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Intangible Assets and Goodwill
6 Months Ended
Jun. 30, 2020
Intangible Assets and Goodwill  
Intangible Assets and Goodwill

Note 7.   Intangible Assets and Goodwill

Avedro intangible assets

As part of the Avedro Merger on November 21, 2019, the Company acquired identifiable intangible assets for (1) developed technology related to Photrexa, a bio-activated pharmaceutical therapy for the corneal cross-linking treatment of keratoconus, which will be amortized to cost of sales over a weighted-average estimated useful life of approximately 11 years, and (2) customer relationships, which will be amortized to selling, general and administrative expense over an estimated useful life of five years. The Company also acquired IPR&D related to other applications of Avedro’s corneal remodeling platform, which will not be amortized until technological feasibility is met, but will be assessed for impairment annually, or more frequently if indicators of impairment become present.

The fair value of developed technology and IPR&D assets were determined using an excess earnings methodology. Significant assumptions used in the valuation include: (i) the period in which material net cash inflows are expected to commence, which was estimated to be 2021 for developed technology and 2023 for IPR&D assets, and (ii) the risk-adjusted discount rate of 11% for developed technology and 13% for IPR&D assets.

For the three months ended June 30, 2020, amortization expense related to the above finite-lived intangible assets was approximately $5.5 million and $0.7 million, recorded in cost of sales and selling, general and administrative expenses, respectively, in the condensed consolidated statement of operations. For the six months ended June 30, 2020, amortization expense related to the above finite-lived intangible assets was approximately $11.0 million and $1.4 million, recorded in cost of sales and selling, general and administrative expenses, respectively, in the condensed consolidated statement of operations. There was no amortization expense related to these intangible assets during the three and six months ended June 30, 2019.

The Company evaluated its indefinite-lived intangible assets for impairment in connection with the COVID-19 pandemic utilizing the methodology pursuant to the adoption of ASU 2017-04 and concluded these intangible assets were not impaired as of June 30, 2020.

Goodwill

As a result of the Avedro Merger, $66.1 million in goodwill was recorded as of December 31, 2019. For additional details, refer to Note 6, Business Combinations. The annual assessment of goodwill by reporting unit is performed annually or more frequently if events or circumstances indicate the carrying value may no longer be recoverable and that an impairment loss may have occurred. The first annual assessment of goodwill by reporting unit will be performed in the fourth quarter of the year ending December 31, 2020.  The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and its impact on the Company’s reporting unit. Based on interim assessments, the Company did not identify any “triggering” events, as described in ASC 350-20, which would indicate an impairment of goodwill is more likely than not as of June 30, 2020.

The following table presents the composition of our intangible assets and goodwill (in thousands):

Estimated

As of June 30, 2020

As of December 31, 2019

Useful

Gross

Gross

Life

Carrying

Accumulated

Net

Carrying

Accumulated

Net

    

(in years)

    

Amount

    

Amortization

    

Amount

    

Amount

    

Amortization

    

Amount

Developed technology

11.4

$

252,200

  

(13,347)

  

238,853

  

252,200

  

(2,301)

  

249,899

Customer relationships

5.0

14,100

(1,704)

12,396

14,100

(294)

13,806

Intangible assets subject to amortization

266,300

(15,051)

251,249

266,300

(2,595)

263,705

In-process research and development

Indefinite

$

118,900

118,900

118,900

118,900

Goodwill

Indefinite

$

66,134

66,134

66,134

66,134

Total

$

451,334

$

(15,051)

$

436,283

$

451,334

$

(2,595)

$

448,739

As of June 30, 2020, expected amortization expense for unamortized finite-lived intangible assets for the next five years and thereafter is as follows (in thousands):

    

Amortization Expense

Remainder of 2020

$

12,456

2021

24,912

2022

24,912

2023

24,912

2024

24,619

Thereafter

139,438

Total amortization

$

251,249

Actual amortization expense to be reported in future periods could differ from these estimates as a result of asset impairments, acquisitions, or other facts and circumstances.