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Acquisitions
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Acquisitions

4.

Acquisitions

FITBONE Asset Purchase Agreement

On February 3, 2020, the Company, through a wholly owned subsidiary, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Wittenstein SE (“Wittenstein”), a privately-held German-based company, to acquire assets associated with the FITBONE intramedullary lengthening system for limb lengthening of the femur and tibia bones. Under the terms of the Purchase Agreement, as consideration for the acquired assets, the Company paid $18.0 million in cash consideration and entered into a Contract Manufacturing and Supply Agreement (“CMSA”) with Wittenstein. The Company has accounted for this acquisition as a business combination. The acquisition was completed on March 26, 2020.

The following table summarizes the final fair values of assets acquired and liabilities assumed at the acquisition date. The Company’s purchase accounting was completed in the fourth quarter of 2020.

 

(U.S. Dollars, in thousands)

 

Acquisition Date Fair Value

 

 

Balance Sheet Classification

 

Assigned Useful Life

Assets acquired

 

 

 

 

 

 

 

 

Inventories

 

$

528

 

 

Inventories

 

 

Developed technology

 

 

4,500

 

 

Intangible assets, net

 

8 years

Customer relationships

 

 

800

 

 

Intangible assets, net

 

15 years

Trade name

 

 

600

 

 

Intangible assets, net

 

15 years

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

 

 

300

 

 

Intangible assets, net

 

Indefinite

Total identifiable assets acquired

 

 

6,728

 

 

 

 

 

Goodwill

 

 

11,272

 

 

 

 

 

Total fair value of consideration transferred

 

$

18,000

 

 

 

 

 

 

The Company recorded goodwill of $11.3 million in connection with the acquisition, of which $11.1 million was assigned to the Global Extremities reporting segment and $0.2 million was assigned to the Global Spine reporting segment. Specifically, goodwill includes synergies associated with the purchase of the acquired assets and is expected to be deductible for tax purposes.

The IPR&D intangible asset is considered an indefinite-lived asset until the completion or abandonment of the associated research and development efforts. Accordingly, during the development period after the acquisition, this asset is not amortized but, instead,

is subject to impairment review and testing provisions. Upon completion of the IPR&D project, the Company will determine the useful life of the asset and begin amortization.

The Company also entered into a CMSA with Wittenstein for an initial term of up to two years to manufacture the FITBONE product line. The Company is accounting for the CMSA as a finance lease. See Note 9 for further discussion of the recognized finance lease.

The Company recorded $0.4 million and $0.6 million of acquisition related costs during the years ended December 31, 2020 and 2019, respectively. These costs are included in the consolidated statements of operations within general and administrative expenses. Additionally, The Company’s results of operations included net sales of $1.9 million related to the FITBONE product line for the year ended December 31, 2020. The Company did not recognize any revenues related to the FITBONE product line for the year ended December 31, 2019.

Distributor Acquisition

 

In July 2020, the Company, through a wholly owned subsidiary, entered into an agreement to acquire certain assets of a medical device distributor. The Company agreed to pay consideration of up to $7.6 million in accordance with the parties’ agreement.

The following table summarizes the fair values of assets acquired and of consideration paid:

 

(U.S. Dollars, in thousands)

 

Fair Value

 

 

Balance Sheet Classification

 

Assigned Useful Life

Fair Value of Consideration Transferred

 

 

 

 

 

 

 

 

Cash paid or payable

 

$

7,200

 

 

 

 

 

Contingent consideration

 

 

375

 

 

 

 

 

Total fair value of consideration transferred

 

$

7,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of assets acquired

 

 

 

 

 

 

 

 

Customer relationships

 

$

7,340

 

 

Intangible assets, net

 

5 years

Assembled workforce

 

 

235

 

 

Intangible assets, net

 

5 years

Total fair value of assets acquired

 

$

7,575

 

 

 

 

 

 

Spinal Kinetics Inc. Acquisition

In April 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, plus potential milestone payments of up to $60.0 million in cash. The total fair value of consideration transferred was $76.6 million. Goodwill attributable to the Spinal Kinetics acquisitions was assigned to the Global Spine reporting segment and is not deductible for tax purposes.

 

Options Medical, LLC Asset Acquisition

 

In January 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.

 

 

Purchase Price Allocations for Acquisitions Completed in 2019 and 2018

 

(U.S. Dollars, in thousands)

 

Spinal Kinetics

 

 

Assigned

Useful

Life

 

Options Medical

 

 

Assigned

Useful

Life

Assets acquired

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,785

 

 

 

 

$

 

 

 

Restricted cash

 

 

30

 

 

 

 

 

 

 

 

Accounts receivable

 

 

1,705

 

 

 

 

 

 

 

 

Inventories

 

 

8,175

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

 

315

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

2,285

 

 

 

 

 

 

 

 

Other long-term assets

 

 

320

 

 

 

 

 

175

 

 

 

Intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

 

 

N/A

 

 

5,832

 

 

10 years

Developed technology

 

 

12,400

 

 

10 years

 

 

 

 

N/A

In-process research and development

 

 

26,800

 

 

Indefinite

 

 

 

 

N/A

Tradename

 

 

100

 

 

2 years

 

 

 

 

N/A

Assembled workforce

 

 

 

 

N/A

 

 

568

 

 

5 years

Deferred income taxes

 

 

3,594

 

 

 

 

 

 

 

 

Total identifiable assets acquired

 

$

62,509

 

 

 

 

$

6,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities assumed

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

351

 

 

 

 

$

 

 

 

Other current liabilities

 

 

2,869

 

 

 

 

 

69

 

 

 

Other long-term liabilities

 

 

301

 

 

 

 

 

106

 

 

 

Total liabilities assumed

 

 

3,521

 

 

 

 

 

175

 

 

 

Goodwill

 

 

17,612

 

 

 

 

 

 

 

 

Total fair value of consideration transferred

 

$

76,600

 

 

 

 

$

6,400