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Related Party Transactions
3 Months Ended
Mar. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions

Note 12. Related Party Transactions

Lease with 1565 North Central Expressway, LP

For its principal executive office, the Company leases an aggregate of approximately 11,500 square-foot space at 1565 North Central Expressway, Suite 220, Richardson, Texas 75080 from 1565 NCE, LP, a real estate investment company that is owned and controlled by Mr. Brooks. The Company’s lease arrangement includes (1) the lease acquired pursuant to the CPM Acquisition effective January 1, 2013 and (2) a lease effective July 14, 2017 entered into to support the Company’s relocation of its Fort Worth, Texas corporate offices to CPM’s executive offices. Both leases terminated December 31, 2017, with month-to-month renewals. For the three months ended March 31, 2022, and 2021, the Company paid approximately $42,000 and $42,000 in rent expense, which is reflected in selling, general, administrative, and other expenses in the Company’s accompanying interim unaudited condensed consolidated statements of operations.

AmBio Contract

The Company engaged AmBio Staffing, LLC (“AmBio”), a Texas licensed Professional Employment Organization, to provide payroll processing, employee benefit administration, and related human capital services effective January 1, 2017. Mr. Brooks owns and controls AmBio. As of March 31, 2022, AmBio operations support approximately 36 full time equivalents (“FTE”). Of those 36 FTEs, 32 FTEs directly support the Company, 3 FTEs support the operations of other companies, and 1 FTE is shared between the Company and other companies.

As of March 31, 2022, and December 31, 2021, the Company owed amounts to AmBio of approximately $158,809 and $170,784, respectively, which is reflected in the accounts payable on the Company’s accompanying interim unaudited condensed consolidated balance sheets. For the three months ended March 31, 2022, and 2021, the Company paid approximately $52,050 and $41,611, respectively, to AmBio in administrative fees, which is reflected in selling, general, administrative, and other expenses in the Company’s accompanying interim unaudited condensed consolidated statements of operations.  

Operations

Historically, the Company conducts various related-party transactions with entities that are owned by or affiliated with Mr. Brooks and Mr. Reeg. These transactions are based on wholesale contractual agreements that the Company’s management believes are on terms and conditions substantially similar to other third-party contractual arrangements. As described more fully below, these transactions include: selling and purchasing of inventory on wholesale basis, commissions earned and paid, and shared-service fee arrangements.

MedUSA Group, LLC

MedUSA Group, LLC (“MedUSA”) is a sub-distributor owned and controlled by Mr. Brooks and Mr. Reeg.

During the three months ended March 31, 2022 and 2021, the Company:

 

sold Orthopedic Implants and Biologics products to MedUSA in the amounts of approximately zero and $1,400, respectively, which is reflected in net revenues in the Company’s accompanying interim unaudited condensed consolidated statements of operations;

 

 

had zero purchases of Orthopedic Implants, medical instruments, or Biologics from MedUSA, and

 

 

incurred approximately $835,380 and $836,609, respectively, in commission costs, which is reflected in commissions in the Company’s accompanying interim unaudited condensed consolidated statements of operations.

As of March 31, 2022, and December 31, 2021, the Company had approximately $1,247,866 and $923,960, respectively, of unpaid commission costs due to MedUSA.

As of March 31, 2022, and December 31, 2021, the Company had outstanding balances due from MedUSA of approximately zero and $63,498, respectively. These amounts are reflected in accounts receivable in the Company’s accompanying interim unaudited condensed consolidated balance sheets.

 Payment terms per our stocking and distribution agreement with MedUSA are 30 days from receipt of invoice. As of March 31, 2022, MedUSA has no past due balance.

Texas Overlord, LLC

Texas Overlord, LLC (“Overlord”) is an investment holding company owned and controlled by Mr. Brooks.

During the three months ended March 31, 2022 and 2021 the Company:

 

Incurred approximately $60,000 and $60,000, respectively, in commission costs, which is reflected in commissions in the Company’s accompanying interim unaudited condensed consolidated statements of operations.

As of March 31, 2022, and December 31, 2021, the Company had approximately $100,000 and $40,000, respectively, of unpaid commission costs due to Overlord.

As of March 31, 2022, and December 31, 2021, the Company had no outstanding balances due from Overlord.

NBMJ, Inc.

NBMJ, Inc. d/b/a Incare Technology (“NBMJ”) is a durable medical equipment, wound care, and surgical supplies distributor owned and controlled by Mr. Brooks.

During the three months ended March 31, 2022, and 2021, the Company sold Biologics products to NBMJ in the amounts of approximately zero, and $13,327, respectively, which are reflected in net revenues in the Company’s accompanying interim unaudited condensed consolidated statements of operations.

As of March 31, 2022, and December 31, 2021, the Company has outstanding balances due from NBMJ of approximately $2,080 and 2,080, respectively. These amounts are reflected in accounts receivable in the Company’s accompanying interim unaudited condensed consolidated balance sheets.

 

Payment terms per the stocking and distribution agreement are 30 days from receipt of invoice. As of March 31, 2022, NBMJ has no past due balance.

Bass Bone and Spine Specialists

 

Bass Bone & Spine Specialists (“Bass”) operates as a sub-distributor of surgical implants and is owned and controlled by Mr. Brooks.

 

During the three months ended March 31, 2022, and 2021, the Company:

 

 

sold Orthopedic Implants and Biologics products to Bass in the amounts of approximately $6,550 and $7,920, respectively, which is reflected in net revenues in the Company’s accompanying interim unaudited condensed consolidated statements of operations;

 

As of March 31, 2022, and December 31, 2021, the Company has outstanding balances due from Bass of approximately $4,838

and $8,413, respectively. These amounts are reflected in accounts receivable in the Company’s accompanying interim unaudited condensed consolidated balance sheets.

 

Payment terms per the stocking and distribution agreement are 30 days from receipt of invoice. As of March 31, 2022, Bass has no past due balance.

Sintu, LLC

Sintu, LLC (“Sintu”) operates as a sub-distributor of surgical implants and is owned and controlled by Mr. Brooks.

During the three months ended March 31, 2022, and 2021, the Company incurred approximately $111,138 and $75,927, respectively, in commission costs to Sintu, which is reflected in commissions on the Company’s accompanying interim unaudited condensed consolidated statement of operations.

As of March 31, 2022, and December 31, 2021, the Company had approximately $668,366 and $557,228, respectively, of unpaid commission costs due to Sintu.

 

 

Tiger Orthopedics, LLC

 

Tiger Orthopedics, LLC (“Tiger”) operates as a sub-distributor of surgical implants and is owned and controlled by Mr. Brooks.

 

During the three months ended March 31, 2022, and 2021, the Company sold Orthopedic Implants and Biologics products to Tiger in the amounts of approximately zero and $502, respectively, which is reflected in net revenues in the Company’s accompanying interim unaudited condensed consolidated statements of operations;

 

As of March 31, 2022, and December 31, 2021, the Company has no outstanding balances due from Tiger.

 

Payment terms per the stocking and distribution agreement are 30 days from receipt of invoice. As of March 31, 2022, there is no past due balance.

 

Modal Manufacturing, LLC

 

Modal Manufacturing, LLC (“Modal”) is a manufacturer of medical devices owned and controlled by Mr. Brooks.

 

During the three months ended March 31, 2022 and 2021, the Company purchased approximately $75,354 and $180,397 respectively, in Orthopedic Implants and medical instruments from Modal, which is reflected within inventories, net of allowance on the Company’s accompanying interim unaudited condensed consolidated balance sheets.

 

As of March 31, 2022, and December 31, 2021, the Company had outstanding balances owed to Modal of approximately $863,530 and $709,234, respectively. This is reflected in accounts receivable in the Company’s accompanying condensed consolidated balance sheets.

 

Payment terms per the stocking and distribution agreement are 30 days from receipt of invoice. As of March 31, 2022, the Company had a past due balance of approximately $863,530 owed to Modal.