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Merger and Acquisitions | 6 Months Ended
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Jun. 30, 2024
Business Combinations [Abstract] |
Merger and Acquisitions | 3. Mergers and acquisitions Merger with SeaSpine On January 5, 2023, the Company and SeaSpine completed an all-stock merger of equals (the "Merger") to create a leading global spine and orthopedics company with highly complementary portfolios of biologics, innovative spinal hardware, bone growth therapies, specialized orthopedic solutions, and a leading surgical navigation system. As a result of the Merger, each share of SeaSpine common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 0.4163 shares of Orthofix common stock. During the fourth quarter of 2023, the Company finalized its valuation of assets acquired and liabilities assumed. The following table summarizes the fair value of assets acquired and liabilities assumed at the acquisition date:
(U.S. Dollars, in thousands) |  | Final Acquisition Date Fair Value |  |  | Assigned Useful Life
Assets acquired: |  |  |  |  |
Current assets |  |  |  |  |
Cash and cash equivalents |  | $ | 29,419 |  |  |
Accounts receivable, net |  |  | 35,313 |  |  |
Inventories |  |  | 132,636 |  |  |
Prepaid expenses and other current assets |  |  | 4,590 |  |  |
Total current assets |  |  | 201,958 |  |  |
Property, plant, and equipment, net |  |  | 68,863 |  |  |
Customer relationships |  |  | 33,100 |  |  | 13 years
Developed technology |  |  | 47,200 |  |  | 6 - 8 years
In-process research and development ("IPR&D") |  |  | 5,750 |  |  | Indefinite
Other long-term assets |  |  | 20,501 |  |  |
Total identifiable assets acquired |  | $ | 377,372 |  |  |
Liabilities assumed: |  |  |  |  |
Current liabilities |  |  |  |  |
Accounts payable |  | $ | 21,602 |  |  |
Other current liabilities |  |  | 43,521 |  |  |
Total current liabilities |  |  | 65,123 |  |  |
Long-term borrowings under SeaSpine credit facility |  |  | 26,298 |  |  |
Other long-term liabilities |  |  | 32,823 |  |  |
Total liabilities assumed |  |  | 124,244 |  |  |
Net identifiable assets acquired |  | $ | 253,128 |  |  |
Total fair value of consideration transferred |  |  | 376,745 |  |  |
Residual goodwill |  | $ | 123,617 |  |  |
The Company recognized ($0.1) million and $0.1 million in direct acquisition-related costs, which excluded integration-related activities that were expensed during the three and six months ended June 30, 2024, respectively, compared to $3.3 million and $9.8 million expensed during the three and six months ended June 30, 2023, respectively. These costs are included in the condensed consolidated statements of operations and comprehensive loss, primarily within general and administrative expenses. The Company's results of operations included net sales from SeaSpine of $71.5 million and $142.0 million for the three and six months ended June 30, 2024, respectively, and net losses of $20.4 million and $34.7 million from SeaSpine for the three and six months ended June 30, 2024, respectively. This compares to $64.4 million and $125.3 million of net sales from SeaSpine for the three and six months ended June 30, 2023, respectively, and net losses of $24.9 million and $52.8 million for the three and six months ended June 30, 2023, respectively. Due to the completion of the Merger on January 5, 2023, all SeaSpine financial results for fiscal year 2023, except for the first four days of January, were included in the Company's condensed consolidated statement of operations and comprehensive loss. Therefore, the Company did not prepare unaudited pro forma financial information for the three and six months ended June 30, 2023 or 2024, on the basis that the Merger was completed on January 1, 2023.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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