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Acquisitions (Tables) | 3 Months Ended
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Mar. 31, 2018
Business Combinations [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocated to the net assets acquired and liabilities assumed (in thousands):
| Net Assets Acquired |
| Intangibles |
| Developed technology | $ | 7,800 |
| In-process technology | 920 |
| Goodwill | 4,281 |
| Deferred tax liabilities | (3,101 | )
| Total net assets acquired | $ | 9,900 |
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 preliminary purchase price allocated to the assets acquired from BD (in thousands):
Net Assets Acquired |
Inventories | $ | 6,039 |
Property and equipment | 581 |
Intangibles |
Developed technology | 79,900 |
Customer list | 3,500 |
Trademarks | 4,700 |
Goodwill | 5,387 |
Total net assets acquired | $ | 100,107 |
The following table summarizes the purchase price allocated to the net tangible and intangible assets acquired and liabilities assumed (in thousands):
Assets Acquired |
Cash and cash equivalents | $ | 1,436 |
Trade receivables | 8,351 |
Inventories | 11,222 |
Prepaid expenses and other assets | 1,275 |
Income tax refund receivable | 165 |
Property and equipment | 2,319 |
Deferred tax assets | 202 |
Intangibles |
Developed technology | 2,200 |
Customer lists | 1,500 |
Trademarks | 900 |
Total assets acquired | 29,570 |
Liabilities Assumed |
Trade payables | (2,414 | )
Accrued expenses | (5,083 | )
Deferred income tax liabilities | (934 | )
Total liabilities assumed | (8,431 | )
Total net assets acquired | 21,139 |
Gain on bargain purchase (1) | (11,039 | )
Total purchase price | $ | 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. 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. A reduction of $1.2 million was recorded since the bargain purchase gain was first presented in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, resulting from our ongoing activities, including reassessment of the assets acquired and liabilities assumed. The purchase price allocation for this acquisition is now final. 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 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 purchase price was allocated as follows (in thousands):
Assets Acquired |
Trade receivables | $ | 958 |
Inventories | 2,157 |
Prepaid expenses and other assets | 85 |
Property and equipment | 1,472 |
Intangibles |
Developed technology | 21,100 |
Customer lists | 700 |
Trademarks | 2,900 |
Goodwill | 8,989 |
Total assets acquired | 38,361 |
Liabilities Assumed |
Trade payables | (338 | )
Accrued expenses | (23 | )
Total liabilities assumed | (361 | )
Net assets acquired | $ | 38,000 |
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 and other assets | 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 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 |
Business Acquisition, Pro Forma Information | The following table summarizes our consolidated results of operations for the three-month period ended March 31, 2017 , as well as unaudited pro forma consolidated results of operations as though the acquisition of the Argon critical care division had occurred on January 1, 2016 (in thousands, except per common share amounts):
| Three Months Ended
| March 31, 2017
| As Reported |  | Pro Forma
Net sales | $ | 171,069 |  |  | $ | 173,829 |
Net income | 14,803 |  |  | 1,725 |
Earnings per common share: |  |  |
Basic | $ | 0.33 |  |  | $ | 0.04 |
Diluted | $ | 0.32 |  |  | $ | 0.04 |
* The pro forma results for the three-month period ended March 31, 2018 are not included in the table above because the operating results for the Argon critical care division acquisition 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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