Goodwill and Other Intangible Assets

12 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

8. Goodwill and Other Intangible Assets

The carrying amount of goodwill by reportable segment and changes during the year ended June 30, 2022 are as follows:

	BioPharma		Consumer Health		Consolidated
	(In thousands)
Balance as of June 30, 2020	$	19,453	$	8,637	$	28,090
Goodwill acquired		37,712		—		37,712
Balance as of June 30, 2021		57,165		8,637		65,802
Goodwill impairment		(57,165)		(8,637)		(65,802)
Balance as of June 30, 2022	$	—	$	—	$	—

During the year ended June 30, 2022, the Company’s market capitalization significantly declined. The decline was considered a qualitative factor that led management to reassess whether an impairment had occurred. Management’s evaluation indicated that the goodwill related to its reporting units in both the BioPharma and Consumer Health segments were potentially impaired. The Company then performed a quantitative impairment test by calculating the fair value of the reporting unit and compared that amount to its carrying value. Significant assumptions inherent in the valuation methodologies include, but were not limited to prospective financial information, growth rates, terminal value, discount rates and comparable multiples from publicly traded companies in our industry. The decline in market capitalization was an indicator of increased risk thereby increasing the discount rates in the valuation models. The Company determined the fair value of the reporting unit utilizing the discounted cash flow model. Using Utilizing a risk adjusted weighted-average discount rate, the fair value of the reporting units was less than its carrying value. The Company recognized an impairment charge of $57.2 million in the BioPharma segment, associated with the Cerecor and Neos acquisition and a $8.6 million impairment charge in the Consumer Health segment related to the goodwill associated with the Innovus Acquisition.

The following table provides the summary of the Company’s intangible assets as of June 30, 2022 and June 30, 2021, respectively.

	June 30, 2022
									Weighted-
	Gross						Net		Average
	Carrying		Accumulated				Carrying		Remaining
	Amount		Amortization		Impairment		Amount		Life (in years)
	(In thousands)
Definite-lived intangibles:
Acquired product technology right		45,400		(7,667)		(3,224)		34,509	12.33
Acquired technology right		30,200		(2,278)		—		27,922	15.75
Acquired product distribution rights		11,354		(3,581)		(2,172)		5,601	7.60
Other intangible assets		4,666		(3,004)		(1,662)		—	—
		91,620		(16,530)		(7,058)		68,032	13.35
Indefinite-lived intangibles:
Acquired in-process R&D		2,600		—		—		2,600	Indefinite-lived
		2,600		—		—		2,600
Total	$	94,220	$	(16,530)	$	(7,058)	$	70,632	13.35

	June 30, 2021
							Weighted-
	Gross						Average
	Carrying		Accumulated			Net Carrying	Remaining
	Amount		Amortization		Amount		Life (in years)
	(In thousands)
Definite-lived intangibles:
Acquired product technology right		45,400		(4,160)		41,240	12.88
Acquired technology right		30,200		(501)		29,699	16.75
Acquired product distribution rights		11,354		(2,073)		9,281	8.57
Other intangible assets		4,666		(2,022)		2,644	3.05
		91,620		(8,756)		82,864	13.47
Indefinite-lived intangibles:
Acquired in-process R&D		2,600		—		2,600	Indefinite-lived
		2,600		—		2,600
Total	$	94,220	$	(8,756)	$	85,464	13.47

The following table summarizes the estimated future amortization expense to be recognized over the next five years and periods thereafter:

	June 30,
	(In thousands)
2023	$	6,086
2024		6,074
2025		5,934
2026		5,683
2027		5,653
Thereafter		38,602
Total future amortization expense	$	68,032

Product Technology Rights

The acquired Product technology rights are related to the rights to production, supply and distribution agreements of various products pursuant to the acquisitions of Pediatric Portfolio in November 2019 and the Neos Acquisition in March 2021.

Karbinal® ER. The Company acquired and assumed all rights and obligations pursuant to the Supply and Distribution Agreement, as Amended, with Tris for the exclusive rights to commercialize Karbinal® ER in the United States (the “Tris Karbinal Agreement”). The Tris Karbinal Agreement’s initial term terminates in August of 2033, with an optional initial 20-year extension.

Poly-Vi-Flor and Tri-Vi-Flor. The Company acquired and assumed all rights and obligations pursuant to a Supply and License Agreement and various assignment and release agreements, including a previously agreed to Settlement and License Agreements (the “Poly-Tri Agreements”) for the exclusive rights to commercialize Poly-Vi-Flor and Tri-Vi-Flor in the United States.

ADHD Portfolio. As part of the Neos Acquisition, the Company acquired developed product technology for the production and sale of Adzenys XR-ODT and Cotempla XR-ODT. The formulations for the ADHD products are protected by patented technology. The estimated economic life of these proprietary technologies is 17 years.

Developed Technology Right

TRRP Technology. As part of the Neos Acquisition, the Company acquired Time Release Resin Particle (“TRRP”) proprietary technology, which is a proprietary drug delivery technology protected by the Company as a trade secret that allows the Company to modify the drug release characteristics of each of its respective products. The TRRP technology underlines each of Neos’ core products and can potentially be used in future product development initiatives as well.

Product distribution rights and customer list

In connection with the Innovus Acquisition, the Company obtained 35 products with a combination of over 300 registered trademarks and/or patent rights and customer lists. As of June 30, 2022, the customer list intangible asset was fully amortized.

In-Process R&D

IPR&D – NT0502. As part of the Neos Acquisition, the Company acquired in-process research and development associated with NT0502, a new chemical entity that is for the treatment of sialorrhea, which is excessive salivation or drooling. As this is an indefinite-lived intangible asset, this acquired assets remains indefinite-lived assets until the completion or abandonment of the associated research and development efforts. If a product using this technology is eventually approved for commercial sale, at that time, the IPR&D will begin amortizing on a straight-line over the life of the product.

Other intangible assets

Other intangible assets consist of customer lists, trade names and other technology and licenses.

Certain of the Company’s amortizable intangible assets include renewal options, extending the expected life of the asset. The renewal periods range between approximately 1 to 20 years depending on the license, patent or other agreement. Renewals are accounted for when they are reasonably assured. Intangible assets are amortized using the straight-line method over the estimated useful lives. Amortization expense of intangible assets was $7.8 million and $7.1 million during the years ended June 30, 2022 and 2021, respectively.

During the year ended June 30, 2022, in connection with the decision to discontinue commercializing or divesting certain products within the BioPharma segment that have minimal revenue and gross margin contribution, the Company recorded $4.9 million impairment expense for the write-down of intangible assets consisting of (i) $2.6 million for AcipHex, (ii) $1.4 million for ZolpiMist, (iii) $0.5 million for Tussionex, (iv) $0.2 million for Cefaclor and (v) $0.2 million for the Neos tradename. Additionally, the Company’s Consumer Health segment recorded an impairment of $2.2 million related to products no longer being marketed and products that have been underperforming.

During the year ended June 31, 2021, the Company recorded $12.8 impairment expense in the BioPharma segment consisting of (1) $4.3 million in connection with the divestiture of Natesto and (2) $8.5 million for write-down of Tuzistra licensed asset.