Note 5 - Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2018

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

5.

 Goodwill and Intangible Assets

Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. The Company applies ASC

350

“

Goodwill and Other Intangible Assets

,” which requires testing goodwill for impairment on an annual basis. The Company evaluates goodwill on a consolidated basis as the Company is organized as a single reporting unit. The Company completes its annual impairment test on

October 1

each year, or more frequently if triggering events indicate a possible impairment. The Company considers certain triggering events when evaluating whether an interim goodwill impairment analysis is warranted. Among these would be a significant long-term decrease in the market capitalization of the Company. The Company’s market capitalization was below the carrying value of equity throughout the

third

quarter of

2018

and as a result, management concluded that the carrying value of goodwill

may

not

be recoverable and that a triggering event requiring an interim assessment of goodwill impairment had occurred during the

three

months ended

September 30, 2018.

Management performed the goodwill impairment assessment using a market approach to estimate the fair value of the Company using the Company's market capitalization. This fair value was derived by multiplying the Company's shares outstanding by the average daily close prices of the Company's stock during the

third

quarter of

2018.

The carrying value of the Company's net equity exceeded its fair value, and accordingly, the Company recognized a

$4.2

million non-cash impairment charge to goodwill that reduced the carrying value to fair value. During the

fourth

quarter of

2018,

this downward trend of the Company's market capitalization continued, and the Company performed another goodwill impairment assessment using a market approach to estimate the fair value of the Company. This fair value was derived by multiplying the Company's shares outstanding by the average daily close prices of the Company's stock during the

fourth

quarter. The carrying value of the Company's net equity exceeded its fair value, and accordingly, the Company recognized an additional

$2.7

million non-cash impairment charge to goodwill. As a result of these impairment charges, the Company has

no

goodwill remaining on its consolidated balance sheet as of

December 31, 2018.

The Company has an indefinite-lived In-Process Research and Development Asset (IPR&D) called RES-

529,

which has a balance of

$8.6

million at both

December 31, 2018

and

December 31, 2017.

RES-

529

is a

PI3K/Akt/mTOR

pathway inhibitor in preclinical development for oncology. There was

no

impairment to the Company’s RES-

529

intangible asset recognized during the years ended

December 31, 2018

or

2017.