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Acquisitions | 9 Months Ended
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Sep. 30, 2024
Business Combinations [Abstract] |
Acquisitions | 3. Acquisitions On July 10, 2023, the Company entered into a share purchase agreement to acquire Physio-Assist, which is in the business of the design, production, and marketing of medical devices for bronchial decongestion (airway clearance technique) for patients suffering from obstructive respiratory diseases. On September 14, 2023, the Company completed the acquisition of all of the issued and outstanding capital stock of Physio-Assist and its wholly-owned subsidiary PhysioAssist GmbH for a purchase price consisting of $32,250 in cash consideration and the fair value of a potential earnout of $3,178 based on future regulatory clearances. A potential earnout payment of either $13,000 (without a clinical trial requirement) or $11,000 (with a required clinical trial less related development costs) is dependent upon the achievement of one of two milestones related to U.S. Food and Drug Administration (FDA) de novo authorization or 510(k) clearance for the Simeox Airway Clearance System within four years of the date of the closing of the transaction. The fair value of the earnout liability was measured using the probability weighted expected return methodology and was discounted using a rate and probability that appropriately captures the risk associated with the obligation. Assets and liabilities of the acquired company were recorded at their estimated fair values at the date of acquisition. The excess purchase price over the fair value of net tangible assets and identifiable intangible assets acquired has been allocated to goodwill. Goodwill represents the expected synergies with the existing business, the acquired assembled workforce, and future cash flows after the acquisition. The fair value assigned to the identifiable intangible assets was determined primarily by using the excess earnings method. The key assumptions included in the excess earnings method included revenue recognized, cost of revenue, and the discount rate. The purchase accounting for this acquisition has been finalized. The following table summarizes the allocation of the purchase price over the estimated fair value of the assets acquired and liabilities assumed in the acquisition of Physio-Assist:
Cash |  | $ | 2,617 |
Accounts receivable |  |  | 184 |
Inventories |  |  | 296 |
Other assets |  |  | 325 |
Property and equipment |  |  | 82 |
Operating lease right-of-use asset |  |  | 306 |
Intangible assets |  |  | 34,100 |
Goodwill |  |  | 9,755 |
Total assets acquired |  | $ | 47,665 |
Accounts payable and accrued expenses |  | $ | 1,108 |
Bank loans |  |  | 1,922 |
Other current liabilities |  |  | 376 |
Operating lease liability |  |  | 306 |
Deferred tax liability - noncurrent |  |  | 8,525 |
Total liabilities assumed |  |  | 12,237 |
Total identifiable net assets |  | $ | 35,428 |
Cash consideration |  | $ | 32,250 |
Fair value of contingent earnout consideration |  |  | 3,178 |
Total purchase price |  | $ | 35,428 |
The consolidated financial and operating results reflect the Physio-Assist operations beginning September 14, 2023. The following unaudited pro forma information for the three and nine months ended September 30, 2023 presents total revenue and net loss assuming the acquisition of Physio-Assist had occurred as of January 1, 2023.
|  | Three months ended |  |  | Nine months ended |
|  | September 30, 2023 |  |  | September 30, 2023 |
Total revenue |  | $ | 84,680 |  |  | $ | 242,060 |
Net loss |  | $ | (45,321 | ) |  | $ | (77,266 | )

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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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