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Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2024

Note 10. Goodwill and Intangible Assets

Goodwill

The following table represents the changes in the carrying value of goodwill as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30,		December 31,
	2024		2023
Balance at beginning of period
Goodwill	$	157,972	$	151,117
Accumulated impairment losses		(49,569)		—
Subtotal		108,403		151,117

Activity during the period
Foreign currency adjustment		16		(284)
Goodwill impairment charge		(54,563)		(49,569)
Goodwill related to Tec4med acquisition		—		2,694
Goodwill related to Bluebird Express acquisition		201		4,445

Balance at end of period
Goodwill		158,189		157,972
Accumulated impairment losses		(104,132)		(49,569)
Total	$	54,057	$	108,403

Impairment of Goodwill

Due to a sustained decrease in the Company’s share price in the second quarter of 2024, and a reduction in the projected operating performance of the MVE reporting unit, which management deemed to be triggering events related to goodwill and indefinite-lived intangible assets, we performed an interim impairment assessment of goodwill for the MVE and CRYOPDP reporting units as of June 30, 2024, with the assistance of an independent third party valuation specialist, using management’s updated interim financial and operational plans. Based on our analysis, we concluded that there has been no impairment of the goodwill associated with the CRYOPDP reporting unit as its carrying value did not exceed its estimated fair value. We further concluded that our MVE reporting unit’s carrying value exceeded its estimated fair value, and as a result, we recorded an impairment charge of $54.6 million related to full impairment of the goodwill related to the MVE reporting unit in the consolidated statement of operations for the six months ended June 30, 2024 and nine months ended September 30, 2024.

Our goodwill impairment test was performed using a combination of both an income and a market approach to determine the fair value of the MVE reporting unit. The income approach utilized the estimated discounted cash flows for MVE while the market approach utilized comparable peer group information. Estimates and assumptions used in the income approach included projected cash flows for MVE and a discount rate determined using a weighted average cost of capital for risk factors specific to MVE and other market and industry data. The discount rate selected was 12.5%. The other key estimates and assumptions used in the discounted cash flow method include, but are not limited to, revenue and EBITDA growth rates, and a terminal growth rate. The estimates and assumptions used in our assessment represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value.

Intangible Assets

The following table presents our intangible assets as of September 30, 2024 (in thousands):


									Weighted
							Net		Average
	Gross		Accumulated				Carrying		Amortization
	Amount		Amortization		Impairment		Amount		Period (years)
Non-compete agreement	$	810	$	463	$	—	$	347	4
Technology		53,316		14,602		—		38,714	8
Customer relationships		131,785		37,065		—		94,720	10
Trade name/trademark		947		323		(265)		359	8
Agent network		14,020		11,025		—		2,995	3
Order backlog		2,600		2,600		—		—	—
Land use rights		2,198		215		—		1,983	34
Patents and trademarks		45,762		85		(8,980)		36,697	—
Total	$	251,438	$	66,378	$	(9,245)	$	175,815

The following table presents our intangible assets as of December 31, 2023 (in thousands):


							Weighted
					Net		Average
	Gross		Accumulated		Carrying		Amortization
	Amount		Amortization		Amount		Period (years)
Non-compete agreement	$	810	$	368	$	442	5
Technology		50,376		11,205		39,171	9
Customer relationships		131,578		29,964		101,614	11
Trade name/trademark		938		211		727	10
Agent network		13,761		8,148		5,613	3
Order backlog		2,600		2,600		—	—
Land use rights		2,255		247		2,008	34
Patents and trademarks		44,932		125		44,807	—
Total	$	247,250	$	52,868	$	194,382

Amortization expense for intangible assets for the three and nine months ended September 30, 2024, was $4.3 million and $13.0 million, respectively. Amortization expense for intangible assets for the three and nine months ended September 30, 2023 was $4.0 million and $11.7 million, respectively.

Impairment of Trademarks and Trade Names

As part of our interim impairment assessment as of June 30, 2024 described further above, we recorded a $9.0 million impairment charge related to trademarks for our MVE reporting unit, and a $0.3 million impairment charge related to the write-off of Cell&Co’s trade name that is no longer in use as a result of the Company’s global rebranding initiative.

Expected future amortization of intangible assets as of September 30, 2024 is as follows:


Years Ending December 31,	Amount
Remainder of 2024 (excluding the nine months ended September 30, 2024)	$	3,898
2025		15,124
2026		14,831
2027		14,450
2028		13,406
Thereafter		70,961
	$	132,670