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Acquisitions | 12 Months Ended
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Sep. 30, 2021
Business Combinations [Abstract] |
Acquisitions | 12. Acquisitions Vetex Medical Limited On July 2, 2021, Surmodics acquired all of the outstanding shares of Vetex Medical Limited (“Vetex”). Vetex, which was formerly privately held and is based in Galway, Ireland, develops and manufactures medical devices focused on venous clot removal solutions. The transaction expands Surmodics’ thrombectomy portfolio with a second FDA 510(k)-cleared device, a mechanical venous thrombectomy device. The acquisition was accounted for as a business combination. The acquired assets, liabilities and operating results of Vetex have been included on our consolidated financial statements within the Medical Device segment from the date of acquisition. Surmodics acquired Vetex with an upfront cash payment of $39.9 million funded using cash on hand and $10.0 million from the Revolving Credit Facility. The Company is obligated to pay additional installments totaling $3.5 million in fiscal 2024 through fiscal 2027. These payments may be accelerated upon the occurrence of certain product development and regulatory milestones. An additional $3.5 million in payments is contingent upon the achievement of certain product development and regulatory milestones within a contingency period ending in fiscal 2027. The acquisition date fair value of purchase consideration was as follows:
(In thousands) |  |  |  |
Consideration paid at closing |  | $ | 39,985 |
Deferred consideration |  |  | 3,257 |
Contingent consideration |  |  | 814 |
Total purchase consideration |  |  | 44,056 |
Less: Cash acquired |  |  | (432 | )
Total purchase consideration, net of cash acquired |  | $ | 43,624 |
The fair value of contingent consideration was derived using a discounted cash flow approach based on Level 3 inputs. See Note 5 Fair Value Measurements for additional disclosures regarding contingent consideration. As of September 30, 2021, the preliminary allocation of purchase consideration was as follows:
(In thousands) |  |  |  |
Asset (Liability) |  |  |  |
Current assets |  | $ | 66 |
Property and equipment |  |  | 37 |
Intangible assets |  |  | 27,600 |
Other non-current assets |  |  | 133 |
Accrued compensation |  |  | (236 | )
Other accrued liabilities |  |  | (111 | )
Deferred income taxes |  |  | (2,954 | )
Net assets acquired |  |  | 24,535 |
Goodwill |  |  | 19,089 |
Total purchase consideration, net of cash acquired |  | $ | 43,624 |
The allocation of purchase consideration is considered preliminary as of September 30, 2021 with provisional amounts related to current assets, other non-current assets and deferred income taxes. We expect to finalize the allocation of purchase consideration no later than one year from the acquisition date. Acquired intangible assets consist of developed technology. We used the income approach, specifically the discounted cash flow method and the incremental cash flow approach using Level 3 inputs, to derive the fair value of the developed technology. The developed technology is amortized on a straight-line basis over its estimated useful life of 12 years. The amortization of the acquired intangible assets is tax deductible. The goodwill recorded from the Vetex acquisition is a result of expected synergies from integrating the Vetex business into the Company’s Medical Device segment and from acquiring and retaining the existing Vetex workforce. The goodwill is not deductible for tax purposes. In fiscal 2021, we reported zero revenue and $(0.9) million net loss from Vetex in our consolidated statements of operations. In addition, in fiscal 2021, we recognized $1.0 million in acquisition transaction, integration and other costs related to the Vetex acquisition on the consolidated statements of operations. The pro forma impact of business combinations during fiscal years 2021, 2020 and 2019 was not significant, neither individually nor in the aggregate, to the consolidated results of the Company.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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