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Business Acquisition
9 Months Ended
Sep. 30, 2016
Business Combinations [Abstract]  
Business Acquisition
Business Acquisition

On January 4, 2016, we acquired all of the stock of SurgiQuest, Inc. ("SurgiQuest") for $257.7 million in cash (based on an aggregate purchase price of $265 million as adjusted pursuant to the merger agreement governing the acquisition). SurgiQuest develops, manufactures and markets the AirSeal® System, the first integrated access management technology for use in laparoscopic and robotic procedures. This proprietary and differentiated access system is complementary to our current advanced surgical offering. The acquisition was funded through a combination of cash on hand and long-term borrowings.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as a result of the SurgiQuest acquisition. The assessment of fair value is preliminary and is based on information that was available to management at the time the consolidated condensed financial statements were prepared. Accordingly, the allocation of purchase price is preliminary and therefore subject to adjustment in future periods.
Cash
$
1,305

Other current assets
16,681

Current assets
17,986

Property, plant & equipment
3,332

Goodwill
136,358

Customer and distributor relationships
76,420

Developed technology
49,600

Trademarks & tradenames
4,780

Other non-current assets
302

Total assets acquired
$
288,778

 
 
Current liabilities assumed
10,586

Deferred income taxes
20,009

Other long-term liabilities
454

Total liabilities assumed
31,049

Net assets acquired
$
257,729



The goodwill recorded as part of the acquisition primarily represents revenue synergies, as well as operating efficiencies and cost savings. Goodwill deductible for tax purposes is $11.5 million. The weighted amortization period for intangibles acquired is 20 years. Customer and distributor relationships, developed technology and trademarks and tradenames are being amortized over a weighted average life of 22, 17 and 23 years, respectively.

The unaudited pro forma information for the three and nine months ended September 30, 2016 and 2015, assuming SurgiQuest occurred as of January 1, 2015 are presented below. This information has been prepared for comparative purposes only and does not purport to be indicative of the results of operations which actually would have resulted had the SurgiQuest acquisition occurred on the dates indicated, or which may result in the future.

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Net sales
$
184,792

 
$
181,045

 
$
559,426

 
$
562,935

Net income
9,342

 
(274
)
 
21,988

 
(7,939
)

 
These pro forma results include certain adjustments, primarily due to increases in amortization expense due to fair value adjustments of intangible assets, increases in interest expense due to additional borrowings incurred to finance the acquisition, and acquisition related costs including transaction costs such as legal, accounting, valuation and other professional services as well as integration costs such as severance and retention.

Acquisition related costs included in the determination of pro forma net income for the three and nine months ended September 30, 2016 totaled $3.3 million and $17.4 million, respectively. Such amounts are excluded from the determination of pro forma net income for the three and nine months ended September 30, 2016.

Net sales associated with SurgiQuest of $17.3 million and $48.5 million have been recorded in the consolidated condensed statements of comprehensive income for the three and nine months ended September 30, 2016, respectively. It is impracticable to determine the earnings recorded in the consolidated condensed statements of comprehensive income associated with the SurgiQuest acquisition for the three and nine months ended September 30, 2016 as these amounts are not separately measured.