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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2018
Goodwill and Intangible Assets  
Goodwill and Intangible Assets

Note 6 — Goodwill and Intangible Assets

 

Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. The following table presents the changes in goodwill balances during the years indicated:

 

 

 

 

 

 

 

 

 

 

 

 

    

Gross carrying

    

Accumulated

    

 

 

 

amount

 

impairment

 

Net amount

 

    

(in thousands)

Balance at December 31, 2016

 

$

238,108

 

$

123,200

 

$

114,908

Acquisition

 

 

192,223

 

 

 —

 

 

192,223

Balance at December 31, 2017

 

 

430,331

 

 

123,200

 

 

307,131

Impairment

 

 

 —

 

 

122,829

 

 

(122,829)

Balance at December 31, 2018

 

$

430,331

 

$

246,029

 

$

184,302

 

The Company performs its annual goodwill impairment test at the beginning of the fourth quarter each year. As the Company maintains a single goodwill reporting unit, it determines the fair value of its reporting unit based upon the Company’s adjusted market capitalization. The adjusted market capitalization is calculated by multiplying the average share price of the Company’s common stock for the last ten trading days prior to the measurement date by the number of outstanding common shares and adding a control premium. The control premium is estimated using historical transactions in similar industries. The annual test performed at the beginning of the fourth quarter of fiscal 2017 and 2018 did not result in any potential impairment as the fair value of the reporting unit was determined to exceed the carrying amount of the reporting unit.

 

As a result of a significant decline in the Company’s stock price during the fourth quarter, the Company concluded it was appropriate to perform an interim goodwill impairment test as of the end of the fourth quarter. The fair value of its reporting unit, as calculated using the adjusted market capitalization approach noted above, was determined to be below the carrying value of the reporting unit, and the Company recorded an impairment charge equal to the excess of carrying value over fair value, or $122.8 million, for the year ended December 31, 2018. The impairment charge is included in “Asset impairment” in the Consolidated Statements of Operations. The valuation of goodwill will continue to be subject to changes in the Company’s market capitalization and observable market control premiums. This analysis is sensitive to changes in the Company’s stock price and absent other qualitative factors, the Company may be required to record additional goodwill impairment charges in future periods if the stock price declines and remains depressed for an extended period of time. 

 

The components of purchased intangible assets were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

December 31, 2017

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Accumulated

 

 

 

 

    

Remaining

    

Gross

    

Amortization

    

 

    

Gross

    

Amortization

    

 

 

 

Amortization

 

Carrying

 

and

 

Net

 

Carrying

 

and

 

Net

 

 

Period

 

Amount

 

Impairment

 

Amount

 

Amount

 

Impairment

 

Amount

 

 

(in years)

 

(in thousands)

Technology

 

6.4

 

$

337,218

 

$

290,808

 

$

46,410

 

$

307,588

 

$

133,121

 

$

174,467

Customer relationships

 

10.2

 

 

164,595

 

 

136,126

 

 

28,469

 

 

164,595

 

 

39,336

 

 

125,259

In-process R&D

 

 —

 

 

13,710

 

 

10,530

 

 

3,180

 

 

43,340

 

 

 —

 

 

43,340

Trademarks and tradenames

 

5.4

 

 

30,910

 

 

23,899

 

 

7,011

 

 

30,910

 

 

4,321

 

 

26,589

Other

 

1.3

 

 

3,686

 

 

3,607

 

 

79

 

 

3,686

 

 

3,498

 

 

188

Total

 

7.3

 

$

550,119

 

$

464,970

 

$

85,149

 

$

550,119

 

$

180,276

 

$

369,843

 

Other intangible assets primarily consist of patents, licenses, and backlog.

 

During the second quarter of 2018, the Company lowered its projected results for the Ultratech asset group, which were significantly below the projected results at the time of the acquisition. The reduced projections were based on lower than expected unit volume of certain smartphones, which incorporate advanced packaging methods such as fan-out wafer level packaging (“FOWLP”), and a delay in the adoption of FOWLP advanced packaging by other electronics manufacturers, both of which slowed orders and reduced revenue projections for the Company’s advanced packaging lithography systems. In addition, there has been a delay in the build out of 28nm facilities by companies in China who were expected to purchase the Company’s Laser Spike Anneal systems. Taken together, the reduced projections identified during the second quarter of 2018 required the Company to assess the Ultratech asset group for impairment. As a result of the analysis, which included projected cash flows that required the use of unobservable inputs, the Company recorded non-cash impairment charges of $216.4 million and $35.9 million related to definite-lived intangible assets and in-process research and development assets, respectively, during the second quarter of 2018. The impairment charge is included in “Asset impairment” in the Consolidated Statement of Operations. Subsequently, certain in-process research and development projects were completed and moved to the “Technology” line in the above table.

 

During 2016, the Company decided to reduce future investments in certain technologies and, as a result, recorded a non-cash impairment charge of $54.3 million for the related intangible purchased technology. The impairment charge was based on projected cash flows that required the use of unobservable inputs and was recorded in “Asset impairment” in the Consolidated Statements of Operations.

 

Based on the intangible assets recorded at December 31, 2018, and assuming no subsequent additions to or impairment of the underlying assets, the remaining estimated annual amortization expense, excluding in-process R&D, is expected to be as follows:

 

 

 

 

 

 

 

Amortization

 

    

(in thousands)

2019

 

$

16,820

2020

 

 

15,894

2021

 

 

12,772

2022

 

 

10,438

2023

 

 

8,675

Thereafter

 

 

17,370

Total

 

$

81,969