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Acquisitions (Tables) | 9 Months Ended
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Sep. 30, 2017
Business Combinations [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price was allocated as follows (in thousands):
Assets Acquired |
Inventories | $ | 2,455 |
Property and equipment | 290 |
Intangibles |
Developed technology | 12,100 |
Trademarks | 700 |
Customers Lists | 400 |
Goodwill | 2,555 |
Total assets acquired | $ | 18,500 |
The purchase price was preliminarily allocated as follows (in thousands):
|  | Preliminary Allocation |  | Adjustments (1) |  | Revised Preliminary Allocation
| Assets Acquired |  |  |  |  |
| Trade receivables | $ | 952 |  |  | $ | 7 |  |  | $ | 959 |
| Inventories | 2,244 |  |  | (87 | ) |  | 2,157 |
| Prepaid expenses and other assets | 181 |  |  | (96 | ) |  | 85 |
| Property and equipment | 1,472 |  |  | — |  |  | 1,472 |
| Intangibles |  |  |  |  |
| Developed technology | 22,900 |  |  | (1,800 | ) |  | 21,100 |
| Customer lists | 100 |  |  | 600 |  |  | 700 |
| Trademarks | 2,900 |  |  | — |  |  | 2,900 |
| Goodwill | 7,612 |  |  | 1,376 |  |  | 8,988 |
| Total assets acquired | 38,361 |  |  | — |  |  | 38,361 |
| Liabilities Assumed |  |  |  |  |
| Trade payables | (338 | ) |  | — |  |  | (338 | )
| Accrued expenses | (23 | ) |  | — |  |  | (23 | )
| Total liabilities assumed | (361 | ) |  | — |  |  | (361 | )
| Net assets acquired | $ | 38,000 |  |  | $ | — |  |  | $ | 38,000 |
(1) | Amounts represent adjustments to the preliminary purchase price first presented in our Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2017, resulting from our ongoing activities with respect to finalizing our purchase price allocation for this acquisition. The larger adjustments primarily relate to the valuation of the acquired intangible assets.
The following table summarizes the preliminary purchase price allocated to the net tangible and intangible assets acquired and liabilities assumed (in thousands), adjusted as of September 30, 2017:
|  | Preliminary Allocation |  | Adjustments (2) |  | Revised Preliminary Allocation
| Assets Acquired |  |  |  |  |
| Cash and cash equivalents | $ | 1,436 |  |  | $ | — |  |  | $ | 1,436 |
| Trade receivables | 8,351 |  |  | — |  |  | 8,351 |
| Inventories | 12,217 |  |  | (995 | ) |  | 11,222 |
| Prepaid expenses and other assets | 1,275 |  |  | — |  |  | 1,275 |
| Property and equipment | 2,667 |  |  | (348 | ) |  | 2,319 |
| Deferred tax assets | 184 |  |  | 19 |  |  | 203 |
| Intangibles |  |  |  |  |
| Developed technology | 2,600 |  |  | (400 | ) |  | 2,200 |
| Customer lists | 1,300 |  |  | 200 |  |  | 1,500 |
| Trademarks | 1,500 |  |  | (600 | ) |  | 900 |
| Total assets acquired | 31,530 |  |  | (2,124 | ) |  | 29,406 |
| Liabilities Assumed |  |  |  |  |
| Trade payables | (2,306 | ) |  | (109 | ) |  | (2,415 | )
| Accrued expenses | (5,083 | ) |  | — |  |  | (5,083 | )
| Income taxes payable | (2 | ) |  | — |  |  | (2 | )
| Deferred income tax liabilities | (999 | ) |  | (11 | ) |  | (1,010 | )
| Total liabilities assumed | (8,390 | ) |  | (120 | ) |  | (8,510 | )
| Total net assets acquired | 23,140 |  |  | (2,244 | ) |  | 20,896 |
| Gain on bargain purchase (1) | (12,243 | ) |  | 1,447 |  |  | (10,796 | )
| Total purchase price | $ | 10,897 |  |  | $ | (797 | ) |  | $ | 10,100 |
(1) | The total fair value of the net assets acquired from Argon exceeded the purchase price, resulting in a gain on bargain purchase which was recorded within other income (expense) in our consolidated statements of income, and includes a negative adjustment of $778,000 in the three-month period ended September 30, 2017 (in addition to the negative adjustment of $669,000 in the three-month period ended June 30, 2017). We believe the reason for the provisional gain on bargain purchase was a result of the divestiture of a non-strategic, slow-growth critical care business for Argon. It is our understanding that the divestiture allows Argon to focus on its higher growth interventional portfolio.
(2) | Amounts represent adjustments to the preliminary purchase price allocation first presented in our March 31, 2017 Form 10-Q resulting from our ongoing activities, including reassessment of the assets acquired and liabilities assumed, with respect to finalizing our purchase price allocation for this acquisition.
We accounted for this acquisition as a business combination. The following table summarizes the aggregate purchase price (including contingent royalty payment liabilities) allocated to the assets acquired from Laurane (in thousands):
|  | Preliminary Allocation
| Net Assets Acquired |
| Inventories | $ | 579 |
| Intangibles |
| Developed technology | 14,920 |
| Customer list | 120 |
| Goodwill | 6,381 |
| Total net assets acquired | $ | 22,000 |
The following table summarizes the preliminary purchase price allocated to the net assets acquired and liabilities assumed (in thousands):
|  | Preliminary Allocation |  | Adjustments (1) |  | Revised Preliminary Allocation
| Net Assets Acquired |  |  |  |  |
| Intangibles |  |  |  |  |
| Developed technology | $ | 7,800 |  |  | $ | — |  |  | $ | 7,800 |
| In-process technology | 850 |  |  | 250 |  |  | 1,100 |
| Goodwill | 4,323 |  |  | (153 | ) |  | 4,170 |
| Deferred tax liabilities | (3,073 | ) |  | (97 | ) |  | (3,170 | )
| Total net assets acquired | $ | 9,900 |  |  | $ | — |  |  | $ | 9,900 |
(1) | Amounts represent adjustments to the preliminary purchase price allocation first presented in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 resulting from our ongoing activities, including reassessment of the assets acquired and liabilities assumed, with respect to finalizing our purchase price allocation for this acquisition.
The purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed, based on estimated fair values, as follows (in thousands):
Assets Acquired |
Trade receivables | $ | 4,054 |
Other receivables | 6 |
Inventories | 8,585 |
Prepaid expenses | 630 |
Property and equipment | 1,630 |
Other long-term assets | 145 |
Intangibles |
Developed technology | 67,600 |
Customer lists | 2,400 |
Trademarks | 4,400 |
Goodwill | 24,818 |
Total assets acquired | 114,268 |
Liabilities Assumed |
Trade payables | (1,790 | )
Accrued expenses | (5,298 | )
Deferred income tax liabilities - current | (701 | )
Deferred income tax liabilities - noncurrent | (10,844 | )
Total liabilities assumed | (18,633 | )
Net assets acquired, net of cash received of $1,327 | $ | 95,635 |
The following table summarizes the preliminary purchase price allocated to the net assets acquired (in thousands):
|  | Preliminary Allocation
| Net Assets Acquired |
| Inventories | $ | 1,023 |
| Property and equipment | 58 |
| Intangibles |
| Developed technology | 5,400 |
| Customer list | 200 |
| Goodwill | 159 |
| Total net assets acquired | $ | 6,840 |
Business Acquisition, Pro Forma Information | The following table summarizes our consolidated results of operations for the three-month period ended September 30, 2016 and the nine-month periods ended September 30, 2017 and 2016, as well as unaudited pro forma consolidated results of operations as though the DFINE acquisition had occurred on January 1, 2015 and the acquisition of the Argon critical care division had occurred on January 1, 2016 (in thousands, except per share amounts):
| Three Months Ended |  | Nine Months Ended |  | Nine Months Ended
| September 30, 2016 |  | September 30, 2017 |  | September 30, 2016
| As Reported |  | Pro Forma |  | As Reported |  | Pro Forma |  | As Reported |  | Pro Forma
Net Sales | $ | 156,975 |  |  | $ | 167,321 |  |  | $ | 536,955 |  |  | $ | 539,715 |  |  | $ | 446,123 |  |  | $ | 494,589 |
Net Income | 973 |  |  | 1,174 |  |  | 20,717 |  |  | 10,047 |  |  | 12,615 |  |  | 16,454 |
Earnings per common share: |  |  |  |  |  |  |  |  |  |
Basic | $ | 0.02 |  |  | $ | 0.03 |  |  | $ | 0.43 |  |  | $ | 0.21 |  |  | $ | 0.28 |  |  | $ | 0.37 |
Diluted | $ | 0.02 |  |  | $ | 0.03 |  |  | $ | 0.42 |  |  | $ | 0.20 |  |  | $ | 0.28 |  |  | $ | 0.37 |
* The pro forma results for the three-month period ended September 30, 2017 are not included in the table above because the operating and financial results for the DFINE and Argon critical care division acquisitions were included in our consolidated statements of income for this period.

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=73530397&loc=d3e4845-128472 + Details
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