Acquisitions (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The purchase price was allocated as follows (in thousands):



Assets Acquired
Trade receivables	$	958
Inventories	2,157
Prepaid expenses and other assets	85
Property and equipment	1,472
Intangibles
Developed technology	21,100
Customer lists	700
Trademarks	2,900
Goodwill	8,989
Total assets acquired	38,361

Liabilities Assumed
Trade payables	(338		)
Accrued expenses	(23		)
Total liabilities assumed	(361		)

Net assets acquired	$	38,000

The purchase price was preliminarily allocated as follows (in thousands):



Inventories	$	1,308
Intangibles
Developed technology	32,830
Customer list	840
Trademarks	1,410
Goodwill	21,832

Total assets acquired	$	58,220

The following table summarizes the purchase price allocated to the net tangible and intangible assets acquired and liabilities assumed (in thousands):



	Assets Acquired
	Cash and cash equivalents	$	1,436
	Trade receivables	8,351
	Inventories	11,222
	Prepaid expenses and other assets	1,275
	Income tax refund receivable	165
	Property and equipment	2,319
	Deferred tax assets	202
	Intangibles
	Developed technology	2,200
	Customer lists	1,500
	Trademarks	900
	Total assets acquired	29,570

	Liabilities Assumed
	Trade payables	(2,414		)
	Accrued expenses	(5,083		)
	Income taxes payable	—
	Deferred income tax liabilities	(934		)
	Total liabilities assumed	(8,431		)

	Total net assets acquired	21,139
	Gain on bargain purchase ⁽¹⁾	(11,039		)
	Total purchase price	$	10,100

(1)	The total fair value of the net assets acquired from Argon exceeded the purchase price, resulting in a gain on bargain purchase which was recorded within other income (expense) in our consolidated statements of income. We believe the reason for the gain on bargain purchase was a result of the divestiture of a non-strategic, slow-growth critical care business for Argon. It is our understanding that the divestiture allows Argon to focus on its higher growth interventional portfolio.

The following table summarizes the aggregate purchase price (including contingent royalty payment liabilities) allocated to the assets acquired from Laurane (in thousands):



Inventories	$	594
Intangibles
Developed technology	14,920
Customer list	120
Goodwill	6,366

Total net assets acquired	$	22,000

The purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed, based on estimated fair values, as follows (in thousands):



Assets Acquired
Trade receivables	$	4,054
Other receivables	6
Inventories	8,585
Prepaid expenses	630
Property and equipment	1,630
Other long-term assets	145
Intangibles
Developed technology	67,600
Customer lists	2,400
Trademarks	4,400
Goodwill	24,818
Total assets acquired	114,268

Liabilities Assumed
Trade payables	(1,790		)
Accrued expenses	(5,298		)
Deferred income tax liabilities - current	(701		)
Deferred income tax liabilities - noncurrent	(10,844		)
Total liabilities assumed	(18,633		)

Net assets acquired, net of cash received of $1,327	$	95,635

The purchase price was preliminarily allocated as follows (in thousands):



Inventories	$	971
Intangibles
Developed technology	4,840
Customer list	120
Trademarks	400
Goodwill	938

Total assets acquired	$	7,269

The following table summarizes the aggregate purchase price allocated to the assets acquired from ITL (in thousands):



Assets Acquired
Trade receivables	$	1,287
Other receivables	56
Inventories	1,808
Prepaid expenses and other assets	65
Property and equipment	1,053
Intangibles
Customer lists	5,940
Goodwill	3,945
Total assets acquired	14,154

Liabilities Assumed
Trade payables	(216		)
Accrued expenses	(747		)
Deferred tax liabilities	(1,901		)
Total liabilities assumed	(2,864		)

Total net assets acquired	$	11,290

The purchase price was allocated as follows (in thousands):



Assets Acquired
Inventories	$	2,455
Property and equipment	290
Intangibles
Developed technology	12,100
Trademarks	700
Customers Lists	400
Goodwill	2,555

Total assets acquired	$	18,500

The following table summarizes the purchase price allocated to the assets acquired from BD (in thousands):



Inventories	$	5,804
Property and equipment	748
Intangibles
Developed technology	74,000
Customer list	4,200
Trademarks	4,900
In-process technology	2,500
Goodwill	9,728

Total assets acquired	$	101,880

The following table summarizes the purchase price allocated to the net assets acquired and liabilities assumed (in thousands):



Intangibles
Developed technology	$	7,800
In-process technology	920
Goodwill	4,281
Deferred tax liabilities	(3,101		)

Total net assets acquired	$	9,900

The following table summarizes the purchase price allocated to the assets acquired (in thousands):



Inventories	$	979
Property and equipment	58
Intangibles
Developed technology	5,400
Customer list	200
Goodwill	203

Total net assets acquired	$	6,840

The following table summarizes the preliminary purchase price allocated to the net assets acquired from Cianna Medical (in thousands):



Assets Acquired
Trade receivables	$	6,151
Inventories	5,803
Prepaid expenses and other assets	315
Property and equipment	1,047
Other long-term assets	14
Intangibles
Developed technology	134,510
Customer lists	3,330
Trademarks	7,080
Goodwill	65,885
Total assets acquired	224,135

Liabilities Assumed
Trade payables	(1,497		)
Accrued expenses	(2,384		)
Other long-term liabilities	(1,527		)
Deferred tax liabilities	(30,363		)
Total liabilities assumed	(35,771		)

Total net assets acquired	$	188,364

Business Acquisition, Pro Forma Information

The following table summarizes our consolidated results of operations for the years ended December 31, 2018, 2017 and 2016, as well as unaudited pro forma consolidated results of operations as though the DFINE acquisition had occurred on January 1, 2015, the acquisition of the Argon critical care division had occurred on January 1, 2016 and the acquisition of Cianna Medical and Vascular Insights had occurred on January 1, 2017 (in thousands, except per common share amounts):



	2018				2017					2016
	As Reported		Pro Forma		As Reported		Pro Forma			As Reported		Pro Forma
Net sales	$	882,753	$	928,336	$	727,852	$	768,571		$	603,838	$	664,366
Net income (loss)	42,017		20,699		27,523		(13,720		)	20,121		23,054
Earnings per common share:
Basic	$	0.80	$	0.40	$	0.56	$	(0.28	)	$	0.45	$	0.52
Diluted	$	0.78	$	0.38	$	0.55	$	(0.27	)	$	0.45	$	0.51