XML 27 R11.htm IDEA: XBRL DOCUMENT v3.24.2
Business Acquisition
 6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Acquisition Business Acquisition
Diros Technology
On June 17, 2023 we entered into a definitive agreement to acquire Diros Technology Inc. (“Diros”), a leading manufacturer of innovative radiofrequency ablation (“RFA”) products used to treat chronic pain conditions. On July 24, 2023, we closed the acquisition of Diros. The total purchase price paid in connection with our acquisition of Diros was $53.0 million, consisting of $2.5 million in cash paid upon entry into the definitive agreement and $50.5 million in cash paid at closing (subject to certain working capital and other adjustments), with up to an additional $7.0 million payable in contingent cash consideration based on achievement of certain performance objectives defined in the purchase agreement (the “Diros Acquisition”). The purchase price for the Diros Acquisition was funded by proceeds from our Revolving Credit Facility. The accompanying condensed consolidated income statement includes $5.1 million and $9.8 million of net sales from Diros for the three and six months ended June 30, 2024, respectively. In the three and six months ended June 30, 2024, we incurred $0.4 million and $0.6 million of costs in connection with the Diros Acquisition, which are included in “Selling and general expenses.” In the six months ended June 30, 2024, we made contingent consideration payments of $0.5 million and to date we have made contingent consideration payments of $2.0 million.
Under the acquisition method of accounting for business combinations, the purchase price paid is allocated to the underlying net assets in proportion to their respective fair values. Any excess of the purchase price over the estimated fair values is recorded as goodwill. Fair values of assets acquired and liabilities assumed are being determined using discounted cash flow analyses and the fair value of the contingent consideration is being estimated using a Monte Carlo simulation. Assumptions supporting the estimated fair values are based on facts and circumstances that existed on the valuation date. The purchase price allocation is shown in the table below (in millions):
Current assets, net of cash acquired
$7.5 
Current liabilities, excluding contingent consideration
(7.0)
Contingent consideration
(5.3)
Other noncurrent assets (liabilities), net
(0.5)
Deferred tax liabilities
(8.1)
Identifiable intangible assets
29.6 
Goodwill
33.4 
Total$49.6 
The identifiable intangible assets relating to the Diros Acquisition include the following (in millions, except years):
Identifiable Intangible Asset AmountWeighted Average Useful Lives (Years)
Trade names and trademarks
$2.9 15
Customer relationships
21.2 14
Developed technology and other
5.5 13
Total$29.6 
The following unaudited pro forma financial information is presented in the table below for the three and six months ended June 30, 2023 as if the Diros Acquisition had occurred on January 1, 2022 (in millions except per share amounts):
Three Months Ended
June 30, 2023		Six Months Ended
June 30, 2023
Net sales
$172.6 $335.4 
Net loss from continuing operations
(4.1)(11.7)
Loss from discontinued operations, net of tax(63.8)(56.5)
Net Loss
$(67.9)$(68.2)
Basic Loss Per Share
Continuing operations$(0.09)$(0.25)
Discontinued operations$(1.36)$(1.21)
Basic Loss Per Share
$(1.45)$(1.46)
Diluted Loss Per Share
Continuing operations$(0.09)$(0.25)
Discontinued operations$(1.36)$(1.21)
Diluted Loss Per Share
$(1.45)$(1.46)
The pro forma financial information has been adjusted to include the effects of the Diros Acquisition, including acquisition-related costs, amortization of acquired intangibles and related tax effects. The pro-forma financial information is not necessarily indicative of the results of operations that would have been achieved.