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Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 2018
Business Combinations [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 preliminarily allocated as follows (in thousands):
Inventories | $ | 1,308 |
Intangibles |
Developed technology | 32,830 |
Customer list | 840 |
Trademarks | 1,410 |
Goodwill | 21,832 |
Total assets acquired | $ | 58,220 |
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 | )
| Income taxes payable | — |
| 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.
The following table summarizes the aggregate purchase price (including contingent royalty payment liabilities) allocated to the assets acquired from Laurane (in thousands):
| Inventories | $ | 594 |
| Intangibles |
| Developed technology | 14,920 |
| Customer list | 120 |
| Goodwill | 6,366 |
| Total net assets acquired | $ | 22,000 |
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 | 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 preliminarily allocated as follows (in thousands):
Inventories | $ | 971 |
Intangibles |
Developed technology | 4,840 |
Customer list | 120 |
Trademarks | 400 |
Goodwill | 938 |
Total assets acquired | $ | 7,269 |
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 | 3,945 |
Total assets acquired | 14,154 |
Liabilities Assumed |
Trade payables | (216 | )
Accrued expenses | (747 | )
Deferred tax liabilities | (1,901 | )
Total liabilities assumed | (2,864 | )
Total net assets acquired | $ | 11,290 |
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 purchase price allocated to the assets acquired from BD (in thousands):
Inventories | $ | 5,804 |
Property and equipment | 748 |
Intangibles |
Developed technology | 74,000 |
Customer list | 4,200 |
Trademarks | 4,900 |
In-process technology | 2,500 |
Goodwill | 9,728 |
Total assets acquired | $ | 101,880 |
The following table summarizes the purchase price allocated to the net assets acquired and liabilities assumed (in thousands):
Intangibles |
Developed technology | $ | 7,800 |
In-process technology | 920 |
Goodwill | 4,281 |
Deferred tax liabilities | (3,101 | )
Total net assets acquired | $ | 9,900 |
The following table summarizes the purchase price allocated to the assets acquired (in thousands):
| 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 from Cianna Medical (in thousands):
Assets Acquired |
Trade receivables | $ | 6,151 |
Inventories | 5,803 |
Prepaid expenses and other assets | 315 |
Property and equipment | 1,047 |
Other long-term assets | 14 |
Intangibles |
Developed technology | 134,510 |
Customer lists | 3,330 |
Trademarks | 7,080 |
Goodwill | 65,885 |
Total assets acquired | 224,135 |
Liabilities Assumed |
Trade payables | (1,497 | )
Accrued expenses | (2,384 | )
Other long-term liabilities | (1,527 | )
Deferred tax liabilities | (30,363 | )
Total liabilities assumed | (35,771 | )
Total net assets acquired | $ | 188,364 |
Business Acquisition, Pro Forma Information | The following table summarizes our consolidated results of operations for the years ended December 31, 2018, 2017 and 2016, as well as unaudited pro forma consolidated results of operations as though the DFINE acquisition had occurred on January 1, 2015, the acquisition of the Argon critical care division had occurred on January 1, 2016 and the acquisition of Cianna Medical and Vascular Insights had occurred on January 1, 2017 (in thousands, except per common share amounts):
| 2018 |  | 2017 |  | 2016
| As Reported |  | Pro Forma |  | As Reported |  | Pro Forma |  | As Reported |  | Pro Forma
Net sales | $ | 882,753 |  |  | $ | 928,336 |  |  | $ | 727,852 |  |  | $ | 768,571 |  |  | $ | 603,838 |  |  | $ | 664,366 |
Net income (loss) | 42,017 |  |  | 20,699 |  |  | 27,523 |  |  | (13,720 | ) |  | 20,121 |  |  | 23,054 |
Earnings per common share: |  |  |  |  |  |  |  |  |  |  |
Basic | $ | 0.80 |  |  | $ | 0.40 |  |  | $ | 0.56 |  |  | $ | (0.28 | ) |  | $ | 0.45 |  |  | $ | 0.52 |
Diluted | $ | 0.78 |  |  | $ | 0.38 |  |  | $ | 0.55 |  |  | $ | (0.27 | ) |  | $ | 0.45 |  |  | $ | 0.51 |

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=84161108&loc=d3e4845-128472 + Details
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