Asterias Merger (Tables)

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

Schedule of Merger Consideration Transferred

The calculation of the purchase price for the Asterias Merger and the Merger Consideration transferred on March 8, 2019 was as follows (in thousands, except for share and per share amounts):

	BioTime (38% ownership interest)			Shareholders other than BioTime (approximate 62% ownership interest)			Total
Outstanding Asterias common stock as of March 8, 2019		21,747,569			34,783,333	(1)		56,530,902	(1)
Exchange ratio		0.710			0.710			0.710
BioTime common stock issuable		15,440,774	(2)		24,695,898	(3)		40,136,672
Per share price of BioTime common stock as of March 8, 2019	$	1.31		$	1.31		$	1.31
Purchase price (in $000s)	$	20,227	(2)	$	32,353		$	52,580

(1)	Includes 81,810 shares of Asterias restricted stock unit awards that immediately vested on March 8, 2019 and converted into the right to receive shares of BioTime common stock based on the Merger Exchange Ratio, resulting in 58,085 shares of BioTime common stock issued on March 8, 2019 as part of the Merger Consideration. These restricted stock units were principally attributable to pre-combination services and included as part of the purchase price in accordance with ASC 805. See Note 12 for Asterias restricted stock units that vested on the closing of the Asterias Merger attributable to post-combination services that were recorded outside of the purchase price as an immediate charge to stock-based compensation expense.
(2)	Estimated fair value for BioTime’s previously held 38% ownership interest in Asterias common stock is part of the total purchase price of Asterias for purposes of the purchase price allocation under ASC 805 and for BioTime’s adjustment of its 38% interest to fair value at the effective date of the Asterias Merger and immediately preceding the consolidation of Asterias’ results with BioTime. No actual shares of BioTime common stock were issued to BioTime in connection with the Asterias Merger.
(3)	Net of a de minimis number of fractional shares which were paid in cash.

Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed

The following table sets forth a preliminary allocation of the purchase price to Asterias’ tangible and identifiable intangible assets acquired and liabilities assumed on the closing of the Asterias Merger, with the excess recorded as goodwill (in thousands):

Assets acquired:
Cash and cash equivalents	$	3,117
Prepaid expenses and other assets, current and noncurrent		660
Machinery and equipment		369
Long-lived intangible assets - royalty contracts		650
Acquired in-process research and development (“IPR&D”)		46,540
Total assets acquired		51,336

Liabilities assumed:
Accrued liabilities and accounts payable		1,136
Liability classified warrants		867
Deferred license revenue		200
Long-term deferred income tax liability		12,965
Total liabilities assumed		15,168
Net assets acquired, excluding goodwill (a)		36,168
Fair value of BioTime common stock held by Asterias (b)		3,435
Total purchase price (c)		52,580
Estimated goodwill (c-a-b)	$	12,977

Schedule of Valuation of Identifiable Intangible Assets and Their Estimated Useful Lives

The valuation of identifiable intangible assets and their estimated useful lives are as follows (in thousands, except for useful life):

	Preliminary Estimated Asset Fair Value		Useful Life (Years)
	(in thousands, except for useful life)
In process research and development (“IPR&D”)	$	46,540		n/a
Royalty contracts		650		5
	$	47,190