| | On
November 17, 2004, the Company acquired all of the assets and assumed certain
liabilities of MedSource Packaging Concepts LLC (“MedSource”), a privately-held
Virginia corporation, for a purchase price of approximately $1,464,409, consisting
of $812,516 cash, 100,000 warrants issued at a fair value of approximately $323,170
and the assumption of liabilities in the amount of approximately $328,723. This
acquisition has been accounted for as a purchase in accordance with SFAS No. 141,
Business Combinations. The excess of the purchase price over the fair value
of tangible and identifiable intangible assets of approximately $805,381 was allocated
to goodwill. The 100,000 warrants issued to MedSource were issued at a price of
$10.13, with immediate vesting, subject to their registration with the Securities
and Exchange Commission. The fair value of these warrants was calculated using
the Black-Scholes model based on the assumptions outlined in Footnote 1 of these
financial statements. MedSource was a packager of custom procedure trays with
sterile and non-sterile medical devices for use in the medical industry. The operating
results of the operations acquired from MedSource have been included in the Company’s
consolidated statements of operations from the date of acquisition. On
March 11, 2005, the Company acquired substantially all of the assets of Sub-Q
(including know-how and certain formulas, but excluding patents), in a purchase
transaction for $1,085,785, which included a $1.0 million promissory note advanced
to Sub-Q during 2004 which was applied to the purchase price. The purchase price
was allocated between fixed assets for $135,815, other intangibles (know-how and
formulas) for $450,000, and goodwill for $499,970. The acquisition was accounted
for as a purchase in accordance with SFAS No. 141, Business Combinations.
The amount allocated to goodwill will be reviewed annually for impairment or more
frequently if impairment indicators arise, in accordance with SFAS No. 142. Sub-Q
is a Delaware corporation, formed in June of 1998, and located in San Clemente,
California. Sub-Q was involved in the development, manufacture and marketing of
vascular sealing devices. In addition, Sub-Q was developing proprietary gel foam
products that may be used as an embolic and/or to stop bleeding in many areas
of health care including, among others, interventional cardiology and radiology,
wound care, gynecology, emergency room procedures and surgery. With the purchase
of the Sub-Q assets, the Company plans to develop proprietary products to be used
in interventional cardiology and radiology and, potentially, for additional medical
applications. On December 30, 2005, the Company acquired
all of the issued and outstanding capital stock of MCTec Holding B.V, a Dutch
company located in Venlo, The Netherlands from Angiotech Pharmaceuticals, Inc.
for approximately $2.4 million in cash, net of cash acquired of $741,046. MCTec
Holding B.V. is the sole shareholder of MCTec B.V., a Dutch entity primarily involved
in the coating of wires and tubings for medical devices. The purchase price was
allocated between tangible and intangible assets and liabilities assumed based
on their estimated fair values. Net tangible assets and liabilities assumed totaled
$1,556,090 and $370,955, respectively. The Company recorded goodwill for $345,356,
Other identifiable assets include a customer list and royalty agreements with
fair values of approximately $645,389 and $242,761, respectively, both of which
will be amortized over five years. |