Acquisitions and Divestitures

Our acquisitions are accounted for using the acquisition method, and the acquired companies’ results have been included in the accompanying consolidated financial statements from their respective dates of acquisition. In each case for the acquisitions disclosed below, pro forma information assuming the acquisition had occurred at the beginning of the earliest period presented is

not

included, as the impact is immaterial.

With the exception of Cardial discussed below, our acquisitions have historically been made at prices above the fair value of the acquired identifiable assets, resulting in goodwill, due to expectations of synergies that will be realized by combining businesses. These synergies include the use of our existing sales channel to expand sales of the acquired businesses’ products and services, consolidation of manufacturing facilities, and the leveraging of our existing administrative infrastructure. The fair market valuations associated with these transactions fall within Level

of the fair value hierarchy, due to the use of significant unobservable inputs to determine fair value. The fair value measurements were calculated using unobservable inputs, primarily using the income approach, specifically the discounted cash flow method. The amount and timing of future cash flows within our analysis was based on our due diligence models, most recent operational budgets, long range strategic plans and other estimates. Our assumptions associated with these Level

valuations are discussed below and in Note

to these financial statements.

Cardial

October 22, 2018,

through a newly created subsidiary LeMaitre Cardial SAS, we entered into an agreement to acquire the business assets of Cardial, a company located in Saint-Etienne, France. The Cardial business consists of the manufacturing of polyester vascular grafts, valvulotomes, surgical glue and original equipment manufacturing (OEM) services. On the same date, the parties entered into a separate agreement under which LeMaitre Cardial SAS purchased the building and land previously owned by Cardial.

The purchase price for the acquired assets, including the land and building, inventory, machinery and equipment, intellectual property, permits and approvals, data and records, and customer and supplier information, was

€2.0

million (

$2.3

million). At closing,

€1.1

million (

$1.3

million) was paid in cash, and

€0.5

million (

$0.5

million) of liabilities were assumed by LeMaitre Cardial SAS. Another

€0.4

million (

$0.4

million) is due in

two

installments, half to be paid

twelve

months after the closing date, and half

eighteen

months after the closing date. There are

contingencies associated with these holdback payments, although they

may

be reduced depending upon the results of a reconciliation of the value of inventory transferred, as outlined in the agreement, or for certain post-closing claims.

The following table summarizes the preliminary purchase price allocation:

	Allocated
	Fair Value
	(in thousands)
Inventory	€	2,419
Land and building		750
Equipment and supplies		94
Intangible assets		623
Bargain purchase gain		(1,946	)

Purchase price	€	1,940

The bargain purchase gain was recorded to reflect the excess of the net assets acquired over the purchase price. We recorded deferred taxes on this gain of

€0.5

million (

$0.6

million), resulting in a net gain of

€1.4

million (

$1.6

million).

The following table reflects the allocation of purchase consideration to the acquired intangible assets and related estimated useful lives:

	Allocated Fair Value		Weighted Average Useful Life
	(in thousands)		(in years)
Customer relationships	€	250		16.0
Intellectual property		237		5.0
Non-compete agreement		46		5.0
Tradenames		90		5.0

Total intangible assets	€	623

The weighted-average amortization period of the acquired intangible assets was

9.4

years.

Applied Medical

September 20, 2018,

we entered into an agreement to acquire the assets of the embolectomy catheter business of Applied Medical Resources Corporation (Applied). The acquired business consists of several embolectomy, thrombectomy and irrigation catheter product lines which are sold worldwide (approximately

60%

in the U.S. and

40%

outside the U.S.). On the same date, we entered into a transition services agreement under which Applied will manufacture and supply us with inventory for a period of

twelve

months, unless extended by both parties.

The purchase price for the acquired assets, which included inventory, machinery and equipment, intellectual property, permits and approvals, data and records, and customer and supplier information, was

$14.2

million. Of this amount,

$11

million was paid at closing, with another

million due

months following the closing date, and the final

$1.2

million due

months following the closing date. The deferred amounts totaling

$3.2

million were recorded at an acquisition-date fair value of

$3.0

million using a discount rate of

3.75%

to reflect the time value of money between the acquisition date and the payment due dates. There are

contingencies associated with these holdback payments, although they

may

be reduced for certain post-closing claims.

The following table summarizes the purchase price allocation:

	Allocated
	Fair Value
	(in thousands)
Inventory	$	739
Equipment and supplies		416
Intangible assets		6,527
Goodwill		6,361

Purchase price	$	14,043

The goodwill results from expected synergies of combining the acquired products and customer information to our existing operations, and is deductible for tax purposes over

years.

The following table reflects the allocation of purchase consideration to the acquired intangible assets and related estimated useful lives:

	Allocated Fair Value		Weighted Average Useful Life
	(in thousands)		(in years)
Customer relationships	$	4,475		16.0
Intellectual property		1,316		7.0
Non-compete agreement		530		5.0
Tradenames		206		7.0

Total intangible assets	$	6,527

The weighted-average amortization period of the acquired intangible assets was

13.0

years.

Reddick Divestiture

April

2018,

we entered into an agreement to sell the inventory, intellectual property and other assets associated exclusively with our Reddick cholangiogram catheter and Reddick-Saye screw product lines for

$7.4

million to Specialty Surgical Instrumentation. Concurrent with this divestiture we entered into a transition services agreement under which we will continue to manufacture and supply these products to the buyer for a period of up to

two

years unless extended by both parties, as well as a balloon supply agreement under which we will supply balloons, a component of the cholangiogram catheters, to the buyer for a period of up to

six

years unless extended by both parties. We recorded a gain during the quarter ended

June 30, 2018

in connection with these agreements of

$5.9

million. The following table summarizes the allocation of consideration received:

	Allocated
	Fair Value
	(in thousands)
Inventory	$	308
Deferred revenue - transition services agreement		1,081
Goodwill		135
Gain on divestiture		5,876

Consideration received	$	7,400

Under the terms of the transition services agreement, we have agreed to manufacture the Reddick products for the buyer at prices at or in some cases below our cost. We allocated a portion of the consideration received to this agreement to reflect it at fair value and recorded it as deferred revenue. As the products are sold to the buyer, we amortize a portion of the deferred revenue to adjust the gross margin on the sale to fair value on a specific identification basis. As of

June 30, 2019,

the remaining unamortized balance was

$0.2

million. Additionally, as the Reddick product lines that were divested constituted a business, we allocated a portion of our goodwill to this divestiture based on the fair value of the business sold in relation to the fair value of the business that will be retained.

Subsequent Event

July 12, 2019,

we entered into an agreement with UreSil, LLC, an Illinois limited liability company, to purchase the remaining assets of their Tru-Incise valve cutter business, including distribution rights in the United States, for

$8.0

million. We also entered into a transition services agreement under which UreSil, LLC will continue to manufacture the acquired products for us for a specified time, until we transition the full manufacturing process to our Burlington, Massachusetts facilities.