On October 6, 2017, the Company acquired the Triage and BNP Businesses. The acquisition has been accounted for in conformity with ASC Topic 805, Business Combinations. In connection with the acquisition of the Triage Business, the Company paid $399.8 million in cash and assumed certain liabilities. These acquisitions enhance the Company's revenue profile and expand the Company's geographic footprint and product diversity. The Company used proceeds from the Term Loan (defined and discussed in Note 3) of $245.0 million and cash on hand to pay (i) the consideration for the Triage Business and (ii) fees and expenses incurred in connection with the acquisition of the Triage and BNP Businesses. In connection with the acquisition of the BNP Business, the Company: (i) will pay (A) $16.0 million in cash plus up to an additional $24.0 million in contingent consideration, payable in five annual installments of up to $8.0 million, the first of which will be paid on April 30, 2018, (B) $240.0 million in cash, payable in six annual installments of $40.0 million each, the first of which will be paid on April 30, 2018 and (C) $0.2 million in cash for certain inventory related adjustments; and (ii) assumed certain liabilities.

The purchase price consideration is as follows (in thousands):



Cash consideration—Triage Business	$	399,798
Deferred consideration—BNP Business	220,550
Contingent consideration—BNP Business	19,700
Inventory related adjustment	205
Net consideration	$	640,253

The fair value of the deferred consideration was determined to be $220.6 million on the acquisition date based on the net present value of cash payments using an estimated borrowing rate using a quoted price for a similar liability. The fair value of contingent consideration on the acquisition date was $19.7 million and was calculated using a discounted probability weighted valuation model.

The Company is still finalizing the allocation of the purchase price, therefore, the purchase price allocation or the provisional measurements of intangible assets, goodwill and deferred income tax assets or liabilities may be adjusted if the Company recognizes additional assets or liabilities to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. The Company expects to complete the allocation of purchase price during fiscal year 2018.

The components of the preliminary purchase price allocation at the acquisition date and the purchase price consideration transferred at December 31, 2017 are as follows:



Prepaid expenses and other current assets	$	796
Assets held for sale	146,540
Inventories	52,205
Property, plant and equipment	10,608
Intangible assets	184,900
Goodwill	245,531
Other non-current assets	182
Total assets acquired	$	640,762
Other current liabilities	(509		)
Total net assets and liabilities acquired	$	640,253

Goodwill represents the excess of the total purchase price over the fair value of the underlying net assets, largely arising from synergies expected to be achieved by the combined Company and the expanded revenue profile and product diversity. The goodwill is expected to be fully deductible for tax purposes.

The following sets forth results of the amounts assigned to the identifiable intangible assets acquired (in thousands):



Intangible Asset	Amortization period	Fair value of assets acquired
Purchased technology	10 years	$	52,400
Customer relationships	7 years	115,000
Trademarks	10 years	17,500
Total intangible assets		$	184,900

The fair value of the identified intangible assets was determined primarily using an income based approach. Intangible assets are amortized on a straight-line basis over the amortization periods noted above.

The following unaudited pro forma financial information shows the combined results of operations of the Company, including the Triage and BNP Businesses, as if the acquisition had occurred as of the beginning of the periods presented:



	Year ended December 31,
(in thousands, except per share data)	2017			2016
Pro forma total revenues	$	468,577		$	437,525
Pro forma net income (1)	$	41,296		$	28,045
Pro forma basic earnings per share	$	1.22		$	0.86
Pro forma diluted net earnings per share	$	1.18		$	0.84
Total revenue included in the Consolidated Statement of Operations since acquisition	$	47,030
Net loss included in the Consolidated Statement of Operations since acquisition (2)	$	(4,776	)


(1)	Includes the reversal of non-recurring transaction costs totaling $11.7 million directly attributable to the acquisition incurred during the year ended December 31, 2017. Pro forma net income also includes the reversal of the amortization of the fair value step-up of inventory of $11.0 million because it does not have a continuing impact.


(2)	Net loss of $4.8 million includes amortization of the fair value write-up of inventory of $11.0 million, amortization of acquired intangible assets of $5.9 million, cash and non-cash interest expense on the Term Loan of $3.5 million and accretion of interest on the deferred consideration of $2.6 million.