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Mergers and Acquisitions | 12 Months Ended
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Dec. 31, 2024
Business Combinations [Abstract] |
Mergers and Acquisitions | 4. 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 global medical technology company that provides medical technologies that heal musculoskeletal pathologies, and delivers exceptional experiences and life-changing solutions to patients around the world. 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. The Company finalized its valuation of assets acquired and liabilities assumed during the fourth quarter of 2023. Certain acquired assets and liabilities assumed were valued utilizing Level 3 inputs and assumptions.
(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 did no t recognize any direct acquisition-related costs, which exclude integration-related activities, during the year ended December 31, 2024, however, the Company recognized $9.9 million in such costs that were expensed during the year ended December 31, 2023. These costs are included in the consolidated statements of operations and comprehensive loss, primarily within general and administrative expenses. The Company's results of operations included $294.0 million of net sales from SeaSpine for the year ended December 31, 2024, and a net loss attributable to SeaSpine of $63.4 million for the year ended December 31, 2024. The Company's results of operations included $258.9 million of net sales from SeaSpine for the year ended December 31, 2023, and a net loss attributable to SeaSpine of $84.0 million for the year ended December 31, 2023. Due to the consummation of the Merger occurring 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 year ended December 31, 2023 or 2024, on the basis that the Merger was completed on January 1, 2023. Integration and Restructuring Activities The Company has incurred significant integration and restructuring costs in connection with the Merger. The following table summarizes integration costs incurred for the year ended December 31, 2024, and 2023.
|  | For the Year Ended December 31, |
(U.S. Dollars, in millions) |  | 2024 |  |  | 2023 |
Compensation-related integration costs |  | $ | 4.0 |  |  | $ | 17.7 |
International spine restructuring |  |  | 0.5 |  |  |  | 1.3 |
Fee paid to financial advisor to the Merger |  |  | — |  |  |  | 5.5 |
Professional fees / consulting fees |  |  | 2.1 |  |  |  | 5.8 |
Product rationalization charges |  |  | 9.7 |  |  |  | 6.0 |
Other costs |  |  | 1.5 |  |  |  | 1.4 |
Total |  | $ | 17.8 |  |  | $ | 37.7 |
After the consummation of the Merger, the Company approved and initiated certain restructuring activities to streamline costs and to better align talent with operational needs, including review of the Company's international spine business. As reported in the prior year, the Company expected to incur total pre-tax expenses of approximately $18.2 million associated with restructuring activities, which were recognized in operating expenses and resulted in accrued liabilities of $7.0 million as of December 31, 2023. The Company paid all remaining liabilities related to these activities in 2024, which primarily related to severance and retention payments.

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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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