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Goodwill and Intangible Assets, Net
6 Months Ended
Jun. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets, Net
GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
Our $639.5 million goodwill balance consisted of $198.1 million of goodwill acquired through the November 2014 Lumara Health acquisition and $441.4 million acquired through the August 2015 CBR acquisition. As of June 30, 2017, we had no accumulated impairment losses related to goodwill.
We test our goodwill balances during the fourth quarter of each year for impairment. An interim goodwill impairment test in advance of the annual impairment assessment may be required if events occur that indicate an impairment might be present. For example, a sustained substantial decline in our market capitalization, unexpected adverse business conditions, economic factors and unanticipated competitive activities may signal that an interim impairment test is needed. Accordingly, among other factors, we monitor changes in our stock price between annual impairment tests. Our stock market capitalization has at times been, and as of June 30, 2017 is, lower than our stockholders’ equity or book value. We believe that the current short-term decline in share price below book value does not necessarily reflect the underlying value of the Company. Management believes that the fair value of the Company exceeds book value and accordingly, has not recognized an impairment of its goodwill.


Intangible Assets
As of June 30, 2017 and December 31, 2016, our identifiable intangible assets consisted of the following (in thousands):
 
June 30, 2017
 
December 31, 2016
 
 
 
Accumulated
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
Cost
 
Amortization
 
Impairments
 
Net
 
Cost
 
Amortization
 
Impairments
 
Net
Amortizable intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Makena base technology
$
797,100

 
$
174,659

 
$

 
$
622,441

 
$
797,100

 
$
128,732

 
$

 
$
668,368

CBR customer relationships
297,000

 
21,449

 

 
275,551

 
297,000

 
13,590

 

 
283,410

Intrarosa developed technology
77,655

 

 

 
77,655

 

 

 

 

 
1,171,755

 
196,108

 

 
975,647

 
1,094,100

 
142,322

 

 
951,778

Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Makena IPR&D
79,100

 

 

 
79,100

 
79,100

 

 

 
79,100

CBR trade names and trademarks
65,000

 

 
3,700

 
61,300

 
65,000

 

 
3,700

 
61,300

Total intangible assets
$
1,315,855

 
$
196,108

 
$
3,700

 
$
1,116,047

 
$
1,238,200

 
$
142,322

 
$
3,700

 
$
1,092,178



As of June 30, 2017, the weighted average remaining amortization period for our finite-lived intangible assets was approximately 8.5 years.
The Makena base technology and IPR&D intangible assets were acquired in November 2014 in connection with our acquisition of Lumara Health. Amortization of the Makena base technology asset is being recognized using an economic consumption model over 20 years from the acquisition date, which we believe is an appropriate amortization period due to the estimated economic lives of the product rights and related intangibles.
The CBR intangible assets (i.e., the CBR customer relationships and trade names and trademarks) were acquired in August 2015 in connection with our acquisition of CBR. Amortization of the CBR customer relationships is being recognized using an estimated useful life of 20 years from the acquisition date, which we believe is an appropriate amortization period due to the estimated economic lives of the CBR intangible assets. As part of our 2016 annual impairment test, we recorded an impairment charge of $3.7 million in the fourth quarter of 2016 related to the impairment of a portion of the CBR trade names and trademarks indefinite-lived intangible asset based on a revised long-term revenue forecast for CBR.
Our rights to the Intrarosa developed technology were acquired in April 2017 in connection with the Endoceutics License Agreement, as defined and described in more detail below in Note O, Collaboration, License and Other Strategic Agreements. Amortization of the Intrarosa developed technology asset is being recognized using an economic consumption model over 11 years from the acquisition date, which represents our best estimate of the period over which we expect the majority of the asset’s economic benefit to be consumed. Amortization expense for the Intrarosa developed technology will be recorded in cost of product sales in our condensed consolidated statements of operations.
Total amortization expense for the six months ended June 30, 2017 and 2016, was $53.8 million and $36.0 million, respectively. Amortization expense for the Makena base technology is recorded in cost of product sales in our condensed consolidated statements of operations. Amortization expense for the CBR customer relationships is recorded in selling, general and administrative expenses in our condensed consolidated statements of operations. We expect amortization expense related to our finite-lived intangible assets to be as follows (in thousands):
 
 
Estimated
 
 
Amortization
Period
 
Expense
Remainder of Year Ending December 31, 2017
 
$
64,624

Year Ending December 31, 2018
 
83,730

Year Ending December 31, 2019
 
51,934

Year Ending December 31, 2020
 
52,150

Year Ending December 31, 2021
 
53,226

Thereafter
 
669,983

Total
 
$
975,647