v3.25.1

BUSINESS COMBINATIONS AND ASSET ACQUISITIONS | 3 Months Ended
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Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS | BUSINESS COMBINATIONS AND ASSET ACQUISITIONS Boston Brace International, Inc. On January 5, 2024, the Company purchased all of the issued and outstanding share capital of Boston Brace International, Inc., a Massachusetts corporation ("Boston O&P"). Boston O&P has developed and manufactures pediatric orthotic and prosthetic devices, including non-surgical scoliosis treatment options, and provides related clinical services. Under the terms of the stock purchase agreement, the Company paid to the shareholders of Boston O&P consideration of $21,535 in cash and $233 in shares of common stock, after adjusting for closing net working capital, transaction expenses, and funded indebtedness. Additionally, certain employees and executives of Boston O&P also received awards of restricted stock of the Company which will vest in three years subject to continuous service. The Restricted Stock Award Agreements were to approximately 170 individuals for an aggregate of approximately 83,000 shares representing approximately $2,500 (based on a share price of $30.12, which was the average closing price during the four-month period ending on January 4, 2024) and were granted pursuant to the Company’s 2017 Incentive Award Plan. The restricted stock units are not considered part of the purchase consideration. The following table summarizes the total consideration paid for Boston O&P and the final 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 |  | $ | 21,767 |
Assets |  |
Cash |  | 1,310 |
Accounts receivable - trade |  | 2,749 |
Inventories |  | 1,075 |
Prepaid expenses and other current assets |  | 447 |
Property and equipment |  | 6,259 |
Amortizable intangible assets |  | 2,963 |
Other intangible assets |  | 3,610 |
Other non-current assets |  | 2,987 |
Total assets |  | 21,400 |
Liabilities |  |
Accounts payable-trade |  | 581 |
Other current liabilities |  | 2,064 |
Long-term debt, including current portion |  | 1,157 |
Deferred tax liability |  | 2,617 |
Other non-current liabilities |  | 1,803 |
Total liabilities |  | 8,222 |
Less: total net assets |  | 13,178 |
Goodwill |  | $ | 8,589 |
The fair value of identifiable intangible assets and certain long-lived 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 |  | $ | 3,610 |  |  | Indefinite
Customer Relationships & Other |  | 2,963 |  |  | 12 years
|  | $ | 6,573 |  |  |
In 2024, Boston O&P purchased all the issued and outstanding share capital or acquired the assets of multiple domestic orthotic and prosthetic device clinics. Total consideration for all O&P clinics acquired during 2024 was approximately $4,818, which comprised of $3,388 of cash and promissory notes in the original principal amount of $1,430 payable in installment s with an interest rate of 5.0% per annum. We allocated $680 to customer relationship intangible assets and $3,367 to goodwill, and the rest to net working capital and other assets acquired and liabilities assumed. The allocation of the purchase price is considered preliminary. In 2025, Boston O&P also purchased all of the issued and outstanding membership interest related to an orthotic and prosthetic device clinic. Boston O&P paid $275 in total consideration, which was comprised of $175 of cas h and a promissory note in the original principal amount of $100 with interest at a rate of 4.0% per annum.

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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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