Acquisition of Spectrum LifeSciences, LLC (Tables) - Spectrum Inc.

9 Months Ended

Sep. 30, 2018

Consideration Transferred

The total consideration transferred follows (amounts in thousands):

Cash consideration	$	122,932
Equity consideration		247,575
Working capital adjustment		425
Net assets acquired	$	370,932

Components and Allocation of Purchase Price

The components and allocation of the purchase price consists of the following amounts (amounts in thousands):

Cash and cash equivalents	$	10,137
Accounts receivable		5,075
Inventory		13,502
Prepaid expenses and other assets		616
Fixed assets		6,004
Deferred tax assets		1,102
Customer relationships		78,400

Developed technology		38,560
Trademark and tradename		2,160
Non-competition agreements		960
Goodwill		265,722
Accounts payable		(1,335	)
Unrecognized tax benefit		(576	)
Accrued liabilities		(5,787	)
Deferred tax liabilities		(43,608	)
Fair value of net assets acquired	$	370,932

Unaudited Supplemental Pro Forma Information

The following table presents unaudited supplemental pro forma information as if the Spectrum Acquisition had occurred as of January 1, 2016 (amounts in thousands, except per share data):

	Pro-forma Nine Months Ended September 30, 2017
Total revenue		121,301
Net income		14,994
Earnings per share:
Basic	$	0.36
Diluted	$	0.36