5.
 Goodwill and Intangible Assets
 
Goodwill is the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. The Company applies ASC
350
Goodwill and Other Intangible Assets
,” which requires testing goodwill for impairment on an annual basis. The Company evaluates goodwill on a consolidated basis as the Company is organized as a single reporting unit. The Company completes its annual impairment test on
October 1
each year, or more frequently if triggering events indicate a possible impairment. The Company considers certain triggering events when evaluating whether an interim goodwill impairment analysis is warranted. Among these would be a significant long-term decrease in the market capitalization of the Company. The Company’s market capitalization was below the carrying value of equity throughout the
third
quarter of
2018
and as a result, management concluded that the carrying value of goodwill
may
not
be recoverable and that a triggering event requiring an interim assessment of goodwill impairment had occurred during the
three
months ended
September 30, 2018.
 
Management performed the goodwill impairment assessment using a market approach to estimate the fair value of the Company using the Company's market capitalization. This fair value was derived by multiplying the Company's shares outstanding by the average daily close prices of the Company's stock during the
third
quarter of
2018.
The carrying value of the Company's net equity exceeded its fair value, and accordingly, the Company recognized a
$4.2
million non-cash impairment charge to goodwill that reduced the carrying value to fair value. During the
fourth
quarter of
2018,
this downward trend of the Company's market capitalization continued, and the Company performed another goodwill impairment assessment using a market approach to estimate the fair value of the Company. This fair value was derived by multiplying the Company's shares outstanding by the average daily close prices of the Company's stock during the
fourth
quarter. The carrying value of the Company's net equity exceeded its fair value, and accordingly, the Company recognized an additional
$2.7
million non-cash impairment charge to goodwill. As a result of these impairment charges, the Company has
no
goodwill remaining on its consolidated balance sheet as of
December 31, 2018.
 
The Company has an indefinite-lived In-Process Research and Development Asset (IPR&D) called RES-
529,
which has a balance of
$8.6
million at both
December 31, 2018
and
December 31, 2017.
RES-
529
is a
PI3K/Akt/mTOR
pathway inhibitor in preclinical development for oncology. There was
no
impairment to the Company’s RES-
529
intangible asset recognized during the years ended
December 31, 2018
or
2017.
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Historical Timeline

Fiscal YearFiled
2018Mar 19, 2019Showing above
2017Apr 2, 2018
2016Mar 31, 2017
2015Mar 25, 2016

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.