Acquisition and Divestitures | 4. Acquisition and Divestitures Our strategy for growing our business includes the acquisition of complementary product lines and businesses. Our acquisitions, including those discussed below, 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 and services, consolidation of manufacturing facilities, and the leveraging of our existing administrative infrastructure. 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. RestoreFlow Allografts On November 10, 2016, we entered into an agreement to acquire the assets of Restore Flow Allografts, LLC, a provider of human vascular tissue processing and cryopreservation services, for an initial purchase price of $12 million, with additional payments of up to $6 million, depending upon the satisfaction of certain contingencies. A payment of $2 million is due not later than 15 days following the expiration of the 18 month period following the closing date, subject to reductions as specified in the agreement for each calendar month that certain retained employees are not employed by us due to resignation without good reason, or termination for cause, both as defined in the agreement. The portion of this payment that will be paid to retained employees and that is contingent on their continuing employment, approximately $0.9 million, is being accounted for as post-combination compensation expense rather than purchase consideration. There are also two potential earn-outs under the agreement. The first earn-out earn-out The RestoreFlow business derives revenue from human tissue preservation services, in particular the processing and cryopreservation of veins and arteries. By federal law, human tissues cannot be bought or sold. Therefore, the tissues we obtain and preserve are not held as inventory, and the costs we incur to procure and process vascular tissues are instead accumulated and deferred. Revenues are recognized for the provision of cryopreservation services rather than product sales. The acquired assets included intellectual property, permits and approvals, data and records, equipment and furnishings, accounts receivable, inventory, literature, and customer and supplier information. We also assumed certain accounts payable. We accounted for the acquisition as a business combination. The following table summarizes the preliminary purchase price allocation as of September 30, 2017: Allocated (in thousands) Accounts receivable $ 394 Deferred cryopreservation costs 2,583 Equipment and supplies 125 Accounts payable (286 ) Intangible assets 4,544 Goodwill 5,599 Purchase price $ 12,959 The goodwill is deductible for tax purposes over 15 years. The following table reflects the preliminary allocation of the acquired intangible assets and related estimated useful lives: Allocated Weighted (in thousands) Non-compete $ 180 5.0 years Tradename 271 9.0 years Procurement contracts 617 9.0 years Technology 2,793 10.5 years Customer relationships 683 12.5 years Total intangible assets $ 4,544 The weighted-average amortization period of the acquired intangible assets was 10.3 years. ProCol Biologic Graft On March 18, 2016, we acquired the ProCol biologic vascular graft (“ProCol”) business for $2.7 million from Hancock Jaffe Laboratories, Inc. (HJL) and CryoLife, Inc. (CRY). HJL was the owner and manufacturer of ProCol and CRY was the exclusive distributor of the ProCol graft. CRY also owned an option to purchase the ProCol business, which we acquired from CRY. We bought finished goods inventory and other ProCol related assets from CRY for $2.0 million, which was paid in full at closing. We bought other ProCol assets from HJL for $0.7 million, 50% of which was paid at closing, 25% of which was paid in the quarter ended September 30, 2016 and the remaining 25% of which was paid in the quarter ended March 31, 2017. Additional consideration is payable to HJL for a three-year period following the closing, calculated at 10% of ProCol revenues. This additional consideration was initially valued at $0.3 million and will be re-measured Assets acquired included inventory, intellectual property and a related license, the ProCol trade name, customer lists, non-compete The following table summarizes the purchase price allocation as of the acquisition date: Allocated (in thousands) Inventory $ 2,080 Manufacturing equipment and supplies 25 Intangible assets 620 Goodwill 318 Purchase price $ 3,043 The goodwill is deductible for tax purposes over 15 years. The following table reflects the allocation of the acquired intangible assets and related estimated useful lives: Allocated Weighted (in thousands) Non-compete $ 84 5.0 years Tradename 109 9.5 years Intellectual property 277 9.0 years Customer relationships 150 9.0 years Total intangible assets $ 620 The weighted-average amortization period of the acquired intangible assets was 8.6 years. Tru-Incise In May 2015, we entered into an asset purchase agreement with UreSil, LLC (UreSil) to acquire the production and distribution rights of UreSil’s Tru-Incise The following table summarizes the purchase price allocation at the date of the acquisition: Allocated (in thousands) Inventory $ 88 Intangible assets 545 Goodwill 742 Purchase price $ 1,375 The goodwill is deductible for tax purposes over 15 years. The following table reflects the allocation of the acquired intangible assets and related estimated useful lives: Allocated Weighted (in thousands) Non-compete $ 120 5.0 years Tradename license 17 3.0 years Product technology 391 7.0 years Customer relationships 17 3.0 years Total intangible assets $ 545 |