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GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended
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Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract] |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill As a result of the 2013 merger with BioSante Pharmaceuticals, Inc. (“BioSante”), the Company recorded goodwill of $1.8 million. As a result of the acquisition of WellSpring Pharma Services Inc., the Company recorded goodwill of $1.7 million in 2018. From the acquisition of Novitium in 2021, the Company recorded goodwill of $24.6 million. As of December 31, 2023, the Company had two operating segments, which were also deemed the Company's two reporting units, Generics, Established Brands, and Other reporting unit and the Rare Disease reporting unit. All of the goodwill is recorded in the Generics, Established Brands, and Other reporting unit.reporting unit. Goodwill is reviewed for impairment at least annually, at October 31st, or more frequently if a triggering event occurs between impairment testing dates. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of the reporting unit to its respective carrying value, including its goodwill. If it is determined that it is “not likely” that the fair value of the reporting unit is less than its carrying value, then no further testing is required. Based on the qualitative assessments performed by the Company, it was determined that it was more likely than not that the fair value of the Generics, Established Brands, and Other reporting unit was greater than its carrying value as of October 31, 2023, and therefore no impairment charges have been recognized, and no quantitative testing was required. In addition to the qualitative impairment analysis performed at October 31, 2023, there were no events or changes in circumstances that would have reduced the fair value of the reporting unit below its carrying value from October 31, 2023 to December 31, 2023. No impairment loss was recognized during the years ended December 31, 2023, 2022, and 2021, and the balance of goodwill was $28.2 million as of December 31, 2023 and 2022. Intangible Assets The components of net definite-lived intangible assets and net indefinite-lived intangible assets other than goodwill are as follows:
| December 31, 2023 |  | December 31, 2022 | Weighted Average Amortization Period(1)
(in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount |  | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount
Definite-Lived Intangible Assets: |  |  |  |  |  |
Acquired ANDA intangible assets | $ | 209,780 |  | $ | (100,660) |  | $ | 109,120 |  |  | $ | 195,862 |  | $ | (75,606) |  | $ | 120,256 |  | 5.2 years
NDAs and product rights | 244,871 |  | (184,861) |  | 60,010 |  |  | 242,372 |  | (162,188) |  | 80,184 |  | 3.1 years
Marketing and distribution rights | 17,157 |  | (14,271) |  | 2,886 |  |  | 17,157 |  | (13,309) |  | 3,848 |  | 3.0 years
Non-compete agreement | 624 |  | (624) |  | — |  |  | 624 |  | (602) |  | 22 |  | - years
Customer relationships | 24,900 |  | (7,707) |  | 17,193 |  |  | 24,900 |  | (4,150) |  | 20,750 |  | 4.8 years
Total Definite-Lived Intangible Assets | 497,332 |  | (308,123) |  | 189,209 |  |  | 480,915 |  | (255,855) |  | 225,060 |  | 4.5 years
Indefinite-Lived Intangible Assets: |  |  |  |  |  |
In process research and development | 19,800 |  | — |  | 19,800 |  |  | 26,575 |  | — |  | 26,575 |  | Indefinite
Total Intangible Assets, net | $ | 517,132 |  | $ | (308,123) |  | $ | 209,009 |  |  | $ | 507,490 |  | $ | (255,855) |  | $ | 251,635 |  |
(1) Weighted average amortization period as of December 31, 2023. Definite-lived intangible assets arising from business combinations and other asset acquisitions include intangibles such as Abbreviated New Drug Applications (“ANDAs”), New Drug Applications (“NDAs”) and product rights, marketing and distribution rights, customer relationships, and non-compete agreements. Definite-lived intangible assets are amortized over the estimated period during which the asset is expected to contribute directly or indirectly to future cash flows. Definite-lived intangible assets are stated at cost, net of amortization, and generally amortized over their remaining estimated useful lives, ranging from seven to ten years years, based on the straight-line amortization method. In the case of certain NDAs and product rights assets, an accelerated amortization method is used to better match the anticipated economic benefits expected to be provided. Definite-lived intangible assets are tested for impairment annually, or when events or changes in circumstances indicate that these asset might be impaired. Indefinite-lived intangible assets other than goodwill include primarily IPR&D projects. IPR&D intangible assets represent the fair value of technology acquired in a business combination or asset acquisition for which the technology projects are incomplete but have substance or alternative future use. When an IPR&D project is completed (generally upon receipt of regulatory approval), then the IPR&D will be accounted for as a definite-lived intangible asset. During 2023, definite-lived intangibles increased approximately $16.4 million, which includes $6.8 million which was reclassified from indefinite-lived IPR&D to acquired ANDA intangible assets upon completion of projects and launch of related products, and the Company added approximately $9.6 million of intangible assets, comprised of $7.1 million of ANDA intangible assets related to asset acquisitions with Slayback Pharma Limited Liability Company and Akorn Holding Company, $2.0 million in product rights related to the transaction with Alvogen, Inc., and other asset acquisitions. During 2022, approximately $20.3 million was reclassified from indefinite-lived IPR&D to acquired ANDA intangible assets upon completion of projects and launch of related products. The Company added $7.2 million in ANDA intangible assets related to the July 21, 2022 transaction with Oakrum Pharma, LLC (Note 10). These assets will be amortized over a seven-year useful life. Amortization expense for definite-lived intangible assets was $52.3 million, $49.5 million, and $41.8 million for the years ended December 31, 2023, 2022, and 2021, respectively. Refer to Note 10 for more details on acquired definite-lived and indefinite-lived intangible assets. Expected future amortization expense is as follows for the years ending December 31:
(in thousands) |
2024 | $ | 50,364 |
2025 | 47,128 |
2026 | 33,643 |
2027 | 24,677 |
2028 | 17,895 |
2029 and thereafter | 15,502 |
Total | $ | 189,209 |
Expected amortization expense is an estimate. Actual amounts of amortization expense may differ due to timing of regulatory approvals related to IPR&D assets, additional intangible assets acquired, impairment of intangible assets, and other events. Indefinite-lived intangible assets are not amortized, and the Company tests for impairment of indefinite-lived intangible assets and definite-lived intangibles when events or circumstances indicate that the carrying value of the assets may not be recoverable, and the Company performs an asset impairment analysis annually, as of October 31, 2023. The Company performed qualitative assessments to determine whether it was more likely than not that the assets were impaired in order to determine the necessity of performing a quantitative impairment test, under which management would calculate the asset’s fair value. When performing the qualitative assessments, the Company evaluated events and circumstances that would affect the significant inputs used to determine the fair value of the assets. Based on the assessments of the aforementioned factors, it was determined that it was more likely than not that the fair value of assets are greater than their carrying amount as of October 31, 2023, and therefore no quantitative testing for impairment was required. In addition to the qualitative impairment analysis performed at October 31, 2023, there were no events or changes in circumstances that would have reduced the fair value of the indefinite or definite-lived intangible assets below their carrying values from October 31, 2023 to December 31, 2023. No impairment loss was recognized during the year ended December 31, 2023. During the years ended December 31, 2022 and 2021, impairment losses of approximately $0.1 million and $2.4 million, respectively, were recognized in relation to ANDA assets.

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