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Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 2017
Business Combinations [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price was preliminarily allocated as follows (in thousands):
|  | Preliminary Allocation |  | Adjustments (1) |  | Revised Allocation
| Assets Acquired |  |  |  |  |
| Trade receivables | $ | 952 |  |  | $ | 6 |  |  | $ | 958 |
| 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 |  |  | 1,377 |  |  | 8,989 |
| 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) | Under U.S. GAAP, measurement period adjustments are recognized on a prospective basis in the period of change, instead of restating prior periods. There was no impact to reported earnings in connection with these measurement period adjustments for the periods presented. 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 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 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 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 following table summarizes the aggregate purchase price (including contingent royalty payment liabilities) allocated to the assets acquired from Laurane (in thousands):
| Net Assets Acquired |
| Inventories | $ | 594 |
| Intangibles |
| Developed technology | 14,920 |
| Customer list | 120 |
| Goodwill | 6,366 |
| Total net assets acquired | $ | 22,000 |
The following table summarizes the aggregate purchase price allocated to the assets acquired from ITL (in thousands):
| Assets Acquired |
| Trade receivables | $ | 1,287 |
| Other receivables | 56 |
| Inventories | 1,808 |
| Prepaid expenses and other assets | 65 |
| Property and equipment | 1,053 |
| Intangibles |
| Customer lists | 5,940 |
| Goodwill | 3,740 |
| Total assets acquired | 13,949 |
| Liabilities Assumed |
| Trade payables | (216 | )
| Accrued expenses | (542 | )
| Deferred tax liabilities | (1,901 | )
| Total liabilities assumed | (2,659 | )
| Total net assets acquired | $ | 11,290 |
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 December 31, 2017:
|  | Preliminary Allocation |  | Adjustments (2) |  | Revised 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 |
| Income tax refund receivable | — |  |  | 165 |  |  | 165 |
| Property and equipment | 2,667 |  |  | (348 | ) |  | 2,319 |
| Deferred tax assets | 184 |  |  | 18 |  |  | 202 |
| 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 |  |  | (1,960 | ) |  | 29,570 |
| Liabilities Assumed |  |  |  |  |
| Trade payables | (2,306 | ) |  | (108 | ) |  | (2,414 | )
| Accrued expenses | (5,083 | ) |  | — |  |  | (5,083 | )
| Income taxes payable | (2 | ) |  | 2 |  |  | — |
| Deferred income tax liabilities | (999 | ) |  | 65 |  |  | (934 | )
| Total liabilities assumed | (8,390 | ) |  | (41 | ) |  | (8,431 | )
| Total net assets acquired | 23,140 |  |  | (2,001 | ) |  | 21,139 |
| Gain on bargain purchase (1) | (12,243 | ) |  | 1,204 |  |  | (11,039 | )
| 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 $1.2 million since the bargain purchase gain was first presented in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. We believe the reason for the 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) | Under U.S. GAAP, measurement period adjustments are recognized on a prospective basis in the period of change, instead of restating prior periods. There was no impact to reported earnings in connection with these measurement period adjustments for the periods presented. 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.
The following table summarizes the preliminary purchase price allocated to the net assets acquired (in thousands):
| Net Assets Acquired |
| Inventories | $ | 979 |
| Property and equipment | 58 |
| Intangibles |
| Developed technology | 5,400 |
| Customer list | 200 |
| Goodwill | 203 |
| Total net assets acquired | $ | 6,840 |
The following table summarizes the preliminary purchase price allocated to the net assets acquired and liabilities assumed (in thousands):
|  | Preliminary Allocation |  | Adjustments (1) |  | Revised Allocation
| Net Assets Acquired |  |  |  |  |
| Intangibles |  |  |  |  |
| Developed technology | $ | 7,800 |  |  | $ | — |  |  | $ | 7,800 |
| In-process technology | 850 |  |  | 70 |  |  | 920 |
| Goodwill | 4,323 |  |  | (42 | ) |  | 4,281 |
| Deferred tax liabilities | (3,073 | ) |  | (28 | ) |  | (3,101 | )
| Total net assets acquired | $ | 9,900 |  |  | $ | — |  |  | $ | 9,900 |
(1) | Under U.S. GAAP, measurement period adjustments are recognized on a prospective basis in the period of change, instead of restating prior periods. There was no impact to reported earnings in connection with these measurement period adjustments for the periods presented. 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.
Business Acquisition, Pro Forma Information | The following table summarizes our consolidated results of operations for the years ended December 31, 2017, 2016 and 2015, 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 common share amounts):
| 2017 |  | 2016 |  | 2015
| As Reported |  | Pro Forma |  | As Reported |  | Pro Forma |  | As Reported |  | Pro Forma
Net sales | $ | 727,852 |  |  | $ | 730,612 |  |  | $ | 603,838 |  |  | $ | 664,366 |  |  | $ | 542,149 |  |  | $ | 575,541 |
Net income | 27,523 |  |  | 17,419 |  |  | 20,121 |  |  | 23,068 |  |  | 23,802 |  |  | 3,135 |
Earnings per common share: |  |  |  |  |  |  |  |  |  |  |
Basic | $ | 0.56 |  |  | $ | 0.36 |  |  | $ | 0.45 |  |  | $ | 0.52 |  |  | $ | 0.54 |  |  | $ | 0.07 |
Diluted | $ | 0.55 |  |  | $ | 0.35 |  |  | $ | 0.45 |  |  | $ | 0.51 |  |  | $ | 0.53 |  |  | $ | 0.07 |

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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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