Business Acquisition

9 Months Ended

Sep. 30, 2020

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.

The unaudited pro forma information for the three and nine months ended September 30, 2019, 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.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2019		2019
Net sales	$	233,590	$	695,250
Net income	8,675		26,045

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 amortization of debt issuance costs incurred to finance the transaction, 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 excluded from the determination of pro forma net income for the three months ended September 30, 2019 were $0.2 million in cost of goods sold and $1.5 million in selling and administrative expense and for the nine months ended September 30, 2019 were $1.3 million in cost of goods sold and $11.2 million in selling and administrative expense on the consolidated condensed statements of comprehensive income.

Net sales associated with Buffalo Filter of $13.9 million and $33.4 million have been recorded in the consolidated condensed statements of comprehensive income for the three and nine months ended September 30, 2019, respectively. It is impracticable to determine the earnings recorded in the consolidated condensed statements of comprehensive income for the three and nine months ended September 30, 2019 as these amounts are not separately measured.

In conjunction with the December 2019 acquisition of a distributor, we paid $3.8 million during the nine months ended September 30, 2020.