XML 25 R15.htm IDEA: XBRL DOCUMENT v3.21.2
Goodwill and Intangible Assets
9 Months Ended
Sep. 30, 2021
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

7. Goodwill and Intangible Assets

Goodwill

The gross carrying amount and net book value of goodwill was $18.5 million at September 30, 2021, all of which resulted from the Merger. During the second quarter of 2021, we identified and recorded measurement period adjustments for taxes related to the merger, which reduced goodwill by $3.9 million from the preliminary purchase price allocation and reduced our deferred tax liabilities by $0.8 million and reduced the CVR liability by $3.1 million. The measurement period adjustments were the result of additional analysis performed and information identified during the second quarter of 2021 based on facts and circumstances that existed as of the merger date. As of September 30, 2021, the preliminary purchase price allocation for the merger with Aduro is subject to change as we use the measurement period, not to exceed one-year, to adequately analyze all the factors used in establishing the asset and liability fair values as of the merger date.

We test goodwill for impairment on an annual basis or more frequently if an impairment indicator exists. To determine if an impairment has occurred, we perform a quantitative test in which the fair value of a single reporting unit is compared to its carrying value. If the carrying value of the reporting unit exceeds the fair value of the reporting unit, we record an impairment loss equal to that difference.

Intangible assets

The gross carrying amounts and net book value of intangible assets were as follows (in thousands):

 

 

 

September 30, 2021

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Book

Value

 

Intangible assets with finite lives:

 

 

 

 

 

 

 

 

 

 

 

 

Acquired license agreement

 

$

26,685

 

 

$

1,575

 

 

$

25,110

 

In-place lease

 

 

1,433

 

 

 

111

 

 

 

1,322

 

Total intangible assets with finite lives

 

 

28,118

 

 

 

1,686

 

 

 

26,432

 

Acquired in-process research and development assets ("IPR&D")

 

 

36,550

 

 

 

 

 

 

36,550

 

Total intangible and acquired IPR&D assets

 

$

64,668

 

 

$

1,686

 

 

$

62,982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Book

Value

 

Intangible assets with finite lives:

 

 

 

 

 

 

 

 

 

 

 

 

Acquired license agreement

 

$

26,685

 

 

$

398

 

 

$

26,287

 

In-place lease

 

 

1,433

 

 

 

24

 

 

 

1,409

 

Total intangible assets with finite lives

 

 

28,118

 

 

 

422

 

 

 

27,696

 

Acquired IPR&D assets

 

 

39,295

 

 

 

 

 

 

39,295

 

Total intangible and acquired IPR&D assets

 

$

67,413

 

 

$

422

 

 

$

66,991

 

 

Intangible assets are carried at cost less accumulated amortization and impairment. Amortization is over a period of 9 to 17 years, with an original weighted average period of 16.7 years, and the amortization expense is recorded in operating expenses. We test our Acquired IPR&D assets for impairment on an annual basis, or more frequently if an impairment indicator exists.

Acquired IPR&D decreased by $2.7 million from the sale of certain of our non-renal assets in exchange for stock during the nine months ended September 30, 2021. Refer to Note 15, “Equity Method Investment,” for more information.

Amortization expense was $0.4 million and $0 for the three months ended September 30, 2021 and 2020, respectively, and was $1.3 million and $0 for the nine months ended September 30, 2021 and 2020, respectively. Based on finite-lived intangible assets recorded as of September 30, 2021, the estimated future amortization expense for the next five years is as follows (in thousands):

 

Year Ending December 31,

 

Estimated

Amortization

Expense

 

2021 (remaining three months)

 

$

423

 

2022

 

 

1,722

 

2023

 

 

1,733

 

2024

 

 

1,733

 

2025

 

 

1,733

 

Thereafter

 

 

19,088