XML 28 R15.htm IDEA: XBRL DOCUMENT v3.10.0.1
Goodwill and Intangible Assets, Net
9 Months Ended
Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets, Net
GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
Our $422.5 million goodwill balance represents goodwill of the continuing business following the goodwill allocation required by the CBR transaction discussed in Note C “Discontinued Operations and Held for Sale.” We determined that CBR met the definition of a business and as a result, in accordance with ASC 350 - Intangibles - Goodwill and Other, allocated goodwill on a relative fair value basis between CBR and the continuing business for the purposes of determining the carrying value of CBR. Further, we performed a qualitative goodwill impairment test for our continuing business at June 30, 2018 to assess whether there were indicators that its fair value was less than its carrying value. As a result of this evaluation, we determined that there was no impairment of the goodwill of our continuing business at June 30, 2018.
We test goodwill at the reporting unit level for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Events that could indicate impairment and trigger an interim impairment assessment include, but are not limited to, an adverse change in current economic and market conditions, including a significant prolonged decline in market capitalization, a significant adverse change in legal factors, unexpected adverse business conditions, and an adverse action or assessment by a regulator. Our annual impairment test date is October 31. We have determined that we operate in a single operating segment and have a single reporting unit.
Intangible Assets
As of September 30, 2018 and December 31, 2017, our identifiable intangible assets consisted of the following (in thousands):
 
September 30, 2018
 
December 31, 2017
 
 
 
Accumulated
 
Cumulative
 
 
 
 
 
Accumulated
 
Cumulative
 
 
 
Cost
 
Amortization
 
Impairments
 
Net
 
Cost
 
Amortization
 
Impairments
 
Net
Finite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Makena base technology
$
797,100

 
$
390,724

 
$
319,246

 
$
87,130

 
$
797,100

 
$
255,754

 
$
319,246

 
$
222,100

Makena auto-injector developed technology
79,100

 
4,697

 

 
74,403

 

 

 

 

Intrarosa developed technology
77,655

 
8,441

 

 
69,214

 
77,655

 
3,376

 

 
74,279

 
953,855

 
403,862

 
319,246

 
230,747

 
874,755

 
259,130

 
319,246

 
296,379

Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Makena IPR&D

 

 

 

 
79,100

 

 

 
79,100

Total intangible assets
$
953,855

 
$
403,862

 
$
319,246

 
$
230,747

 
$
953,855

 
$
259,130

 
$
319,246

 
$
375,479



During the first quarter of 2018, following the U.S. Food and Drug Administration (the “FDA”) approval of Makena for administration via a pre-filled subcutaneous auto-injector (the “Makena auto-injector”), we reclassified the Makena IPR&D as the Makena auto-injector developed technology and placed it into service. Amortization of the Makena auto-injector developed technology is being recognized on a straight-line basis over 8.8 years.

 As of September 30, 2018, the weighted average remaining amortization period for our finite-lived intangible assets was approximately 7.7 years. Total amortization expense for the nine months ended September 30, 2018 and 2017 was $144.7 million and $69.6 million, respectively. Amortization expense is recorded in cost of product sales 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, 2018
 
$
28,860

Year Ending December 31, 2019
 
35,010

Year Ending December 31, 2020
 
26,636

Year Ending December 31, 2021
 
26,488

Year Ending December 31, 2022
 
26,469

Thereafter
 
87,284

Total
 
$
230,747