Asset Purchase Agreement (Tables)

12 Months Ended

Dec. 31, 2021

Asset Purchase Agreement [Abstract]

Fair Value of Consideration Exchanged

The tables below present the consideration paid to Celularity and the fair value of the Assets acquired on August 6, 2020 (dollars in thousands):

Purchase Consideration
Cash paid at closing	$	18.9
Cash paid pursuant to letter of intent		1.1
Note payable to seller		4.0
Total Consideration	$	24.0

Fair Value of Net Assets Acquired
Inventory	$	1.9
Property and equipment		0.4
Intangible assets (1)		14.4
Goodwill (2)		7.3
Total fair value of net assets acquired	$	24.0

1. Intangible assets, as summarized below, are recorded at their estimated fair value. The estimated fair value of the acquired customer relationships is determined using the multi-period excess earnings method. At December 31, 2020, the Company determined that intangible assets related to certain customer relationships was impaired. See Note 8 for additional discussion of this impairment. The estimated fair value of the acquired patent and trade names is based on a relief from royalty method. The estimated useful lives for intangible assets were determined based on the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows.

2. Goodwill represents the excess of the total purchase consideration over fair value of the assets recognized and represents the future economic benefits that we believe will result from combining the operations of SANUWAVE and UltraMIST®, including expected future synergies and operating efficiencies. Goodwill resulting from the Transaction has been assigned to the Company’s lone operating segment. Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred.  The goodwill recognized is expected to be deductible for income tax purposes (dollars in thousands).

Estimates of Fair Value of Assets Acquired

Intantible Assets	Fair Value		Useful Life (Years)
Customer relationships - UltraMIST®	$	3.8		7
Customer relationahips - Biologics		7.6		7
Patent		2.3		19
Trade names		0.7		19
Total intangible assets	$	14.4

Pro forma Information

The pro forma financial information does not reflect revenue opportunities and cost savings which the Company expected to realize as a result of the acquisition or estimates of charges related to the integration activity.

	Year Ended December 31 (unaudited)
	2020
Total revenues	$	7.8
Net Loss		(35.6	)