v3.25.1
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS
3 Months Ended
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
Cash1,310 
Accounts receivable - trade2,749 
Inventories1,075 
Prepaid expenses and other current assets447 
Property and equipment6,259 
Amortizable intangible assets2,963 
Other intangible assets3,610 
Other non-current assets2,987 
Total assets21,400 
Liabilities
Accounts payable-trade581 
Other current liabilities2,064 
Long-term debt, including current portion1,157 
Deferred tax liability2,617 
Other non-current liabilities1,803 
Total liabilities8,222 
Less: total net assets13,178 
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:

AmountRemaining 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 installments 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 cash and a promissory note in the original principal amount of $100 with interest at a rate of 4.0% per annum.