Acquisition Of On-X Life Technologies

3 Months Ended

Mar. 31, 2016

Acquisition of On-X Life Technologies [Abstract]

Acquisition Of On-X Life Technologies

4.  Acquisition of On-X Life Technologies

Overview 

On December 22, 2015 the Company entered into the Agreement and Plan of Merger (“On-X Agreement”) to acquire On-XLife Technologies Holdings, Inc. (“On-X”), an Austin, Texas-based, privately held mechanical heart valve company, for approximately $130.0 million, subject to certain adjustments.  The transaction closed on January 20, 2016, and On-X is being operated as a wholly-owned subsidiary of CryoLife. 

The On-X catalogue of products includes the On-X prosthetic aortic and mitral heart valves and the On-X ascending aortic prosthesis (“AAP”).  On-X also distributes CarbonAid CO₂ diffusion catheters, manufactures Chord-X ePTFE sutures for mitral chordal replacement, and offers pyrolytic carbon coating services to other medical device manufacturers.  CryoLife believes that the On-X products will fit well into its product portfolio of medical devices for cardiac surgery and believes there is a significant opportunity for CryoLife’s sales team to leverage their strong relationships with cardiac surgeons to introduce and to expand utilization of the On-X valve in the U.S. and internationally.

Accounting for the Transaction

The purchase price of the transaction totaled approximately $128.2 million, consisting of cash of $93.6 million and 3,703,699 shares of CryoLife common stock, with a value of $34.6 million as determined on the date of the closing.  This purchase price is subject to several potential adjustments, which have not yet been finalized.  The Company’s preliminary allocation of the $128.2 million purchase price to On-X’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of January 20, 2016, is included in the table below.  Goodwill is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is not deductible for tax purposes. 

The preliminary purchase price allocation as of January 20, 2016 is as follows (in thousands):

	Opening
	Balance Sheet
Cash and cash equivalents	$	2,472
Receivables		6,265
Inventories		13,033
Intangible assets		53,950
Goodwill		66,768
Other assets		6,184
Liabilities assumed		(20,455)
Total purchase price	$	128,217

The preliminary allocation of the purchase price is based on preliminary valuations performed to determine the fair value of such assets as of the acquisition date.  As the Company’s acquisition accounting is incomplete, the Company may adjust the amounts recorded as of March 31, 2016 to reflect any revised evaluations of the assets acquired or liabilities assumed.  Goodwill from this transaction will be allocated to the Company’s medical devices segment.

CryoLife incurred transaction and integration costs of $5.5 million for the three months endedMarch 31, 2016 related to the acquisition, which include, among other costs, expenses related to the termination of international and domestic distribution agreements.  These costs were expensed as incurred and were primarily recorded as general, administrative, and marketing expenses on the Company’s Summary Consolidated Statements of Operations and Comprehensive Income.

Pro Forma Results

The Company’s unaudited pro forma results of operations for the quarter ended March 31, 2016 and 2015 assuming the On-X acquisition had occurred as of January 1, 2015 are presented for comparative purposes below.  These amounts are based on available information of the results of operations of On-X prior to the acquisition date and are not necessarily indicative of what the results of operations would have been had the acquisition been completed on January 1, 2015.  The pro forma adjustments related to the acquisition of On-X are based on a preliminary purchase price allocation.  Differences between the preliminary and final purchase price allocation could have an impact on the pro forma financial information presented below and that impact could be material. This unaudited pro forma information does not project operating results post acquisition. 

This preliminary pro forma information is as follows (in thousands, except per share amounts):

	Three Months Ended
	March 31,
	2016		2015
Total revenues	$	44,643	$	41,612
Net income		5,661		(12,447)
Pro forma income per common share - basic	$	0.17	$	(0.39)
Pro forma income per common share - diluted	$	0.17	$	(0.39)

Pro forma net income was calculated using a tax rate of approximately 38%.