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Acquisitions | 12 Months Ended
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Dec. 31, 2019
Business Combinations [Abstract] |
Acquisitions |
3. | Acquisitions
On April 30, 2018, the Company completed the acquisition of Spinal Kinetics Inc. (“Spinal Kinetics”), a privately held developer and manufacturer of artificial cervical and lumbar discs for $45.0 million in net cash, subject to certain adjustments, plus potential milestone payments of up to $60.0 million in cash. The results of operations for Spinal Kinetics have been included in the Company’s financial results since the acquisition date, April 30, 2018. The fair value of the consideration transferred was $76.6 million, which consisted of the following:
(U.S. Dollars, in thousands) |  |  |  |
Fair value of consideration transferred |  |  |  |
Cash paid |  | $ | 51,109 |
Contingent consideration |  |  | 25,491 |
Total fair value of consideration transferred |  | $ | 76,600 |
The contingent consideration consists of potential future milestone payments of up to $60.0 million in cash. The milestone payments include (i) up to $15.0 million if the U.S. Food and Drug Administration (the “FDA”) grants approval of Spinal Kinetics’ M6-C artificial cervical disc (the “FDA Milestone”) and (ii) revenue-based milestone payments of up to $45.0 million in connection with future sales of the M6-C artificial cervical disc and the M6-L artificial lumbar disc. Milestones must be achieved within five years of the Acquisition Date to trigger applicable payments. Refer to Note 11 for further discussion of the valuation of the contingent milestone payments. The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date:
(U.S. Dollars, in thousands) |  | Preliminary Acquisition Date Fair Value as Previously Reported |  |  | Adjustments |  |  | Final Acquisition Date Fair Value |  |  | Assigned Useful Life
Assets acquired |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 6,785 |  |  | $ | — |  |  | $ | 6,785 |  |  |
Restricted cash |  |  | 30 |  |  |  | — |  |  |  | 30 |  |  |
Trade accounts receivable |  |  | 1,705 |  |  |  | — |  |  |  | 1,705 |  |  |
Inventories |  |  | 8,175 |  |  |  | — |  |  |  | 8,175 |  |  |
Prepaid expenses and other current assets |  |  | 315 |  |  |  | — |  |  |  | 315 |  |  |
Property, plant and equipment |  |  | 2,285 |  |  |  | — |  |  |  | 2,285 |  |  |
Other long-term assets |  |  | 320 |  |  |  | — |  |  |  | 320 |  |  |
Developed technology |  |  | 12,400 |  |  |  | — |  |  |  | 12,400 |  |  | 10 years
In-process research and development ("IPR&D") |  |  | 26,800 |  |  |  | — |  |  |  | 26,800 |  |  | Indefinite
Tradename |  |  | 100 |  |  |  | — |  |  |  | 100 |  |  | 2 years
Deferred income taxes |  |  | 2,374 |  |  |  | 1,220 |  |  |  | 3,594 |  |  |
Total identifiable assets acquired |  | $ | 61,289 |  |  | $ | 1,220 |  |  | $ | 62,509 |  |  |
Liabilities assumed |  |  |  |  |  |  |  |  |  |  |  |  |  |
Trade accounts payable |  | $ | 351 |  |  | $ | — |  |  | $ | 351 |  |  |
Other current liabilities |  |  | 2,873 |  |  |  | (4 | ) |  |  | 2,869 |  |  |
Other long-term liabilities |  |  | 301 |  |  |  | — |  |  |  | 301 |  |  |
Total liabilities assumed |  |  | 3,525 |  |  |  | (4 | ) |  |  | 3,521 |  |  |
Goodwill |  |  | 18,836 |  |  |  | (1,224 | ) |  |  | 17,612 |  |  |
Total fair value of consideration transferred |  | $ | 76,600 |  |  | $ | — |  |  | $ | 76,600 |  |  |
The $17.6 million of goodwill recognized was assigned to the Global Spine reporting segment. On February 6, 2019, the Company obtained FDA approval of the M6-C artificial cervical disc for patients suffering from cervical disease degeneration. Following FDA approval, the Company transferred $26.8 million from IPR&D to developed technology, and began amortization over 10 years. The Company did not recognize any acquisition related costs during the year ended December 31, 2019 and recorded $3.3 million and $0.8 million of acquisition related costs during the years ended December 31, 2018 and December 31, 2017, respectively, within general and administrative expenses. The Company’s results of operations included net sales of $12.4 million and $8.7 million related to Spinal Kinetics for the years ended December 31, 2019 and 2018, respectively. Additionally, the Company’s results of operations included net losses of $9.3 million and $5.8 million related to Spinal Kinetics for the years ended December 31, 2019 and 2018, respectively. Options Medical, LLC Asset Acquisition On January 31, 2019, the Company acquired certain assets of Options Medical, LLC (“Options Medical”), a medical device distributor based in Florida. Under the terms of the acquisition, the parties agreed to terminate an existing exclusive sales representative agreement, employees of Options Medical became employees of the Company, and the Company acquired all customer lists and customer information related to the sale of the Company’s products. As consideration for the assets acquired, the Company paid $6.4 million. The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date:
(U.S. Dollars, in thousands) |  | Fair Value |  |  | Balance Sheet Classification |  | Assigned Useful Life
Assets acquired |  |  |  |  |  |  |  |
Operating lease assets |  | $ | 175 |  |  | Other long-term assets |  |
Customer relationships |  |  | 5,832 |  |  | Intangible assets, net |  | 10 years
Assembled workforce |  |  | 568 |  |  | Intangible assets, net |  | 5 years
Total identifiable assets acquired |  | $ | 6,575 |  |  |  |  |
Liabilities assumed |  |  |  |  |  |  |  |
Operating lease liability - short-term |  | $ | 69 |  |  | Other current liabilities |  |
Operating lease liability - long-term |  |  | 106 |  |  | Other long-term liabilities |  |
Total liabilities assumed |  |  | 175 |  |  |  |  |
Total fair value of consideration transferred |  | $ | 6,400 |  |  |  |  |

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