BUSINESS ACQUISITIONS (Tables)

3 Months Ended

Mar. 31, 2014

A reconciliation of the opening balances to the closing balances of these Level 3 measurements are as follows (dollars in thousands):



			Location in Statement of Operations
Balance as of January 1, 2014	$	1,227
Contingent consideration from Confluent Surgical acquisition	20,895
Loss from increase in fair value of contingent consideration liability	128		Selling, general and administrative
Fair value at March 31, 2014	$	22,250

Confluent Surgical, Inc.

Business Acquisition [Line Items]

Pro Forma Information

The following unaudited pro forma financial information summarizes the results of operations for the three months ended March 31, 2013 as if the Confluent Surgical acquisition completed by the Company during 2014 had been completed as of January 1, 2013. The pro forma results are based upon certain assumptions and estimates, and they give effect to actual operating results prior to the acquisition and adjustments to reflect (i) the change in interest expense, depreciation expense, and intangible asset amortization, (ii) certain external expenses related to the acquisition as if they were incurred on January 1, 2013 that will not be recurring in the post-acquisition periods, (iii) income taxes on the aforementioned adjustments at the Company’s statutory rate, and (iv) the earnings per share impact of the increase in the number of weighted average shares outstanding from the sale of registered common shares during November 2013 in anticipation of the Confluent Surgical acquisition. No effect has been given to other cost reductions or operating synergies. As a result, these pro forma results do not necessarily represent results that would have occurred if the acquisitions had taken place on the basis assumed above, nor are they indicative of the results of future combined operations.

The pro forma impact of the Confluent Surgical acquisition was not material to the 2014 consolidated operating results of the Company; therefore the pro forma impact on that period has not been included below. The pro forma results below also incorporate the impact of the change in accounting for the MDET on the 2013 results which is discussed in Note 1.



	Three Months Ended March 31, 2013
	(Dollars in thousands)
Total revenue	$	213,051
Net income (loss)	$	(5,469	)
Net income (loss) per share:
Basic	$	(0.17	)
Diluted	$	(0.17	)

Schedule of Purchase Price Allocation

The following summarizes the preliminary allocation of the purchase price based on the fair value of the assets acquired and liabilities assumed, the allocation of goodwill to the Company's reporting units has not yet been completed:



	Preliminary Purchase Price Allocation
	(Dollars in thousands)
Inventory deposit	$	4,000
Fixed assets	438
Intangible assets:			Wtd. Avg. Life
Technology product rights	239,800		20 years
Other	400		Less than 1 year
Deferred tax asset - long term	14
Goodwill	117,715
Total assets acquired	362,367
Contingent supply liability	5,891
Other	731
Deferred tax liability - long term	99,850
Net assets acquired	$	255,895

- Definition

Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.

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