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Acquisitions
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisitions

3.

Acquisitions

On April 30, 2018, the Company completed the acquisition of Spinal Kinetics Inc. (“Spinal Kinetics”), a privately held developer and manufacturer of artificial cervical and lumbar discs for $45.0 million in net cash, subject to certain adjustments, plus potential milestone payments of up to $60.0 million in cash. The results of operations for Spinal Kinetics have been included in the Company’s financial results since the acquisition date, April 30, 2018.

The fair value of the consideration transferred was $76.6 million, which consisted of the following:

 

(U.S. Dollars, in thousands)

 

 

 

 

Fair value of consideration transferred

 

 

 

 

Cash paid

 

$

51,109

 

Contingent consideration

 

 

25,491

 

Total fair value of consideration transferred

 

$

76,600

 

 

The contingent consideration consists of potential future milestone payments of up to $60.0 million in cash. The milestone payments include (i) up to $15.0 million if the U.S. Food and Drug Administration (the “FDA”) grants approval of Spinal Kinetics’ M6-C artificial cervical disc (the “FDA Milestone”) and (ii) revenue-based milestone payments of up to $45.0 million in connection with future sales of the M6-C artificial cervical disc and the M6-L artificial lumbar disc. Milestones must be achieved within five years of the Acquisition Date to trigger applicable payments. Refer to Note 11 for further discussion of the valuation of the contingent milestone payments.

The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date:

(U.S. Dollars, in thousands)

 

Preliminary Acquisition Date Fair Value as Previously Reported

 

 

Adjustments

 

 

Final Acquisition Date Fair Value

 

 

Assigned Useful Life

Assets acquired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,785

 

 

$

 

 

$

6,785

 

 

 

Restricted cash

 

 

30

 

 

 

 

 

 

30

 

 

 

Trade accounts receivable

 

 

1,705

 

 

 

 

 

 

1,705

 

 

 

Inventories

 

 

8,175

 

 

 

 

 

 

8,175

 

 

 

Prepaid expenses and other current assets

 

 

315

 

 

 

 

 

 

315

 

 

 

Property, plant and equipment

 

 

2,285

 

 

 

 

 

 

2,285

 

 

 

Other long-term assets

 

 

320

 

 

 

 

 

 

320

 

 

 

Developed technology

 

 

12,400

 

 

 

 

 

 

12,400

 

 

10 years

In-process research and development ("IPR&D")

 

 

26,800

 

 

 

 

 

 

26,800

 

 

Indefinite

Tradename

 

 

100

 

 

 

 

 

 

100

 

 

2 years

Deferred income taxes

 

 

2,374

 

 

 

1,220

 

 

 

3,594

 

 

 

Total identifiable assets acquired

 

$

61,289

 

 

$

1,220

 

 

$

62,509

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities assumed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

$

351

 

 

$

 

 

$

351

 

 

 

Other current liabilities

 

 

2,873

 

 

 

(4

)

 

 

2,869

 

 

 

Other long-term liabilities

 

 

301

 

 

 

 

 

 

301

 

 

 

Total liabilities assumed

 

 

3,525

 

 

 

(4

)

 

 

3,521

 

 

 

Goodwill

 

 

18,836

 

 

 

(1,224

)

 

 

17,612

 

 

 

Total fair value of consideration transferred

 

$

76,600

 

 

$

 

 

$

76,600

 

 

 

 

The $17.6 million of goodwill recognized was assigned to the Global Spine reporting segment.

On February 6, 2019, the Company obtained FDA approval of the M6-C artificial cervical disc for patients suffering from cervical disease degeneration. Following FDA approval, the Company transferred $26.8 million from IPR&D to developed technology, and began amortization over 10 years.

The Company did not recognize any acquisition related costs during the year ended December 31, 2019 and recorded $3.3 million and $0.8 million of acquisition related costs during the years ended December 31, 2018 and December 31, 2017, respectively, within general and administrative expenses. The Company’s results of operations included net sales of $12.4 million and $8.7 million related to Spinal Kinetics for the years ended December 31, 2019 and 2018, respectively. Additionally, the Company’s results of operations included net losses of $9.3 million and $5.8 million related to Spinal Kinetics for the years ended December 31, 2019 and 2018, respectively.

Options Medical, LLC Asset Acquisition

 

On January 31, 2019, the Company acquired certain assets of Options Medical, LLC (“Options Medical”), a medical device distributor based in Florida. Under the terms of the acquisition, the parties agreed to terminate an existing exclusive sales representative agreement, employees of Options Medical became employees of the Company, and the Company acquired all customer lists and customer information related to the sale of the Company’s products. As consideration for the assets acquired, the Company paid $6.4 million. The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date:

 

(U.S. Dollars, in thousands)

 

Fair Value

 

 

Balance Sheet Classification

 

Assigned Useful Life

Assets acquired

 

 

 

 

 

 

 

 

Operating lease assets

 

$

175

 

 

Other long-term assets

 

 

Customer relationships

 

 

5,832

 

 

Intangible assets, net

 

10 years

Assembled workforce

 

 

568

 

 

Intangible assets, net

 

5 years

Total identifiable assets acquired

 

$

6,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities assumed

 

 

 

 

 

 

 

 

Operating lease liability - short-term

 

$

69

 

 

Other current liabilities

 

 

Operating lease liability - long-term

 

 

106

 

 

Other long-term liabilities

 

 

Total liabilities assumed

 

 

175

 

 

 

 

 

Total fair value of consideration transferred

 

$

6,400