Theriva Biologics, Inc. Goodwill & Intangibles Disclosure
4. Goodwill and Intangibles
The following table provides the Company’s Goodwill as of December 31, 2024.
| Goodwill (in thousands) | ||
Balance at December 31, 2023 | $ | 5,700 | |
Goodwill impairment |
| (5,594) | |
Effects of exchange rates |
| (106) | |
Balance at September December 31, 2024 | $ | — | |
The following table provides the Company’s in-process R&D as of December 31, 2024.
In-process | |||
| R&D (in thousands) | ||
Balance at December 31, 2023 | $ | 19,755 | |
In-process R&D impairment |
| (1,325) | |
Effects of exchange rates |
| (1,072) | |
Balance at December 31, 2024 | $ | 17,358 | |
During the quarters ended June 30, 2024 and September 30, 2024, the Company experienced a sustained decline in the quoted market price of the Company’s Common Stock and the Company deemed this to be a triggering event for impairment. The Company performed an interim impairment analysis using both the replacement cost method and the “Income approach” that requires significant judgments, including primarily the estimation of future development costs, the probability of success in various phases of its development programs, potential post-launch cash flows and a risk-adjusted weighted average cost of capital.
4. Goodwill and Intangibles – (continued)
For the quarter ended June 30, 2024, the Company concluded that goodwill with a carrying value of $5.6 million was written down to its estimated fair value of $1.5 million and an impairment charge of $4.1 million was recorded during the quarter ended June 30, 2024. For the quarter ended September 30, 2024 the Company concluded that goodwill with a carrying value of $1.5 million was impaired and was written down to its estimated fair value of zero and an impairment charge of $1.5 million was recorded. This interim analysis satisfied the requirements of the annual impairment test as the same information would be required for both measurement dates. There were no impairment charges recorded for the year ended December 31, 2023.
For the quarter ended June 30, 2024 the Company concluded that the IPR&D was not impaired however, for the quarter ended September 30, 2024, the Company concluded that the in-process R&D with a carrying value of $19.8 million was impaired and was written down to its estimated fair value of $18.6 million and an impairment charge of $1.3 million was recorded. This interim analysis satisfied the requirements of the annual impairment test as the same information would be required for both measurement dates. There were no impairment charges recorded for the year ended December 31, 2023.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Mar 6, 2025 | Showing above |
| 2023 | Mar 25, 2024 | |
| 2022 | Mar 30, 2023 | |
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.