XML 28 R16.htm IDEA: XBRL DOCUMENT v3.19.1
Goodwill, In-Process Research and Development and Intellectual Property
3 Months Ended
Mar. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill, In-Process Research and Development and Intellectual Property

10.

Goodwill, In-Process Research and Development and Intellectual Property

Goodwill

Goodwill of $93.8 million was recorded in connection with the Merger, as described in Note 1, goodwill of $38.3 million was recorded in connection with the Senhance Acquisition, as described in Note 3, and goodwill of $9.6 million was recorded in connection with the MST Acquisition, as described in Note 3. The carrying value of goodwill and the change in the balance for the three months ended March 31, 2019 is as follows:

 

 

 

Goodwill

 

 

 

(In thousands)

 

 

 

(unaudited)

 

Balance at December 31, 2018

 

$

80,131

 

Foreign currency translation impact

 

 

(622

)

Balance at March 31, 2019

 

$

79,509

 

 

Accumulated impairment of goodwill as of March 31, 2019 and December 31, 2018 was $61.8 million.

 

No impairment was recorded as of March 31, 2019 and December 31, 2018. No impairment was recorded during the three months ended March 31, 2019 or 2018.

In-Process Research and Development

As described in Note 3, on October 31, 2018, the Company acquired the assets from MST and recorded $10.6 million of IPR&D. The estimated fair value of the IPR&D was determined using a probability-weighted income approach, which discounts expected future cash flows to present value. The projected cash flows were based on certain key assumptions, including estimates of future revenue and expenses, taking into account the stage of development of the technology at the acquisition date and the time and resources needed to complete development. The Company used a discount rate of 15% and cash flows that have been probability adjusted to reflect the risks of product integration, which the Company believes are appropriate and representative of market participant assumptions.

On October 13, 2017, upon receipt of regulatory clearance to commercialize the products associated with the IPR&D assets in the United States, the assets were deemed definite-lived, transferred to developed technology and are amortized based on their estimated useful lives.

The carrying value of the Company’s IPR&D assets and the change in the balance for the three months ended March 31, 2019 is as follows:

 

 

 

In-Process

Research and

Development

 

 

 

(In thousands)

 

 

 

(unaudited)

 

Balance at December 31, 2018

 

$

10,747

 

Foreign currency translation impact

 

 

(220

)

Balance at March 31, 2019

 

$

10,527

 

 

Intellectual Property

As described in Note 3, on September 21, 2015, the Company acquired all of the developed technology related to the Senhance System and recorded $48.5 million of intellectual property. The estimated fair value of the intellectual property was determined using a probability-weighted income approach, which discounts expected future cash flows to present value. The projected cash flows were based on certain key assumptions, including estimates of future revenue and expenses, taking into account the stage of development of the technology at the acquisition date and the time and resources needed to complete development. The Company used a discount rate of 45% and cash flows that have been probability adjusted to reflect the risks of product commercialization, which the Company believes are appropriate and representative of market participant assumptions.

As described in Note 3, on September 21, 2015, the Company acquired all of the assets related to the Senhance System and recorded $17.1 million of IPR&D. The estimated fair value of the IPR&D was determined using a probability-weighted income approach, which discounts expected future cash flows to present value. The projected cash flows were based on certain key assumptions, including estimates of future revenue and expenses, taking into account the stage of development of the technology at the acquisition date and the time and resources needed to complete development. The Company used a discount rate of 45% and cash flows that have been probability adjusted to reflect the risks of product commercialization, which the Company believes are appropriate and representative of market participant assumptions. On October 13, 2017, upon regulatory approval and the ability to commercialize the products associated with the IPR&D assets, the assets were deemed definite-lived, reclassified to intellectual property and are now being amortized based on their estimated useful lives.

In November 2016, the Company agreed to enter into a technology and patents purchase agreement with Sofar to acquire from Sofar certain technology and intellectual property rights related to the Senhance Acquisition, and formerly licensed by the Company.  The technology and patents were acquired in 2017 at an acquisition price of $0.4 million.

 

The components of gross intellectual property, accumulated amortization, and net intellectual property as of March 31, 2019 and December 31, 2018 are as follows:

 

 

 

March 31, 2019

 

 

 

December 31, 2018

 

 

 

(In thousands)

 

 

 

(In thousands)

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Foreign

currency

translation

impact

 

 

Net

Carrying

Amount

 

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Foreign

currency

translation

impact

 

 

 

Net

Carrying

Amount

 

Developed technology

 

$

66,413

 

 

$

(33,151

)

 

$

2,720

 

 

$

35,982

 

 

 

$

66,413

 

 

$

(30,550

)

 

$

3,495

 

 

 

$

39,358

 

Technology and patents purchased

 

 

400

 

 

 

(82

)

 

 

22

 

 

$

340

 

 

 

 

400

 

 

 

(72

)

 

 

30

 

 

 

 

358

 

Total intellectual property

 

$

66,813

 

 

$

(33,233

)

 

$

2,742

 

 

$

36,322

 

 

 

$

66,813

 

 

$

(30,622

)

 

$

3,525

 

 

 

$

39,716

 

 

The weighted average remaining useful life of the developed technology and technology and patents purchased was 3.5 years and 8.1 years, respectively as of March 31, 2019.  The weighted average remaining useful life of the developed technology and technology and patents purchased was 3.8 years and 8.3 years, respectively as of December 31, 2018.