BIOLASE, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Intangible Assets and Goodwill

Intangible Assets and Goodwill	9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets And Goodwill	NOTE 7—INTANGIBLE ASSETS AND GOODWILL The Company conducted its annual impairment test of goodwill as of September 30, 2024 and determined that there was no impairment. The Company filed the Bankruptcy Petitions on October 1, 2024, and signed the Asset Purchase Agreement on September 30, 2024. The Asset Purchase Agreement was in the amount of $14.0 million which was in excess of the Company’s carrying value, indicating no impairment to its Goodwill. On November 4, 2024, the Company commenced the auction for the sale of the Transferred Assets and received a winning bid of $20.50 million in cash from MegaGen with a back-up bid of $19.95 million from Sonendo. The Company also tests its intangible assets and goodwill between the annual impairment tests if events occur or circumstances change that would more likely than not reduce the fair value of the Company or its assets below their carrying amounts. For intangible assets subject to amortization, the Company performs its impairment test when indicators, such as reductions in demand or significant economic slowdowns, are present. During the fourth quarter ended December 31, 2023, due to the sustained decrease in the stock price of the common stock decreasing the implied fair value of the business, the Company performed a quantitative assessment of impairment over goodwill and determined that there was no impairment to the Company's goodwill. Goodwill was valued using an equally weighted income approach and market approach. The unobservable inputs utilized in determining the fair value of the goodwill, which is categorized as a Level 3 instrument, are the discount rate of 19.1% and various revenue growth rates utilized in the financial forecast of future cash flows. As of September 30, 2024 and December 31, 2023, the Company had goodwill (indefinite life) of $2.9 million. As of September 30, 2024 and December 31, 2023, all intangible assets subject to amortization have been fully amortized and there was no amortization expense recognized during the three and nine months ended September 30, 2024 and 2023.

Intangible Assets and Goodwill

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

NOTE 7—INTANGIBLE ASSETS AND GOODWILL

The Company conducted its annual impairment test of goodwill as of September 30, 2024 and determined that there was no impairment. The Company filed the Bankruptcy Petitions on October 1, 2024, and signed the Asset Purchase Agreement on September 30, 2024. The Asset Purchase Agreement was in the amount of $14.0 million which was in excess of the Company’s carrying value, indicating no impairment to its Goodwill. On November 4, 2024, the Company commenced the auction for the sale of the Transferred Assets and received a winning bid of $20.50 million in cash from MegaGen with a back-up bid of $19.95 million from Sonendo.

The Company also tests its intangible assets and goodwill between the annual impairment tests if events occur or circumstances change that would more likely than not reduce the fair value of the Company or its assets below their carrying amounts. For intangible assets subject to amortization, the Company performs its impairment test when indicators, such as reductions in demand or significant economic slowdowns, are present. During the fourth quarter ended December 31, 2023, due to the sustained decrease in the stock price of the common stock decreasing the implied fair value of the business, the Company performed a quantitative assessment of impairment over goodwill and determined that there was no impairment to the Company's goodwill. Goodwill was valued using an equally weighted income approach and market approach. The unobservable inputs utilized in determining the fair value of the goodwill, which is categorized as a Level 3 instrument, are the discount rate of 19.1% and various revenue growth rates utilized in the financial forecast of future cash flows.

As of September 30, 2024 and December 31, 2023, the Company had goodwill (indefinite life) of $2.9 million. As of September 30, 2024 and December 31, 2023, all intangible assets subject to amortization have been fully amortized and there was no amortization expense recognized during the three and nine months ended September 30, 2024 and 2023.