Acquisition and Divestitures | 9 Months Ended |
Sep. 30, 2014 |
Business Combinations [Abstract] | ' |
Acquisition and Divestitures | ' |
4 | Acquisition and Divestitures | | | | | | | |
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XenoSure Manufacturing and Distribution Rights |
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In October 2012, we entered into an Asset Purchase Agreement (the Neovasc Agreement) with Neovasc, Inc. and its subsidiary, Neovasc Medical Inc. (collectively Neovasc) to acquire the manufacturing and distribution rights of the XenoSure biologic vascular patch. Previously, we were the exclusive distributor of the XenoSure biologic vascular patch through January 26, 2016 and held an option to purchase the manufacturing and distribution rights. Assets acquired in October 2012 include intellectual property, manufacturing know-how, and a five year non-compete agreement. Other provisions of the Neovasc Agreement include transitional assistance from Neovasc and mutual indemnification for losses arising out of or relating to certain breaches of, and misrepresentations under, the Neovasc Agreement. Additionally, we have entered into a supply agreement with Neovasc while we transition manufacturing to our Burlington facility. |
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The purchase price for this acquisition was $4.6 million. We paid Neovasc $4.3 million at the closing of the acquisition. The remaining $0.3 million was paid in October 2013. We accounted for the acquisition as a business combination. We recorded $2.8 million of intangible assets and $1.8 million of goodwill. The weighted-average amortization period for the acquired intangible assets as of November 1, 2012 was 12.0 years. The goodwill will be deductible for tax purposes over 15 years. |
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Clinical Instruments International, Inc. |
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In July 2013, we entered into an asset purchase agreement with Clinical Instruments International, Inc. (Clinical Instruments) to acquire substantially all the assets of Clinical Instruments for $1.1 million. We paid $0.9 million at the closing and paid the remaining $0.2 million in October 2014. We accounted for the acquisition as a business combination. Assets acquired include inventory and intellectual property. We recorded $0.2 million of inventory, $0.3 million of intangible assets and $0.6 million of goodwill. The weighted-average amortization period for the acquired intangible assets as of July 31, 2013 was 5.7 years. The goodwill will be deductible for tax purposes over 15 years. |
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InaVein LLC |
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In August 2013, we entered into an asset purchase agreement with InaVein LLC (InaVein) to acquire substantially all the assets of InaVein for $2.5 million and potential acquisition-related contingent consideration totaling up to $1.4 million in 2014 and 2015 dependent on the sales performance of the acquired business and the timing of regulatory approval in China. We paid $2.1 million at the closing and paid the remaining $0.4 million in September 2014. We accounted for the acquisition as a business combination. Assets acquired include receivables, inventory, equipment, and intellectual property. Liabilities assumed include payables and service contracts. We recorded $0.8 million of tangible assets, $1.1 million of intangible assets, $0.7 million of goodwill, and $0.1 million of assumed liabilities. The weighted-average amortization period for the acquired intangible assets as of August 31, 2013 was 6.7 years. The goodwill will be deductible for tax purposes over 15 years. The first two milestones related to the potential acquisition-related contingent considerations were measured in August 2014. Based upon stronger than expected sales to China, we recorded an increase of $0.1 million in the contingent consideration dependent on the sales performance of the acquired business in the first year following the closing as a charge to general and administrative expense in the nine months ended September 30, 2014. The milestone related to the timing of the regulatory approval in China was not achieved. The final potential milestone payment is dependent on sales performance of the acquired business from August 2014 to August 2015. The contingent consideration liability related to the first sales performance milestone was $0.2 million as of September 30, 2014 and was paid in October 2014. |
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Xenotis Pty Ltd |
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In August 2014, we entered into a stock purchase agreement with the shareholders of Xenotis Pty Ltd (Xenotis) to acquire all of the capital stock of Xenotis for $6.7 million with a mechanism for a purchase price adjustment based on the net tangible assets of Xenotis at closing. Xenotis is the parent company of Bio Nova International, the manufacturer and marketer of the Omniflow II vascular graft for lower extremity bypass and AV access. We paid $5.1 million at the closing and the remaining $1.4 million is payable in August 2015. The net tangible asset purchase price adjustment is estimated at $0.2 million and is expected to be paid in the three months ending December 31, 2014. We accounted for the acquisition as a business combination. Assets acquired include receivables, inventory, equipment, a building, and intellectual property. Liabilities assumed include payables and debt. |
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The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of the acquisition: |
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| | Allocated | | | | | |
| | Fair Value | | | | | |
| | (in thousands) | | | | | |
Current assets | | $ | 2,110 | | | | | |
Property and equipment, net | | | 2,054 | | | | | |
Intangible assets | | | 1,794 | | | | | |
Goodwill | | | 2,482 | | | | | |
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Total assets acquired | | | 8,440 | | | | | |
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Total liabilities assumed | | | (1,731 | ) | | | | |
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Purchase price | | $ | 6,709 | | | | | |
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Total liabilities assumed of $1.7 million include $1.1 million of assumed debt, which we paid in full in August 2014. The purchase accounting remains in process as we determine the final net tangible asset adjustment. If the amount varies from the estimate, we will adjust the goodwill balance accordingly. |
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The goodwill of $2.5 million will not be deductible for tax purposes. In addition, we acquired deferred tax assets of $2.4 million which consist primarily of net operating loss carry-forwards and capital loss carry-forwards. We recorded a full valuation allowance on these deferred tax assets. |
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The following table reflects the allocation of the acquired intangible assets and related estimated useful lives: |
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| | | | | Weighted | |
| | Allocated | | | Average | |
| | Fair Value | | | Useful Life | |
| | (in thousands) | | | | |
Non-compete agreement | | $ | 135 | | | | 5.0 years | |
Tradename | | | 142 | | | | 7.0 years | |
Technology | | | 1,465 | | | | 7.0 years | |
Customer relationships | | | 52 | | | | 7.0 years | |
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Total intangible assets | | $ | 1,794 | | | | | |
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In September 2014, we entered into definitive agreements with five former Xenotis European based distributors to terminate their distribution of our Omniflow II vascular grafts for $1.2 million. We will pay approximately $1.2 million during the three months ending December 31, 2014 with the remainder due in 2015. We recorded $0.4 million of inventory and $0.8 million of intangible assets. We allocated the payment to the tangible and intangible assets acquired based on the estimated fair value of each of these elements to the transactions. The weighted-average amortization period for the acquired intangible assets is 5.0 years. |
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AngioScope |
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In September 2014, we entered into an asset purchase agreement with Applied Medical Resource Corporation (Applied Medical) to acquire substantially all the assets related to Applied Medical’s angioscope product line for $0.4 million. We paid $0.3 million at closing and the remaining $0.1 million is payable in December 2015. We accounted for the acquisition as a business combination. Assets acquired include inventory, property and equipment, and intellectual property. |
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The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of the acquisition: |
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| | Allocated | | | | | |
| | Fair Value | | | | | |
| | (in thousands) | | | | | |
Inventory | | $ | 26 | | | | | |
Property and equipment, net | | | 38 | | | | | |
Intangible assets | | | 276 | | | | | |
Goodwill | | | 80 | | | | | |
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Total assets acquired | | | 420 | | | | | |
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Total liabilities assumed | | | — | | | | | |
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Purchase price | | $ | 420 | | | | | |
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The goodwill of $0.1 million will be deductible for tax purposes over 15 years. |
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The following table reflects the allocation of the acquired intangible assets and related estimated useful lives: |
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| | | | | Weighted | |
| | Allocated | | | Average | |
| | Fair Value | | | Useful Life | |
| | (in thousands) | | | | |
Non-compete agreement | | $ | 3 | | | | 2.0 years | |
Tradename | | | 28 | | | | 7.0 years | |
Technology | | | 163 | | | | 7.0 years | |
Customer relationships | | | 82 | | | | 9.0 years | |
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Total intangible assets | | $ | 276 | | | | | |
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Our acquisitions have historically been made at prices above the fair value of the acquired identifiable assets, resulting in goodwill, due to expectations of synergies that will be realized by combining businesses. These synergies include the use of our existing sales channel to expand sales of the acquired businesses’ products, consolidation of manufacturing facilities, and the leveraging of our existing administrative infrastructure. |
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The fair market valuations associated with these transactions fall within Level 3 of the fair value hierarchy, due to the use of significant unobservable inputs to determine fair value. The fair value measurements were calculated using unobservable inputs, primarily using the income approach, specifically the discounted cash flow method. The amount and timing of future cash flows within our analysis was based on our due diligence models, most recent operational budgets, long range strategic plans and other estimates. |