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Intangible Assets
9 Months Ended
Sep. 30, 2017
Intangible Assets  
Intangible Assets

Note 5.   Intangible Assets

GMP Vision Solutions intangible asset

In January 2007, the Company entered into an agreement (the Original GMP Agreement) with GMP Vision Solutions, Inc. (GMP) to acquire certain in‑process research and development in exchange for periodic royalty payments equal to a single‑digit percentage of revenues received for royalty‑bearing products and periodic royalty payments at a higher royalty rate applied to all amounts received in connection with the grant of licenses or sub-licenses of the related intellectual property.

In November 2013, the Company entered into an amended agreement with GMP in which remaining royalties payable to GMP (the Buyout Agreement) were canceled in exchange for the issuance of $17.5 million in promissory notes payable to GMP and a party related to GMP. The Company concluded that the $17.5 million transaction represented the purchase of an intangible asset. The Company estimated a useful life of five years over which the intangible asset is being amortized to cost of sales in the accompanying statements of operations, which amortization period was determined after consideration of the projected outgoing royalty payment stream had the Buyout Agreement not occurred, and the remaining life of the patents obtained in the Original GMP Agreement. After determining that the pattern of future cash flows associated with this intangible asset could not be reliably estimated with a high level of precision, the Company concluded that the intangible asset will be amortized on a straight‑line basis over the estimated useful life. For each of the three month periods ended September 30, 2017 and 2016, the Company recorded amortization expense of $0.9 million and for each of the nine month periods ended September 30, 2017 and 2016, the Company recorded amortization expense of $2.6 million related to this intangible asset in cost of sales.

Other intangible assets

In 2015, the Company entered into agreements with two international distributors pursuant to which their distribution rights with the Company were terminated effective as of December 31, 2015.  In 2016 and 2017, the Company entered into agreements with two additional international distributors pursuant to which their distribution rights with the Company were terminated effective as of January 1, 2017 and March 31, 2017, respectively.  As part of the agreements, the distributors agreed to provide certain services to, and not compete with, the Company for one to two years in exchange for payments calculated based on single-digit percentages of the Company’s future revenues in those years in the respective countries that had comprised the distributors’ territories.  Management recorded the estimated fair value of the non-compete provisions as intangible assets.  As of September 30, 2017, the gross non-compete intangible assets totaled $0.5 million and are being amortized on a straight-line basis to selling, general and administrative expense over the one to two year periods. For the three month periods ended September 30, 2017 and 2016, the Company recorded amortization expense related to the non-compete provisions of approximately $66,000 and $23,000, respectively, and for the nine month periods ended September 30, 2017 and 2016, the Company recorded amortization expense related to the non-compete provisions of approximately $194,000 and $69,000, respectively.

The following reflects the composition of intangible assets, net (in thousands):

 

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

 

    

2017

    

2016

  

GMP royalty buyout

 

$

17,500

 

$

17,500

 

Non-compete agreements

 

 

524

 

 

243

 

 

 

 

18,024

 

 

17,743

 

Accumulated amortization

 

 

(13,936)

 

 

(11,176)

 

Total

 

$

4,088

 

$

6,567

 

Weighted average amortization period (in months)

 

 

60

 

 

60

 

Estimated amortization expense will be $3.8 million in 2017 and $3.1 million in 2018 related to the above mentioned intangible assets.