Acquisitions | 3 Months Ended |
Aug. 31, 2013 |
Business Combinations [Abstract] | |
Acquisitions | NOTE B – ACQUISITIONS |
Acquisition of Clinical Devices |
On August 15, 2013 we acquired all the outstanding shares of capital stock of Clinical Devices, B.V., exclusive distributor of our fluid management products in the Netherlands. The stock purchase agreement provided for the payment of $3.7 million in cash at closing, which was subject to a working capital adjustment and $400,000 holdback, plus future earn out consideration payable in cash. Earn out consideration is based on our net sales of the fluid management products during the five quarters following the closing as well as milestone payments for achieving regulatory approvals of certain in process research and development for a next-generation tip location technology. The total estimated purchase consideration of $8.7 million includes the upfront payment and the estimated fair value of contingent consideration of $5.0 million. See Note J for additional information related to the contingent Earn out liability. |
Goodwill recorded as a result of the acquisition was approximately $4.3 million. Goodwill is not deductible for tax purposes. Intangible assets acquired, other than goodwill, totaled approximately $5.1 million, of which $3.6 million has been identified for in-process research and development (10-year estimated weighted average useful life), $1.4 million as customer relationships (15-year estimated weighted average useful life) and $70,000 as trademarks (5-year estimated weighted average useful life). A deferred tax liability of $1.2 million was also recorded. |
The acquisition has been accounted for as a purchase and, accordingly, we have included the results of operations in the financial statements effective August 15, 2013. The pro-forma effects of the acquisition on our income statement and balance sheet were not material. We have not finalized the purchase accounting, which may be adjusted as further information about conditions existing at the acquisition date becomes available. |
Acquisition of Microsulis Medical Ltd. |
On March 22, 2012, we established a strategic relationship with Microsulis Medical Ltd. (“Microsulis”), a U.K.-based company specializing in minimally-invasive, microwave ablation technology for the coagulation of soft tissue. |
The relationship included an initial $5 million investment in Microsulis through the purchase of senior preferred stock, representing a 14.3% ownership position, exclusive distribution rights to market and sell their microwave ablation systems in all markets outside the United States from May 2012 through December 2013, and an exclusive option to purchase at any time until September 22, 2013, substantially all of the global assets of Microsulis Medical, Ltd. |
On February 1, 2013, we completed the acquisition of certain assets of Microsulis, which we have accounted for as a business combination, for cash payments at closing totaling $10.0 million, which is subject to a working capital adjustment, a $5.0 million payment due on December 31, 2013 and potential additional cash consideration payable upon performance over the next nine years. We also assumed $1.6 million of liabilities. |
The total estimated purchase consideration of $33.6 million includes the initial investment of $5.0 million, closing payments totaling $10.5 million, a $5.0 million payment due on December 31, 2013 and the estimated fair value of contingent consideration (Earn out) of $13.2 million. The estimated fair value of contingent consideration is based on projected net sales over the nine year period following the closing. The amount of the Earn out consideration that could be paid on net sales is not limited. See Note J for additional information related to the contingent Earn out liability. |
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The Microsulis historical financial results were not significant and therefore pro forma results would not be substantially different. The operations of Microsulis have been fully integrated from the date of acquisition. |
The following table summarizes the preliminary estimated fair value of the assets acquired and liabilities assumed (in thousands): |
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Accounts receivable | | $ | 364 | |
Inventories | | | 687 | |
Other current assets | | | 443 | |
Fixed assets | | | 1,906 | |
Intangibles | | | 12,500 | |
Goodwill | | | 19,284 | |
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Total assets acquired | | | 35,184 | |
Liabilities assumed | | | (1,634 | ) |
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Total purchase price | | $ | 33,550 | |
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Cash payment at closing | | $ | 10,566 | |
Cash payment for initial investment | | | 5,000 | |
Present value of deferred payment | | | 4,820 | |
Present value of contingent consideration liability | | | 13,164 | |
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Total purchase price | | $ | 33,550 | |
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The estimated purchase consideration exceeds the fair value of the acquired net assets by $19.3 million and was recorded as goodwill. Goodwill is deductible for tax purposes. Intangible assets are being amortized over their estimated useful lives of which range from 10 to 15 years. During the first fiscal quarter of 2014, we incurred acquisition related costs of $59 thousand, which were expensed to “Acquisition, restructuring and other items, net” in the statement of income. |
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Acquisition of Vortex Medical, Inc. |
On October 15, 2012, we acquired all the outstanding capital stock of Vortex Medical, Inc., a privately-held company focused on the development and commercialization of medical devices for venous drainage and the removal of thrombus, or blood clots, from occluded blood vessels. Vortex’s principal product is the AngioVac ® system, which includes the AngioVac Cannula and Circuit. The AngioVac Cannula has a proprietary balloon-actuated, expandable, funnel-shaped distal tip that enhances flow, prevents clogging of the cannula and facilitates en bloc, or whole removal of undesirable intravascular material. Both the AngioVac Cannula and Circuit are FDA-cleared for use during extracorporeal bypass for up to 6 hours. An application for CE Mark approval has been filed. |
The stock purchase agreement provided for the payment of $15.1 million in cash at closing, which was subject to a working capital adjustment, plus future earn out consideration payable in cash. Earn out consideration is based on our net sales of the AngioVac system during the ten years following the closing, payable in the amount of 10% of annual net sales up to $150 million, 12.5% of annual net sales between $150 million and $500 million, and 15% of annual net sales above $500 million. The Earn out consideration is subject to guaranteed minimum payments payable on the anniversary dates following closing, in the amounts of $8.35 million on the first, $8.0 million on the second, third and fourth, and $7.65 million on the fifth anniversary date. If a minimum payment for a period exceeds the contingent earn out payment for the same period, the amount of the excess will be credited against future contingent earn out payments. |
The total estimated purchase consideration of $75.3 million included the upfront payment of $15.1 million and the estimated fair value of contingent consideration of $60.3 million, $40 million of which is guaranteed. The estimated fair value of contingent consideration is based on projected AngioVac net sales in the ten year period following the closing. The amount of the Earn out consideration that could be paid on AngioVac net sales is not limited. See Note J for additional information related to the contingent Earn out liability. |
The Vortex historical financial results were not significant and therefore pro forma results would not be substantially different. The operations of Vortex have been fully integrated from the date of acquisition. |
The following table summarizes the fair value of the assets acquired and liabilities assumed (in thousands): |
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| | | | |
Cash and cash equivalents | | $ | 339 | |
Accounts receivable | | | 203 | |
Inventories | | | 488 | |
Other assets | | | 7 | |
Deferred tax assets | | | 1,307 | |
Intangibles | | | 72,430 | |
Goodwill | | | 29,519 | |
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Total assets acquired | | | 104,293 | |
Deferred tax liabilities | | | (28,340 | ) |
Liabilities assumed | | | (661 | ) |
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Total purchase price | | $ | 75,292 | |
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Cash payments at closing | | $ | 15,105 | |
Present value of contingent consideration liability | | | 60,302 | |
Working capital adjustment | | | (115 | ) |
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Total purchase price | | $ | 75,292 | |
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The purchase consideration exceeded the fair value of the acquired net assets by $29.5 million and was recorded as goodwill. Goodwill is not deductible for tax purposes. Core technologies are being amortized over their estimated useful lives of approximately 15 years as revenues are earned from the sales of the related products. |
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Acquisition of Navilyst |
On May, 22, 2012, we completed the acquisition of privately-held Navilyst, a global medical device company with strengths in the vascular access, interventional radiology and interventional cardiology markets. The acquisition and related transaction costs were financed through the issuance of approximately 9.5 million shares of our common stock, $150 million in drawn acquisition debt financing and $97 million of cash. Based on the closing price of our stock of $12.44 on the day prior to the transaction, the purchase price was approximately $361 million. |
The fiscal quarters ended August 31, 2013 and 2012 included $1.2 million and $2.2 million, respectively, in transaction, integration and severance costs related to the Navilyst acquisition. These costs are included in “Acquisition, restructuring and other items, net” in the statement of income. Investment funds affiliated with Avista Capital Partners, former owners of Navilyst, received approximately 9.4 million shares of our common stock and, as of August 31, 2013, held approximately 27% of our outstanding shares. Investment funds affiliated with Avista Capital Partners entered into a stockholders agreement with us as part of the transaction and also appointed two additional directors to our existing Board of Directors. |
To satisfy any working capital adjustment and potential indemnification claims that may arise, $19.1 million of purchase consideration was held in escrow at May 31, 2013, including approximately $14.0 million in cash and approximately 415 thousand shares of common stock. The indemnification claims period terminated on July 15, 2013and the escrow was released. |
Goodwill recorded as a result of the acquisition was $144.7 million. Intangible assets acquired, other than goodwill, totaled approximately $107.1 million, of which $49.4 million has been identified as customer relationships (15-year weighted average useful life), $32.5 million of trademarks (of which $28.6 million has been determined to have an indefinite useful life and the remaining $3.9 million has a 7 year weighted average useful life), $15.1 million of in-process research and development (indefinite useful life until completed) and $10.1 million of technology (6-year weighted average useful life). |
The IPR&D assets, which were accounted for as indefinite-lived assets at the time of acquisition, represent the development of a biomedical polymer additive for use in PICC and other vascular access product lines and a power injectable port which are valued at $12.1 million and $3.0 million, respectively. The biomedical polymer additive product recently received regulatory approval and the product was released in the United States in October 2012 and is being amortized over a 10 year useful life. The power injectable port is expected to be released in the United States in fiscal 2014, subject to regulatory approvals. The fair value of these intangible assets was determined based upon the present value of expected future cash flows adjusted for the probability of technological and commercial risk, utilizing a risk-adjusted discount rate. |
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The following table summarizes the fair values of the assets acquired and liabilities assumed (in thousands): |
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| | May 22, | |
| | 2012 | |
Cash and cash equivalents | | $ | 7,683 | |
Accounts receivable | | | 19,069 | |
Inventories | | | 26,851 | |
Prepaid expenses and other current assets | | | 5,504 | |
Property, plant and equipment | | | 34,017 | |
Deferred tax assets | | | 34,209 | |
Goodwill | | | 144,705 | |
Intangibles | | | 107,100 | |
Other long-term assets | | | 497 | |
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Total assets acquired | | | 379,635 | |
Liabilities assumed | | | (18,287 | ) |
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Total net assets acquired | | $ | 361,348 | |
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See Note D for additional information about changes in the carrying amount of goodwill. |