v3.22.4

BUSINESS COMBINATIONS (Tables) | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the total consideration paid for Pega Medical and the preliminary allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date:
Fair value of estimated total acquisition consideration |  | $ | 32,045 |
Assets |  |
Cash |  | 312 |
Accounts receivable-trade |  | 2,100 |
Inventories |  | 4,875 |
Prepaid expenses and other current assets |  | 366 |
Property and equipment |  | 582 |
Amortizable intangible assets |  | 10,370 |
Other intangible assets |  | 3,040 |
Total assets |  | 21,645 |
Liabilities |  |
Accounts payable-trade |  | 1,682 |
Other current liabilities |  | 1,141 |
Deferred tax liability |  | 3,305 |
Total liabilities |  | 6,128 |
Less: total net assets |  | 15,517 |
Goodwill |  | $ | 16,528 |
The following table summarizes the total consideration paid for MD Ortho and the preliminary allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date:
Fair value of estimated total acquisition consideration |  | $ | 18,487 |
Assets |  |
Cash |  | 420 |
Accounts receivable-trade |  | 1,062 |
Inventories |  | 1,126 |
Prepaid expenses and other current assets |  | 100 |
Property and equipment |  | 2,444 |
Amortizable intangible assets |  | 9,120 |
Other intangible assets |  | 2,410 |
Total assets |  | 16,682 |
Liabilities |  |
Accounts payable and accrued liabilities |  | 45 |
Other current liabilities |  | 586 |
Deferred tax liability |  | 3,014 |
Total liabilities |  | 3,645 |
Less: total net assets |  | 13,037 |
Goodwill |  | $ | 5,450 |
The following table summarizes the total consideration paid for ApiFix and allocation of purchase price to the final fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
Description |  | Amount
Fair value of total acquisition consideration |  | $ | 87,379 |
Assets |  |
Cash |  | 344 |
Accounts receivable-trade |  | 245 |
Inventories |  | 685 |
Prepaid expenses and other current assets |  | 77 |
Property and equipment |  | 153 |
Amortizable intangible assets |  | 32,150 |
Other intangible assets |  | 8,640 |
Operating lease right-of-use asset |  | 104 |
Total assets |  | 42,398 |
Liabilities |  |
Accounts payable and accrued liabilities |  | 226 |
Operating lease liabilities |  | 106 |
Other current liabilities |  | 270 |
Deferred income taxes |  | 6,487 |
Total liabilities |  | 7,089 |
Less: total net assets |  | 35,309 |
Goodwill |  | $ | 52,070 |
The following table summarizes the total consideration paid for Telos and allocation of purchase price to the final fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
Description |  | Amount
Fair value of total acquisition consideration |  | $ | 3,318 |
Assets |  |
Cash |  | 81 |
Accounts receivable-trade |  | 215 |
Prepaid expenses and other current assets |  | 38 |
Property and equipment |  | 10 |
Amortizable intangible assets |  | 950 |
Other intangible assets |  | $ | 210 |
Total assets |  | 1,504 |
Liabilities |  |
Accounts payable and accrued liabilities |  | 60 |
Total liabilities |  | 60 |
Less: total net assets |  | 1,444 |
Goodwill |  | $ | 1,874 |
Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination | The fair value of identifiable intangible assets was based on preliminary valuations using a combination of the income and cost approach, inputs which would be considered Level 3 under the fair value hierarchy. The estimated fair value and useful life of identifiable intangible assets are as follows:
|  | Amount |  | Remaining Economic Useful Life
Trademarks / Names |  | $ | 3,040 |  |  | Indefinite
Patents |  | 3,141 |  |  | 10 years
Customer Relationships & Other |  | 7,229 |  |  | 15 years
|  | $ | 13,410 |  |  |
The fair value of identifiable intangible assets was based on preliminary valuations using a combination of the income and cost approach, inputs which would be considered Level 3 under the fair value hierarchy. The estimated fair value and useful life of identifiable intangible assets are as follows:
|  | Amount |  | Remaining Economic Useful Life
Trademarks / Names |  | $ | 2,410 |  |  | Indefinite
Patents |  | 2,660 |  |  | 10 years
Customer Relationships |  | 6,460 |  |  | 15 years
|  | $ | 11,530 |  |  |
The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach, inputs which would be considered Level 3 under the fair value hierarchy. The estimated fair value and useful life of identifiable intangible assets are as follows:
|  | Amount |  | Remaining Economic Useful Life
Trademarks / Names |  | $ | 8,640 |  |  | Indefinite
Patents |  | 31,720 |  |  | 15 years
Customer Relationships |  | 230 |  |  | 10 years
Non-competition Agreements |  | 200 |  |  | 4 years
|  | $ | 40,790 |  |  |
The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach, inputs which would be considered Level 3 under the fair value hierarchy. The estimated fair value and useful life of identifiable intangible assets are as follows:
|  | Amount |  | Remaining Economic Useful Life
Trademarks / Names |  | $ | 210 |  |  | Indefinite
Customer Relationships |  | 910 |  |  | 10 years
Non-competition Agreements |  | 40 |  |  | 5 years
|  | $ | 1,160 |  |  |
Schedule of Business Acquisition, Pro Forma Information | The following table represents the pro forma net revenue and net loss assuming the acquisitions of MD Ortho and Pega Medical occurred on January 1, 2021.
|  | December 31,
|  | 2022 |  | 2021
Net revenue |  | $ | 128,648 |  |  | $ | 113,899 |
Net income (loss) |  | $ | 2,110 |  |  | $ | (12,810) |
Schedule of Total Consideration Transferred After Discounting Future Payments | The following table reconciles the total consideration transferred after discounting the future payments:
|  | Consideration |  | Present Value
Cash consideration |  | $ | 2,000 |  |  | $ | 2,000 |
Payment of ApiFix transaction related costs |  | 67 |  |  | 67 |
Issuance of common stock |  | 35,176 |  |  | 35,176 |
Anniversary payments |  | 30,000 |  |  | 22,620 |
System sales payment |  | 41,741 |  |  | 27,190 |
Total consideration transferred |  | $ | 108,984 |  |  | $ | 87,053 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | Presented below is a summary of the present value of the anniversary payments and fair value of the system sales payment related to the ApiFix acquisition:
|  | December 31, 2022 |  | December 31, 2021 |  | December 31, 2020
Anniversary Payments: |  |  |  |  |  |
Second Year Payment |  | $ | — |  |  | $ | 12,862 |  |  | $ | 12,233 |
Third Year Payment |  | 7,815 |  |  | 7,075 |  |  | 6,335 |
Fourth Year Payment |  | 8,019 |  |  | 7,234 |  |  | 6,449 |
Total acquisition installment payable |  | 15,834 |  |  | 27,171 |  |  | 25,017 |
Less: current portion of acquisition installment payable |  | 7,815 |  |  | 12,862 |  |  | 12,233 |
Acquisition installment payable, net of current portion |  | 8,019 |  |  | 14,309 |  |  | 12,784 |
System sales payment |  | 2,980 |  |  | 28,910 |  |  | 30,710 |
ApiFix future consideration, net of current portion |  | $ | 10,999 |  |  | $ | 43,219 |  |  | $ | 43,494 |

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- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. + References No definition available. + Details
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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of characteristics and cost, by total and major class, of indefinite-lived intangible assets acquired as part of a business combination. Indefinite-lived intangible assets are assets that have no physical form, but have expected future economic benefit. The future benefit is not expected to diminish over a stated period of time. Acquired indefinite-lived intangible assets are disclosed by major class (assets that can be grouped together because they are similar, either by their nature or by their use in operations of the entity) and in total. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4922-128472 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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