Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2018

Goodwill And Intangible Assets Disclosure [Abstract]

6. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill is recorded when the purchase price of an acquisition exceeds the fair value of the net tangible and identified intangible assets acquired. The Company reported $12.0 million of goodwill on the condensed consolidated balance sheet recorded in the Post-Transplant reporting unit as of March 31, 2018 and December 31, 2017.

Goodwill is tested annually for impairment at the reporting unit level during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances. On January 1, 2017, the Company adopted ASU 2017-04, which eliminated the Step 2 requirement of the goodwill impairment test. Instead, the goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. The Company determined that the decrease in its market capitalization in the first quarter of 2017 constituted an indicator of impairment and therefore a goodwill impairment test was completed as of March 31, 2017. The goodwill impairment test determined that the fair value of the Pre-Transplant reporting unit was $3.5 million, which was lower than its carrying value. Accordingly, the Company recorded a goodwill impairment charge of $2.0 million as of March 31, 2017, which represented the remaining goodwill balance in the Pre-Transplant reporting unit. The significant assumptions utilized in the March 31, 2017 discounted cash flow analysis for the Pre-Transplant reporting unit were a discount rate of 16.6%, a terminal growth rate of 3.2% and a capitalization multiple of 7.48.

There were no indicators of impairment in the three months ended March 31, 2018.

Intangible Assets

The following tables present details of the Company’s intangible assets as of March 31, 2018 (in thousands):

	March 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation			Net Carrying Amount		Remaining Useful Life (In Years)

Customer relationships: Allenex	$	12,650	$	(1,609	)	$	(411	)	$	10,630		12.8
Customer relationships: Conexio		28		(4	)		—			24		7.8
Developed technology: Olerup SSP		11,650		(2,244	)		(392	)		9,014		7.8
Acquired technology: Olerup QTYPE		4,510		(454	)		(143	)		3,913		12.8
Acquired technology: Olerup SBT		127		(18	)		3			112		7.8
Acquired technology: dd-cfDNA		6,650		(253	)		—			6,397		12.6
Trademarks		2,260		(348	)		(13	)		1,899		12.8
Total intangible assets	$	37,875	$	(4,930	)	$	(956	)	$	31,989

The following tables present details of the Company’s intangible assets as of December 31, 2017 (in thousands):

	December 31, 2017
	Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation			Net Carrying Amount		Remaining Useful Life (In Years)

Customer relationships: Allenex	$	12,650	$	(1,394	)	$	(250	)	$	11,006		13.0
Customer relationships: Conexio		28		(3	)		1			26		8.1
Developed technology: Olerup SSP		11,650		(1,942	)		(258	)		9,450		8.0
Acquired technology: Olerup QTYPE		4,510		(376	)		(84	)		4,050		13.0
Acquired technology: Olerup SBT		127		(14	)		5			118		8.1
Acquired technology: dd-cfDNA		6,650		(127	)		—			6,523		12.9
Trademarks		2,260		(310	)		16			1,966		13.0
Total intangible assets	$	37,875	$	(4,166	)	$	(570	)	$	33,139

Amortization expense was $0.6 million and $0.6 million for the three months ended March 31, 2018 and 2017, respectively. For the three months ended March 31, 2018, expenses of $0.4 million and $0.2 million were amortized to cost of product and sales and marketing expense, respectively. For the three months ended March 31, 2017, expenses of $0.4 million and $0.2 million were amortized to cost of product and sales and marketing expense, respectively.

The following table summarizes the Company’s estimated future amortization expense of intangible assets as of March 31, 2018 (in thousands):

Years Ending December 31,	Cost of Product		Sales and Marketing		Total
Remainder of 2018	$	1,495	$	739	$	2,234
2019		1,993		986		2,979
2020		1,993		986		2,979
2021		1,993		986		2,979
2022		1,993		986		2,979
2023		1,993		986		2,979
Thereafter		7,975		6,885		14,860
Total future amortization expense	$	19,435	$	12,554	$	31,989

- 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.

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