Quarterly report pursuant to Section 13 or 15(d)

Intangibles, net

v3.22.1
Intangibles, net
3 Months Ended
Mar. 31, 2022
Intangibles, net  
Intangibles, net

6. Intangibles, net

VYNE Therapeutics Product Acquisition (“VYNE Product Acquisition”)

In January 2022, we acquired 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 Therapeutics, Inc. (“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"). This expands Journey’s product portfolio to seven actively marketed branded dermatology products. Journey also acquired certain associated inventory.

The VYNE Product Acquisition 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.

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

($ 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 is being accreted to the $5.0 million January 2023 cash payment over a one-year period through interest expense. The fair value of the deferred cash payment of $4.8 million at March 31, 2022 is included in partner company installment payments – short term on the condensed consolidated balance sheets.

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

($ 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 table below provides a summary of the Journey intangible assets as of March 31, 2022 and December 31, 2021, respectively:

Estimated Useful

($ in thousands)

    

Lives (Years)

    

March 31, 2022

    

December 31, 2021

Intangible assets – product licenses

3 to 9

$

37,925

$

19,003

Accumulated amortization

 

  

 

(7,468)

 

(6,451)

Net intangible assets

 

  

$

30,457

$

12,552

For the three months ended March 31, 2022 and 2021, Journey’s amortization expense related to its product licenses was $1.0 million and $0.6 million, respectively, which was recorded as a component of cost of goods sold on the Condensed Consolidated Statement of Operations.

The future amortization of these intangible assets is as follows:

Total

($ in thousands)

    

Ximino®

    

Accutane®

    

Amzeeq®

    

Zilxi®

    

Amortization

Nine Months Ended December 31, 2022

$

764

$

710

$

1,264

$

313

$

3,051

December 31, 2023

1,019

945

1,684

418

4,066

December 31, 2024

1,019

946

1,685

417

4,067

December 31, 2025

 

1,019

 

945

 

1,685

 

418

 

4,067

December 31, 2026

595

 

157

 

1,684

 

418

 

2,854

Thereafter

6,739

1,671

8,410

Sub-total

$

4,416

$

3,703

$

14,741

$

3,655

$

26,515

Asset not yet placed in service:

3,942

Total

$

4,416

$

3,703

$

14,741

$

3,655

$

30,457