at December 31, 2016)

 

 

(389

)

 

 

(329

)

Additional paid-in capital

 

 

957,543

 

 

 

921,365

 

Accumulated deficit

 

 

(284,148

)

 

 

(243,970

)

Accumulated other comprehensive income (loss)

 

 

6,937

 

 

 

(12,901

)

1


 

Total stockholders’ equity

 

 

679,990

 

 

 

664,211

 

Total liabilities and stockholders’ equity

 

$

1,345,058

 

 

$

1,342,335

 

 

See accompanying Unaudited Notes to Consolidated Financial Statements

2


 

ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(unaudited)

 

(In thousands, except per share data)

 

Three-month

period ended

September 30,

2017

 

 

Three-month

period ended

September 30,

2016

 

 

Nine-month

period ended

September 30,

2017

 

 

Nine-month

period ended

September 30,

2016

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net product revenues

 

$

134,357

 

 

$

128,508

 

 

$

379,705

 

 

$

359,350

 

Royalty revenues

 

 

4,444

 

 

 

4,841

 

 

 

13,391

 

 

 

12,831

 

License revenue

 

 

2,264

 

 

 

2,264

 

 

 

6,793

 

 

 

6,793

 

Total net revenues

 

 

141,065

 

 

 

135,613

 

 

 

399,889

 

 

 

378,974

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

29,992

 

 

 

27,644

 

 

 

84,840

 

 

 

77,265

 

Cost of license revenue

 

 

159

 

 

 

159

 

 

 

476

 

 

 

476

 

Research and development

 

 

33,286

 

 

 

54,777

 

 

 

130,963

 

 

 

149,640

 

Selling, general and administrative

 

 

40,741

 

 

 

54,805

 

 

 

142,100

 

 

 

176,388

 

Asset impairment

 

 

39,446

 

 

 

 

 

 

39,446

 

 

 

 

Changes in fair value of acquired contingent consideration

 

 

(400

)

 

 

3,700

 

 

 

16,800

 

 

 

11,900

 

Total operating expenses

 

 

143,224

 

 

 

141,085

 

 

 

414,625

 

 

 

415,669

 

Operating loss

 

 

(2,159

)

 

 

(5,472

)

 

 

(14,736

)

 

 

(36,695

)

Other (expense) income, (net):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and amortization of debt discount expense

 

 

(4,180

)

 

 

(4,404

)

 

 

(13,783

)

 

 

(12,161

)

Interest income

 

 

30

 

 

 

46

 

 

 

103

 

 

 

309

 

Realized loss on foreign currency transactions

 

 

(18

)

 

 

(179

)

 

 

(458

)

 

 

(1,674

)

Other income

 

 

 

 

 

 

 

 

 

 

 

10,026

 

Total other expense, (net)

 

 

(4,168

)

 

 

(4,537

)

 

 

(14,138

)

 

 

(3,500

)

Loss before taxes

 

 

(6,327

)

 

 

(10,009

)

 

 

(28,874

)

 

 

(40,195

)

(Provision for) benefit from income taxes

 

 

(18,868

)

 

 

(3,023

)

 

 

(23,421

)

 

 

7,686

 

Net loss

 

$

(25,195

)

 

$

(13,032

)

 

$

(52,295

)

 

$

(32,509

)

Net loss attributable to non-controlling interest

 

 

 

 

 

307

 

 

 

 

 

 

985

 

Net loss attributable to Acorda Therapeutics, Inc.

 

$

(25,195

)

 

$

(12,725

)

 

$

(52,295

)

 

$

(31,524

)

Net loss per share attributable to Acorda Therapeutics, Inc.

    —basic and diluted

 

$

(0.55

)

 

$

(0.28

)

 

$

(1.14

)

 

$

(0.70

)

Weighted average common shares outstanding used in

   computing net loss per share attributable to

   Acorda Therapeutics, Inc.—basic and diluted

 

 

46,002

 

 

 

45,378

 

 

 

45,918

 

 

 

45,178

 

 

See accompanying Unaudited Notes to Consolidated Financial Statements

3


 

ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss

(unaudited)

 

(In thousands)

 

Three-month

period ended

September 30,

2017

 

 

Three-month

period ended

September 30,

2016

 

 

Nine-month

period ended

September 30,

2017

 

 

Nine-month

period ended

September 30,

2016

 

Net loss

 

$

(25,195

)

 

$

(13,032

)

 

$

(52,295

)

 

$

(32,509

)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

7,266

 

 

 

1,097

 

 

 

19,838

 

 

 

(3,615

)

Reclassification of net losses to net income

 

 

 

 

 

 

 

 

 

 

 

119

 

Other comprehensive income (loss), net of tax

 

 

7,266

 

 

 

1,097

 

 

 

19,838

 

 

 

(3,496

)

Comprehensive loss

 

$

(17,929

)

 

$

(11,935

)

 

$

(32,457

)

 

$

(36,005

)

Other comprehensive income (loss) attributable

   to noncontrolling interest.

 

$

 

 

$

17

 

 

$

 

 

$

(110

)

 

See accompanying Unaudited Notes to Consolidated Financial Statements

4


 

ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)

 

(In thousands)

 

Nine-month

period ended

September 30,

2017

 

 

Nine-month

period ended

September 30,

2016

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(52,295

)

 

$

(32,509

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Share-based compensation expense

 

 

25,264

 

 

 

27,392

 

Amortization of net premiums and discounts on investments

 

 

 

 

 

467

 

Amortization of debt discount and debt issuance costs

 

 

8,918

 

 

 

7,158

 

Depreciation and amortization expense

 

 

17,484

 

 

 

15,775

 

Intangible asset impairment

 

 

39,446

 

 

 

 

Change in acquired contingent consideration obligation

 

 

16,800

 

 

 

11,900

 

Unrealized foreign currency transaction loss (gain)

 

 

247

 

 

 

(10,484

)

Restructuring costs, net of cash payments

 

 

1,878

 

 

 

 

Deferred tax provision (benefit)

 

 

16,746

 

 

 

(10,522

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Increase in accounts receivable

 

 

(1,505

)

 

 

(17,018

)

Decrease in prepaid expenses and other current assets

 

 

1,614

 

 

 

5,820

 

Decrease (increase) in inventory

 

 

3,266

 

 

 

(4,459

)

Decrease in non-current portion of deferred cost of license revenue

 

 

476

 

 

 

476

 

(Increase) decrease in other assets

 

 

(3,990

)

 

 

25

 

(Decrease) increase in accounts payable, accrued expenses, other current

   liabilities

 

 

(31,435

)

 

 

9,612

 

Decrease in non-current portion of deferred license revenue

 

 

(6,793

)

 

 

(6,793

)

Increase in other non-current liabilities

 

 

102

 

 

 

 

Decrease in restricted cash

 

 

86

 

 

 

6,032

 

Net cash provided by operating activities

 

 

36,309

 

 

 

2,872

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(10,370

)

 

 

(4,633

)

Purchases of intangible assets

 

 

(294

)

 

 

(482

)

Acquisitions, net of cash received

 

 

 

 

 

(268,107

)

Purchases of investments

 

 

 

 

 

(40,214

)

Proceeds from maturities of investments

 

 

 

 

 

239,966

 

Net cash used in investing activities

 

 

(10,664

)

 

 

(73,470

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock and option exercises

 

 

7,001

 

 

 

74,673

 

Purchase of noncontrolling interest

 

 

 

 

 

(27,946

)

Refund of deposit for purchase of noncontrolling interest

 

 

2,722

 

 

 

 

Purchase of treasury stock

 

 

(60

)

 

 

 

Debt issuance costs

 

 

 

 

 

(1,559

)

Repayments of revenue interest liability

 

 

 

 

 

(41

)

Repayment of loans payable

 

 

(2,409

)

 

 

 

Net cash provided by financing activities

 

 

7,254

 

 

 

45,127

 

Effect of exchange rate changes on cash and cash equivalents

 

 

1,060

 

 

 

207

 

Net increase (decrease) in cash and cash equivalents

 

 

33,959

 

 

 

(25,264

)

Cash and cash equivalents at beginning of period

 

 

158,537

 

 

 

153,204

 

Cash and cash equivalents at end of period

 

$

192,496

 

 

$

127,940

 

Supplemental disclosure:

 

 

 

 

 

 

 

 

Cash paid for interest

 

 

3,047

 

 

 

3,040

 

Cash paid for taxes

 

 

11,363

 

 

 

3,564

 

 

5


 

See accompanying Unaudited Notes to Consolidated Financial Statements

6


 

ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(unaudited)

(1) Organization and Business Activities

Acorda Therapeutics, Inc. (“Acorda” or the “Company”) is a biopharmaceutical company focused on developing therapies that restore function and improve the lives of people with neurological disorders.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information, Accounting Standards Codification (ASC) Topic 270-10 and with the instructions to Form 10-Q. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In management’s opinion, all adjustments considered necessary for a fair presentation have been included in the interim periods presented and all adjustments are of a normal recurring nature. The Company has evaluated subsequent events through the date of this filing. Operating results for the three and nine-month periods ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. When used in these notes, the terms “Acorda” or “the Company” mean Acorda Therapeutics, Inc. The December 31, 2016 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. You should read these unaudited interim condensed consolidated financial statements in conjunction with the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.

(2) Summary of Significant Accounting Policies

Our critical accounting policies are detailed in our Annual Report on Form 10-K for the year ended December 31, 2016. Effective January 1, 2017, the Company adopted ASU 2016-09, “Compensation – Stock Compensation” (Topic 718) and ASU 2015-11, “Inventory” (Topic 330): Simplifying the Measurement of Inventory (ASU 2015-11). Other than the adoption of the new accounting guidance, our critical accounting policies have not changed materially from December 31, 2016.

Foreign Currency Translation

The functional currency of operations outside the United States of America is deemed to be the currency of the local country, unless otherwise determined that the United States dollar would serve as a more appropriate functional currency given the economic operations of the entity. Accordingly, the assets and liabilities of the Company’s foreign subsidiary, Biotie, are translated into United States dollars using the period-end exchange rate; and income and expense items are translated using the average exchange rate during the period; and equity transactions are translated at historical rates. Cumulative translation adjustments are reflected as a separate component of equity. Foreign currency transaction gains and losses are reflected in operations in the period incurred.

Segment and Geographic Information

The Company is managed and operated as one business which is focused on developing therapies that restore function and improve the lives of people with neurological disorders. The entire business is managed by a single management team that reports to the Chief Executive Officer. The Company does not operate separate lines of business with respect to any of its products or product candidates and the Company does not prepare discrete financial information with respect to separate products or product candidates or by location. Accordingly, the Company views its business as one reportable operating segment. Net product revenues reported to date are derived from the sales of Ampyra, Zanaflex and Qutenza in the U.S.

Intangible Assets

The Company has finite lived intangible assets related to Ampyra and Selincro. These intangible assets are amortized on a straight line basis over the period in which the Company expects to receive economic benefit and are reviewed for impairment when facts and circumstances indicate that the carrying value of the asset may not be recoverable. The determination of the expected life will be dependent upon the use and underlying characteristics of the intangible asset. In the Company’s evaluation of the intangible assets, it considers the term of the underlying asset life and the expected life of the related product line. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying

7


 

value exceeds its estimated fair value. Fair value is generally estimated based on either appraised value or other valuation techniques.

On March 31, 2017, the United States District Court for the District of Delaware upheld U.S. Patent No. 5,540,938 (the ‘938 patent), which is set to expire in July 2018. The claims of the ‘938 patent relate to methods for treating a neurological disease, such as MS, and cover the use of a sustained release dalfampridine formulation, such as AMPYRA (dalfampridine) Extended Release Tablets, 10 mg for improving walking in people with MS. The District Court invalidated U.S. Patent Nos. 8,663,685, 8,007,826, 8,440,703, and 8,354,437, which pertain to Ampyra. In May 2017, the Company appealed the ruling on these patents. As a result of the District Court’s ruling, the Company performed an interim impairment test for the intangible assets related to Ampyra in connection with the preparation of the unaudited interim condensed consolidated financial statements for the first quarter of 2017. Based on the impairment test performed, the Company determined that these intangible assets were not impaired.

As a result of the invalidation of the patents, the estimated remaining useful lives of the Ampyra intangible assets were reviewed to determine if there was a change in the estimated useful lives of these assets. Based on the review, the Company determined that there was a change in the estimated useful lives of these assets that would require an acceleration of the amortization expense. The Company determined that the estimated useful lives of these intangible assets will coincide with the expiration of the ‘938 patent, unless the appeal is resolved favorably. The Company accounted for this change prospectively as a change in an accounting estimate beginning in the three-month period ended June 30, 2017. The acceleration of the amortization associated with the change in the estimated remaining useful lives of these intangible assets, did not have a material impact on the Company’s statement of operations for the three- and nine-month periods ended September 30, 2017.

The Company reviewed the carrying value of its intangible asset related to Selincro, a European Medicines Agency (EMA)-approved orally administered therapy for alcohol dependence therapy. The Company receives double digit royalties from sales of Selincro via a licensing agreement with a third-party (licensee). Through discussions with the licensee, the Company reviewed the intangible asset for impairment due to a downward revision to the projected royalty revenue the Company expects to receive. As a result of the review, the Company determined that the carrying value of the asset was greater than the estimated fair market value. The Company recognized an impairment charge in the amount of $39.4 million representing the amount by which the carrying value exceeded the fair market value as of September 30, 2017.

 

 

Subsequent Events

Subsequent events are defined as those events or transactions that occur after the balance sheet date, but before the financial statements are filed with the Securities and Exchange Commission. The Company completed an evaluation of the impact of any subsequent events through the date these financial statements were issued, and determined there were no subsequent events requiring disclosure in these financial statements.

Recently Issued / Adopted Accounting Pronouncements

In March 2016, the FASB issued Accounting Standards Update 2016-09, “Compensation – Stock Compensation” (Topic 718). The main objective of this update is to simplify the accounting, and reporting classifications for certain aspects of share-based payment transactions. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years.

The Company adopted this guidance effective January 1, 2017 on a prospective basis. The new guidance requires that excess tax benefits or deficiencies that arise upon the vesting or exercise of share-based payments be recognized as income tax benefit or expense in the income statement. Previously, these amounts were recorded as additional paid-in-capital. As a result of the adoption of ASU 2016-09, the Company recorded an adjustment to accumulated deficit of $12.1 million to recognize net operating loss carryforwards, attributable to excess tax benefits on stock compensation that was not previously recognized in additional paid in capital. For the three- and nine-month periods ended September 30, 2017, the Company recorded $0.4 million and $2.2 million, respectively, of shortfalls as a component of income tax expense in the statement of operations. The new guidance also permits the accounting for forfeitures based on either an estimate of the number of shares expected to vest or on the actual forfeitures as they occur. The Company elected to continue estimating forfeitures for determining compensation costs. The new guidance also provides for excess tax benefits to be classified as an operating activity in the statement of cash flows. Previously, excess tax benefits were classified as a financing activity.

In July 2015, the FASB issued Accounting Standards Update 2015-11, “Inventory” (Topic 330): Simplifying the Measurement of Inventory (ASU 2015-11), which requires the measurement of inventory at the lower of cost and net realizable value. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, and interim periods therein with early adoption permitted. The Company adopted this guidance effective January 1, 2017. The adoption of this guidance did not have an impact on the consolidated financial statements.

8


 

In March 2016, the FASB issued Accounting Standards Update 2016-06, “Derivatives and Hedging” (Topic 815): Contingent Put and Call Options in Derivative Contracts (ASU 2016-06), which clarifies the requirements for assessing whether contingent options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. This ASU is effective for fiscal years beginning after December 15, 2016 and interim periods therein. The Company adopted this guidance effective January 1, 2017. The adoption of this guidance did not have an impact on the consolidated financial statements.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers” (Topic 606) (ASU 2014-09). This new standard will replace all current U.S. GAAP guidance on this topic and eliminate all industry-specific guidance. In July 2015, the FASB deferred the effective date of the new revenue standard for interim and annual periods beginning after December 15, 2017 (previously December 15, 2016). The Company expects to adopt this guidance on January 1, 2018. ASU 2014-09 allows for either full retrospective or modified retrospective adoption. The Company will adopt the new guidance following the modified retrospective approach.

The new guidance requires the application of a five-step model to determine the amount and timing of revenue to be recognized. The underlying principle is that revenue is to be recognized for the transfer of goods or services to customers that reflects the amount of consideration that the Company expects to be entitled to in exchange for those goods or services.

The Company is continuing to assess the impact of the new guidance on its accounting policies and procedures and is evaluating the new requirements as applied to existing revenue contracts. Although the Company is continuing to assess the impact of the new guidance, the Company believes the most significant impact will relate to the recognition of license revenues associated with its Biogen contract at a point in time rather than over a period of time. The Company is evaluating the impact on its financial statements for this particular contract.

The Company completed a review of its revenue contracts (noting no expected impact aside from the Biogen contract noted above) and continues to solidify its plan for implementation of the new guidance including revising accounting policies and evaluating internal controls and will implement any changes as required to facilitate adoption of the new guidance which the Company will adopt beginning in the first quarter of 2018.

In January 2017, the FASB issued Accounting Standards Update 2017-04, “Intangibles – Goodwill and Other” (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04). This new standard simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 allows for prospective application and is effective for fiscal years beginning after December 15, 2019, and interim periods therein with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact adoption of this guidance may have on its consolidated financial statements.

In May 2017, the FASB issued Accounting Standards Update 2017-09, “Compensation – Stock Compensation” (Topic 718): Scope of Modification Accounting (ASU 2017-09). This new standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 allows for prospective application and is effective for fiscal years beginning after December 15, 2017, and interim periods therein with early adoption permitted for interim or annual periods. The Company is currently evaluating the impact adoption of this guidance may have on its consolidated financial statements.

(3) Acquisitions

Biotie Therapies Corp.

On April 18, 2016, the Company acquired a controlling interest in Biotie Therapies Corp. (“Biotie”) pursuant to a combination agreement entered into in January 2016. We believe that tozadenant, acquired through Biotie, and Inbrija (CVT-301, levodopa inhalation powder), our most advanced program, have the potential to position the Company as a leader in Parkinson’s disease therapy. In accordance with the combination agreement, the Company closed a public tender offer for all of Biotie’s capital stock, pursuant to which the Company acquired approximately 93% of the fully diluted capital stock of Biotie for a cash purchase price of approximately $350 million. On May 4, 2016, the Company acquired an additional approximately 4% of Biotie’s fully diluted capital stock pursuant to a subsequent public offer to Biotie stockholders that did not tender their shares in the initial tender offer. The purchase consideration for the subsequent tender offer was approximately $14.5 million. The acquisition of the additional 4% of Biotie’s fully diluted capital stock resulted in the Company owning approximately 97% of the fully diluted capital stock of Biotie (the “Acquisition”) as of June 30, 2016.

9


 

On September 30, 2016, the Company acquired the remaining approximately 3% of Biotie’s fully diluted capital stock in exchange for the payment of a cash security deposit of approximately $13.5 million, as determined by the Finnish arbitral tribunal administering redemption proceedings for the shares not tendered to the Company. Accordingly, the Company owned 100% of the fully diluted capital stock of Biotie as of September 30, 2016.

In the three-month period ended March 31, 2017, the Company received a refund of the cash security deposit of approximately $2.7 million following the final determination and payment of the redemption price for the shares subject to the redemption proceedings.

The Company estimated the fair value of the assets acquired and liabilities assumed as of the date of acquisition based on the information available at that time. The Company recorded its final measurement-period adjustments to the purchase price allocation from the acquisition date through April 18, 2017. During the six-month period ended June 30, 2017, the Company recorded final measurement period adjustments of approximately $6.4 million to its purchase price allocation with a corresponding offset to goodwill. The final measurement period adjustments included a reduction to current liabilities of approximately $3.8 million related to the repurchase of the Biotie convertible capital loans as the Company was able to determine the fair market value of these loans, a reduction to other long-term liabilities of approximately $2.7 million due to the finalization of the valuation of the Biotie non-convertible capital loans and an increase to deferred tax liabilities of approximately $0.2 million due to the finalization of the provisional amounts recorded for deferred tax liabilities.

The following table presents the final allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date of April 18, 2016:

 

(In thousands)

 

Preliminary

Allocation, as

adjusted through

December 31, 2016

 

 

Measurement

Period

Adjustments

 

 

Final

Allocation as of April 18, 2017

 

Cash and cash equivalents

 

$

73,854

 

 

$

 

 

$

73,854

 

Other current assets

 

 

1,878

 

 

 

 

 

 

1,878

 

Other long-term assets

 

 

4,962

 

 

 

 

 

 

4,962

 

Intangible assets (indefinite-lived)

 

 

260,500

 

 

 

 

 

 

260,500

 

Intangible assets (definite-lived)

 

 

65,000

 

 

 

 

 

 

65,000

 

Current liabilities

 

 

(18,572

)

 

 

3,837

 

 

 

(14,735

)

Deferred taxes

 

 

(89,908

)

 

 

(156

)

 

 

(90,064

)

Other long-term liabilities

 

 

(25,690

)

 

 

2,740

 

 

 

(22,950

)

Fair value of assets and liabilities acquired

 

 

272,024

 

 

 

6,421

 

 

 

278,445

 

Goodwill

 

 

103,876

 

 

 

(6,421

)

 

 

97,455

 

Total purchase price

 

 

375,900

 

 

 

 

 

 

375,900

 

Less: Noncontrolling interests

 

 

(25,736

)

 

 

 

 

 

(25,736

)

Purchase consideration on date of acquisition

 

$

350,164

 

 

$

 

 

$

350,164

 

 

The Company accounted for the Acquisition as a business combination using the acquisition method of accounting. Under the acquisition method of accounting, the total purchase price of the acquisition is allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the date of acquisition. The Company incurred approximately $18.6 million in acquisition related expenses to date. For the three-month period ended September 30, 2017, there were no acquisition related expenses incurred. For the nine-month period ended September 30, 2017, the Company incurred approximately $0.6 million in acquisition related expenses, all of which were expensed and included in selling, general and administrative expenses in the consolidated statements of operations. The results of Biotie’s operations have been included in the consolidated statements of operations from the acquisition date of April 18, 2016.

The definite-lived intangible asset will be amortized on a straight line basis over the period in which the Company expects to receive economic benefit and will be reviewed for impairment when facts and circumstances indicate that the carrying value of the asset may not be recoverable.

The fair value of the indefinite lived intangible assets were capitalized as of the acquisition date and subsequently accounted for as indefinite-lived intangible assets until disposition of the assets or completion or abandonment of the associated research and development efforts. Accordingly, during the development period these assets will not be amortized into earnings; rather, these assets will be subject to periodic impairment testing. Upon successful completion of the development efforts, the useful lives of the indefinite lived intangible assets will be determined and the assets will be considered definite-lived intangible assets and amortized over their expected useful lives.

10


 

Goodwill is calculated as the excess of the purchase price and the noncontrolling interest over the estimated fair value of the assets acquired and liabilities assumed. The goodwill recorded is primarily related to establishing a deferred tax liability for the indefinite lived intangible assets which have no tax basis and, therefore, will not result in a future tax deduction. None of the goodwill is deductible for tax purposes.

Goodwill

Changes in the carrying amount of goodwill were as follows:

 

(In thousands)

 

 

 

 

Balance at December 31, 2016

 

$

280,599

 

Decrease to goodwill for measurement period adjustments

 

 

(6,421

)

Foreign currency translation adjustment

 

 

11,139

 

Balance at September 30, 2017

 

$

285,317

 

 

(4) Preferred Stock

Stockholder Rights Plan

On August 31, 2017, the Board of Directors of the Company adopted a stockholder rights plan (Rights Plan) to preserve the ability of the Board to protect the interests of stockholders in transactions that may result in an acquisition of control of the Company, including tender offers and open market purchases of the Company’s securities. In general terms, the Rights Plan works by significantly diluting the stock ownership of any person or group that acquires 15% or more of the outstanding common stock of the Company without the approval of the Board (such person, an Acquiring Person).

Under the Rights Plan, on August 31, 2017, the Board authorized and declared a dividend of one preferred share purchase right (Right) for each outstanding share of common stock, par value $0.001 per share, of the Company. The dividend was payable to the stockholders of record on September 11, 2017 (Record Date). Each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company at a price of $110 per one one-thousandth of a Preferred Share, subject to adjustment. As of September 30, 2017, there were 1,000,000 preferred shares authorized and no such shares issued and outstanding. In addition, one Right will automatically attach to each Common Share that becomes outstanding between the Record Date and the earliest of the Distribution Date, the redemption of the Rights or the expiration of the Rights. The Distribution Date is the close of business on the tenth day after the first date of public announcement that any person has become an Acquiring Person or such earlier date as a majority of the Board becomes aware of the existence of an Acquiring Person. Until a Right is exercised, the holder thereof, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on August 31, 2018, unless earlier redeemed or exchanged by the Company.

(5) Corporate Restructuring

On April 5, 2017, the Company announced a corporate restructuring to reduce its cost structure and focus its resources on its two late-stage programs, Inbrija and tozadenant.

The adoption of this restructuring plan followed the previously-announced decision by the United States District Court for the District of Delaware invalidating certain patents pertaining to Ampyra. Under this ruling, Acorda expects to maintain exclusivity to Ampyra through July 2018, depending on the outcome of the appeal of the Court’s decision.

As part of this restructuring, the Company reduced headcount by approximately 20%. The majority of the reduction in personnel was completed in the three-month period ended June 30, 2017. The Company estimates that during 2017 it will incur approximately $8.0 million of pre-tax charges for severance and employee separation related costs related to the restructuring.

In the three-month period ended September 30, 2017, the Company incurred approximately $0.03 million in pre-tax severance and employee separation related costs associated with the restructuring. In the nine-month period ended September 30, 2017, the Company incurred pre-tax severance and employee separation related expenses of approximately $7.6 million associated with the restructuring. The pre-tax charges incurred include a cash component of approximately $6.7 million

11


 

representing employee charges for severance payments and benefits and a non-cash component of approximately $0.9 million representing stock compensation charges. Of the pre-tax severance and employee separation related expenses incurred, $5.6 million was recorded in research and development expenses and $2.0 million was recorded in selling, general and administrative expenses. The majority of the restructuring costs are expected to be paid by the end of 2017.

A summary of the restructuring charges for the three- and nine-month periods ended September 30, 2017 is as follows:

 

 

 

Severance and

 

 

 

 

 

 

 

 

 

 

 

Other Employee

 

 

 

 

 

 

 

 

 

(In thousands)

 

Costs

 

 

Other Costs

 

 

Total

 

Q2 Restructuring costs

 

$

7,515

 

 

$

75

 

 

$

7,590

 

Q2 Payments

 

 

(6,166

)

 

 

(75

)

 

 

(6,241

)

Q3 Restructuring costs

 

 

29

 

 

 

5

 

 

 

34

 

Q3 Payments

 

 

(458

)

 

 

(5

)

 

 

(463

)

Restructuring Liability as of September 30, 2017

 

$

920

 

 

$

 

 

$

920

 

 

(6) Share-based Compensation

During the three‑month periods ended September 30, 2017 and 2016, the Company recognized share-based compensation expense of $6.7 million and $10.0 million, respectively. During the nine-month periods ended September 30, 2017 and 2016, the Company recognized share-based compensation expense of $26.2 million and $27.4 million, respectively. Activity in options and restricted stock during the nine-month period ended September 30, 2017 and related balances outstanding as of that date are reflected below. The weighted average fair value per share of options granted to employees for the three-month periods ended September 30, 2017 and 2016 were approximately $9.46 and $11.21, respectively. The weighted average fair value per share of options granted to employees for the nine-month periods ended September 30, 2017 and 2016 were approximately $10.68  and $13.65, respectively.

The following table summarizes share-based compensation expense included within the consolidated statements of operations:

 

 

 

For the three-month

period ended September 30,

 

 

For the nine-month

period ended September 30,

 

(In millions)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Research and development

 

$

2.0

 

 

$

2.9

 

 

$

8.4

 

 

$

7.7

 

Selling, general and administrative

 

 

4.7

 

 

 

7.1

 

 

 

17.8

 

 

 

19.7

 

Total

 

$

6.7

 

 

$

10.0

 

 

$

26.2

 

 

$

27.4

 

 

A summary of share-based compensation activity for the nine-month period ended September 30, 2017 is presented below:

Stock Option Activity

 

 

 

Number of

Shares

(In thousands)

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Term

 

 

Intrinsic

Value

(In thousands)

 

Balance at January 1, 2017

 

 

9,072

 

 

$

31.11

 

 

 

 

 

 

 

 

 

Granted

 

 

1,619

 

 

 

20.29

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(671

)

 

 

31.35

 

 

 

 

 

 

 

 

 

Exercised

 

 

(332

)

 

 

21.11

 

 

 

 

 

 

 

 

 

Balance at September 30, 2017

 

 

9,688

 

 

$

29.63

 

 

 

5.9

 

 

$

10,026

 

Vested and expected to vest at

    September 30, 2017

 

 

9,547

 

 

$

29.76

 

 

 

5.8

 

 

$

9,327

 

Vested and exercisable at

    September 30, 2017

 

 

7,010

 

 

$

30.35

 

 

 

4.8

 

 

$

4,503

 

 

12


 

Restricted Stock and Performance Stock Unit Activity

 

(In thousands)

 

 

 

 

Restricted Stock and Performance Stock Units

 

Number of Shares

 

Nonvested at January 1, 2017

 

 

625

 

Granted

 

 

542

 

Vested

 

 

(51

)

Forfeited

 

 

(183

)

Nonvested at September 30, 2017

 

 

933

 

 

Unrecognized compensation cost for unvested stock options, restricted stock awards and performance stock units as of September 30, 2017 totaled $42.1 million and is expected to be recognized over a weighted average period of approximately 2.9 years.

(7) Loss Per Share

The following table sets forth the computation of basic and diluted loss per share for the three- and nine-month periods ended September 30, 2017 and 2016:

 

(In thousands, except per share data)

 

Three-month

period ended

September 30,

2017

 

 

Three-month

period ended

September 30,

2016

 

 

Nine-month

period ended

September 30,

2017

 

 

Nine-month

period ended

September 30,

2016

 

Basic and diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(25,195

)

 

$

(12,725

)

 

$

(52,295

)

 

$

(31,524

)

Weighted average common shares outstanding used in

   computing net loss per share—basic

 

 

46,002

 

 

 

45,378

 

 

 

45,918

 

 

 

45,178

 

Plus: net effect of dilutive stock options and restricted

   common shares

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding used in

   computing net loss per share—diluted

 

 

46,002

 

 

 

45,378

 

 

 

45,918

 

 

 

45,178

 

Net loss per share—basic

 

$

(0.55

)

 

$

(0.28

)

 

$

(1.14

)

 

$

(0.70

)

Net loss per share—diluted

 

$

(0.55

)

 

$

(0.28

)

 

$

(1.14

)

 

$

(0.70

)

 

Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price exceeds the average closing price of the Company’s common stock during the period, because their inclusion would result in an anti-dilutive effect on per share amounts.

The following amounts were not included in the calculation of net loss per diluted share because their effects were anti-dilutive:

 

(In thousands)

 

Three-month

period ended

September 30,

2017

 

 

Three-month

period ended

September 30,

2016

 

 

Nine-month

period ended

September 30,

2017

 

 

Nine-month

period ended

September 30,

2016

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options and restricted common shares

 

 

9,147

 

 

 

8,278

 

 

 

9,232

 

 

 

7,821

 

Convertible note – Saints Capital

 

 

 

 

 

10

 

 

 

 

 

 

10

 

 

Additionally, the impact of the convertible debt and the impact of the convertible capital loan assumed from Biotie were determined to be anti-dilutive and excluded from the calculation of net loss per diluted share for the three and nine-month periods ended September 30, 2017 and 2016.

13


 

(8) Income Taxes

The Company’s effective income tax rate differs from the U.S. statutory rate principally due to state taxes, Federal research and development tax credits, jurisdictions with pretax losses for which no tax benefit can be recognized and the effects of share based compensation which are recorded discretely in the quarters in which they occur.

For the three-month periods ended September 30, 2017 and 2016, the Company recorded a $18.9 million and $3.0 million provision for income taxes, respectively. The effective income tax rates for the Company for the three-month periods ended September 30, 2017 and 2016 were -298.2% and -30.2%, respectively. The variance in the effective tax rates for the three-month period ended September 30, 2017 as compared to the three-month period ended September 30, 2016 was due primarily to the valuation allowance recorded on jurisdictions with Biotie pretax losses for which no tax benefit can be recognized, state taxes, the tax implications of costs related to the Biotie transaction, the reduction in the research & development tax credit and the absence of orphan drug development in 2017

For the nine-month periods ended September 30, 2017 and 2016, the Company recorded a $23.4 million provision for and $7.7 million benefit from income taxes, respectively. The effective income tax rates for the Company for the nine-month periods ended September 30, 2017 and 2016 were -81.1% and 19.1%, respectively. The variance in the effective tax rates for the nine-month period ended September 30, 2017 as compared to the nine-month period ended September 30, 2016 was due primarily to the valuation allowance recorded on jurisdictions with Biotie pretax losses for which no tax benefit can be recognized, the tax implications of costs related to the Biotie transaction, the reduction in the research & development tax credit and the absence of orphan drug development in 2017.

The Company continues to evaluate the realizability of its deferred tax assets and liabilities on a quarterly basis and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant tax authorities, the progress of ongoing tax audits and the regulatory approval of products currently under development. Any changes to the valuation allowance or deferred tax assets and liabilities in the future would impact the Company's income taxes.

The Internal Revenue Service commenced an examination of the Company’s US income tax return for 2015 in the third quarter of 2017. There have been no proposed adjustments at this stage of the examination.

(9) Fair Value Measurements

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates, exchange rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points for the asset or liability. The Company’s Level 1 assets consist of time deposits and investments in a Treasury money market fund. The Company’s Level 3 liabilities represent acquired contingent consideration related to the acquisition of Civitas and are valued using a probability weighted discounted cash flow valuation approach. No changes in valuation techniques occurred during the three or nine-month periods ended September 30, 2017. The estimated fair values of all of our financial instruments approximate their carrying values at September 30, 2017, except for the fair value of the Company’s convertible senior notes, which was approximately $317.4 million as of September 30, 2017. The Company estimates the fair value of its notes utilizing market quotations for the debt (Level 2).

 

(In thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Assets Carried at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

9,144

 

 

$

 

 

$

 

Liabilities Carried at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

Acquired contingent consideration

 

 

 

 

 

 

 

 

88,900

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Assets Carried at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

18,514

 

 

$

 

 

$

 

Liabilities Carried at Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

Acquired contingent consideration