Annual report pursuant to Section 13 and 15(d)

INTANGIBLE ASSETS AND GOODWILL

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INTANGIBLE ASSETS AND GOODWILL
12 Months Ended
Nov. 30, 2018
INTANGIBLE ASSETS AND GOODWILL [Text Block]

NOTE 7 – INTANGIBLE ASSETS AND GOODWILL

     Changes in the carrying amount of the Company’s goodwill in our CDMO platform for the years ended November 30, 2018 and 2017 are as follows:

    (in thousands)  
Goodwill as of November 30, 2016 $ 9,584  
Translation differences   1,100  
Goodwill as of November 30, 2017   10,684  
Goodwill as acquired   4,918  
Translation differences   (437 )
Goodwill as of November 30, 2018 $ 15,165  

Goodwill Impairment

     The Company reviews goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company performed a quantitative two-step assessment for goodwill impairment for each reporting unit.

Reporting Unit of MaSTherCell’ s Goodwill

     As part of the first step of the two-step impairment test, the Company compared the fair value of the reporting unit to her carrying value and determined that the carrying amount of the unit do not exceed her fair value. The Company estimated the fair value of the unit by using an income approach based on discounted cash flows. The assumptions used to estimate the fair value of the Company’s reporting unit were based on expected future cash flows and an estimated terminal value using a terminal year growth rate based on the growth prospects for each reporting unit. The Company used an applicable discount rate which reflected the associated specific risks for the reporting unit future cash flows.

     Key assumptions used to determine the estimated fair value include: (a) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, costs to produce and estimated capital needs); (b) an estimated terminal value using a terminal year growth rate of 2% determined based on the growth prospects; and (c) a discount rate of 15%. Based on the Company’s assessment as of November 30, 2018 and 2017, respectively, the carrying amount of its reporting unit does not exceed its fair value.

     A decrease in the terminal year growth rate of 1% or an increase of 1% to the discount rate would reduce the fair value of the reporting unit by approximately $1,126 thousand and $1,961 thousand, respectively. These changes would not result in an impairment. A decrease in the terminal year growth rate and an increase in the discount rate of 1% would reduce the fair value of the reporting unit by approximately $2,899 thousand. These changes would not result in an impairment.

Reporting Unit of Atvio’s Goodwill and Reporting Unit of CureCell’s Goodwill

     As of the year ended November 30, 2018 the Company elected to preform qualitative assessment. Due to the fair value measurement that was performed on June 28, 2018 as part of the business combination. Based on the Company’s assessment as of November 30, 2018, the carrying amount of its reporting unit does not exceeds its fair value.

Other Intangible Assets

     Other intangible assets consisted of the following:

    November 30,     November 30,  
    2018     2017  
    (In thousands)  
Gross Carrying Amount:            
   Know How $ 20,344   $ 17,998  
   Backlog   117     -  
   Customer relationships   1,274     369  
   Brand name   1,359     1,418  
    23,094     19,785  
Accumulated amortization   6,394     4,734  
Net carrying amount of other intangible assets $ 16,700   $ 15,051  

     Intangible asset amortization expenses were approximately $1.9 and $1.8 and million for the years ended November 30, 2018 and 2017, respectively.

     Estimated aggregate amortization expenses for the five succeeding years ending November 30 th are as follows:

    2019     2020 to 2023  
    (in thousands)  
Amortization expenses $ 2,086   $ 7,929