Acquisitions | 9 Months Ended |
Dec. 31, 2014 |
Acquisitions | Note 3. Acquisitions |
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Acquisition of ECP Entwicklungsgesellschaft mbH |
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On July 1, 2014, the Company entered into a share purchase agreement with its wholly owned German subsidiary, Abiomed Europe GmbH (“Abiomed Europe”) and Syscore GmbH (“Syscore”), a limited liability company located in Berlin, Germany, providing for the Company’s acquisition of all of the share capital of ECP Entwicklungsgesellschaft mbH (“ECP”), a limited liability company incorporated in Germany. ECP is engaged in research, development, prototyping and the production of a percutaneous expandable catheter pump which increases blood circulation from the heart with an external drive shaft. The Company’s acquisition of ECP closed on July 1, 2014. |
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The Company acquired ECP for $13.0 million in cash, with additional potential payouts totaling $15.0 million payable to Syscore based on the achievement of certain technical, regulatory and commercial milestones. These milestone payments may be made, at the Company’s option, by a combination of cash or Abiomed common stock. With respect to such milestone payments, the share purchase agreement provides: |
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| • | | that, upon the earlier of (i) the Company’s receipt of European CE Marking approval relating to the sale of an expandable device based on certain patent rights acquired from ECP, or (ii) the Company’s bringing of a successful claim against a third party competitor (or reaching an economically equivalent settlement) for the infringement of certain patent rights acquired from ECP, it will pay Syscore an additional $7.0 million (provided that if such claim or settlement does not prohibit the third party competitor’s further marketing, production, sale, distribution, lease or use of any violating or infringing products, but only awards monetary damages to the Company or to Abiomed Europe, the amount payable to Syscore shall be limited to the lower of the amount of aggregate damages received and $7.0 million); and | | | | | | | | | | | | | |
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| • | | that, upon the first to occur of (i) the Company’s successful commercialization of one or more rotatable and expandable devices based on certain patent rights acquired from ECP, where such devices achieve aggregate worldwide revenues of $125.0 million, including the revenues of third party licensees, or (ii) the Company’s sale of (A) ECP, (B) all or substantially all of ECP’s assets, or (C) certain of ECP’s patent rights, the Company will pay to Syscore the lesser of (x) one-half of the profits earned from such sale described in the foregoing item (ii), after accounting for the costs of acquiring and operating ECP, or (y) $15.0 million (less any previous milestone payment). | | | | | | | | | | | | | |
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ECP’s Acquisition of AIS GmbH Aachen Innovative Solutions |
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In connection with the Company’s acquisition of ECP, ECP acquired all of the share capital of AIS GmbH Aachen Innovative Solutions (“AIS”), a limited liability company incorporated in Germany, pursuant to a share purchase agreement dated as of June 30, 2014, by and among ECP and AIS’s four individual shareholders. AIS, based in Aachen, Germany, holds certain intellectual property useful to ECP’s business, and, prior to being acquired by ECP, had licensed such intellectual property to ECP. |
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The purchase price for the acquisition of AIS’s share capital was approximately $2.8 million in cash and the acquisition closed immediately prior to Abiomed Europe’s acquisition of ECP. The share purchase agreement contains representations, warranties and closing conditions customary for transactions of its size and nature. |
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Preliminary Purchase Price Allocation |
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The acquisition was accounted for as a business combination. The purchase price for the acquisition has been allocated to the assets acquired and liabilities assumed based on their estimated fair values. The purchase price allocation presented herein is preliminary. The final purchase price allocation will be determined after completion of an analysis to determine the fair value of all assets acquired and liabilities assumed, but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the preliminary amounts presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocated to goodwill, and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. |
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The acquisition-date fair value of the consideration transferred is as follows: |
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| | Total | | | | | | | | | | | | | |
Acquisition | | | | | | | | | | | | |
Date Fair | | | | | | | | | | | | |
Value (in | | | | | | | | | | | | |
thousands) | | | | | | | | | | | | |
Cash consideration | | $ | 15,750 | | | | | | | | | | | | | |
Contingent consideration | | | 6,000 | | | | | | | | | | | | | |
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Total consideration transferred | | $ | 21,750 | | | | | | | | | | | | | |
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The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed on July 1, 2014, the date of acquisition (in thousands): |
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Acquired assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 53 | | | | | | | | | | | | | |
Accounts receivable | | | 25 | | | | | | | | | | | | | |
Property and equipment | | | 619 | | | | | | | | | | | | | |
In-process research and development | | | 18,500 | | | | | | | | | | | | | |
Goodwill | | | 1,964 | | | | | | | | | | | | | |
Long-term deferred tax assets | | | 874 | | | | | | | | | | | | | |
Other assets acquired | | | 141 | | | | | | | | | | | | | |
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Total assets acquired | | | 22,176 | | | | | | | | | | | | | |
Liabilities assumed: | | | | | | | | | | | | | | | | |
Accounts payable | | | 295 | | | | | | | | | | | | | |
Accrued liabilities | | | 131 | | | | | | | | | | | | | |
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Total liabilities assumed | | | 426 | | | | | | | | | | | | | |
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Net assets acquired | | $ | 21,750 | | | | | | | | | | | | | |
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IPR&D is principally the estimated fair value of the ECP and AIS technology which had not reached commercial technological feasibility nor had alternative future use at the time of the acquisition and therefore considered IPR&D, with assigned values to be allocated among the various IPR&D assets acquired. |
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Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The goodwill is not expected to be deductible for income tax purposes. |
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All legal, consulting and other costs related to the acquisition, aggregating approximately $1.1 million, have been expensed as incurred and are included in selling, general and administrative expenses in our condensed consolidated statements of operations. The results of operations for ECP and AIS are included in the Company’s condensed consolidated statements of operations for the period from the July 1, 2014 acquisition date to December 31, 2014. The Company has no material revenues and incurred $2.3 million in net losses from July 1, 2014 through December 31, 2014 associated with the operations of ECP. This also includes a $0.4 million expense for the change in fair value of the contingent consideration from July 1, 2014 to December 31, 2014. |
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The following unaudited pro forma information presents the combined results of operations for the three and nine months ended December 31, 2014 and 2013, as if the Company had completed the ECP and AIS acquisitions at the beginning of fiscal 2014. The pro forma financial information is provided for comparative purposes only and is not necessarily indicative of what actual results would have been had the acquisition occurred on the date indicated, nor does it give effect to synergies, cost savings, fair market value adjustments, immaterial amortization expense and other changes expected to result from the acquisition. Accordingly, the pro forma financial results do not purport to be indicative of consolidated results of operations as of the date hereof, for any period ended on the date hereof, or for any other future date or period. |
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The pro forma consolidated financial information has been calculated after applying the Company’s accounting policies and includes adjustments for transaction-related costs, to eliminate revenues earned by AIS from ECP and expenses paid by ECP to AIS associated with a license agreement between the two parties, interest expense incurred by ECP related to bank loans accounted as if the repayment of ECP debt had occurred on April 1, 2013 and was not outstanding during the periods, and income tax provision of AIS due to the elimination of revenue on the license agreement with ECP. |
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| | Three Months Ended | | | Nine Months Ended | |
December 31, | December 30, |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | (in $000’s) | | | (in $000’s) | |
Revenue | | $ | 62,005 | | | $ | 46,202 | | | $ | 162,766 | | | $ | 133,244 | |
Income before income tax provision | | | 13,665 | | | | 3,910 | | | | 16,409 | | | | 2,096 | |
Net income | | | 12,686 | | | | 3,652 | | | | 14,920 | | | | 1,057 | |
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