PTC THERAPEUTICS, INC. Goodwill & Intangibles Disclosure
17. Intangible assets and goodwill
Definite-lived intangibles
Definite lived intangible assets consisted of the following at December 31, 2025 and 2024:
Ending Balance at | Foreign | Ending Balance at | ||||||||||
Definite-lived | December 31, | currency | December 31, | |||||||||
intangible assets, gross | | 2024 | | Additions | | translation | 2025 | |||||
Waylivra | 12,397 | 4,432 | 1,769 | 18,598 | ||||||||
Tegsedi | 18,249 | 4,132 | 2,444 | 24,825 | ||||||||
Kebilidi | 10,731 | — | — | 10,731 | ||||||||
Upstaza | 106,937 | — | — | 106,937 | ||||||||
Sephience | — | 283,500 | — | 283,500 | ||||||||
Total definite-lived intangibles, gross | $ | 148,314 | $ | 292,064 | $ | 4,213 | $ | 444,591 |
Ending Balance at | Foreign | Ending Balance at | ||||||||||
Definite-lived | December 31, | currency | December 31, | |||||||||
intangible assets, accumulated amortization | | 2024 | | Amortization | | translation | | 2025 | ||||
Waylivra | (5,273) | (2,666) | (750) | (8,689) | ||||||||
Tegsedi | (5,609) | (3,860) | (826) | (10,295) | ||||||||
Kebilidi | (112) | (894) | — | (1,006) | ||||||||
Upstaza | (18,526) | (8,911) | — | (27,437) | ||||||||
Sephience | — | (8,411) | — | (8,411) | ||||||||
Total definite-lived intangibles, accumulated amortization | $ | (29,520) | $ | (24,742) | $ | (1,576) | $ | (55,838) | ||||
Total definite-lived intangibles, net | $ | 388,753 |
Akcea is also entitled to receive royalty payments subject to certain terms set forth in the Tegsedi-Waylivra Agreement related to sales of Waylivra and Tegsedi. In accordance with the guidance for an asset acquisition, the Company records royalty payments when they become payable to Akcea and increase the cost basis for the Waylivra and Tegsedi intangible assets, respectively. For the year ended December 31, 2025, royalties of $4.1 million and $4.4 million for Tegsedi and Waylivra, respectively, were recorded on the consolidated balance sheet within intangible assets, net. As of December 31, 2025, a royalty payable of $0.4 million and $0.1 million for Tegsedi and Waylivra, respectively, was recorded on the consolidated balance sheet within accounts payable and accrued expenses.
Pursuant to the Rights Satisfaction Agreement, in August 2025, upfront cash consideration of $225.1 million was paid to the former Censa securityholders. The upfront cash consideration was recorded as an intangible asset and is being amortized to cost of product sales over its expected useful life on a straight-line basis. Pursuant to the Censa Merger Agreement, in June 2025, a $25.0 million milestone payment from the Company to the former Censa securityholders was triggered when the EC granted marketing authorization to Sephience for the treatment of children and adults living with PKU. Pursuant to the Censa Merger Agreement, in July 2025, a $32.5 million milestone payment from the Company to the former Censa securityholders was triggered when the FDA approved Sephience for the treatment of children and adults
living with PKU. These milestones were recorded as intangible assets and are being amortized to cost of product sales over their expected useful lives on a straight-line basis.
The former Censa securityholders may also be entitled to receive other contingent payments subject to certain terms set forth in the Censa Merger Agreement related to sales of Sephience. In accordance with the guidance for an asset acquisition, the Company will record such payments when they become payable to the former Censa securityholders and increase the cost basis for the Sephience intangible asset. For the year ended December 31, 2025, royalties of $0.9 million for Sephience was recorded on the consolidated balance sheet within intangible assets, net. As of December 31, 2025, a royalty payable of $0.9 million for Sephience was recorded on the consolidated balance sheet within accounts payable and accrued expenses.
For the years ended December 31, 2025, 2024 and 2023, the Company recognized amortization expense of $24.7 million, $60.7 million, and $222.6 million respectively, related to its intangible assets.
The estimated future amortization of the Company’s intangible assets is expected to be as follows:
| As of December 31, 2025 | ||
2026 | $ | 45,444 | |
2027 |
| 45,444 | |
2028 |
| 45,444 | |
2029 |
| 40,555 | |
2030 and thereafter |
| 211,866 | |
Total | $ | 388,753 | |
Effective December 31, 2025, the Company changed its estimate for Upstaza and Kebilidi useful lives, primarily due to the decrease in lease term for MassBio, its commercial manufacturer for these products. The resulting change in future amortization is reflected in the table above. The weighted average remaining amortization period of the definite-lived intangibles as of December 31, 2025 is 11.0 years.
Indefinite-lived intangibles
In May 2023, as part of the Company’s strategic portfolio prioritization, the Company decided to discontinue its preclinical and early research programs in its gene therapy platform, which included programs for Friedreich ataxia and Angelman syndrome. As a result, the Company determined that its Friedreich ataxia and Angelman syndrome indefinite lived intangible assets were fully impaired and recorded impairment expense of $217.8 million which is recorded as intangible asset impairment in the statement of operations for the year ended December 31, 2023.
The Company also recorded intangible asset impairment for its PTC-AADC indefinite lived intangible asset of $159.5 million for the year ended December 31, 2024. The impairment was related to a decrease in projected cash flows due to refinements in current market assumptions and the timing of patient treatments. To calculate the impairment amount, the Company utilized a discounted cash flow model under the income method, which primarily utilized Level 3 fair value inputs. The discount rate utilized in the discounted cash flow model was 15%, and the probability of success was 100% as the Company received regulatory approval in Brazil and the United States. There are no remaining indefinite lived intangible assets on the consolidated balance sheets as of December 31, 2024 and 2025.
Goodwill
As a result of the Agilis Merger on August 23, 2018, the Company recorded $82.3 million of goodwill. There have been no changes to the balance of goodwill since the date of the Agilis Merger. Accordingly, the goodwill balance as of December 31, 2025 and 2024 was $82.3 million. The Company performed an annual impairment test for goodwill as of October 1, 2025. The Company’s single reporting unit had a negative carrying value and thus the Company determined there was no impairment of goodwill.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.