Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

The changes in the net carrying amount of goodwill for the years ended December 31, are as follows:



	2017		2016
Balance as of January 1,	$	397,664	$	260,651

Goodwill resulting from business acquisitions	2,209		136,687

Foreign currency translation	2,081		326

Balance as of December 31,	$	401,954	$	397,664

During 2017, we entered into a business acquisition for which we recorded $2.2 million to goodwill. During 2016, the Company acquired SurgiQuest, Inc. (SurgiQuest) as further described in Note 2. Goodwill resulting from the acquisition amounted to $136.7 million and acquired amortizing intangible assets including customer and distributor relationships, developed technology and trademarks and tradenames amounted to $130.8 million.

Total accumulated goodwill impairment losses aggregated $106,991 at December 31, 2017 and 2016, respectively.

Other intangible assets consist of the following:



	December 31, 2017						December 31, 2016
	Weighted Average Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets:

Customer and distributor relationships	29	$	214,685	$	(86,137	)	$	213,259	$	(75,164	)

Promotional, marketing and distribution rights	25	149,376		(36,000		)	149,376		(30,000		)

Patents and other intangible assets	14	69,668		(42,127		)	67,509		(40,335		)

Developed technology	17	62,283		(3,352		)	49,600		(1,240		)

Unamortized intangible assets:

Trademarks and tradenames		86,544		—			86,544		—

	25	$	582,556	$	(167,616	)	$	566,288	$	(146,739	)

On January 3, 2012, the Company entered into the JDDA with MTF to obtain MTF's worldwide promotion rights with respect to allograft tissues within the field of sports medicine and related products. The initial consideration from the Company included a $63.0 million up-front payment for the rights and certain assets, with an additional $84.0 million contingently payable over a four year period depending on MTF meeting supply targets for tissue. On January 6, 2016 and January 5, 2015, we paid the final two $16.7 million additional consideration installments.

Amortization expense related to intangible assets which are subject to amortization totaled $21.3 million, $20.0 million and $12.6 million for the years ending December 31, 2017, 2016 and 2015, respectively, and is included as a reduction of revenue (for amortization related to our promotional, marketing and distribution rights) and in selling and administrative expense (for all other intangible assets) in the consolidated statements of comprehensive income. Included in developed technology is $12.7 million acquired during the third quarter of 2017 with a weighted average useful life of 15 years. Included in patents and other intangible assets at December 31, 2017 is an in-process research and development asset that is not currently amortized.

The estimated amortization expense related to intangible assets at December 31, 2017 and for each of the five succeeding years is as follows:



	Amortization included in expense	Amortization recorded as a reduction of revenue	Total
2018	17,117	6,000	$	23,117
2019	16,825	6,000	$	22,825
2020	16,838	6,000	$	22,838
2021	15,730	6,000	$	21,730
2022	14,413	6,000	$	20,413

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details