Business Acqusition

12 Months Ended

Dec. 31, 2019

Business Acquisitions

On February 11, 2019 we acquired Buffalo Filter, LLC and all of the issued and outstanding common stock of Palmerton Holdings, Inc. from Filtration Group FGC LLC (the "Buffalo Filter Acquisition") for approximately $365 million in cash. Buffalo Filter develops, manufactures and markets smoke evacuation technologies that are complementary to our general surgery offering. The business combination was funded through a combination of cash on hand and long-term borrowings as further described in Note 7.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as a result of the Buffalo Filter Acquisition.



Cash	$	119
Accounts receivable	4,587
Inventory	4,582
Other current assets	146
Current assets	9,434
Property, plant & equipment	4,036
Deferred income taxes	80
Goodwill	215,793
Customer relationships	124,000
Developed technology	9,000
Trademarks & tradenames	7,000
Other non-current assets	166
Total assets acquired	$	369,509

Current liabilities assumed	4,462
Total liabilities assumed	4,462
Net assets acquired	$	365,047

The goodwill recorded as part of the acquisition primarily represents revenue synergies, as well as operating efficiencies and cost savings. The goodwill deductible for tax purposes is $215.8 million. The weighted amortization period for intangibles acquired is 16 years. Customer relationships were valued using the multi-period excess earnings model, and are being amortized over a weighted average life of 16 years. Developed technology and trademarks and tradenames were valued using the relief from royalty method, and are being amortized over a weighted average life of 10 and 20 years, respectively. Significant judgment was applied in estimating the fair value of the customer relationships intangible asset acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, customer attrition rates, the discount rate and projected cost of sales.

The unaudited pro forma information for the years ended December 31, 2019 and 2018, assuming the Buffalo Filter Acquisition occurred as of January 1, 2018 are presented below. This information has been prepared for comparative purposes only and does not purport to be indicative of the results of operations which actually would have resulted had the Buffalo Filter acquisition occurred on the dates indicated, or which may result in the future.



	2019		2018
Net sales	$	960,115	$	898,545
Net income	44,361		10,407

These pro forma results include certain adjustments, primarily due to increases in amortization expense due to fair value adjustments of intangible assets, increases in interest expense due to additional borrowings incurred to finance the acquisition, and acquisition related costs including transaction costs such as legal, accounting, valuation and other professional services as well as integration costs such as severance and retention.

Acquisition related costs included in the determination of pro forma net income for the year ended December 31, 2018 included $1.3 million in cost of goods sold and $13.1 million in selling and administrative expense on the consolidated statement of comprehensive income. Such amounts are excluded from the determination of pro forma net income for the year ended December 31, 2019.

Net sales associated with Buffalo Filter of $49.6 million have been recorded in the consolidated statement of comprehensive income for the year ended December 31, 2019. It is impracticable to determine the earnings recorded in the consolidated statement of comprehensive income for the year ended December 31, 2019 as these amounts are not separately measured.

On December 4, 2019, we acquired, through a share purchase agreement, the operations of a distributor for total estimated consideration of approximately $13.9 million. The purchase price included $4.1 million of identifiable intangible assets and $1.7 million of goodwill. Pro forma results of operations for the acquisition have not been presented as they are not material to our results of operations, either individually or in aggregate, for the period ended December 31, 2019.