0001425450-21-000047.txt : 20210311 0001425450-21-000047.hdr.sgml : 20210311 20210311155032 ACCESSION NUMBER: 0001425450-21-000047 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 115 CONFORMED PERIOD OF REPORT: 20201231 FILED AS OF DATE: 20210311 DATE AS OF CHANGE: 20210311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOPEDIATRICS CORP CENTRAL INDEX KEY: 0001425450 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 261761833 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38242 FILM NUMBER: 21733156 BUSINESS ADDRESS: STREET 1: 2850 FRONTIER DRIVE CITY: WARSAW STATE: IN ZIP: 46582 BUSINESS PHONE: 574-268-6379 MAIL ADDRESS: STREET 1: 2850 FRONTIER DRIVE CITY: WARSAW STATE: IN ZIP: 46582 10-K 1 kids-20201231.htm 10-K kids-20201231
FYFALSE20200001425450P3YP30DP3Y00014254502020-01-012020-12-31iso4217:USD00014254502020-06-30xbrli:shares00014254502021-03-0900014254502020-12-3100014254502019-12-31iso4217:USDxbrli:shares00014254502019-01-012019-12-3100014254502018-01-012018-12-310001425450us-gaap:CommonStockMember2017-12-310001425450us-gaap:AdditionalPaidInCapitalMember2017-12-310001425450us-gaap:RetainedEarningsMember2017-12-310001425450us-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-3100014254502017-12-310001425450us-gaap:RetainedEarningsMember2018-01-012018-12-310001425450us-gaap:CommonStockMember2018-01-012018-12-310001425450us-gaap:AdditionalPaidInCapitalMember2018-01-012018-12-310001425450us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-310001425450us-gaap:CommonStockMember2018-12-310001425450us-gaap:AdditionalPaidInCapitalMember2018-12-310001425450us-gaap:RetainedEarningsMember2018-12-310001425450us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-3100014254502018-12-310001425450us-gaap:RetainedEarningsMember2019-01-012019-12-310001425450us-gaap:CommonStockMember2019-01-012019-12-310001425450us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310001425450us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001425450us-gaap:CommonStockMember2019-12-310001425450us-gaap:AdditionalPaidInCapitalMember2019-12-310001425450us-gaap:RetainedEarningsMember2019-12-310001425450us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001425450us-gaap:RetainedEarningsMember2020-01-012020-12-310001425450us-gaap:CommonStockMember2020-01-012020-12-310001425450us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001425450us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001425450us-gaap:CommonStockMember2020-12-310001425450us-gaap:AdditionalPaidInCapitalMember2020-12-310001425450us-gaap:RetainedEarningsMember2020-12-310001425450us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001425450kids:BandLokIntangibleAssetsMember2020-01-012020-12-310001425450kids:BandLokIntangibleAssetsMember2019-01-012019-12-310001425450kids:BandLokIntangibleAssetsMember2018-01-012018-12-310001425450us-gaap:LicenseMember2020-01-012020-12-310001425450us-gaap:LicenseMember2019-01-012019-12-310001425450us-gaap:LicenseMember2018-01-012018-12-310001425450kids:VilexAndOrthexMember2020-01-012020-12-310001425450kids:VilexAndOrthexMember2019-01-012019-12-310001425450kids:VilexAndOrthexMember2018-01-012018-12-310001425450kids:TelosPartnersLLCMember2020-01-012020-12-310001425450kids:TelosPartnersLLCMember2019-01-012019-12-310001425450kids:TelosPartnersLLCMember2018-01-012018-12-310001425450kids:ApiFixLtdMember2020-01-012020-12-310001425450kids:ApiFixLtdMember2019-01-012019-12-310001425450kids:ApiFixLtdMember2018-01-012018-12-310001425450kids:BandLokMember2020-01-012020-12-310001425450kids:BandLokMember2019-01-012019-12-310001425450kids:BandLokMember2018-01-012018-12-310001425450kids:VilexAndOrthexMember2019-06-042019-06-040001425450us-gaap:DiscontinuedOperationsDisposedOfBySaleMember2019-12-310001425450kids:TelosPartnersLLCMember2020-03-092020-03-090001425450kids:ApiFixLtdMember2020-04-012020-04-010001425450kids:ApiFixLtdMember2020-04-010001425450kids:SecondAnniversaryMemberkids:ApiFixLtdMember2020-04-012020-04-01kids:clinicalProcedure0001425450kids:ThirdAnniversaryMemberkids:ApiFixLtdMember2020-04-012020-04-010001425450kids:FourthAnniversaryMemberkids:ApiFixLtdMember2020-04-012020-04-01xbrli:pure0001425450kids:BandLokMember2020-06-102020-06-100001425450us-gaap:NotesPayableOtherPayablesMemberkids:TermNoteAMember2020-07-152020-07-150001425450kids:FirstAmendedLoanAgreementMemberkids:SquadronMember2020-08-030001425450kids:FirstAmendedLoanAgreementMemberkids:SquadronMember2020-08-040001425450us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2020-12-310001425450kids:SecondPublicOfferingMemberus-gaap:CommonStockMember2018-12-110001425450kids:SecondPublicOfferingMemberus-gaap:CommonStockMember2018-12-112018-12-110001425450kids:SecondPublicOfferingMemberus-gaap:CommonStockMember2019-12-130001425450kids:SecondPublicOfferingMemberus-gaap:CommonStockMember2019-12-132019-12-130001425450kids:FollowOnOfferingMember2020-06-222020-06-220001425450kids:FollowOnOfferingMember2020-06-220001425450us-gaap:SalesRevenueNetMemberkids:CustomerOneMemberus-gaap:CustomerConcentrationRiskMember2020-01-012020-12-310001425450kids:CustomerTwoMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2020-01-012020-12-310001425450us-gaap:SalesRevenueNetMemberkids:CustomerOneMemberus-gaap:CustomerConcentrationRiskMember2019-01-012019-12-310001425450kids:CustomerTwoMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2019-01-012019-12-310001425450us-gaap:SalesRevenueNetMemberkids:CustomerOneMemberus-gaap:CustomerConcentrationRiskMember2018-01-012018-12-310001425450kids:CustomerTwoMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2018-01-012018-12-310001425450kids:VilexMember2019-12-310001425450kids:VilexMember2020-12-31iso4217:EUR0001425450us-gaap:IPOMember2017-10-120001425450us-gaap:RestrictedStockMemberus-gaap:GeneralAndAdministrativeExpenseMember2018-01-012018-12-310001425450us-gaap:IPOMember2018-12-110001425450us-gaap:IPOMember2019-12-130001425450us-gaap:IPOMember2020-06-220001425450srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2020-01-012020-12-310001425450srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2020-01-012020-12-310001425450us-gaap:FurnitureAndFixturesMembersrt:MinimumMember2020-01-012020-12-310001425450srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2020-01-012020-12-310001425450us-gaap:ComputerEquipmentMembersrt:MinimumMember2020-01-012020-12-310001425450srt:MaximumMemberus-gaap:ComputerEquipmentMember2020-01-012020-12-310001425450us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2020-01-012020-12-310001425450us-gaap:OfficeEquipmentMembersrt:MinimumMember2020-01-012020-12-310001425450srt:MaximumMemberus-gaap:OfficeEquipmentMember2020-01-012020-12-310001425450us-gaap:TechnologyEquipmentMember2020-01-012020-12-310001425450kids:SampleInventoryMember2020-01-012020-12-310001425450srt:MinimumMember2020-01-012020-12-310001425450srt:MaximumMember2020-01-012020-12-31kids:reportingUnit0001425450kids:ContingentConsiderationLiabilityMember2020-01-012020-12-310001425450us-gaap:ShippingAndHandlingMember2020-01-012020-12-310001425450kids:ShippingAndHandlingBilledMember2020-01-012020-12-310001425450kids:ShippingAndHandlingBilledMember2019-01-012019-12-310001425450kids:ShippingAndHandlingBilledMember2018-01-012018-12-310001425450kids:ShippingAndHandlingNotBilledMember2020-01-012020-12-310001425450kids:ShippingAndHandlingNotBilledMember2019-01-012019-12-310001425450kids:ShippingAndHandlingNotBilledMember2018-01-012018-12-310001425450kids:A2007EquityIncentivePlanMember2020-12-310001425450kids:New2017EquityIncentivePlanMember2020-12-310001425450us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001425450srt:MaximumMemberus-gaap:RestrictedStockMember2020-01-012020-12-310001425450kids:ApiFixLtdMember2020-12-310001425450kids:ApiFixLtdMemberus-gaap:TrademarksMember2020-04-012020-04-010001425450us-gaap:PatentsMemberkids:ApiFixLtdMember2020-04-012020-04-010001425450kids:ApiFixLtdMemberus-gaap:CustomerRelationshipsMember2020-04-012020-04-010001425450us-gaap:NoncompeteAgreementsMemberkids:ApiFixLtdMember2020-04-012020-04-010001425450kids:ApiFixLtdMember2020-04-012020-12-310001425450kids:SecondAnniversaryMemberkids:ApiFixLtdMember2020-04-010001425450kids:SecondAnniversaryMemberkids:ApiFixLtdMember2020-12-310001425450kids:ThirdAnniversaryMemberkids:ApiFixLtdMember2020-04-010001425450kids:ThirdAnniversaryMemberkids:ApiFixLtdMember2020-12-310001425450kids:FourthAnniversaryMemberkids:ApiFixLtdMember2020-04-010001425450kids:FourthAnniversaryMemberkids:ApiFixLtdMember2020-12-310001425450kids:TelosPartnersLLCMember2020-03-090001425450us-gaap:TrademarksAndTradeNamesMemberkids:TelosPartnersLLCMember2020-03-092020-03-090001425450kids:TelosPartnersLLCMemberus-gaap:CustomerRelationshipsMember2020-03-092020-03-090001425450us-gaap:NoncompeteAgreementsMemberkids:TelosPartnersLLCMember2020-03-092020-03-090001425450kids:VilexAndOrthexMember2019-06-0400014254502019-06-042019-06-040001425450kids:VilexAndOrthexMember2019-06-052019-12-310001425450us-gaap:TrademarksAndTradeNamesMemberkids:VilexAndOrthexMember2019-06-042019-06-040001425450us-gaap:PatentsMemberkids:VilexAndOrthexMember2019-06-042019-06-040001425450kids:VilexAndOrthexMemberus-gaap:DevelopedTechnologyRightsMember2019-06-042019-06-040001425450kids:VilexAndOrthexMemberus-gaap:CustomerRelationshipsMember2019-06-042019-06-040001425450us-gaap:NoncompeteAgreementsMemberkids:VilexAndOrthexMember2019-06-042019-06-040001425450us-gaap:DiscontinuedOperationsDisposedOfBySaleMember2019-01-012019-12-310001425450kids:OrthexMember2020-01-012020-12-310001425450us-gaap:PatentsMember2020-01-012020-12-310001425450us-gaap:PatentsMember2020-12-310001425450us-gaap:IntellectualPropertyMember2020-01-012020-12-310001425450us-gaap:IntellectualPropertyMember2020-12-310001425450us-gaap:LicensingAgreementsMember2020-01-012020-12-310001425450us-gaap:LicensingAgreementsMember2020-12-310001425450us-gaap:PatentsMember2019-01-012019-12-310001425450us-gaap:PatentsMember2019-12-310001425450us-gaap:IntellectualPropertyMember2019-01-012019-12-310001425450us-gaap:IntellectualPropertyMember2019-12-310001425450us-gaap:LicensingAgreementsMember2019-01-012019-12-310001425450us-gaap:LicensingAgreementsMember2019-12-310001425450us-gaap:TrademarksMember2020-12-310001425450us-gaap:TrademarksMember2019-12-310001425450us-gaap:TrademarksMemberkids:OrthexMember2019-06-042019-06-040001425450us-gaap:TrademarksMemberkids:TelosPartnersLLCMember2020-03-092020-03-090001425450us-gaap:IntellectualPropertyMember2020-06-102020-06-100001425450us-gaap:FairValueMeasurementsRecurringMember2019-12-310001425450us-gaap:FairValueMeasurementsRecurringMember2020-12-310001425450us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-12-310001425450us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310001425450us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001425450us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberkids:ContingentConsiderationLiabilityMember2019-12-310001425450us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberkids:ContingentConsiderationLiabilityMember2020-01-012020-12-310001425450us-gaap:FairValueInputsLevel3Memberkids:ContingentConsiderationLiabilityMember2020-01-012020-12-310001425450us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberkids:ContingentConsiderationLiabilityMember2020-12-310001425450us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2020-04-010001425450us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2020-12-310001425450us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2020-04-010001425450us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MeasurementInputPriceVolatilityMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2020-12-310001425450us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2020-04-012020-04-010001425450us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2020-12-312020-12-310001425450us-gaap:LandMember2020-12-310001425450us-gaap:LandMember2019-12-310001425450us-gaap:BuildingAndBuildingImprovementsMember2020-12-310001425450us-gaap:BuildingAndBuildingImprovementsMember2019-12-310001425450kids:ComputerEquipmentAndSoftwareMember2020-12-310001425450kids:ComputerEquipmentAndSoftwareMember2019-12-310001425450us-gaap:OfficeEquipmentMember2020-12-310001425450us-gaap:OfficeEquipmentMember2019-12-310001425450us-gaap:TechnologyEquipmentMember2020-12-310001425450us-gaap:TechnologyEquipmentMember2019-12-310001425450kids:SampleInventoryMember2020-12-310001425450kids:SampleInventoryMember2019-12-310001425450us-gaap:ConstructionInProgressMember2020-12-310001425450us-gaap:ConstructionInProgressMember2019-12-310001425450us-gaap:NotesPayableOtherPayablesMember2020-12-310001425450us-gaap:NotesPayableOtherPayablesMember2019-12-310001425450us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2019-12-310001425450us-gaap:MortgagesMember2020-12-310001425450us-gaap:MortgagesMember2019-12-310001425450us-gaap:NotesPayableOtherPayablesMember2017-12-310001425450us-gaap:RevolvingCreditFacilityMember2017-12-310001425450us-gaap:RevolvingCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMember2017-12-312017-12-310001425450us-gaap:LineOfCreditMemberkids:LoanAgreementMember2019-06-040001425450us-gaap:RevolvingCreditFacilityMemberus-gaap:LondonInterbankOfferedRateLIBORMemberus-gaap:LineOfCreditMemberkids:LoanAgreementMember2019-01-012019-12-310001425450us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMemberkids:LoanAgreementMember2019-12-310001425450srt:AffiliatedEntityMemberkids:TermNoteBMemberkids:SquadronMember2019-12-312019-12-310001425450srt:AffiliatedEntityMemberkids:SquadronMemberus-gaap:LineOfCreditMemberkids:RevolvingLoanMember2019-12-312019-12-310001425450srt:AffiliatedEntityMemberkids:SquadronMemberkids:RevolvingLoanMember2020-01-042020-01-040001425450kids:SquadronMember2020-08-042020-08-040001425450kids:SquadronMember2020-01-012020-12-310001425450us-gaap:LondonInterbankOfferedRateLIBORMemberkids:SecondAmendedLoanAgreementMemberkids:SquadronMember2020-08-042020-08-040001425450kids:SecondAmendedLoanAgreementMemberkids:SquadronMember2020-08-040001425450us-gaap:MortgagesMember2020-01-012020-12-310001425450us-gaap:NotesPayableOtherPayablesMember2020-01-012020-12-310001425450us-gaap:NotesPayableOtherPayablesMember2019-01-012019-12-310001425450us-gaap:NotesPayableOtherPayablesMember2018-01-012018-12-310001425450kids:CaseWesternReserveUniversityMemberus-gaap:RoyaltyAgreementTermsMember2007-12-012007-12-010001425450kids:CaseWesternReserveUniversityMemberus-gaap:RoyaltyAgreementTermsMember2017-08-022017-08-020001425450kids:CaseWesternReserveUniversityMemberus-gaap:RoyaltyAgreementTermsMember2020-01-012020-12-310001425450kids:CaseWesternReserveUniversityMemberus-gaap:RoyaltyMemberus-gaap:RoyaltyAgreementTermsMember2020-01-012020-12-310001425450kids:CaseWesternReserveUniversityMemberus-gaap:RoyaltyMemberus-gaap:RoyaltyAgreementTermsMember2019-01-012019-12-310001425450kids:CaseWesternReserveUniversityMemberus-gaap:RoyaltyMemberus-gaap:RoyaltyAgreementTermsMember2018-01-012018-12-310001425450kids:CaseWesternReserveUniversityMemberus-gaap:RoyaltyAgreementTermsMember2020-12-310001425450kids:CaseWesternReserveUniversityMemberus-gaap:RoyaltyAgreementTermsMember2019-12-310001425450kids:VilexMember2019-01-012019-12-310001425450us-gaap:DomesticCountryMember2019-12-310001425450us-gaap:StateAndLocalJurisdictionMember2019-12-310001425450us-gaap:ForeignCountryMember2019-12-3100014254502014-05-3000014254502018-12-110001425450us-gaap:EmployeeStockOptionMember2019-01-012019-12-310001425450us-gaap:EmployeeStockOptionMember2018-01-012018-12-310001425450us-gaap:EmployeeStockOptionMember2017-12-310001425450us-gaap:EmployeeStockOptionMember2017-01-012017-12-310001425450us-gaap:EmployeeStockOptionMember2018-12-310001425450us-gaap:EmployeeStockOptionMember2019-12-310001425450us-gaap:EmployeeStockOptionMember2020-12-310001425450us-gaap:RestrictedStockMember2017-12-310001425450us-gaap:RestrictedStockMember2017-01-012017-12-310001425450us-gaap:RestrictedStockMember2018-01-012018-12-310001425450us-gaap:RestrictedStockMember2018-12-310001425450us-gaap:RestrictedStockMember2019-01-012019-12-310001425450us-gaap:RestrictedStockMember2019-12-310001425450us-gaap:RestrictedStockMember2020-01-012020-12-310001425450us-gaap:RestrictedStockMember2020-12-310001425450us-gaap:RestrictedStockMemberkids:A2007EquityIncentivePlanMember2020-01-012020-12-310001425450us-gaap:RestrictedStockMembersrt:ExecutiveOfficerMember2020-01-012020-12-310001425450srt:MinimumMember2020-12-310001425450srt:MaximumMember2020-12-310001425450us-gaap:RestrictedStockMember2020-01-012020-12-310001425450us-gaap:RestrictedStockMember2019-01-012019-12-310001425450us-gaap:RestrictedStockMember2018-01-012018-12-310001425450us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001425450us-gaap:EmployeeStockOptionMember2019-01-012019-12-310001425450us-gaap:EmployeeStockOptionMember2018-01-012018-12-310001425450us-gaap:WarrantMember2020-01-012020-12-310001425450us-gaap:WarrantMember2019-01-012019-12-310001425450us-gaap:WarrantMember2018-01-012018-12-31kids:segment0001425450country:US2020-01-012020-12-310001425450country:US2019-01-012019-12-310001425450country:US2018-01-012018-12-310001425450us-gaap:NonUsMember2020-01-012020-12-310001425450us-gaap:NonUsMember2019-01-012019-12-310001425450us-gaap:NonUsMember2018-01-012018-12-310001425450kids:TraumaandDeformityMember2020-01-012020-12-310001425450kids:TraumaandDeformityMember2019-01-012019-12-310001425450kids:TraumaandDeformityMember2018-01-012018-12-310001425450kids:SpineMember2020-01-012020-12-310001425450kids:SpineMember2019-01-012019-12-310001425450kids:SpineMember2018-01-012018-12-310001425450kids:ACLReconstructionandOtherMember2020-01-012020-12-310001425450kids:ACLReconstructionandOtherMember2019-01-012019-12-310001425450kids:ACLReconstructionandOtherMember2018-01-012018-12-31kids:supplier0001425450srt:AffiliatedEntityMemberkids:FMIHansaMedicalProductsMember2020-01-012020-12-310001425450srt:AffiliatedEntityMemberkids:FMIHansaMedicalProductsMember2019-01-012019-12-310001425450srt:AffiliatedEntityMemberkids:FMIHansaMedicalProductsMember2018-01-012018-12-310001425450srt:AffiliatedEntityMemberkids:VilexMember2020-01-012020-12-3100014254502020-01-012020-03-3100014254502020-04-012020-06-3000014254502020-07-012020-09-3000014254502020-10-012020-12-3100014254502019-01-012019-03-3100014254502019-04-012019-06-3000014254502019-07-012019-09-3000014254502019-10-012019-12-31kids:internationalAgent0001425450us-gaap:SubsequentEventMember2021-01-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
FORM 10-K

[Mark One]

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 001-38242

ORTHOPEDIATRICS CORP.
(Exact name of registrant as specified in its charter)
Delaware26-1761833
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)

2850 Frontier Drive
Warsaw, Indiana
46582
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (574) 268-6379

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.00025 par value per shareKIDS
Nasdaq Global Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ☒

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨

Indicate by check mark whether the registrant has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ☒ Smaller Reporting Company ☒ Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒

The aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately $593.7 million as of the last business day of the registrant's most recently completed second fiscal quarter (June 30, 2020), based upon the closing sale price for the registrant's common stock on that day as reported by the Nasdaq Global Market. Shares of common stock held by each officer and director of the registrant on June 30, 2020 have been excluded in that such persons may be deemed to be affiliates.



As of March 9, 2021, the registrant had 19,658,335 outstanding shares of common stock, $0.00025 par value per share.




DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for its 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
2

PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.









3

Glossary of Acronyms and Defined Terms

ACLAnterior cruciate ligament
ApiFixThe combination of ApiFix, Ltd and ApiFix, Inc., which were acquired by the Company April 1, 2020
Approved BodyAn approved body under UK medical Device Regulations
Band-LokBand-Lok, LLC, which sold certain intellectual property assets to the Company on June 10, 2020
CASECase Western Reserve University
CE MarkConformite Europeene Mark used for medical devices in the EEA; a product with such a mark is referred to herein as a "CE-Marked" product.
CFCControlled foreign corporations under the Tax Act
CMEContinuing medical education
CMOCompany’s Chief Medical Officer
CMSCenters for Medicare and Medicaid Services
CompanyOrthoPediatrics Corp.
DHHSU.S. Department of Health and Human Services
EEAEuropean Economic Area
EUEuropean Union
Exchange ActU.S. Securities Exchange Act of 1934
FDAU.S. Food and Drug Administration
FDASIAFood and Drug Administration Safety and Innovation Act
FDCAFederal Food, Drug and Cosmetic Act
FERAFraud Enforcement Recovery Act of 2009
FoundationThe Foundation for Advancing Pediatric Orthopedics
GAAPU.S. Generally Accepted Accounting Principles
GDPREU General Data Protection Regulation
GILTIGlobal Intangible Low Taxed Income under the Tax Act
HCPHealthcare providers
HDEHumanitarian Device Exemption under FDA regulation
HIPAAHealth Insurance Portability and Accountability Act of 1996
IPOCompany’s initial public offering of its common stock on October 11, 2017
IRBInstitutional Review Board utilized by the FDA
LLDLimb length discrepancies
MDREU’s Medical Device Regulation
MHRAMedicines and Healthcare products Regulatory Agency of the United Kingdom
MPFLMedial petellofemoral ligament
OrthexOrthex, LLC, which was acquired by the Company on June 4, 2019
PMAPremarket Approval Application with the FDA
PODPhysician-owned distributorships
POSNAPediatric Orthopaedic Society of North America
QSRFDA’s Quality System Regulation
SECUnited States Securities and Exchange Commission


4

SquadronSquadron Capital LLC, which is the Company’s largest investor
Structure MedicalStructure Medical, LLC
Tax ActTax Cuts and Jobs Act signed into law on December 22, 2017
TelosTelos Partners, LLC, which was acquired by the Company on March 9, 2020
UK or United KingdomThe United Kingdom of Great Britain and Northern Ireland
UKCA MarkUK Conformity Assessed marking is a new UK product marking that is used for goods being placed on the market in Great Britain (England, Wales and Scotland)
VilexVilex in Tennesee, Inc., which was acquired by the Company on June 4, 2019 and substantially all its assets were sold on December 31, 2019 to a wholly-owned subsidiary of Squadron Capital, LLC
Vilex CompaniesThe combination of Vilex in Tennessee, Inc. and Orthex, LLC which were acquired by the Company on June 4, 2019

5

FORWARD-LOOKING STATEMENTS

The Company from time to time includes forward-looking statements in its oral and written communication. The Company may include forward-looking statements in filings with the SEC, such as its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q, in other written materials and oral statements made by senior management to analysts, investors, representatives of the media and others. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial position, business strategy, current and prospective products, product approvals, research and development costs, prospective collaborations, timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The Company intends these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the Company is including this statement for purposes of these safe harbor provisions.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this report. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for us to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, those discussed in Item 1A, “RISK FACTORS”.

Because of these and other uncertainties, the Company’s actual future results may be materially different from the results indicated by these forward-looking statements. In addition, the Company’s past results of operations do not necessarily indicate its future results.



6

RISK FACTOR SUMMARY

Our business is subject to numerous risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, operating results, financial condition, and the trading price of our common stock. We encourage you to carefully review the full risk factors contained in Item 1A “Risk Factors” of this Annual Report on Form 10-K in their entirety. These risks include the following, among others:
•The ongoing COVID-19 pandemic and measures intended to prevent its spread have adversely impacted our business and financial results, and the continued impact of the pandemic will depend on future developments, which are highly uncertain and cannot be predicted, including the severity and duration of the pandemic and further actions taken by governmental authorities and other third parties to contain and treat the virus.
•We have incurred losses in the past and may be unable to achieve or sustain profitability in the future.
•We may be unable to generate sufficient revenue from the commercialization of our products to achieve and sustain profitability.
•We may need to raise additional capital to fund our existing commercial operations, develop and commercialize new products and expand our operations.
•Our long-term growth depends on our ability to commercialize our products in development and to develop and commercialize additional products through our research and development efforts, and if we fail to do so, we may be unable to compete effectively.
•We lack published long-term data supporting superior clinical outcomes by our products, which could limit sales.
•If coverage and reimbursement from third-party payors for procedures using our products significantly decline, orthopedic surgeons, hospitals and other healthcare providers may be reluctant to use our products and our sales may decline.
•We may be unable to successfully demonstrate to orthopedic surgeons the merits of our products compared to those of our competitors.
•Our products and our operations are subject to extensive government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements, including but not limited to the HDE requirements and IRB regulations, could harm our business.
•We rely on a network of third-party independent sales agencies and distributors to market and distribute our products, and if we are unable to maintain and expand this network, we may be unable to generate anticipated sales.
•If we are unable to adequately protect our intellectual property rights or if we are accused of infringing on the intellectual property rights of others, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights.
7

PART I

ITEM 1. BUSINESS

GENERAL

OrthoPediatrics Corp. (the "Company") is a Delaware corporation, headquartered in Warsaw, Indiana, and organized in November 2007. The Company’s Common Stock is traded on the Nasdaq Global Market under the symbol KIDS. OrthoPediatrics Corp. is a medical device company committed to designing, developing and marketing anatomically appropriate implants and devices for children with orthopedic conditions, giving pediatric orthopedic surgeons and caregivers the ability to treat children with technologies specifically designed to meet their needs. Initially organized as an Indiana limited liability company on August 31, 2006, OrthoPediatrics Corp. was converted to a Delaware corporation on November 30, 2007. We sell our specialized products, including PediLoc®, PediPlates®, Cannulated Screws, PediFlexTM nail, PediNailTM, PediLoc® Tibia, ACL Reconstruction System, Locking Cannulated Blade, Locking Proximal Femur, Spica Tables, RESPONSETM Spine, BandLocTM, Pediguard, Pediatric Nailing Platform | Femur, Orthex, QuickPackTM and ApiFix® Mid-C System, to various hospitals and medical facilities throughout the United States and various international markets. We currently use a contract manufacturing model for the manufacturing of implants and related surgical instrumentation.

The Company began selling its products in the United States in 2008 and internationally in 2011. In 2017, we expanded operations and established legal entities in the United Kingdom (UK), Australia and New Zealand, permitting us to sell under an agency model directly to local hospitals in these countries. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020, and Germany, Switzerland and Austria in January 2021. Additionally, in March 2019, we established an operating company in the Netherlands in order to further enhance our operations in Europe.

The Company routinely explores opportunities to acquire or invest in complementary products, technologies or businesses. For example, on June 4, 2019, we purchased all the issued and outstanding shares of stock of Vilex in Tennessee, Inc. ("Vilex") and all the issued and outstanding units of membership interests in Orthex, LLC ("Orthex") for $60 million in total consideration. Vilex and Orthex (collectively, the "Vilex Companies") are primarily manufacturers of foot and ankle surgical implants, including cannulated screws, fusion devices, surgical staples and bone plates, as well as Orthex Hexapod technology which is used to treat pediatric congenital deformities and limb length discrepancies.

On December 31, 2019, we divested substantially all of the assets relating to Vilex's adult product offerings to a wholly-owned subsidiary of Squadron Capital LLC ("Squadron") in exchange for a $25 million reduction in a Term Note owed to Squadron in connection with the initial acquisition. As part of the sale, we also entered into (i) an exclusive license arrangement with Squadron providing for perpetual access to certain intellectual property and (ii) an exclusive mutual distribution agreement with Squadron permitting both companies to distribute certain of the other's products. We recognized a loss of approximately $1 million on the sale of Vilex.

On March 9, 2020, we purchased all the issued and outstanding membership interest of Telos Partners, LLC ("Telos") for $3 million in total consideration. Telos is a boutique regulatory consulting firm formed in Colorado.

On April 1, 2020, we purchased all the issued and outstanding membership interest of ApiFix, Ltd. ("ApiFix") for (a) $2 million in cash, and (b) 934,783 shares of the Company's common stock, $0.00025 par value per share, representing approximately $35 million (based on a closing share price of $37.63 on April 1, 2020). ApiFix, a corporation organized under the laws of Israel, has developed a minimally invasive deformity correction system for patients with adolescent idiopathic scoliosis ("ApiFix System"). In addition, we have also agreed to pay as part of the purchase price the following anniversary payments, subject to certain limitations and adjustments: (i) approximately $13 million on the second anniversary of the closing date, provided that such payment will be paid earlier if 150 clinical procedures using the ApiFix System are completed in the United States before such anniversary date, (ii) $8 million on the third anniversary of the closing date; and (iii) $9 million on the fourth anniversary of the closing date. In addition, to the extent that the product of our revenues from the ApiFix System for the twelve months ended June 30, 2024 multiplied by 2.25 exceeds the anniversary payments actually made for the third and fourth years, we have agreed to pay the selling shareholders a system sales payment in the amount of such excess. The anniversary payments and system sales payment may each be made in cash or cash and common stock.
8


On June 10, 2020, we purchased certain intellectual property assets from Band-Lok, LLC, a North Carolina limited liability company ("Band-Lok"), related to its Tether Clamp and Implantation System ("Tether Clamp System") for approximately $3 million in total consideration. We use the Tether Clamp System in connection with our Bandloc 5.5/6.0 System. We were previously the sole licensee of the purchased assets under a license agreement with Band-Lok.

In December 2018, the Company completed a follow-on offering of shares of common stock, in which it sold 1,725,000 shares at an offering price of $27.00 per share, raising a total of $43.4 million in net proceeds after deducting underwriting commissions and offering expenses.

In December 2019, the Company completed a follow-on offering of shares of common stock, in which it sold 1,755,500 shares at an offering price of $36.50 per share, raising a total of $60 million in net proceeds after deducting underwriting commissions and offering expenses.

On June 22, 2020, we completed a follow-on offering of our common stock, in which we issued and sold 1,600,000 shares of common stock at a public offering price of $47.00 per share for aggregate gross proceeds of $75.2 million. We received $70.2 million in net proceeds after deducting $4.5 million of underwriting discounts and commissions and paying $0.5 million in offering costs.

Our largest investor is Squadron, a private investment firm based in Granby, Connecticut.

All intercompany transactions are eliminated in the consolidated financial statements.

As of December 31, 2020, the Company had consolidated total assets of $320.4 million, consolidated total liabilities of $85.6 million and stockholders’ equity of $234.8 million. As of December 31, 2020, the Company and its subsidiaries had 116 full-time equivalent employees.

A novel strain of the coronavirus disease ("COVID-19") was first identified in Wuhan, China in December 2019, and the related outbreak was subsequently declared a pandemic by the World Health Organization and a national emergency by the President of the United States. Despite the impact COVID-19 has had on our business, we continued to invest in research and development, invest in our people, and take steps to position ourselves for long-term success. During 2020, we raised additional capital to solidify our financial foundation. We continued to train and educate our sales team and our surgeons on our products. During 2020, we continued to focus on developing innovative solutions, acquired multiple enabling technologies and continued to deploy additional consigned instrument and implant sets in furtherance of our strategy.

AVAILABLE INFORMATION

The Company makes its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, available on its website under the Investor Relations tab at
http://www.orthopediatrics.com without charge, as soon as reasonably practicable, after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company. Those filings are accessible on the SEC’s website at http://www.sec.gov.

The Company

We are the only global medical device company focused exclusively on providing a comprehensive trauma and deformity correction, scoliosis and sports medicine product offering to the pediatric orthopedic market in order to improve the lives of children with orthopedic conditions. We design, develop and commercialize innovative orthopedic implants and instruments to meet the specialized needs of pediatric surgeons and their patients, who we believe have been largely neglected by the orthopedic industry. We currently serve three of the largest categories in this market. We estimate that the portion of this market that we currently serve represents a $3.3 billion opportunity globally, including over $1.5 billion in the United States.

Historically, there have been a limited number of implants and instruments specifically designed for the unique needs of children. As a result, pediatric orthopedic surgeons often improvise with adult implants repurposed for
9

use in children, resort to freehand techniques with adult instruments and use implants that can be difficult to remove after being temporarily implanted. These improvisations may lead to undue surgical trauma and morbidity.

We address this unmet market need and sell the broadest product offering specifically designed for children with orthopedic conditions. We currently market 35 surgical systems that serve three of the largest categories within the pediatric orthopedic market: (i) trauma and deformity correction, (ii) scoliosis and (iii) sports medicine procedures. Our products have proprietary features designed to:

•    protect a child’s growth plates;

•    fit a wide range of pediatric anatomy;

•    enable earlier surgical intervention;

•    enable precise and reproducible surgical techniques; and

•    ease implant removal.

We believe our innovative products promote improved surgical accuracy, increase consistency of patient outcomes and enhance surgeon confidence in achieving high standards of care. In the future, we expect to expand our product offering to address additional categories of the pediatric orthopedic market, such as active growing implants for early onset scoliosis, limb length discrepancies and other orthopedic trauma and deformity applications.

Our global sales organization focuses exclusively on pediatric orthopedics. Our organization has a deep understanding of the unique nature of children’s clinical conditions and surgical procedures as well as an appreciation of the tremendous sense of responsibility pediatric orthopedic surgeons feel for the children whom parents have entrusted to their care. We provide these surgeons with dedicated support, both in and out of the operating room. As of December 31, 2020, our U.S. sales organization consisted of 36 independent sales agencies employing more than 171 focused sales representatives. Increasingly, these sales agencies are making us the anchor line in their businesses or representing us exclusively. Sales from such sales agencies represented 86% and 76% of our global revenue in 2020 and 2019, respectively. Outside of the United States, our sales organization consisted of 42 independent stocking distributors and 11 independent sales agencies in 44 countries. In addition, beginning in 2017, we began to supplement the use of stocking distributors with direct sales programs in select international markets where we work through sales agencies that are paid a commission. These new arrangements have generated an increase in revenue and gross margin.

We collaborate with pediatric orthopedic surgeons in developing new surgical systems that improve the quality of care. We have an efficient product development process that relies upon teams of engineers, commercial personnel and surgeon advisors. We believe our products are characterized by stable pricing, few reimbursement issues and attractive gross margins.

We believe clinical education is critical to advancing the field of pediatric orthopedics. Cumulatively, we are the largest financial contributor to the five primary pediatric orthopedic surgical societies that conduct pediatric clinical education and research. We are a major sponsor of continuing medical education, or CME, courses in pediatric spine and pediatric orthopedics, which are focused on fellows and young surgeons. In 2020, we conducted numerous training workshops. We believe these workshops help surgeons recognize our commitment to their field. We believe our commitment to clinical education has helped to increase our account presence while promoting familiarity with our products and loyalty among fellows and young surgeons.

We have established a corporate culture built on the cause of improving the lives of children with orthopedic conditions. We believe our higher corporate purpose captures the imagination of our employees and makes them committed to doing everything better, faster and at lower cost. This culture allows us to attract and retain talented, high-performing individuals.

We have grown our revenue from approximately $10.2 million for the year ended December 31, 2011 to $71.1 million for the year ended December 31, 2020. The average annual growth rate for the Company exceeded 20% from 2009 through 2019, partially obtained through strategic acquisitions. For the years ended December 31,
10

2020, 2019 and 2018, our revenue was $71.1 million, $72.6 million and $57.6 million, respectively. As of December 31, 2020, our accumulated deficit was $161.8 million.

We believe we have a history of efficient capital utilization, and we intend to scale our business model by continuing to implement the successful strategy that has sustained our growth. This strategy includes increasing investment in consigned implant and instrument sets in the United States and select international markets, expanding our innovative product line by leveraging our efficient product development process, strengthening our global sales and distribution infrastructure, broadening our commitment to clinical education and research, and deepening our culture of continuous improvement. Due to the high concentration of pediatric orthopedic surgeons in comparatively few hospitals, we believe we can accelerate the penetration of our addressable market in a capital-efficient manner and further strengthen our position as the category leader in pediatric orthopedics. The primary challenges to maintaining our growth in a market that has not historically relied on age-specific implants and instruments have been insufficient implant/instrument sets and overcoming older surgeons’ familiarity with repurposing adult implants for use in children. Our efforts in surgeon training, collaboration and marketing address the inertia of using repurposed adult products, particularly with younger surgeons.

Industry Overview

Children Have Unique Skeletal Characteristics

Their skeletal anatomy and physiology differs significantly from adults, which affects the way in which children with orthopedic conditions are managed surgically. These differences include:

•    Children’s Bones Are Smaller. Children’s bones are significantly smaller than adult bones. Bone size and strength increases rapidly during childhood and adolescence.

•    Children's Bones Are Growing. Children’s bones contain growth plates, or physes, that consist of developing cartilage tissue at the end of the bone, enabling skeletal growth. Bones grow lengthwise from the ends of the growth plates until skeletal maturity is reached and the growth plates close. As this occurs, some bones fuse together, reducing the 270 bones children have at birth to 206 bones by adulthood. Injury to the growth plates, including fracture or surgical trauma, can lead to growth arrest and subsequent deformity.

•    The Composition and Vasculature of Children’s Bones Is Unique. Children’s bones are more porous and respond to injury and infection differently than adult bones. Children also have blood vessels that supply oxygen and nutrients to bones as they grow, which disappear when the growth plates close and the child reaches adulthood. Trauma to these blood vessels during surgery may cut off blood supply to the bone, resulting in death of the bone tissue.

•    Children’s Bones Change Shape as They Grow. Children’s bones are more curved than adult bones. As children grow into adulthood, their bones change shape. For example, the curvature of the femur decreases up to 30% as a child matures.

•    Complex Disorders in Children Pose Unique Clinical Challenges. Complex disorders such as cerebral palsy, scoliosis, brittle bone disease and hip disorders can pose significant challenges for surgical treatment. The most common such disorder is cerebral palsy, which affects approximately 500,000 children under the age of 18 in the United States and approximately three out of every 1,000 live births. Spastic cerebral palsy is the most common form, making up the majority of all cerebral palsy cases. Spastic cerebral palsy can produce skeletal deformities such as curvature of the spine, hip dislocation, gait abnormalities and other conditions involving joints and bones. Children suffering from these disorders often require multiple surgeries into adulthood.

We believe the challenges resulting from the unique characteristics of children’s skeletal anatomy and physiology, as well as the complex disorders affecting them, are best addressed by the use of implants and instruments specifically designed for the treatment of children.



11

Pediatric Orthopedic Surgeons Are Generalists

Unlike orthopedic surgeons focused on treating adults, pediatric orthopedic surgeons are, for the most part, generalists treating a wide range of congenital, developmental and traumatic orthopedic conditions, including limb and spine deformities, gait abnormalities, bone and joint infections, sports injuries and orthopedic trauma cases. Accordingly, they generally represent a single call point for our broad range of pediatric orthopedic implants and instruments. In 2020, there were more than 1,400 members of Pediatric Orthopaedic Society of North America (POSNA), as compared to approximately 33,400 practicing orthopedic surgeons in the United States focused on the treatment of adults. The number of fellowships in pediatric orthopedics continues to grow. As generalists, these surgeons have a deep understanding of the unique nature of children’s clinical conditions and surgical procedures. We believe they feel a tremendous sense of responsibility for the children whom parents have entrusted to their care.

Market Opportunity

We currently serve a portion of the pediatric orthopedic implant market that we estimate represents a $3.3 billion opportunity globally, including over $1.5 billion in the United States. The chart below provides the estimated sizes of the four categories of our U.S. addressable market opportunity, based on third-party data (including data compiled by IMS Health, Inc. and Life Science Intelligence, Inc. in studies that we commissioned) regarding the number of procedures performed in 2015 and our average revenue per procedure or, in the case of smart implants, our estimated average revenue per procedure based on industry data. We then updated this data in 2020 based on typical industry growth rates.
Trauma and DeformityScoliosisSports MedicineSmart Implants
U.S. Pediatric Orthopedic Implant Market $609 Million $315 Million $187 Million $382 Million

We estimate that the United States represented approximately 45% of the total global orthopedic implant market, both adult and pediatric, and that this geographic segmentation similarly applies to the global pediatric orthopedic implant market.

Overviews of the three categories of the trauma and deformity, scoliosis and sports medicine markets that we currently serve, and the smart implant market that we are planning to enter, are as follows:

Trauma and Deformity Correction

Trauma and deformity correction procedures involve placing metal plates and screws on the outside of the bone or long nails inside the canal of the bone, known as flexible and rigid intramedullary nails, to stabilize fractures and allow them to heal. Trauma and deformity procedures also include osteotomies, or surgical cutting of the bone, the use of metal implants to correct angular bone deformities or limb length discrepancies and external fixation.

Scoliosis

Scoliosis procedures involve the use of spinal implants, such as pedicle screws and rods, to correct curvature of the spine as a result of scoliosis, trauma or tumors.

Sports Medicine

Sports medicine procedures include reconstruction of the anterior cruciate ligament, or ACL, and medial patellofemoral ligament, or MPFL. These reconstruction procedures refer to the replacement of the ACL or MPFL ligaments, as applicable, with a surgical tissue graft to restore function to the knee after injury. According to Life Science Intelligence, Inc., in a study that we commissioned, approximately 29% of ACL reconstruction procedures completed in the United States in 2015 were in patients under the age of 18. The vast majority of these procedures were performed in ambulatory surgery centers.

Smart Implants

We are developing a new generation of adjustable implant systems, which we refer to as our Active Growing Implants, which will utilize a mechanized motor and are adjustable at the time of implantation and non-invasively
12

over the course of treatment to accommodate the clinical needs of patients with early onset scoliosis and limb length discrepancies, or LLDs, as they heal, grow and age.

Early onset scoliosis refers to severe spinal deformities in skeletally immature patients under the age of ten. Despite its low incidence rate, early onset scoliosis is a challenging health issue and can lead to significant morbidity.

LLDs can occur for a variety of reasons, including congenital deformities and previous injury to the bone. Larger LLDs often result in debilitating pain and difficulty to walk.

High Procedural Concentration in Trauma and Deformity and Scoliosis

According to IMS Health, Inc., 3,425 hospitals performed pediatric trauma and deformity or scoliosis procedures in the United States in 2015. Only 268 of these hospitals performed 62% of all pediatric trauma and deformity and scoliosis procedures. Further, of these hospitals, 62 are children’s hospitals and performed 21% of all pediatric trauma and deformity and scoliosis procedures. We believe that this high concentration of pediatric trauma and deformity and scoliosis procedures and our focused sales organization will enable us to address the pediatric orthopedic surgery market in a capital-efficient manner.

In the future, we expect to expand our market opportunity by addressing additional categories of the pediatric orthopedic market, such as craniomaxilloacial, elbow, humerus, pelvis and other sports-related injuries.

Our Exclusive Focus on Pediatric Orthopedic Surgery

We believe we are the only company that has committed the resources necessary to create a global sales and product development infrastructure focused on the pediatric orthopedic implant market. Our goal is to build an enduring company committed to addressing this market’s unmet needs.

Only Commercial Infrastructure Dedicated to Pediatric Orthopedic Surgeons

•    Dedicated Sales Support to Pediatric Orthopedic Surgeons. Our sales and marketing personnel provide dedicated sales support to pediatric orthopedic surgeons, both in and out of the operating room, to guide them through the optimal selection and use of implants and instruments to achieve desired clinical outcomes.

•    Participation of Pediatric Orthopedic Surgeons in New Product Development. With the assistance of our Chief Medical Officer, or CMO, a highly respected former pediatric orthopedic surgeon, we engage with pediatric orthopedic surgeons to understand their clinical needs and develop new implants, instruments and surgical techniques that will allow them to better serve their patients. We also respond to surgeons’ requests for customized implants and instruments to improve their workflows and enhance their clinical outcomes.

•    Leading Supporter of Pediatric Orthopedic Surgical Societies and Clinical Education. Cumulatively, we donate more than any of our competitors to the five primary pediatric orthopedic surgical societies that conduct pediatric clinical education and research. In 2020, we conducted numerous training workshops focused on fellows and surgeons early in their careers. We believe our commitment to clinical education advances pediatric orthopedic surgery and increases our account presence, while promoting familiarity with our products and loyalty among fellows and young surgeons. We aspire to be viewed as the partner of pediatric orthopedic surgeons around the world.

Our Competitive Strengths

We believe our focus and experience in pediatric orthopedic surgery, combined with the following principal competitive strengths, will allow us to continue to grow our sales and expand our market opportunity.

•    Exclusive Focus on Pediatric Orthopedics. We were founded with the mission of improving the lives of children with orthopedic conditions, a patient population which we believe has been largely neglected by the orthopedic industry. We believe we are the first diversified orthopedic company to focus exclusively on the pediatric market. Our core competencies are the
13

development and commercialization of innovative products and technologies specifically designed to address the unmet clinical needs of pediatric orthopedic patients and satisfy the demands of the surgeons who treat them. We have developed and sell the broadest product offering specifically designed for pediatric orthopedic patients. We believe we are the only orthopedic company to have established a robust pediatric-focused infrastructure, including product development and a dedicated global commercial organization. We believe our exclusive focus on pediatric orthopedics has generated strong brand equity in the pediatric orthopedic surgeon community.

•    Comprehensive Portfolio of Innovative Orthopedic Products Designed Specifically for Children. We have developed a comprehensive portfolio of implants and instruments specifically designed to treat children with orthopedic conditions. Last year, we estimate that our products were used in surgeries for 31,400 children, and 196,000 since inception. We currently market 35 surgical systems consisting of more than 8,100 stock keeping units, which address pediatric trauma and deformity, scoliosis and sports medicine procedures. Our products include features that provide specific advantages for pediatric orthopedic surgeons and their patients, such as surgical instrumentation specifically designed for use in children, proper anatomical sizes and contouring, and proprietary designs that address the unique skeletal anatomy and physiology of a growing child. Our broad product offering has made us, within the three categories of the market that we currently serve, the only provider of comprehensive solutions to pediatric orthopedic surgeons, who for the most part are generalists performing a wide range of orthopedic surgeries.

•    Partnership with Pediatric Orthopedic Surgeons and Pediatric Surgical Societies. We have devoted significant time and resources to developing deep relationships with pediatric orthopedic surgeons and supporting clinical education to advance the practice of pediatric orthopedic medicine. We believe we are the only orthopedic company with a non-founding former pediatric orthopedic surgeon serving as CMO. This enables us to engage and collaborate with thought-leading surgeons and academic institutions around the world in order to develop products and technologies specifically designed to meet the needs of pediatric orthopedic surgeons and their patients. Our dedication to the pediatric orthopedic community is evidenced by our leading support of the five major pediatric orthopedic surgical societies that conduct pediatric clinical education and research. In 2020, we conducted numerous training workshops focused on fellows and surgeons early in their careers. We are a major sponsor of CME courses in pediatric spine and pediatric orthopedics. We believe collaborating with pediatric orthopedic surgeons has helped to promote familiarity with our products and loyalty among fellows and surgeons early in their careers.

•    Scalable Business Model. Our ability to identify and respond quickly to the needs of pediatric orthopedic surgeons and their patients is central to our culture and critical to our continued success. As of December 31, 2020, our U.S. sales organization consisted of 36 independent sales agencies employing more than 171 sales representatives. Outside of the United States, we work with 42 independent stocking distributors and 11 independent sales agencies in 44 countries. We estimate that 62% of U.S. pediatric trauma and deformity and scoliosis procedures in 2015 were performed in only 268 hospitals. We believe that this high concentration of procedures and our focused sales organization will enable us to address the pediatric orthopedic surgery market in a capital-efficient manner. In addition, we believe our exclusive focus on hospitals that perform pediatric orthopedic surgery will allow us to grow our revenue while leveraging investment in a smaller number of consigned implant and instrument sets. As we continue to broaden our product offering, we believe the scalability of our business model will allow us simultaneously to increase our reach, deepen our relationships with pediatric orthopedic surgeons and help us to achieve significant returns on our investments in implant and instrument sets, product development and commercial infrastructure.

•    Unique Culture: A Different Kind of Orthopedic Company. We have established a results-oriented, people-focused corporate culture dedicated to improving the lives of children with orthopedic conditions. Our senior management team provides engaging leadership and believes that the only hierarchy is that of good ideas, which can come from everywhere in our company. Our Trauma and Deformity and Scoliosis business are each led by a vice president, who chairs a business team composed of representatives from research and development, quality and
14

regulatory, operations, sales and finance functions. These teams meet frequently and make decisions regarding new products, inventory builds and promotional activities, thus enhancing our agility and the speed of decision making. We believe this culture allows us to attract and retain talented, high performing professionals. For five years we have been named one of the Best Companies to work for in Indiana. We believe our focus and commitment to pediatric orthopedics has also enhanced our reputation among pediatric orthopedic surgeons as the only diversified orthopedic company focused on their specialty.

We believe that our exclusive focus on pediatric orthopedic surgery, our comprehensive product portfolio, our collaborations with surgeons, our scalable business model and our engaging culture are all sources of significant competitive advantage. We believe these sources of competitive advantage provide us with the means to expand and defend our position as category leader and constitute barriers to entry that would require significant time, focus, and investment for a competitor to overcome.

Our Strategy

Our goal is to continue to enhance our leadership in the pediatric orthopedic surgery market and thereby improve the lives of children with orthopedic conditions. To achieve this goal, we have implemented a strategy that has five elements:

•    Increase Investment in Consigned Implant and Instrument Sets to Accelerate Revenue Growth. We intend to increase our investment in implant and instrument sets consigned to hospitals in the United States and select international markets to satisfy market demand and accelerate our product sales worldwide. Due to the high concentration of pediatric orthopedic surgeons in comparatively few hospitals, we believe we can accelerate the penetration of our addressable market efficiently.

•    Capitalize on Our Efficient Product Development Process to Expand Our Innovative Products. We have a track record of introducing innovative products that meet the clinical needs of pediatric orthopedic surgeons and their patients. We believe many of these products are becoming the standard of care in pediatric orthopedic surgery, and we intend to increase our investment in research and development of new products to 7-9% of sales. We aim to surround our customers with all the important surgical systems they need to do their work, and our product pipeline includes a number of new systems and product line extensions. We aspire to launch at least one new surgical system and multiple product line extensions in our trauma and deformity and scoliosis businesses each year for the foreseeable future. We intend to leverage our market knowledge and our relationships with leading pediatric orthopedic surgeons to continue developing innovative technologies and bringing them to market quickly. We believe broadening our product offering will strengthen our position as the comprehensive solution provider for pediatric orthopedic surgeons, deepen our relationships with existing customers, lead to the acquisition of new customers and enhance our reputation.

•    Strengthen Our Global Sales and Distribution Infrastructure. We believe there is significant opportunity for us to leverage our exclusive focus on pediatric orthopedic surgery and expand our market penetration and share. We intend to continue investing in our global sales and distribution organization by increasing the number and upgrading the quality of our independent sales agencies and distributors through recruitment and adding clinical and sales training programs. Starting in 2017, we also began to supplement our use of sales agencies with direct sales programs in the United Kingdom, Ireland, Australia and New Zealand. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. Additionally, in March 2019, we established an operating company in the Netherlands to further enhance our operations in Europe. In these markets, we work through sales agencies that are paid a commission, and we consign sets to hospitals, ship replacement products, bill and collect receivables. This has generated an increase in revenue and gross margin. Many experienced sales agencies and distributors have been impacted by ongoing consolidation in the orthopedic industry and, as a result, we believe are eager to adopt new product lines like ours. We believe these continued investments will strengthen our relationships with pediatric orthopedic surgeons, expand our presence in the hospitals where pediatric orthopedic surgery is performed and leverage our proprietary technologies to enhance the field of pediatric orthopedic surgery.
15


•    Deepen Our Partnerships With Pediatric Orthopedic Surgeons Through Clinical Education and Research. We want pediatric orthopedic surgeons to view us as their partner in advancing the field of pediatric orthopedic surgery. Beyond working with them to develop innovative products, we intend to deepen our partnership with surgeons by leveraging the experience of our senior management team, including our CMO, to expand our clinical education programs and partnerships with teaching hospitals, sponsor surgical workshops for residents and fellows and support worthwhile clinical research projects. We believe our commitment to clinical education and research enables us to advance the practice of pediatric orthopedic surgery and provides surgeons with access to sophisticated training in pediatric orthopedics that is not available through traditional residents’ training programs. We believe these efforts will continue to promote familiarity with our products and loyalty among fellows and young surgeons and generate new product ideas that will contribute to growth, enhance our competitive position and expand our market opportunity.

•    Continue to Develop an Engaging Culture of Continuous Improvement. We believe that culture can be a company’s most powerful source of competitive advantage. Cultures are unique, cannot be reverse-engineered and are impossible to duplicate. We have established a corporate culture that is results-oriented and people-focused. It is built on the cause of improving the lives of children with orthopedic conditions. We believe our higher corporate purpose captures the hearts and minds of our employees and empowers them to be committed to doing everything better, faster and at lower cost. We intend to continue developing this engaging culture of continuous improvement with the goal of building a different kind of orthopedic company: one that is committed to children, works with agencies and distributors as partners and aims to address the market’s unmet needs.

Our Product Portfolio

We have developed a comprehensive portfolio of implants and instruments specifically designed to treat children with orthopedic conditions within the three categories of the pediatric orthopedic market that we currently serve. We currently market 35 surgical systems that address pediatric trauma and deformity correction, scoliosis and sports medicine/other procedures. Many of our products are available in a variety of sizes and configurations to address a wide range of patient conditions and surgical requirements. These surgical systems are summarized below.

Trauma and Deformity Correction

Our trauma and deformity correction product line includes more than 5,200 implants and bone fixation devices for the femur, tibia, upper and lower extremities and external fixation. Our global revenue from this category for the year ended December 31, 2020 was $47.7 million, or 67% of total revenue, which represented a reduction of 3% over the prior year. In December 2020, the Company recorded a $2.7 million revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Global revenue from this category for the years ended December 31, 2019 and 2018 was $49.4 million and $39.7 million or 68% and 69% of total revenue, respectively.

Scoliosis

Our scoliosis product category includes our RESPONSETM systems for treating spinal deformity in children, the BandLocTM 5.5mm/6.0mm sub-laminar banding system, FIREFLY® Pedicle Screw Navigation Guides, and ApiFix® Mid-C System. Our global revenue from this category for the year ended December 31, 2020 was $20.7 million, or 29% of total revenue, which represented a reduction of 3% over the prior year. Global revenue from this category for the years ended December 31, 2019 and 2018 was $21.5 million and $16.7 million or 30% and 29% of total revenue, respectively.

Sports Medicine/Other

Our sports medicine/other product category primarily includes our ACL, MPFL Reconstruction system and Telos. Our global revenue from this category for the year ended December 31, 2020 was $2.7 million, or 4% of total revenue, which represented growth of 57% over the prior year. Global revenue from this category for the years
16

ended December 31, 2019 and 2018 was $1.7 million and $1.2 million or 2% and 2% of total revenue, respectively.

Our revenue is typically higher in the summer months and holiday periods, driven by higher sales of our trauma and deformity and scoliosis products, which is influenced by the higher incidence of pediatric surgeries during these periods due to recovery time provided by breaks in the school year.

Product Pipeline

We have three product development objectives: (i) develop innovative new systems that enable surgeons to advance the field of pediatric orthopedics and allow us to focus on categories of the pediatric orthopedic market we are not currently addressing such as spinal implants used in treating adolescent idiopathic, early onset, and neuromuscular scoliosis, active growing implants for early onset scoliosis and limb length discrepancies, trauma implants and non-surgical devices and limb deformity implants; (ii) build-out our current portfolio of products with line extensions that allow these systems to be used in more types of surgeries; and (iii) make improvements to our current implants and instruments that reduce their cost and improve their effectiveness. We have a large number of new product ideas under development, and we aspire to launch at least one new system and multiple line extensions and product improvements every year.

We have a deep pipeline of new systems that are currently under development, including the following projects.

Slipped Capital Femoral Ephiphysis, or SCFE

In early 2021, we will launch a system to treat slipped capital femoral ephiphysis. This system will consist of a line of implants and enhanced instrumentation to treat this common injury to the ball of the upper femur.

RESPONSETM Neuromuscular

In the first half of 2021, we will launch the full complement of RESPONSETM Neuromuscular system implants which will provide surgeons with additional implants to our RESPONSETM systems to treat the complex deformities associated with neuromuscular scoliosis.

RESPONSETM Rib and Pelvic System

Our RESPONSETM Rib and Pelvic System is designed to aid surgeons in the treatment of early onset scoliosis, a debilitating form of scoliosis that affects very young children.

Osteogenesis Imperfecta Nail System

Brittle bone disease poses a number of challenges for orthopedic surgeons. We are developing a passive growing nail that will maximize rotational stability, addressing the primary deficiency of the product that has historically been used to perform this surgery. This system is currently in late-stage development with the goal of a 510(k) submission to the FDA in 2021.

Pediatric Nailing Platform | Tibia

In late 2022, we plan to launch the Pediatric Nailing Platform | Tibia, which will utilize the same enhanced instrumentation in the Pediatric Nailing Platform | Femur system, which was introduced in 2018. This system will treat deformities and traumatic injuries of the tibia.

Active Growing Implants

We are developing a new generation of adjustable implant systems, which we refer to as our Active Growing Implants. Our Active Growing Implants will utilize a non-magnetic power source of significantly greater strength and control than the current technology and will be adjustable at the time of implantation and non-invasively over the course of treatment to accommodate the changing clinical needs of patients as they heal, grow and age. We are developing our Active Growing Implants for the treatment of early onset scoliosis and limb length
17

discrepancies. We believe these products will be a natural complement to our current product offering. While we have an active program underway in the development of these systems, the dates of completion, 510(k) submission to the FDA and market introduction are uncertain at this time.

Research and Product Development

We seek to leverage our considerable experience in pediatric orthopedics to develop innovative implants and instruments that serve the unmet needs of pediatric orthopedic surgeons and their patients. Some of our product designs leverage our exclusive rights to the Hamann-Todd Collection of the Cleveland Natural History Museum, the world’s largest pediatric osteological collection.

We have made significant investments in product development personnel and infrastructure, and we believe that ongoing research and development efforts are essential to our success. Our culture of continuous improvement challenges us to develop better products efficiently and at lower cost. New products are developed by teams of engineers, commercial personnel and surgeon advisors, who work closely together through the design, prototype and market-testing phases of a product’s development.

Our clinical and regulatory affairs personnel support our product design teams to facilitate regulatory clearances and market registrations. Since inception, our average clearance time with the FDA has been 93 days, which we believe is less than half of the average approval time for all medical devices over the past five years. This is in part due to the impact of the Pediatric Medical Device Safety and Improvement Act of 2007, which encourages pediatric medical device research and development and aids the FDA in tracking the number and types of medical devices approved specifically for children.

Sales and Marketing

We believe we are the only orthopedic company with a robust pediatric-focused infrastructure, including a dedicated global commercial organization. As of December 31, 2020, our U.S. sales organization consisted of 36 independent sales agencies employing 171 focused sales representatives. Increasingly, these sales agencies are making us the anchor line in their businesses or representing us exclusively. Sales to customers from such agencies represented 86% of our global revenue in 2020 and 76% in 2019.

Outside of the United States, our sales organization consisted of 42 independent stocking distributors and 11 independent sales agencies in 44 countries, including the largest markets in the European Union, Latin America and the Middle East, as well as South Africa, Australia and Japan. We believe our distributors are well regarded by pediatric orthopedic surgeons in their respective markets. To support our international distribution organization, we have hired a number of regional market managers, whose product and clinical expertise deepens our relationships with both surgeons and our distributors. In the near term, we expect to selectively expand the number of international markets we serve, as well as to deepen our penetration of important existing markets such as Brazil and Germany. In 2017, we began to supplement our use of independent stocking distributors with direct sales programs in the United Kingdom, Ireland, Australia and New Zealand. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe. In these markets, we work through sales agencies that are paid a commission. We consign sets to hospitals, ship replacement products, bill and collect receivables. These new arrangements have generated an increase in revenue and gross margin. We plan to continue to make similar transitions in select international markets that we believe would benefit from a sales agency model.

We have developed intensive training programs for our global sales organization. We expect our sales agencies and distributors to continue to deepen their knowledge of pediatric clinical conditions, surgical procedures and our products, thus increasing their effectiveness. Our domestic and international sales representatives are usually present in the operating room during surgeries in which our products are used. We believe the clinical expertise of our global sales organization and their presence both in and out of the operating room will enable them to increase pediatric orthopedic surgeons’ confidence in using our products, deepen their relationships with existing customers and lead to the acquisition of new customers.

Global Pediatric Orthopedic Surgeon Involvement, Education and Training

We are dedicated to the cause of improving the lives of children with orthopedic conditions. We want pediatric orthopedic surgeons throughout the world to view us as their partner in advancing their field. Therefore, we
18

utilize surgeon input when developing products and clinical education programs. These efforts are aided by our CMO, a highly respected former pediatric orthopedic surgeon. Our entire organization, including our senior executive team and sales representatives, maintains an extensive network of contacts with pediatric orthopedic surgeons. These relationships help us understand clinical needs, respond quickly to customer ideas and support new developments in the field of pediatric orthopedics.

We are committed to advancing pediatric orthopedic care by supporting clinical education. We support local, regional and national educational courses, intensive hands-on training programs and product-based workshops that enable surgeons to practice surgical procedures using our products. In 2020, we conducted numerous training workshops focused on fellows and surgeons early in their careers. We are also a major sponsor of CME courses in pediatric spine and pediatric orthopedics. In 2018 and 2019, we sponsored the fourth and fifth Annual International Children's Spine Symposium, respectively, each of which was held in Orlando, Florida, and we prepared the third and fourth Annual Pediatric Orthopedic Surgical Techniques Course, respectively, each of which was held at The Medical Education and Research Institute in Memphis, Tennessee. We also sponsor the annual Akron Pediatric Orthopedic Residents Review Course for over 100 residents from hospitals across the Midwest and the second annual PediOrthoWest resident review program that attracted more than 30 residents from hospitals in Northern California. We have a growing commitment to the clinical research performed by surgeons. This commitment ranges from providing our products for clinical outcome studies to providing advanced research grants.

Cumulatively, we are the largest financial contributor to the five primary pediatric orthopedic surgical societies that conduct pediatric clinical education and research: the Pediatric Orthopaedic Society of North America, the International Pediatric Orthopaedic Symposium, the European Pediatric Orthopaedic Society, the American Academy for Cerebral Palsy and Developmental Medicine and the Pediatric Research in Sports Medicine Society. Additionally, we are a sponsor of the two major spine deformity organizations, the Scoliosis Research Society and the International Meeting on Advanced Spine Techniques. We are also the founding and leading sponsor of the Pediatric Research in Sports Medicine Society and have significantly increased our sponsorship of the Baltimore Limb Deformity Course. Our support of these organizations demonstrates our commitment to the clinical training and research these organizations sponsor. We believe this support enhances our reputation as the category leader in pediatric orthopedics.

Additionally, during 2018, 2019 and 2020, we funded the The Foundation for Advancing Pediatric Orthopaedics ("Foundation") as a 501(c)3 public charity. The Foundation is led by the Company's Chief Medical Officer and a board composed of nine eminent pediatric orthopedic educators. The Foundation channels OrthoPediatrics' clinical education funding together with contributions from the general public to support non-commerical education programs and clinical research.

Manufacturing and Suppliers

Our products are manufactured to our specifications by third-party suppliers who meet our manufacturer qualification standards. Our third-party manufacturers meet FDA and other country-specific quality standards, supported by our internal specifications and procedures. We believe these manufacturing relationships allow us to work with suppliers who have well-developed specialized competencies, minimize our capital investment, control costs and shorten cycle times, all of which we believe allow us to compete with larger volume manufacturers of orthopedic implants. We work closely with our suppliers with a goal of ensuring our inventory needs are met while maintaining high quality and reliability.

All of our device contract manufacturers are required to be ISO 13485 certified and are registered establishments with the FDA. Our internal quality management group conducts comprehensive on-site inspection audits of our suppliers to ensure they meet FDA and other country-specific requirements, as necessary. In addition, we and our suppliers are subject to periodic unannounced inspections by U.S. and international regulatory authorities to ensure compliance with quality regulations.

We maintain certain long-term contracts with our key suppliers. Our suppliers do not require guaranteed minimum purchases. In most cases, we have redundant manufacturing capabilities for each of our products. To date, we have not experienced any difficulty obtaining the materials necessary to meet demand for our products, and we believe manufacturing capacity is sufficient to meet global market demand for our products for the foreseeable future.

19


Intellectual Property

Our success depends upon our ability to protect our intellectual property. We rely on a combination of intellectual property rights, including patents, trade secrets, copyrights and trademarks, as well as customary confidentiality and other contractual protections. We own numerous issued patents and pending patent applications that relate to our technology. As of December 31, 2020, we owned 28 issued U.S. patents and 56 issued foreign patents and we had 35 pending U.S. patent applications and 40 foreign patent applications. As of December 31, 2020, 8 of our U.S. issued patents have pending continuation or divisional applications in process which may provide additional intellectual property protection if issued as U.S. patents. Our issued U.S. patents expire between 2024 and 2036, subject to payment of required maintenance fees, annuities and other charges. As of December 31, 2020, we owned 16 U.S. trademark registrations and 3 pending U.S. trademark applications, as well as 23 registrations in other jurisdictions worldwide.

We also rely upon trade secrets, know-how and continuing technological innovation, and may in the future rely upon licensing opportunities, to develop and maintain our competitive position. We protect our proprietary rights through a variety of methods, including confidentiality agreements and proprietary information agreements with suppliers, employees, consultants and others who may have access to proprietary information.

Competition

The orthopedic industry is competitive, subject to rapid technological change and significantly affected by new product introductions and market activities of other participants. Our currently marketed products are, and any future products we commercialize will be, subject to competition. We believe the principal competitive factors in our markets include:

•    improved outcomes for medical conditions;

•    acceptance by orthopedic surgeons;

•    ease of use and reliability;

•    acceptance by the patient community;

•    product price;

•    availability of implant-specific instrument sets;

•    effective marketing and distribution; and

•    speed to market.

We have competitors in each of our three product categories, including the DePuy Synthes Companies (a subsidiary of Johnson & Johnson), Medtronic plc, Smith & Nephew plc and Orthofix. We believe we have the broadest pediatric product offering across these categories relative to these competitors. Our ability to compete successfully will depend on our ability to develop proprietary products that reach the market in a timely manner, are cost effective and are safe and effective. They also require a dedicated selling organization that is viewed by pediatric orthopedic surgeons as a consultative resource that can attend surgery.

Employees

As of December 31, 2020, we employed 116 full-time employees, 21 of whom were engaged in research and development and 34 of whom were engaged in sales and marketing. None of our employees are subject to a collective bargaining agreement, and we consider our employee relations to be good.

Government Regulation

Our products and our operations are subject to extensive regulation by the FDA and other federal and state authorities in the United States, as well as comparable authorities in foreign jurisdictions. Our products are subject to regulation as medical devices under the Federal Food, Drug, and Cosmetic Act ("FDCA"), as
20

implemented and enforced by the FDA. The FDA regulates the development, design, non-clinical and clinical research, manufacturing, safety, efficacy, labeling, packaging, storage, installation, servicing, recordkeeping, premarket clearance or approval, adverse event reporting, advertising, promotion, marketing and distribution, and import and export of medical devices to ensure that medical devices distributed domestically are safe and effective for their intended uses and otherwise meet the requirements of the FDCA.

In addition to U.S. regulations, we are subject to a variety of regulations in other jurisdictions governing clinical trials and commercial sales and distribution of our products. Whether or not we obtain FDA clearance or approval for a product, we must obtain authorization before commencing clinical trials or obtain marketing authorization or approval of our products under the comparable regulatory authorities of countries outside of the United States before we can commence clinical trials or commercialize our products in those countries. The approval process varies from country to country and the time may be longer or shorter than that required for FDA clearance or approval.

FDA Premarket Clearance and Approval Requirements

Unless an exemption applies, each medical device commercially distributed in the United States requires either FDA clearance of a 510(k) premarket notification or PMA approval. Under the FDCA, medical devices are classified into one of three classes — Class I, Class II or Class III — depending on the degree of risk associated with each medical device and the extent of manufacturer and regulatory control needed to ensure its safety and effectiveness. Class I includes devices with the lowest risk to the patient and are those for which safety and effectiveness can be assured by adherence to the FDA’s General Controls for medical devices, which include compliance with the applicable portions of the Quality System Regulation (QSR), facility registration and product listing, reporting of adverse medical events, and truthful and non-misleading labeling, advertising, and promotional materials. Class II devices are subject to the FDA’s General Controls, and special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device.

These special controls can include performance standards, post-market surveillance, patient registries and FDA guidance documents. While most Class I devices are exempt from the 510(k) premarket notification requirement, manufacturers of most Class II devices are required to submit to the FDA a premarket notification under Section 510(k) of the FDCA requesting permission to commercially distribute the device. The FDA’s permission to commercially distribute a device subject to a 510(k) premarket notification is generally known as 510(k) clearance. Devices deemed by the FDA to pose the greatest risks, such as life-sustaining, life-supporting or some implantable devices, or devices that have a new intended use, or use advanced technology that is not substantially equivalent to that of a legally marketed device, are placed in Class III, requiring approval of a PMA. Some pre-amendment devices are unclassified, but are subject to the FDA’s premarket notification and clearance process in order to be commercially distributed. Our currently marketed products are Class I and exempted from premarket notification, or Class II/ or unclassified devices subject to 510(k) clearance with the exception of the ApiFix Mid-C System which is an unclassified, approved device under the Humanitarian Device Exemption, or HDE, regulation.

Approval under the HDE regulation is contingent upon the submission of periodic reports at intervals of one year (unless otherwise specified) from the date of approval of the original HDE (August 2019). The purpose of the HDE provision is to encourage the discovery and use of devices intended to benefit patients in the treatment and diagnosis of diseases or conditions that affect not more than 8,000 individuals in the United States per year. The FDA may grant an HDE, which is an exemption from the effectiveness requirements of sections 514 and 515 of the FDCA Act, if the FDA determines that the device meets certain criteria. After HDE approval, the medical device may only be used after IRB approval has been obtained. Under FDA regulations, an IRB is an appropriately constituted group that has been formally designated to review and monitor biomedical research involving human subjects. In accordance with FDA regulations, an IRB has the authority to approve, require modifications in (to secure approval), or disapprove research. This group review serves an important role in the protection of the rights, safety and welfare of human research subjects. The purpose of IRB review is to assure, both in advance and by periodic review, that appropriate steps are taken to protect the rights, safety and welfare of humans participating as subjects in the research.




21

510(k) Marketing Clearance Pathway

Our Class II products are subject to premarket notification and clearance under section 510(k) of the FDCA. To obtain 510(k) clearance, we must submit to the FDA a premarket notification submission demonstrating that the proposed device is “substantially equivalent” to a predicate device already on the market. A predicate device is a legally marketed device that is not subject to premarket approval, i.e., a device that was legally marketed prior to May 28, 1976 (pre-amendments device) and for which a PMA is not required, a device that has been reclassified from Class III to Class II or I, or a device that was found substantially equivalent through the 510(k) process. The FDA’s 510(k) clearance process usually takes from nine to twelve months, but may take significantly longer. The FDA may require additional information, including clinical data, to make a determination regarding substantial equivalence.

If the FDA agrees that the device is substantially equivalent to a predicate device currently on the market, it will grant 510(k) clearance to commercially market the device. If the FDA determines that the device is “not substantially equivalent” to a previously cleared device, the device is automatically designated as a Class III device. The device sponsor must then fulfill more rigorous PMA requirements, or can request a risk-based classification determination for the device in accordance with the “de novo” process, which is a route to market for novel medical devices that are low to moderate risk and are not substantially equivalent to a predicate device.

After a device receives 510(k) marketing clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a major change or modification in its intended use, will require a new 510(k) marketing clearance or, depending on the modification, a de novo classification or PMA approval. The FDA requires each manufacturer to determine whether the proposed change requires submission of a 510(k) or a PMA in the first instance, but the FDA can review any such decision and disagree with a manufacturer’s determination. Minor modifications may be accomplished by a manufacturer documenting the change in an internal letter-to-file. The FDA can always review these letters to file during an inspection. If the FDA disagrees with a manufacturer’s determination, the FDA can require the manufacturer to cease marketing and/or request the recall of the modified device until 510(k) marketing clearance or PMA approval is obtained. Also, in these circumstances, we may be subject to significant regulatory fines or penalties.

Post-Market Regulation

After a device is cleared or approved for marketing, numerous and pervasive regulatory requirements continue to apply. These include:

•    establishment registration and device listing with the FDA;

•    QSR requirements, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the design and manufacturing process;

•    labeling and marketing regulations, which require that promotion is truthful, not misleading, fairly balanced and provide adequate directions for use and that all claims are substantiated, and also prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling; FDA guidance on off-label dissemination of information and responding to unsolicited requests for information;

•    the federal Physician Sunshine Act and various state and foreign laws on reporting remunerative relationships with healthcare providers (HCPs);

•    the federal Anti-Kickback Statute (and similar state laws) prohibiting, among other things, soliciting, receiving, offering or providing remuneration intended to induce the purchase or recommendation of an item or service reimbursable under a federal healthcare program, such as Medicare or Medicaid. A person or entity does not have to have actual knowledge of this statute or specific intent to violate it to have committed a violation;

•    the federal False Claims Act (and similar state laws) prohibiting, among other things, knowingly presenting, or causing to be presented, claims for payment or approval to the federal government that are false or fraudulent, knowingly making a false statement material to an obligation to pay or
22

transmit money or property to the federal government or knowingly concealing, or knowingly and improperly avoiding or decreasing, an obligation to pay or transmit money to the federal government. The government may assert that claim includes items or services resulting from a violation of the federal Anti-Kickback Statute and constitutes a false or fraudulent claim for purposes of the false claims statute;

•    clearance or approval of product modifications to 510(k)-cleared devices that could significantly affect safety or effectiveness or that would constitute a major change in intended use of one of our cleared devices;

•    medical device reporting regulations, which require that a manufacturer report to the FDA if a device it markets may have caused or contributed to a death or serious injury, or has malfunctioned and the device or a similar device that it markets would be likely to cause or contribute to a death or serious injury, if the malfunction were to recur;

•    correction, removal and recall reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health;

•    complying with the new federal law and regulations requiring Unique Device Identifiers (UDI) on devices and also requiring the submission of certain information about each device to the FDA’s Global Unique Device Identification Database (GUDID);

•    the FDA’s recall authority, whereby the agency can order device manufacturers to recall from the market a product that is in violation of governing laws and regulations; and

•    post-market surveillance activities and regulations, which apply when deemed by the FDA to be necessary to protect the public health or to provide additional safety and effectiveness data for the device.

We may be subject to similar foreign laws that may include applicable post-marketing requirements such as safety surveillance. Our manufacturing processes are required to comply with the applicable portions of the QSR, which cover the methods and the facilities and controls for the design, manufacture, testing, production, processes, controls, quality assurance, labeling, packaging, distribution, installation and servicing of finished devices intended for human use. The QSR also requires, among other things, maintenance of a device master file, device history file, and complaint files. As a manufacturer, we are subject to periodic scheduled or unscheduled inspections by the FDA. Our failure to maintain compliance with the QSR requirements could result in the shut-down of, or restrictions on, our manufacturing operations and the recall or seizure of our products. The discovery of previously unknown problems with any of our products, including unanticipated adverse events or adverse events of increasing severity or frequency, whether resulting from the use of the device within the scope of its clearance or off-label by a physician in the practice of medicine, could result in restrictions on the device, including the removal of the product from the market or voluntary or mandatory device recalls.

The FDA has broad regulatory compliance and enforcement powers. If the FDA determines that we failed to comply with applicable regulatory requirements, it can take a variety of compliance or enforcement actions, which may result in any of the following sanctions:

•    warning letters, untitled letters, fines, injunctions, consent decrees and civil penalties;

•    recalls, withdrawals, or administrative detention or seizure of our products;

•    operating restrictions or partial suspension or total shutdown of production;

•    refusing or delaying requests for 510(k) marketing clearance or PMA approvals of new products or modified products;

•    withdrawing 510(k) clearances or PMA approvals that have already been granted;

23

•    refusal to grant export or import approvals for our products; or

•    criminal prosecution.

Regulation of Medical Devices in the EEA

There is currently no premarket government review of medical devices in the EEA (which is comprised of the 27 Member States of the EU plus Norway, Liechtenstein and Iceland). However, all medical devices placed on the market in the EEA must meet the relevant essential requirements laid down in Annex I of Directive 93/42/EEC concerning medical devices, or the Medical Devices Directive. There is also a directive specifically addressing Active Implantable Medical Devices (Directive 90/385/EEC). The most fundamental essential requirement is that a medical device must be designed and manufactured in such a way that it will not compromise the clinical condition or safety of patients, or the safety and health of users and others. In addition, the device must achieve the performances intended by the manufacturer and be designed, manufactured and packaged in a suitable manner. The European Commission has adopted various standards applicable to medical devices. These include standards governing common requirements, such as sterilization and safety of medical electrical equipment, and product standards for certain types of medical devices. There are also harmonized standards relating to design and manufacture. While not mandatory, compliance with these standards is viewed as the easiest way to satisfy the essential requirements as a practical matter. Compliance with a standard developed to implement an essential requirement also creates a rebuttable presumption that the device satisfies that essential requirement.

To demonstrate compliance with the essential requirements laid down in Annex I to the Medical Devices Directive, medical device manufacturers must undergo a conformity assessment procedure, which varies according to the type of medical device and its classification. Conformity assessment procedures require an assessment of available clinical evidence, literature data for the product and post-market experience in respect of similar products already marketed. Except for low-risk medical devices (Class I non-sterile, non-measuring devices), where the manufacturer can self-declare the conformity of its products with the essential requirements (except for any parts which relate to sterility or metrology), a conformity assessment procedure requires the intervention of a notified body. Notified bodies are often separate entities and are authorized or licensed to perform such assessments by government authorities. The notified body would typically audit and examine a product’s technical dossiers and the manufacturers’ quality system. If satisfied that the relevant product conforms to the relevant essential requirements, the notified body issues a certificate of conformity, which the manufacturer uses as a basis for its own declaration of conformity. The manufacturer may then apply the CE Mark to the device, which allows the device to be placed on the market throughout the EEA. Once the product has been placed on the market in the EEA, the manufacturer must comply with requirements for reporting incidents and field safety corrective actions associated with the medical device.

In order to demonstrate safety and performance for their medical devices, manufacturers must evaluate applicable clinical data in accordance with the requirements of Annex X to the Medical Devices Directive and applicable European and International Organization for Standardization standards, as implemented or adopted in the EEA member states. Clinical data may be in the form of relevant scientific literature of an equivalent device, clinical investigations of the device, or both. Clinical investigations for medical devices usually require the approval of an ethics review board and approval by or notification to the national regulatory authorities. Both regulators and ethics committees also require the submission of serious adverse event reports during a study and may request a copy of the final study report.

The Medical Devices Regulation, or MDR, entered into force in May 2017 and, due to the COVID-19 pandemic, was postponed from its original application date of May 2020 to May 2021. The MDR among other things, imposes additional reporting requirements on manufacturers of high risk medical devices, impose an obligation on manufacturers to appoint a “qualified person” responsible for regulatory compliance, and provide for more strict clinical evidence requirements.

We are subject to regulations and product registration requirements in many foreign countries in which we may sell our products, including in the areas of:

•    design, development, manufacturing and testing;

•    product standards;

24

•    product safety;

•    product safety reporting;

•    marketing, sales and distribution;

•    packaging and storage requirements;

•    labeling requirements;

•    content and language of instructions for use;

•    clinical trials;

•    record keeping procedures;

•    advertising and promotion;

•    recalls and field corrective actions;

•    post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if                 they were to recur, could lead to death or serious injury;

•    import and export restrictions;

•    tariff regulations, duties and tax requirements;

•    registration for reimbursement; and

•    necessity of testing performed in country by distributors for licensees.

The time required to obtain clearance by foreign countries may be longer or shorter than that required for FDA clearance, and requirements for licensing a product in a foreign country may differ significantly from FDA requirements.

The MDR includes further controls and requirements on the following activities:

•    high level of request for premarket clinical evidence for high risk devices;

•    increased scrutiny of technical files for implantable devices;

•    monitoring of notified bodies, by independent auditors;

•    increased requirements regarding vigilance and product traceability (specifically related to      labeling requirements); and

•    increased regulation for non-traditional roles such as importer and distributor.

Regulations in the United Kingdom

Effective January 31, 2020, the United Kingdom of Great Britain and Northern Ireland, or UK, withdrew from the European Union, or EU. New regulations specific to the UK went into effect beginning January 1, 2021 with a transitional period through June 30, 2023. These regulations may impact our ability to sell our products in the UK. During the transition period, devices with CE Markings may continue to be sold within the UK. Devices sold in Northern Ireland will be required to keep the CE Marking after the transition period ends.

In order to comply with the new regulations and continue selling medical devices in Great Britain (England, Wales and Scotland) following the transition period, the Company must appoint a UK Responsible Person and register the medical devices with the UK's Medicines and Healthcare product Regulatory Agency, or MHRA. A new conformity assessment must be completed by a UK Approved Body, or UKAB. The UKAB will audit and examine a
25

product’s technical dossiers and the manufacturers’ quality system. If satisfied that the relevant product conforms to the relevant essential requirements, the UKAB issues a certificate of conformity, which the manufacturer uses as a basis for its own declaration of conformity. The manufacturer may then apply the UKCA Mark to the device, which allows the device to be placed on the market throughout Great Britain. Once the product has been placed on the market in Great Britain, the manufacturer must comply with requirements for reporting incidents and field safety corrective actions associated with the medical device.

Federal, State and Foreign Fraud and Abuse and Physician Payment Transparency Laws

In addition to FDA restrictions on marketing and promotion of drugs and devices, other federal and state laws restrict our business practices. These laws include, without limitation, foreign, federal, and state anti-kickback and false claims laws, as well as transparency laws regarding payments or other items of value provided to healthcare providers.

The federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind to induce or in return for purchasing, leasing, ordering or arranging for or recommending the purchase, lease or order of any good, facility, item or service reimbursable, in whole or in part, under Medicare, Medicaid or other federal healthcare programs. The term “remuneration” has been broadly interpreted to include anything of value, including stock, stock options, and the compensation derived through ownership interests.

Recognizing that the federal Anti-Kickback Statute is broad and may prohibit many innocuous or beneficial arrangements within the healthcare industry, the DHHS issued regulations in July 1991, which the Department has referred to as “safe harbors.” These safe harbor regulations set forth certain provisions which, if met in form and substance, will assure medical device manufacturers, HCPs and other parties that they will not be prosecuted under the federal Anti-Kickback Statute. Additional safe harbor provisions providing similar protections have been published intermittently since 1991. Although there are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution, the exceptions and safe harbors are drawn narrowly. Practices that involve remuneration that may be alleged to be intended to induce prescribing, purchases or recommendations may be subject to scrutiny if they do not qualify for an exception or safe harbor. Failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the federal Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all its facts and circumstances. Several courts have interpreted the statute’s intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of federal healthcare covered business, the federal Anti-Kickback Statute has been violated. In addition, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. Moreover, a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act (described below).

Violations of the federal Anti-Kickback Statute can result in imprisonment, exclusion from Medicare, Medicaid or other governmental programs, as well as civil and criminal penalties, including criminal fines. Civil penalties for such conduct can further be assessed under the federal False Claims Act, including penalties of up to three times the amounts paid for such claims. Conduct and business arrangements that do not fully satisfy one of these safe harbor provisions may result in increased scrutiny by government enforcement authorities. The majority of states also have anti-kickback laws which establish similar prohibitions and in some cases may apply more broadly to items or services covered by any third-party payor, including commercial insurers and self-pay patients.

The federal civil False Claims Act prohibits, among other things, any person or entity from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment or approval to the federal government or knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim to the federal government. A claim includes “any request or demand” for money or property presented to the U.S. government. The federal civil False Claims Act also applies to false submissions that cause the government to be paid less than the amount to which it is entitled, such as a rebate. Intent to deceive is not required to establish liability under the civil federal civil False Claims Act.

26

In addition, private parties may initiate “qui tam” whistleblower lawsuits against any person or entity under the federal civil False Claims Act in the name of the government and share in the proceeds of the lawsuit. Penalties for federal civil False Claim Act violations include fines for each false claim, plus up to three times the amount of damages sustained by the federal government and, most critically, may provide the basis for exclusion from the federally funded healthcare program. On May 20, 2009, the Fraud Enforcement Recovery Act of 2009, or FERA, was enacted, which modifies and clarifies certain provisions of the federal civil False Claims Act. In part, the FERA amends the federal civil False Claims Act such that penalties may now apply to any person, including an organization that does not contract directly with the government, who knowingly makes, uses or causes to be made or used, a false record or statement material to a false or fraudulent claim paid in part by the federal government. The government may further prosecute conduct constituting a false claim under the federal criminal False Claims Act. The criminal False Claims Act prohibits the making or presenting of a claim to the government knowing such claim to be false, fictitious or fraudulent and, unlike the federal civil False Claims Act, requires proof of intent to submit a false claim.

The Civil Monetary Penalty Act of 1981 imposes penalties against any person or entity that, among other things, is determined to have presented or caused to be presented a claim to a federal healthcare program that the person knows or should know is for an item or service that was not provided as claimed or is false or fraudulent, or offering or transferring remuneration to a federal healthcare beneficiary that a person knows or should know is likely to influence the beneficiary’s decision to order or receive items or services reimbursable by the government from a particular provider or supplier.

HIPAA also created additional federal criminal statutes that prohibit among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

Many foreign countries have similar laws relating to healthcare fraud and abuse. Foreign laws and regulations may vary greatly from country to country. For example, the advertising and promotion of our products is subject to EU Directives concerning misleading and comparative advertising and unfair commercial practices, as well as other EEA Member State legislation governing the advertising and promotion of medical devices. These laws may limit or restrict the advertising and promotion of our products to the general public and may impose limitations on our promotional activities with healthcare professionals. Also, many U.S. states have similar fraud and abuse statutes or regulations that may be broader in scope and may apply regardless of payor, in addition to items and services reimbursed under Medicaid and other state programs.

Additionally, there has been a recent trend of increased foreign, federal, and state regulation of payments and transfers of value provided to healthcare professionals or entities. The federal Physician Payments Sunshine Act imposes annual reporting requirements on certain drug, biologics, medical supplies and device manufacturers for which payment is available under Medicare, Medicaid or CHIP for payments and other transfers of value provided by them, directly or indirectly, to physicians (including physician family members) and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. A manufacturer’s failure to submit timely, accurately and completely the required information for all payments, transfers of value or ownership or investment interests may result in civil monetary penalties. Manufacturers must submit reports by the 90th day of each calendar year. Certain foreign countries and U.S. states also mandate implementation of commercial compliance programs, impose restrictions on device manufacturer marketing practices and require tracking and reporting of gifts, compensation and other remuneration to healthcare professionals and entities.

Data Privacy and Security Laws

We may also become subject to various federal, state and foreign laws that protect the confidentiality of certain patient health information, including patient medical records, and restrict the use and disclosure of patient health information by healthcare providers, such as HIPAA, as amended by HITECH, in the United States.

Under HIPAA, the DHHS has issued regulations to protect the privacy and security of protected health information used or disclosed by covered entities including certain healthcare providers and their business
27

associates. HIPAA also regulates standardization of data content, codes and formats used in healthcare transactions and standardization of identifiers for health plans and providers. HIPAA violations carry civil and criminal penalties, and, in certain circumstances, criminal penalties. State attorneys general can also bring a civil action to enjoin a HIPAA violation or to obtain statutory damages on behalf of residents of his or her state.

In the European Union, we may be subject to laws relating to our collection, control, processing and other use of personal data (i.e. data relating to an identifiable living individual). We process personal data in relation to our operations. We process data of both our employees and our customers, including health and medical information. The data privacy regime in the EU includes the EU Data Protection Directive (95/46/EC) regarding the processing of personal data and the free movement of such data, the E-Privacy Directive 2002/58/EC and national laws implementing each of them. Each EU Member State has transposed the requirements laid down by the Data Protection Directive and E-Privacy Directive into its own national data privacy regime and therefore the laws may differ significantly by jurisdiction. We need to ensure compliance with the rules in each jurisdiction where we are established or are otherwise subject to local privacy laws.

The requirements include that personal data may only be collected for specified, explicit and legitimate purposes based on a legal grounds set out in the local laws, and may only be processed in a manner consistent with those purposes. Personal data must also be adequate, relevant, not excessive in relation to the purposes for which it is collected, be secure, not be transferred outside of the EEA unless certain steps are taken to ensure an adequate level of protection and must not be kept for longer than necessary for the purposes of collection. To the extent that we process, control or otherwise use sensitive data relating to living individuals (for example, patients’ health or medical information), more stringent rules apply, limiting the circumstances and the manner in which we are legally permitted to process that data and transfer that data outside of the EEA. In particular, in order to process such data, explicit consent to the processing (including any transfer) is usually required from the data subject (being the person to whom the personal data relates).

We are subject to the supervision of local data protection authorities in those jurisdictions where we are established or otherwise subject to applicable law.

Local laws are amended from time to time, and guidance is issued frequently by regulators. Any changes in law and new guidance may impact, and require changes to, our current operations. Additionally, on January 25, 2012, the European Commission published its draft EU General Data Protection Regulation ("GDPR"). On March 12, 2014, the European Parliament formally passed a revised proposal of the Regulation, and the Council of the European Union published its general approach on June 15, 2015. Trilogue discussion between the European Commission, European Parliament and Council of the European Union have concluded and the GDPR came into force May 25, 2018. The Regulation implements significant changes to the EU data protection regime. Unlike the E-Privacy and Data Protection Directives, the Regulation has direct effect in each EU Member State, without the need for further enactment. The Regulation strengthened individuals’ rights and imposed stricter requirements on companies processing personal data, and increases financial penalties for non-compliance.

Healthcare Reform

The United States and some foreign jurisdictions are considering or have enacted a number of legislative and regulatory proposals to change the healthcare system in ways that could affect our ability to sell our products profitably. Among policy makers and payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality or expanding access. Current and future legislative proposals to further reform healthcare or reduce healthcare costs may limit coverage of or lower reimbursement for the procedures associated with the use of our products. The cost containment measures that payors and providers are instituting and the effect of any healthcare reform initiative implemented in the future could impact our revenue from the sale of our products.

The implementation of the Affordable Care Act in the United States, for example, has changed healthcare financing and delivery by both governmental and private insurers substantially, and affected medical device manufacturers significantly. The Affordable Care Act imposed, among other things, a new federal excise tax on the sale of certain medical devices (which was permanently repealed December 20, 2019), provided incentives to programs that increase the federal government’s comparative effectiveness research, and implemented payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain healthcare services through bundled payment models. Additionally, the Affordable Care Act has expanded eligibility criteria for Medicaid programs and
28

created a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research. Since its enactment, there have been judicial, Congressional and executive branch challenges to certain aspects of the Affordable Care Act, and we expect there will be additional challenges and amendments to the Affordable Care Act in the future. While Congress has not passed comprehensive repeal legislation, it has enacted laws that modify certain provisions of the Affordable Care Act such as removing or delaying penalties, starting January 1, 2019, for not complying with the Affordable Care Act’s individual mandate to carry health insurance and delaying the implementation of certain Affordable Care Act-mandated fees. Additionally, on December 15, 2018, a Texas U.S. District Court Judge ruled that the Affordable Care Act is unconstitutional in its entirety because the individual mandate was repealed by Congress. Further, on December 18, 2019, the U.S. Court of Appeals for the 5th Circuit upheld the District Court ruling that the individual mandate was unconstitutional and remanded the case back to the District Court to determine whether the remaining provisions of the Affordable Care Act are invalid as well. On March 2, 2020, the United States Supreme Court granted the petitions for writs of certiorari and held oral arguments on November 10, 2020. Accordingly, we continue to evaluate the effect that the Affordable Care Act has on our business.

In addition, other legislative changes have been proposed and adopted since the Affordable Care Act was enacted. For example, the Budget Control Act of 2011, among other things, reduced Medicare payments to providers by 2% per fiscal year, effective on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2030 unless additional Congressional action is taken. However, the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, which was signed into law in March 2020 and is designed to provide financial support and resources to individuals and businesses affected by the COVID-19 pandemic, suspended the 2% Medicare sequester from May 1, 2020 through December 31, 2020, and extended the sequester by one year, through 2030. The Consolidated Appropriations Act, 2021, signed into law on December 27, 2020, extends the suspension period to March 31, 2021. Additionally, the American Taxpayer Relief Act of 2012, among other things, reduced Medicare payments to several providers, including hospitals, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. The Medicare Access and CHIP Reauthorization Act of 2015 repealed the formula by which Medicare made annual payment adjustments to physicians and replaced the former formula with fixed annual updates and a new system of incentive payments beginning January 1, 2020 that are based on various performance measures and physicians’ participation in alternative payment models, such as accountable care organizations.

We expect additional state and federal healthcare reform measures to be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and services, which could result in reduced demand for our products or additional pricing pressure.

Anti-Bribery and Corruption Laws

Our U.S. operations are subject to the U.S. Foreign Corrupt Practices Act of 1977 or FCPA. We are required to comply with the FCPA, which generally prohibits covered entities and their intermediaries from engaging in bribery or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business or other benefits. In addition, the FCPA imposes accounting standards and requirements on publicly traded U.S. corporations and their foreign affiliates, which are intended to prevent the diversion of corporate funds to the payment of bribes and other improper payments, and to prevent the establishment of “off books” slush funds from which such improper payments can be made. We also are subject to similar anticorruption legislation implemented in Europe under the Organization for Economic Co-operation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

Coverage and Reimbursement

In the United States, our currently approved products are commonly treated as general supplies utilized in orthopedic surgery and if covered by third-party payors, are paid for as part of the surgical procedure. Outside of the United States, there are many reimbursement programs through private payors as well as government programs. In some countries, government reimbursement is the predominant program available to patients and hospitals. Our commercial success depends in part on the extent to which governmental authorities, private health insurers and other third-party payors provide coverage for and establish adequate reimbursement levels for the procedures during which our products are used. Failure by physicians, hospitals, ambulatory surgery centers and other users of our products to obtain sufficient coverage and reimbursement from third-party payors for procedures in which our products are used, or adverse changes in government and private third-party payors’ coverage and reimbursement policies.
29


Based on our experience to date, third-party payors generally reimburse for the surgical procedures in which our products are used only if the patient meets the established medical necessity criteria for surgery. Some payors are moving toward a managed care system and control their healthcare costs by limiting authorizations for surgical procedures, including elective procedures using our devices. Although no uniform policy of coverage and reimbursement among payors in the United States exists and coverage and reimbursement for procedures can differ significantly from payor to payor, reimbursement decisions by particular third-party payors may depend upon a number of factors, including the payor’s determination that use of a product is:

•    a covered benefit under its health plan;

•    appropriate and medically necessary for the specific indication;

•    cost effective; and

•    neither experimental nor investigational.

Third-party payors are increasingly auditing and challenging the prices charged for medical products and services with concern for upcoding, miscoding, using inappropriate modifiers, or billing for inappropriate care settings. Some third-party payors must approve coverage for new or innovative devices or procedures before they will reimburse healthcare providers who use the products or therapies. Even though a new product may have been cleared for commercial distribution by the FDA, we may find limited demand for the product unless and until reimbursement approval has been obtained from governmental and private third-party payors.

The Centers for Medicare and Medicaid Services ("CMS") is responsible for administering the Medicare program and sets coverage and reimbursement policies for the Medicare program in the United States. The CMS, in partnership with state governments, also administers the Medicaid program and CHIP. CMS policies may alter coverage and payment related to our product portfolio in the future. These changes may occur as the result of national coverage determinations issued by CMS or as the result of local coverage determinations by contractors under contract with CMS to review and make coverage and payment decisions. Medicaid programs are funded by both federal and state governments, and may vary from state to state and from year to year and will likely play an even larger role in healthcare funding pursuant to the Affordable Care Act.

A key component in ensuring whether the appropriate payment amount is received for physician and other services, including those procedures using our products, is the existence of a Current Procedural Terminology, or CPT, code, to describe the procedure in which the product is used. To receive payment, healthcare practitioners must submit claims to insurers using these codes for payment for medical services. CPT codes are assigned, maintained and annually updated by the American Medical Association and its CPT Editorial Board. If the CPT codes that apply to the procedures performed using our products are changed or deleted, reimbursement for performances of these procedures may be adversely affected.

In the United States, some insured individuals enroll in managed care programs, which monitor and often require pre-approval of the services that a member will receive. Some managed care programs pay their providers on a per capita (patient) basis, which puts the providers at financial risk for the services provided to their patients by paying these providers a predetermined payment per member per month and, consequently, may limit the willingness of these providers to use our products.

We believe the overall escalating cost of medical products and services being paid for by the government and private health insurance has led to, and will continue to lead to, increased pressures on the healthcare and medical device industry to reduce the costs of products and services. All third-party reimbursement programs are developing increasingly sophisticated methods of controlling healthcare costs through prospective reimbursement and capitation programs, group purchasing, redesign of benefits, requiring second opinions prior to major surgery, careful review of bills, encouragement of healthier lifestyles and other preventative services and exploration of more cost-effective methods of delivering healthcare.

In international markets, reimbursement and healthcare payment systems vary significantly by country, and many countries have instituted price ceilings on specific product lines and procedures. There can be no assurance that procedures using our products will be covered for a specific indication, that our products will be considered cost-effective by third party payors, that an adequate level of reimbursement will be available or that
30

the third-party payors’ reimbursement policies will not adversely affect our ability to sell our products profitably. More and more, local, product specific reimbursement law is applied as an overlay to medical device regulation, which has provided an additional layer of clearance requirement. Specifically, Australia now requires clinical data for clearance and reimbursement be in the form of prospective, multi-center studies, a high bar not previously applied. In addition, in France, certain innovative devices have been identified as needing to provide clinical evidence to support a “mark-specific” reimbursement.

It is our intent to complete the requisite clinical studies and obtain coverage and reimbursement approval in countries where it makes economic sense to do so.

In addition to uncertainties surrounding coverage policies, there are periodic changes to reimbursement levels. Third-party payors regularly update reimbursement amounts and also from time to time revise the methodologies used to determine reimbursement amounts. This includes routine updates to payments to physicians, hospitals and ambulatory surgery centers for procedures during which our products are used. These updates could directly impact the demand for our products.

ITEM 1A. RISK FACTORS

Our business is subject to many risks. This section includes a discussion of important factors that could affect our business, operating results, financial condition and the trading price of our common stock. You should carefully consider these risk factors, together with all of the other information included in this Annual Report on Form 10-K as well as our other publicly available filings with the SEC.

Risks Related to Our Financial Condition and Capital Requirements

The ongoing COVID-19 pandemic and measures intended to prevent its spread have adversely impacted our business and financial results, and the continued impact will depend on future developments, which are highly uncertain and cannot be predicted, including the severity and duration of the pandemic and further actions taken by governmental authorities and other third parties to contain and treat the virus.

The outbreak of COVID-19 was first identified in Wuhan, China in December 2019, and subsequently declared a pandemic by the World Health Organization. On March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. As a result of the pandemic, we have experienced significant business disruption. For example, in order to meet the demand for COVID-19-related hospitalizations, various governments, governmental agencies and hospital administrators required certain hospitals to postpone some elective procedures. As a majority of our products are utilized in elective surgeries or procedures, the deferrals of such surgeries and procedures have had, and may continue to have, a significant negative impact on our business and results of operations. The COVID-19 outbreak has also resulted in governmental authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place or total lock-down orders, social distancing requirements, and business limitations and shutdowns. While these measures have negatively impacted the ability of our sales professionals to reach physicians, such measures have not yet had any significant impacts on our product supply chain. However, any negative impacts on the production and delivery of our products in the future may result in a decline in sales, an increase in accounts receivable reserves, lower gross margins, and greater challenges in forecasting business results and making business decisions.

The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, the economies and financial markets of many countries, which may result in a period of regional, national or global economic slowdown or regional, national or global recessions. The extent to which the pandemic continues to impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and continued spread of the outbreak, its severity, actions taken by governmental authorities and other third parties to contain and treat the virus, and how quickly and to what extent normal economic and operating conditions can resume. Moreover, the effects of the COVID-19 pandemic may heighten many of the other risks identified within this Annual Report for year ended December 31, 2020. Depending on the continued severity and ultimate duration of COVID-19, the negative effects on our business, results of operations and financial condition could be material.



31

We have incurred losses in the past and may be unable to achieve or sustain profitability in the future.

We incurred net losses in all fiscal years since inception. We incurred net losses of $32.9 million, $13.7 million and $12.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. As a result of ongoing losses, as of December 31, 2020, we had an accumulated deficit of $161.8 million. We expect to continue to incur significant product development, clinical and regulatory, sales and marketing and other expenses. The net losses we incur may fluctuate significantly from quarter to quarter. We will need to generate significant additional revenue to achieve and sustain profitability, and even if we achieve profitability, we cannot be sure that we will remain profitable for any substantial period of time. Our failure to achieve or maintain profitability could negatively impact the value of our common stock.

We may be unable to generate sufficient revenue from the commercialization of our products to achieve and sustain profitability.

At present, we rely solely on the commercialization of our products to generate revenue, and we expect to generate substantially all of our revenue in the foreseeable future from sales of these products. In order to successfully commercialize our products, we will need to continue to expand our marketing efforts to develop new relationships and expand existing relationships with customers, to obtain regulatory clearances or approvals for our products in additional countries, to achieve and maintain compliance with all applicable regulatory requirements and to develop and commercialize our products with new features or for additional indications. If we fail to successfully commercialize our products, we may never receive a return on the substantial investments in product development, sales and marketing, regulatory compliance, manufacturing and quality assurance we have made, as well as further investments we intend to make, which may cause us to fail to generate revenue and gain economies of scale from such investments.

In addition, potential customers may decide not to purchase our products, or our customers may decide to cancel orders due to changes in treatment offerings, research and development plans, adverse clinical outcomes, difficulties in obtaining coverage or reimbursement for procedures using our products, difficulties obtaining approval from a hospital, complications with manufacturing or the utilization of technology developed by other parties, all of which are circumstances outside of our control.

In addition, demand for our products may not increase as quickly as we predict, and we may be unable to increase our revenue levels as we expect. Even if we succeed in increasing adoption of these systems by physicians, hospitals and other healthcare providers, maintaining and creating relationships with our existing and new customers and developing and commercializing new features or indications for these systems, we may be unable to generate sufficient revenue to achieve or sustain profitability.

We may need to raise additional capital to fund our existing commercial operations, develop and commercialize new products and expand our operations.

Based on our current business plan, we believe our current cash, borrowing capacity under our loan agreements, cash receipts from sales of our products and net proceeds from our June 2020, December 2019 and December 2018 follow-on offerings of common stock will be sufficient to meet our anticipated cash requirements for at least the next 12 months. If our available cash balances, borrowing capacity, net proceeds from prior stock offerings and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, including because of lower demand for our products as a result of the risks described in this Annual Report on Form 10-K, we may seek to sell common or preferred equity or convertible debt securities, enter into an additional credit facility or another form of third-party funding or seek other debt financing.

We may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons, including to:

•    increase our sales and marketing efforts to increase market adoption of our products and address competitive developments;

•    provide for supply and inventory costs associated with plans to accommodate potential increases in demand for our products;

32

•    fund development and marketing efforts of any future products or additional features to then-current products;

•    acquire, license or invest in new technologies;

•    acquire or invest in complementary businesses or assets; and

•    finance capital expenditures and general and administrative expenses.

Our present and future funding requirements will depend on many factors, including:

•    our ability to achieve revenue growth and improve gross margins;

•    our rate of progress in establishing coverage and reimbursement arrangements with domestic and international commercial third-party payors and government payors;

•    the cost of expanding our operations and offerings, including our sales and marketing efforts;

•    our rate of progress in, and cost of the sales and marketing activities associated with, establishing adoption of our products;

•    the cost of research and development activities;

•    the effect of competing technological and market developments;

•    costs related to international expansion; and

•    the potential cost of and delays in product development as a result of any regulatory oversight applicable to our products.

Additional capital may not be available at such times or in amounts as needed by us. Even if capital is available, it might be available only on unfavorable terms. Any additional equity or convertible debt financing into which we enter could be dilutive to our existing stockholders. Any future debt financing into which we enter may impose covenants upon us that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our stock, make certain investments and engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. If access to sufficient capital is not available as and when needed, our business will be materially impaired and we may be required to cease operations, curtail one or more product development or commercialization programs, or we may be required to significantly reduce expenses, sell assets, seek a merger or joint venture partner, file for protection from creditors or liquidate all our assets.

Our sales volumes and our results of operations may fluctuate over the course of the year.

We have experienced and continue to experience meaningful variability in our sales and gross profit among quarters, as well as within each quarter, as a result of a number of factors, which may include, among other things:

•    the number of products sold in the quarter;

•    the unpredictability of sales of full sets of implants and instruments to our international distributors;

•    the demand for, and pricing of, our products and the products of our competitors;

•    the timing of or failure to obtain regulatory clearances or approvals for our products;

•    the costs, benefits and timing of new product introductions;
33


•    increased competition;

•    the availability and cost of components and materials;

•    the number of selling days in the quarter;

•    fluctuation and foreign currency exchange rates; or

•    impairment and other special charges.

Our loan and security agreement with Squadron Capital LLC contains covenants that may restrict our business and financing activities.

On December 31, 2017, we entered into a Fourth Amended and Restated Loan and Security agreement with Squadron Capital LLC ("Squadron"), which was further amended in May 2019 and August 2020 (as amended, the "Second Amended Loan Agreement"). The Second Amended Loan Agreement currently provides for a $25.0 million revolving credit facility. As of December 31, 2020, we have no outstanding indebtedness under the Second Amended Loan Agreement. The Second Amended Loan Agreement restricts our ability to, among other things:

•    dispose of or sell our assets;

•    modify our organizational documents;

•    merge with or acquire other entities or assets;

•    incur additional indebtedness;

•    create liens on our assets;

•    pay dividends; and

•    make investments.

The covenants in the Second Amended Loan Agreement, as well as any future financing agreements into which we may enter, may restrict our ability to finance our operations and engage in, expand or otherwise pursue our business activities and strategies. Our ability to comply with these covenants may be affected by events beyond our control, and future breaches of any of these covenants could result in a default under the Second Amended Loan Agreement. If not waived, future defaults could cause all of the outstanding indebtedness under the Second Amended Loan Agreement to become immediately due and payable and terminate all commitments to extend further credit. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness — Loan Agreement.”

If we do not have or are unable to generate sufficient cash available to repay our debt obligations when they become due and payable, either upon maturity or in the event of a default, we may be unable to obtain additional debt or equity financing on favorable terms, if at all, which may negatively impact our ability to operate and continue our business as a going concern.

Our effective tax rate may fluctuate, and we may incur obligations in tax jurisdictions in excess of accrued amounts.

We are subject to taxation in numerous U.S. states and territories, as well as certain countries outside the U.S. As a result, our effective tax rate is derived from a combination of applicable tax rates in the various tax jurisdictions that we operate. In preparing our financial statements, we estimate the amount of tax that will become payable in each of such places. Nevertheless, our effective tax rate may be different than experienced in the past due to numerous factors, including passage of the newly enacted U.S. federal income tax law, changes in the mix of our profitability from jurisdiction to jurisdiction, the results of examinations and audits of our tax filings, our inability to secure or sustain acceptable agreements with tax authorities, changes in accounting for income taxes and
34

changes in tax laws. Any of these factors could cause us to experience an effective tax rate significantly different from previous periods or our current expectations and may result in tax obligations in excess of amounts accrued in our financial statements.

Our ability to use net operating losses to offset future taxable income may be subject to limitations.

As of December 31, 2020, we had federal, state and foreign net operating loss carryforwards, or NOLs, of $98.9 million, $68.9 million and $16.9 million, respectively. The federal, state and foreign net operating loss carryforwards will begin to expire, if not utilized, beginning in 2028. The deferred tax assets, except for those recorded in Israel, were fully offset by a valuation allowance as of December 31, 2020 and 2019, and no income tax benefit has been recognized in continuing operations. Under the newly enacted federal income tax law, federal net operating losses incurred in years beginning after December 31, 2017 may be carried forward indefinitely; but the deductibility of such federal net operating losses is limited. Each state and foreign jurisdiction has its own net operating loss carryforward and carryback rules with varying conformity to the newly enacted federal tax law. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. We determined that an ownership change occurred on May 30, 2014, resulting in a limitation of approximately $1.1 million per year being imposed on the use of our pre-change NOLs of approximately $49.0 million. A second ownership change occurred on December 11, 2018. The estimated annual limitation is $9.7 million, which is increased by $22.4 million over the first five years as a result of an unrealized built in gain. It is possible that we have experienced other ownership changes. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. If an ownership change occurs and our ability to use our net operating loss carryforwards is materially limited, it would harm our future operating results by effectively increasing our future tax obligations.

Risks Related to Our Business and Strategy

Our long-term growth depends on our ability to commercialize our products in development and to develop and commercialize additional products through our research and development efforts, and if we fail to do so we may be unable to compete effectively.

In order to increase our market share in the pediatric orthopedic markets, we must successfully commercialize our current products in development, enhance our existing product offerings and introduce new products in response to changing customer demands and competitive pressures and technologies. Our industry is characterized by intense competition, rapid technological changes, new product introductions and enhancements and evolving industry standards. Our business prospects depend in part on our ability to develop and commercialize new products and applications for our technology, including in new markets that develop as a result of technological and scientific advances, while improving the performance and cost-effectiveness of our products. New technologies, techniques or products could emerge that might offer better combinations of price and performance than our products. It is important that we anticipate changes in technology and market demand, as well as physician, hospital and healthcare provider practices to successfully develop, obtain clearance or approval, if required, and successfully introduce new, enhanced and competitive technologies to meet our prospective customers’ needs on a timely and cost-effective basis.

We might be unable to successfully commercialize our current products with domestic or international regulatory clearances or approvals or develop or obtain regulatory clearances or approvals to market new products. Additionally, these products and any future products might not be accepted by the orthopedic surgeons or the third-party payors who reimburse for the procedures performed with our products or may not be successfully commercialized due to other factors. The success of any new product offering or enhancement to an existing product will depend on numerous factors, including our ability to:

•    properly identify and anticipate clinician and patient needs;

•    develop and introduce new products or product enhancements in a timely manner;

•    adequately protect our intellectual property and avoid infringing upon the intellectual property rights of third parties;
35


•    demonstrate the safety and efficacy of new products; and

•    obtain the necessary regulatory clearances or approvals for new products or product enhancements.

If we do not develop and obtain regulatory clearances or approvals for new products or product enhancements in time to meet market demand, or if there is insufficient demand for these products or enhancements, our results of operations will suffer. Our research and development efforts may require a substantial investment of time and resources before we are adequately able to determine the commercial viability of a new product, technology, material or other innovation. In addition, even if we are able to develop enhancements or new generations of our products successfully, these enhancements or new generations of products may not produce sales in excess of the costs of development and they may be quickly rendered obsolete by changing customer preferences or the introduction by our competitors of products embodying new technologies or features.

Nevertheless, we must carefully manage our introduction of new products. If potential customers believe such products will offer enhanced features or be sold for a more attractive price, they may delay purchases until such products are available. We may also have excess or obsolete inventory as we transition to new products, and we have no experience in managing product transitions.

If the quality of our products does not meet the expectations of physicians or patients, then our brand and reputation could suffer and our business could be adversely impacted.

In the course of conducting our business, we must adequately address quality issues that may arise with our products, as well as defects in third-party components included in our products. Furthermore, a malfunction by one of our products may not be detected for an extended period of time, which may result in delay or failure to remedy the condition for which the product was prescribed. Although we have established internal procedures to minimize risks that may arise from quality issues, we may be unable to eliminate or mitigate occurrences of these issues and associated liabilities.

We operate in a very competitive business environment and if we are unable to compete successfully against our existing or potential competitors, our sales and operating results may be negatively affected and we may not grow.

Our currently marketed products are, and any future products we develop and commercialize will be, subject to intense competition. The industry in which we operate is intensely competitive, subject to rapid change and highly sensitive to the introduction of new products or other market activities of industry participants. Our ability to compete successfully will depend on our ability to develop products that reach the market in a timely manner, receive adequate coverage and reimbursement from third-party payors, and are safer, less invasive and more effective than competing products and treatments. Because of the size of the potential market, we anticipate that companies will dedicate significant resources to developing competing products.

We have competitors in each of our three product categories, including the DePuy Synthes Companies (a subsidiary of Johnson and Johnson), Medtronic plc and Smith & Nephew plc. At any time, these and other potential market entrants may develop new devices or treatment alternatives that may render our products obsolete or uncompetitive. In addition, they may gain a market advantage by developing and patenting competitive products or processes earlier than we can or by obtaining regulatory clearances or market registrations more rapidly than we can. Many of our current and potential competitors have substantially greater sales and financial resources than we do. In addition, these companies may have more established distribution networks, entrenched relationships with orthopedic surgeons and greater experience in launching, marketing, distributing and selling products.

In addition, new market participants continue to enter the orthopedic industry. Many of these new competitors specialize in a specific product or focus on a particular market sector, making it more difficult for us to increase our overall market position. The frequent introduction by competitors of products that are or claim to be superior to our products or that are alternatives to our existing or planned products may also create market confusion that may make it difficult to differentiate the benefits of our products over competing products. In addition, the entry of multiple new products and competitors may lead some of our
36

competitors to employ pricing strategies that could adversely affect the pricing of our products and pricing in the orthopedic surgery market generally.

We also face a particular challenge of overcoming the long-standing practices by some orthopedic surgeons of using the products of our larger, more established competitors. Orthopedic surgeons who have completed many successful, complex surgeries using the products made by these competitors may be disinclined to adopt new products with which they are less familiar. Further, orthopedic surgeons may choose to use the products of our larger, more established competitors because of their broad and comprehensive adult orthopedic offerings. If these orthopedic surgeons do not adopt our products, then our revenue growth may slow or decline and our stock price may decline.

Our competitors may also develop and patent processes or products earlier than we can or obtain domestic or international regulatory clearances or approvals for competing products more rapidly than we can, which could impair our ability to develop and commercialize similar processes or products. We also compete with our competitors in acquiring technologies and technology licenses complementary to our products or advantageous to our business. In addition, we compete with our competitors to engage the services of independent sales agencies and distributors, both those presently working with us and those with whom we hope to work as we expand.

We provide implant and instrument sets for the majority of surgeries performed using our products, and maintaining sufficient levels of inventory could consume a significant amount of our resources, reduce our cash flows and lead to inventory impairment charges.

We are required to maintain significant levels of implant and instrument sets for consignment to our customers. The amount of this investment is driven by the number of orthopedic surgeons or hospitals using our products, and as the number of different orthopedic surgeons and hospitals that use our products increases, the number of implant and instrument sets required to meet this demand will increase. Because we do not have the sales volume of some larger companies, we may be unable to utilize our instrument sets as often and our return on assets may be lower when compared to such companies. In addition, because fewer than all of the components of each set are used in a typical surgery, certain portions of the set may become obsolete before they can be used. In the event that a substantial portion of our inventory becomes obsolete, the resulting costs associated with the inventory impairment charges and costs required to replace such inventory could have a material adverse effect on our earnings and cash flows. In addition, as we introduce new products, new implant and instrument sets may be required, with a significant initial investment required to accommodate the launch of the product.

The provision of loaned instrument sets to our customers may implicate certain federal and state fraud and abuse laws.

In the United States, we typically loan instrument sets for each surgery performed using our products at no additional charge to the customer. The provision of these instruments at no charge to our customers may implicate certain federal and state fraud and abuse laws. Because the provision of loaned instrument sets may result in a benefit to our customers, the government could view this practice as a prohibited transfer of value intended to induce customers to purchase our products that are used in procedures reimbursed by a federal healthcare program. For further discussion of these laws, see “Risks Related to Regulatory Matters."

We are subject to certain federal, state and foreign fraud and abuse laws and health information privacy and security laws, which, if violated, could subject us to substantial penalties. Additionally, any challenge to or investigation into our practices under these laws could cause adverse publicity and be costly to respond to, and thus could harm our business.

We may seek to grow our business through acquisitions or investments in new or complementary businesses, products or technologies, through the licensing of products or technologies from third parties or other strategic alliances, and the failure to manage acquisitions, investments, licenses or other strategic alliances, or the failure to integrate them with our existing business, could have a material adverse effect on our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.

37

Our success depends on our ability to continually enhance and broaden our product offerings in response to changing customer demands, competitive pressures, technologies and market pressures. Accordingly, from time to time we may consider opportunities to acquire, make investments in or license other technologies, products and businesses that may enhance our capabilities, complement our current products or expand the breadth of our markets or customer base. Potential and completed acquisitions, strategic investments, licenses and other alliances involve numerous risks, including:

•    difficulty assimilating or integrating acquired or licensed technologies, products or business operations;

•    issues maintaining uniform standards, procedures, controls and policies;

•    unanticipated costs associated with acquisitions or strategic alliances, including the assumption of unknown or contingent liabilities and the incurrence of debt or future write-offs of intangible assets or goodwill;

•    diversion of management’s attention from our core business and disruption of ongoing operations;

•    adverse effects on existing business relationships with suppliers and customers;

•    risks associated with entering new markets in which we have limited or no experience;

•    potential losses related to investments in other companies;

•    potential loss of key employees of acquired businesses; and

•    increased legal and accounting compliance costs.

We do not know if we will be able to identify acquisitions or strategic relationships we deem suitable, whether we will be able to successfully complete any such transactions on favorable terms or at all or whether we will be able to successfully integrate any acquired business, product or technology into our business or retain any key personnel, suppliers or distributors. Our ability to successfully grow through strategic transactions depends upon our ability to identify, negotiate, complete and integrate suitable target businesses, technologies or products and to obtain any necessary financing. These efforts could be expensive and time-consuming and may disrupt our ongoing business and prevent management from focusing on our operations.

Foreign acquisitions involve unique risks in addition to those mentioned above, including those related to integration of operations across different cultures, languages and legal and regulatory environments, currency risks and the particular economic, political and regulatory risks associated with specific countries.

To finance any acquisitions, investments or strategic alliances, we may choose to issue shares of our common stock as consideration, which could dilute the ownership of our stockholders. Additional funds may not be available on terms that are favorable to us, or at all. If the price of our common stock is low or volatile, we may be unable to consummate any acquisitions, investments or strategic alliances using our stock as consideration.

As discussed above, acquisitions of, or investments in, new or complementary businesses, products or technologies are inherently risky. We cannot guarantee that any acquisition or investment will be successful or will not have a material unfavorable impact on us. We also cannot be certain that the businesses, products or technologies we acquire or invest in will become or remain profitable.

We may be unable to gain the support of leading hospitals and key opinion leaders, which may make it difficult to establish our products as a standard of care and achieve market acceptance.

Our strategy includes educating leading hospitals and key opinion leaders in the industry. If these hospitals and key opinion leaders determine that alternative technologies are more effective or that the benefits offered by our products are not sufficient to justify their higher cost, or if we encounter difficulty promoting adoption or establishing these systems as a standard of care, our ability to achieve market acceptance of the products we introduce could be significantly limited.
38


We may be unable to maintain adequate working relationships with healthcare professionals.

We seek to maintain close working relationships with respected orthopedic surgeons and medical personnel in hospitals and other healthcare organizations who assist in product research and development. We rely on these professionals to assist us in the development and improvement of our proprietary products. As a result of the COVID-19 pandemic, our access to these professionals has been limited as hospitals have restricted access for non-patients, including our research and development specialists and other employees, and governmental authorities have imposed travel restrictions, shutdowns or similar measures, which has adversely affected our ability to develop, market and sell products. If we are unable to maintain these relationships, our ability to develop, market and sell new and improved products could be further adversely affected.

We may be unable to successfully demonstrate to orthopedic surgeons the merits of our products compared to those of our competitors.

Orthopedic surgeons play a significant role in determining the course of treatment and, ultimately, the type of products that will be used to treat a patient. As a result, our success depends, in large part, on our ability to effectively market to them and demonstrate to orthopedic surgeons the merits of our products compared to those of our competitors for use in treating patients. Acceptance of our products depends on educating orthopedic surgeons as to the distinctive characteristics, perceived clinical benefits, safety and cost-effectiveness of our products as compared to our competitors’ products, and on training orthopedic surgeons in the proper use of our products. If we are not successful in convincing orthopedic surgeons of the merits of our products or educating them on the use of our products, they may not use our products or use them effectively and we may be unable to increase our sales, sustain our growth or achieve and sustain profitability.

Furthermore, we believe many orthopedic surgeons may be hesitant to adopt our products unless they determine, based on experience, clinical data and published peer-reviewed journal articles, that our products provide benefits or are attractive alternatives to our competitors’ products. Orthopedic surgeons may be hesitant to change their surgical treatment practices for the following reasons, among others:

•    lack of experience with our products;

•    existing relationships with competitors and sales distributors that sell competitive products;

•    lack or perceived lack of evidence supporting additional patient benefits;

•    perceived liability risks generally associated with the use of new products and procedures;

•    less attractive availability of coverage and reimbursement within healthcare payment systems compared to procedures using other products and techniques;

•    costs associated with the purchase of new products and equipment; and

•    the time commitment that may be required for training.

In addition, we believe recommendations and support of our products by influential orthopedic surgeons are essential for market acceptance and adoption. If we do not receive support from such orthopedic surgeons or long-term data does not show the benefits of using our products, orthopedic surgeons may not use our products. In such circumstances, we may not achieve expected sales, growth or profitability.

If orthopedic surgeons fail to safely and appropriately use our products, or if we are unable to train orthopedic surgeons on the safe and appropriate use of our products, we may be unable to achieve our expected growth.

An important part of our sales process includes the ability to screen for and identify orthopedic surgeons who have the requisite training and experience to safely and appropriately use our products. If orthopedic surgeons are not properly trained, they may misuse or ineffectively use our products. This may also result in unsatisfactory patient outcomes, patient injury, negative publicity or lawsuits against us. If we are unable to successfully identify
39

orthopedic surgeon customers who will be able to successfully deploy our products, we may be unable to achieve our expected growth.

There is a learning process involved for orthopedic surgeons to become proficient in the use of our products. It is critical to the success of our commercialization efforts with respect to future products to train a sufficient number of orthopedic surgeons and to provide them with adequate instruction in the use of our products. This training process may take longer than expected and may therefore affect our ability to increase sales. Convincing orthopedic surgeons to dedicate the time and energy necessary for adequate training is challenging, and we may not be successful in these efforts.

Although we believe our interactions with orthopedic surgeons are conducted in compliance with FDA, federal and state fraud and abuse and other applicable laws and regulations developed both nationally and in foreign countries, if the FDA or other competent authority determines that any of our activities constitute promotion of an unapproved use or promotion of an intended purpose not covered by FDA approved labeling or the current European Union product certification, or CE Mark, affixed to our product, they could request that we modify our activities, issue corrective advertising or subject us to regulatory enforcement actions, including the issuance of a warning letter, injunction, seizure, civil fine and criminal penalty. It is also possible that other federal, state or foreign enforcement authorities might take action under other regulatory authority, such as false claims laws, if they consider our business activities to constitute promotion of an off-label use, which could result in significant penalties, including, but not limited to, criminal, civil and administrative penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs and the curtailment of our operations.

We have a limited operating history and may face difficulties encountered by early stage companies in new and evolving markets.

We began operations in 2007. Accordingly, we have a limited operating history upon which to base an evaluation of our business and prospects. In assessing our prospects, you must consider the risks and difficulties frequently encountered by early stage companies in new and evolving markets. These risks include our ability to:

•    manage rapidly changing and expanding operations;

•    establish and increase awareness of our brand and strengthen customer loyalty;

•    increase the number of our independent sales agencies and international distributors to expand sales of our products in the United States and in targeted international markets;

•    implement and successfully execute our business and marketing strategy;

•    respond effectively to competitive pressures and developments;

•    continue to develop and enhance our products and products in development;

•    obtain regulatory clearance or approval to commercialize new products and enhance our existing products;

•    expand our presence in existing and commence operations in new international markets; and

•    attract, retain and motivate qualified personnel.

Our business is subject to seasonal fluctuations.
Our business is subject to seasonal fluctuations in that our revenue is typically higher in the summer months and holiday periods, driven by higher sales of our scoliosis and trauma and deformity products, which is influenced by the higher incidence of pediatric surgeries during these periods due to recovery time provided by breaks in the school year. Additionally, our scoliosis patients tend to have additional health challenges that make scheduling their procedures variable in nature. As a result of these factors, our financial results for any single quarter or for periods of less than a year are not necessarily indicative of the results that may be achieved for a full fiscal year.

40

If we are unable to convince hospital facilities to approve the use of our products, our sales may decrease.

In the United States, in order for orthopedic surgeons to use our devices, the hospital facilities where these orthopedic surgeons treat patients will typically require us to obtain approval from the facility’s value analysis committee, or VAC. VACs typically review the comparative effectiveness and cost of medical devices used in the facility. The makeup and evaluation processes for VACs vary considerably, and it can be a lengthy, costly and time-consuming effort to obtain approval by the relevant VAC. For example, even if we have an agreement with a hospital system for the purchase of our products, in most cases, we must obtain VAC approval by each hospital within the system to sell at that particular hospital. Additionally, hospitals typically require separate VAC approval for each specialty in which our products are used, which may result in multiple VAC approval processes within the same hospital even if such product has already been approved for use by a different specialty group. We may need VAC approval for each different device to be used by the orthopedic surgeons in that specialty. In addition, hospital facilities and group purchasing organizations, or GPOs, which manage purchasing for multiple facilities, may also require us to enter into a purchase agreement and satisfy numerous elements of their administrative procurement process, which can also be a lengthy, costly, and time-consuming effort. If we do not obtain access to hospital facilities in a timely manner, or at all, via these VAC and purchase contract processes, or otherwise, or if we are unable to secure contracts in a timely manner, or at all, our operating costs will increase, our sales may decrease, and our operating results may be harmed. Furthermore, we may expend significant effort in these costly and time-consuming processes and still may not obtain VAC approval or a purchase contract from such hospitals or GPOs.

We have limited experience in marketing and selling our products, and if we are unable to successfully expand our sales infrastructure and adequately address our customers’ needs, it could negatively impact sales and market acceptance of our products and we may never generate sufficient revenue to achieve or sustain profitability.

We have limited experience in marketing and selling our products. We began selling our products in the United States in 2008 and internationally in 2011. In 2017, we began to supplement our use of independent stocking distributors with direct sales programs in the United Kingdom, Ireland, Australia and New Zealand. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. Additionally, in March 2019, we established an operating company in the Netherlands to further enhance our operations in Europe. In these markets, we work through sales agencies that are paid a commission. As of December 31, 2020, our international sales organization consisted of 42 independent stocking distributors and 11 independent sales agencies in 44 countries.Our operating results are directly dependent upon the sales and marketing efforts of our independent sales agencies and distributors. If our independent sales agencies or distributors fail to adequately promote, market and sell our products, our sales could significantly decrease.

In addition, our future sales will largely depend on our ability to increase our marketing efforts and adequately address our customers’ needs. We believe it is necessary to utilize a sales force that includes sales agencies with specific technical backgrounds that can support our customers’ needs. We will also need to attract independent sales personnel and attract and develop marketing personnel with industry expertise. Competition for such independent sales agencies, distributors and marketing employees is intense and we may be unable to attract and retain sufficient personnel to maintain an effective sales and marketing force. If we are unable to adequately address our customers’ needs, it could negatively impact sales and market acceptance of our products, and we may not generate sufficient revenue to sustain profitability.

As we launch new products and increase our marketing efforts with respect to existing products, we will need to expand the reach of our marketing and sales networks. Our future success will depend largely on our ability to continue to hire, train, retain and motivate skilled independent sales agencies and distributors with significant technical knowledge in various areas. New hires require training and take time to achieve full productivity. If we fail to train new hires adequately, or if we experience high turnover in our sales force in the future, new hires may not become as productive as may be necessary to maintain or increase our sales. If we are unable to expand our sales and marketing capabilities domestically and internationally, we may be unable to effectively commercialize our products.


41

We lack published long-term data supporting superior clinical outcomes enabled by our products, which could limit sales.

We lack published long-term data supporting superior clinical outcomes enabled by our products. For this reason, orthopedic surgeons and other clinicians may be slow to adopt our products, we may not have comparative data that our competitors have or are generating, and we may be subject to greater regulatory and product liability risks. Further, future patient studies or clinical experience may indicate that treatment with our products does not improve patient outcomes. Such results would slow the adoption of our products by orthopedic surgeons, would significantly reduce our ability to achieve expected sales and could prevent us from achieving and maintaining profitability.

In addition, because certain of our products have only been on the market for a few years, we have limited data with respect to treatment using these products. If future patient studies or clinical testing do not support our belief that our products offer a more advantageous treatment for a broad spectrum of pediatric orthopedic conditions, market acceptance of our products could fail to increase or could decrease.

If coverage and reimbursement from third-party payors for procedures using our products significantly decline, orthopedic surgeons, hospitals and other healthcare providers may be reluctant to use our products and our sales may decline.

In the United States, healthcare providers who purchase our products generally rely on third-party payors, including Medicare, Medicaid and private health insurance plans, to pay for all or a portion of the cost of our products in the procedures in which they are employed. Because there is often no separate reimbursement for products used in surgical procedures, the additional cost associated with the use of our products can impact the profit margin of the hospital or surgery center where the surgery is performed. Some of our target customers may be unwilling to adopt our products in light of the additional associated cost. Further, any decline in the amount payors are willing to reimburse our customers for the procedures using our products may make it difficult for existing customers to continue using, or to adopt, our products and could create additional pricing pressure for us. We may be unable to sell our products on a profitable basis if third-party payors deny coverage or reduce their current levels of reimbursement.

To contain costs of new technologies, governmental healthcare programs and third-party payors are increasingly scrutinizing new and existing treatments by requiring extensive evidence of favorable clinical outcomes. Orthopedic surgeons, hospitals and other healthcare providers may not purchase our products if they do not receive satisfactory reimbursement from these third-party payors for the cost of the procedures using our products. Payors continue to review their coverage policies carefully for existing and new therapies and can, without notice, deny coverage for treatments that include the use of our products. If third-party payors issue non-coverage policies or if our customers are not reimbursed at adequate levels, this could adversely affect sales of our products.

In addition to uncertainties surrounding coverage policies, there are periodic changes to reimbursement rates and policies. Third-party payors regularly update reimbursement amounts and also from time to time revise the methodologies used to determine reimbursement amounts. This includes routine updates to payments to physicians, hospitals and ambulatory surgery centers for procedures during which our products are used. These updates could directly impact the demand for our products. For example, the Medicare Access and CHIP Reauthorization Act of 2015, or MACRA, provided for a 0.5% annual increase in payment rates under the Medicare Physician Fee Schedule, or PFS, through 2019, but no annual update from 2020 through 2025. MACRA also introduced a Quality Payment Program, or QPP, for Medicare physicians, nurses and other “eligible clinicians” beginning in 2019. At this time, it is unclear how the introduction of the QPP will impact overall reimbursement under the PFS. While MACRA applies only to Medicare reimbursement, Medicaid and private payors often follow Medicare payment limitations in setting their own reimbursement rates, and any reduction in Medicare reimbursement may result in a similar reduction in payments from private payors, which may result in reduced demand for our products. However, there is no uniform policy of coverage and reimbursement among payors in the United States. Therefore, coverage and reimbursement for procedures can differ significantly from payor to payor.

Moreover, some healthcare providers in the United States have adopted or are considering a managed care system in which the providers contract to provide comprehensive healthcare for a fixed cost per person. Healthcare providers may attempt to control costs by authorizing fewer surgical procedures or by requiring the use of the least expensive clinically appropriate products available. Additionally, as a result of reform of the U.S.
42

healthcare system, changes in reimbursement policies or healthcare cost containment initiatives may limit or restrict coverage and reimbursement for our products and cause our revenue to decline.

Outside of the United States, reimbursement systems vary significantly by country. Many foreign markets have government-managed healthcare systems that govern reimbursement for orthopedic implants and procedures. Additionally, some foreign reimbursement systems provide for limited payments in a given period and therefore result in extended payment periods. If adequate levels of reimbursement from third-party payors outside of the United States are not obtained, international sales of our products may decline.

The marketability of our products may suffer if government and commercial third-party payors fail to provide adequate coverage and reimbursement. Even if favorable coverage and reimbursement status is attained, less favorable coverage policies and reimbursement rates may be implemented in the future.

Our employees, consultants, independent sales agencies, stocking distributors or other commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements.

We are exposed to the risk that our employees, consultants, independent sales agencies and distributors and other commercial partners may engage in fraudulent or illegal activity. Misconduct by these parties could include intentional, reckless or negligent conduct or other unauthorized activities that violate the regulations of the FDA and other U.S. healthcare regulators, as well as non-U.S. regulators, including those laws requiring the reporting of true, complete and accurate information to such regulators, manufacturing standards, healthcare fraud and abuse laws and regulations in the United States and abroad or laws that require the true, complete and accurate reporting of financial information or data. In particular, sales, marketing and business arrangements in the healthcare industry, including the sale of medical devices, are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. It is not always possible to identify and deter misconduct by our employees, sales agencies, distributors and other third parties, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us and we are not successful in defending ourselves or asserting our rights, those actions could result in the imposition of significant fines or other sanctions, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, possible exclusion from participation in government healthcare programs, contractual damages, reputational harm, diminished profits and future earnings and curtailment of operations. Whether or not we are successful in defending against such actions or investigations, we could incur substantial costs, including legal fees, and divert the attention of management in defending ourselves against any of these claims or investigations.

Our insurance policies are expensive and protect us only from some business risks, which will leave us exposed to significant uninsured liabilities.

We do not carry insurance for all categories of risk that our business may encounter. Some of the policies we currently maintain include general liability, foreign liability, employee benefits liability, property, umbrella, workers’ compensation, products liability and directors’ and officers’ insurance. We do not know, however, if these policies will provide us with adequate levels of coverage. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our cash position and results of operations.

We bear the risk of warranty claims on our products.

While we have no history of warranty claims, have no warranty reserves and had no warranty expense for the years ended December 31, 2020, 2019 or 2018, we bear the risk of warranty claims on the products we supply. We may not be successful in claiming recovery under any warranty or indemnity provided to us by our suppliers or vendors in the event of a successful warranty claim against us by a customer or that any recovery from such vendor or supplier would be adequate. In addition, warranty claims brought by our customers related to third-party components may arise after our ability to bring corresponding warranty claims against such suppliers expires, which could result in costs to us.

43

The proliferation of physician-owned distributorships could result in increased pricing pressure on our products or harm our ability to sell our products to physicians who own or are affiliated with those distributorships.

Physician-owned distributorships, or PODs, are product distributors that are owned, directly or indirectly, by physicians. PODs derive a portion, or substantially all, of their revenue from selling, or arranging for the sale of, products ordered by the physician-owners for use in procedures the physician-owners perform on their own patients at hospitals and other facilities that purchase from or through the POD, or otherwise generate revenue based directly or indirectly on product orders arranged for by physician-owners.

On March 26, 2013, the Office of Inspector General of the U.S. Department of Health and Human Services, or the DHHS, issued a special fraud alert on PODs and stated that it views PODs as inherently suspect under the federal Anti-Kickback Statute and is concerned about the proliferation of PODs. Notwithstanding the DHHS’s concern about PODs, the number of PODs in the spinal surgery industry may continue to grow as economic pressures increase throughout the industry, hospitals, insurers and physicians search for ways to reduce costs and, in the case of the physicians, search for ways to increase their incomes. PODs and the physicians who own, or partially own, them have significant market knowledge and access to the orthopedic surgeons who use our products and the hospitals that purchase our products and thus the growth of PODs may reduce our ability to compete effectively for business from orthopedic surgeons who own such distributorships.

Risks Related to Administrative, Organizational and Commercial Operations and Growth

We may be unable to manage our anticipated growth effectively, which could make it difficult to execute our business strategy.

We have been growing rapidly and have a relatively short history of operating as a commercial company. For example, our revenue grew from $57.6 million for the year ended December 31, 2018 to $71.1 million for the year ended December 31, 2020. We intend to continue to grow our business operations and may experience periods of rapid growth and expansion. This anticipated growth could create a strain on our organizational, administrative and operational infrastructure, including our supply chain operations, quality control, technical support and customer service, sales force management and general and financial administration. We may be unable to maintain the quality of or delivery timelines of our products or satisfy customer demand as it grows. Our ability to manage our growth properly will require us to continue to improve our operational, financial and management controls, as well as our reporting systems and procedures. We may implement new enterprise software systems in a number of areas affecting a broad range of business processes and functional areas. The time and resources required to implement these new systems is uncertain and failure to complete this in a timely and efficient manner could harm our business.

As our commercial operations and sales volume grow, we will need to continue to increase our workflow capacity for our supply chain, customer service, billing and general process improvements and expand our internal quality assurance program, among other things. These increases in scale or expansion of personnel may not be successfully implemented.

The loss of our senior management or our inability to attract and retain highly skilled salespeople and engineers could negatively impact our business.

Our success depends on the skills, experience and performance of the members of our executive management team. The individual and collective efforts of these employees will be important as we continue to develop our products and as we expand our commercial activities. We believe there are only a limited number of individuals with the requisite skills to serve in many of our key positions, and the loss or incapacity of existing members of our executive management team could negatively impact our operations if we experience difficulties in hiring qualified successors. We do not maintain key man life insurance with any of our employees. We have employment agreements with each of the members of our senior management; however, the existence of these employment agreement does not guarantee our retention of these employees for any period of time.

Our commercial, supply chain and research and development programs and operations depend on our ability to attract and retain highly skilled salespeople and engineers. We may be unable to attract or retain qualified managers, salespeople or engineers in the future due to the competition for qualified personnel among medical device businesses. We also face competition from universities and public and private research institutions in recruiting and retaining highly qualified scientific personnel. Recruiting and retention difficulties can limit our
44

ability to support our commercial, supply chain and research and development programs. All of our employees are at-will, which means that either we or the employee may terminate his or her employment at any time. The loss of key employees, the failure of any key employee to perform or our inability to attract and retain skilled employees, as needed, or an inability to effectively plan for and implement a succession plan for key employees could harm our business.

We face risks associated with our international business.

We market and sell our products in 44 countries outside of the United States. For the years ended December 31, 2020, 2019 and 2018, approximately 11%, 24% and 24% of our revenue was attributable to our international customers, respectively. These customers are generally allowed to return products, and some are thinly capitalized. The sale and shipment of our products across international borders, as well as the purchase of components and products from international sources, subjects us to extensive U.S. and other foreign governmental trade, import and export and customs regulations and laws. Compliance with these regulations and laws is costly and exposes us to penalties for non-compliance. We expect our international activities will be dynamic over the foreseeable future as we continue to pursue opportunities in international markets. Our international business operations are subject to a variety of risks, including:

•    difficulties in staffing and managing foreign and geographically dispersed operations;

•    having to comply with various U.S. and international laws, including export control laws and the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA, and anti-money laundering laws;

•    differing regulatory requirements for obtaining clearances or approvals to market our products;

•    changes in, or uncertainties relating to, foreign rules and regulations that may impact our ability to sell our products, perform services or repatriate profits to the United States;

•    tariffs and trade barriers, export regulations and other regulatory and contractual limitations on our ability to sell our products in certain foreign markets;

•    fluctuations in foreign currency exchange rates;

•    imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries or joint ventures;

•    differing multiple payor reimbursement regimes, government payors or patient self-pay systems;

•    imposition of differing labor laws and standards;

•    economic, political or social instability in foreign countries and regions;

•    an inability, or reduced ability, to protect our intellectual property, including any effect of compulsory licensing imposed by government action; and

•    availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us.

We expect we will continue expanding into other international markets; however, our expansion plans may not be realized, or if realized, may not be successful. We expect each market to have particular regulatory and funding hurdles to overcome and future developments in these markets, including the uncertainty relating to governmental policies and regulations, could harm our business.

We could be negatively impacted by violations of applicable anti-corruption laws or violations of our internal policies designed to ensure ethical business practices.

We operate in a number of countries throughout the world, including in countries that do not have as strong a commitment to anti-corruption and ethical behavior that is required by U.S. laws or by corporate policies. We are subject to the risk that we, our U.S. employees or our employees located in other jurisdictions or any third parties
45

such as our sales agencies and distributors that we engage to do work on our behalf in foreign countries may take action determined to be in violation of anti-corruption laws in any jurisdiction in which we conduct business, including the FCPA and the Bribery Act of 2010, or the U.K. Anti-Bribery Act. The FCPA generally prohibits covered entities and their intermediaries from engaging in bribery or making other prohibited payments, offers or promises to foreign officials for the purpose of obtaining or retaining business or other advantages. In addition, the FCPA imposes recordkeeping and internal controls requirements on publicly traded corporations and their foreign affiliates, which are intended to, among other things, prevent the diversion of corporate funds to the payment of bribes and other improper payments, and to prevent the establishment of “off books” slush funds from which such improper payments can be made.

As a substantial portion of our revenue is, and we expect will continue to be, from jurisdictions outside of the United States, we face significant risks if we fail to comply with the FCPA and other laws that prohibit improper payments, offers or promises of payment to foreign governments and their officials and political parties by us and other business entities for the purpose of obtaining or retaining business or other advantages. In many foreign countries, particularly in countries with developing economies, it may be a local custom that businesses operating in such countries engage in business practices that are prohibited by the FCPA or other laws and regulations. Although we have implemented a company policy requiring our employees and consultants to comply with the FCPA and similar laws, such policy may not be effective at preventing all potential FCPA or other violations. Although our agreements with our international distributors clearly state our expectations for our distributors’ compliance with U.S. laws, including the FCPA, and provide us with various remedies upon any non-compliance, including the ability to terminate the agreement, our distributors may not comply with U.S. laws, including the FCPA.

In addition, we operate in certain countries in which the government may take an ownership stake in an enterprise and such government ownership may not be readily apparent, thereby increasing potential anti-corruption law violations. Any violation of the FCPA and U.K. Anti-Bribery Act or any similar anti-corruption law or regulation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions and might harm our business, financial condition or results of operations. In addition, we have internal ethics policies with which we require our employees to comply in order to ensure that our business is conducted in a manner that our management deems appropriate. If these anti-corruption laws or internal policies were to be violated, our reputation and operations could also be substantially harmed. Further, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. As a result of our focus on managing our growth, our development of infrastructure designed to identify FCPA matters and monitor compliance is at an early stage.

Our results may be impacted by changes in foreign currency exchange rates.

We have international operations and, as a result, an increase in the value of the U.S. dollar relative to foreign currencies could require us to reduce our selling price or risk making our products less competitive in international markets or our costs could increase. Also, if our international sales increase, we may enter into a greater number of transactions denominated in non-U.S. dollars, which could expose us to foreign currency risks, including changes in currency exchange rates. We do not currently engage in any hedging transactions. If we are unable to address these risks and challenges effectively, our international operations may not be successful and our business could be harmed.

We incur significant costs as a result of operating as a public company and our management expects to devote substantial time to public company compliance programs.

As a public company, we incur significant legal, accounting and other expenses due to our compliance with regulations and disclosure obligations applicable to us, including compliance with the Sarbanes-Oxley Act, as well as rules implemented by the Securities and Exchange Commission, or the SEC, and The Nasdaq Global Market, or Nasdaq. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact, in ways we cannot currently anticipate, the manner in which we operate our business. Our management and other personnel will devote a substantial amount of time to these compliance programs and monitoring of public company reporting obligations and as a result of the new corporate governance and executive compensation related rules, regulations and guidelines prompted by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and further regulations and disclosure obligations expected in
46

the future, we will likely need to devote additional time and costs to comply with such compliance programs and rules. These rules and regulations will cause us to incur significant legal and financial compliance costs and will make some activities more time-consuming and costly.

As a public company, we are obligated to maintain proper and effective internal controls over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.

As a public company, the Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. Our disclosure controls and other procedures have been designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Securities Exchange Act of 1934, or the Exchange Act, is accumulated and communicated to our principal executive and financial officers. Our current controls and any new controls that we develop may become inadequate and weaknesses in our internal control over financial reporting may be discovered in the future. Any failure to maintain effective controls could negatively impact the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we may be required to include in our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act, harm our operating results, cause us to fail to meet our reporting obligations or result in a restatement of our prior period financial statements. In the event that we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and the price of our common stock could decline. In addition, if we are unable to continue to meet these requirements, we may be unable to remain listed on Nasdaq.

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until the first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the "JOBS Act").

If we experience significant disruptions in our information technology systems, our business may be adversely affected.

We depend on our information technology systems for the efficient functioning of our business, including accounting, data storage, compliance, purchasing and inventory management. We do not have redundant systems at this time. While we will attempt to mitigate interruptions, we may experience difficulties in implementing some upgrades, which would impact our business operations, or experience difficulties in operating our business during the upgrade, either of which could disrupt our operations, including our ability to timely ship and track product orders, project inventory requirements, manage our supply chain and otherwise adequately service our customers. In the event we experience significant disruptions as a result of the current implementation of our information technology systems, we may be unable to repair our systems in an efficient and timely manner. Accordingly, such events may disrupt or reduce the efficiency of our entire operation and have a material adverse effect on our results of operations and cash flows.

We are increasingly dependent on sophisticated information technology for our infrastructure. Our information systems require an ongoing commitment of significant resources to maintain, protect and enhance existing systems. Failure to maintain or protect our information systems and data integrity effectively could have a materially adverse effect on our business. For example, third parties may attempt to hack into our systems and obtain proprietary information.

The Company’s information technology systems, some of which are dependent on services provided by third parties, serve an important role in the operation of the business. These systems could be damaged or cease to function properly due to any number of causes, such as catastrophic events, power outages, security breaches, computer viruses or cyber-based attacks. The Company has contingency plans in place to prevent or mitigate the impact of these events, however, if they are not effective on a timely basis, business interruptions could occur which may adversely impact results of operations.

47

Increased cyber-security threats also pose a potential risk to the security of the Company’s information technology systems, as well as the confidentiality, integrity and availability of data stored on these systems. In addition, a greater number of our employees working remotely during the COVID-19 pandemic has exposed us, and may continue to expose us, to greater risks related to cyber-security. Any breach of our systems could result in disclosure or misuse of confidential or proprietary information, including sensitive customer, vendor, employee or financial information. Such events could cause damage to the Company’s reputation and result in significant recovery or remediation costs, which may adversely impact results of operations.

We may be subject to various litigation claims and legal proceedings.

We, as well as certain of our officers and distributors, may be subject to other claims or lawsuits. Regardless of the outcome, these lawsuits may result in significant legal fees and expenses and could divert management’s time and other resources. If the claims contained in these lawsuits are successfully asserted against us, we could be liable for damages and be required to alter or cease certain of our business practices or product lines.

If product liability lawsuits are brought against us, our business may be harmed, and we may be required to pay damages that exceed our insurance coverage.

Our business exposes us to potential product liability claims that are inherent in the testing, manufacture and sale of medical devices for orthopedic surgery procedures. These surgeries involve significant risk of serious complications, including bleeding, nerve injury, paralysis and even death. Furthermore, if orthopedic surgeons are not sufficiently trained in the use of our products, they may misuse or ineffectively use our products, which may result in unsatisfactory patient outcomes or patient injury. We could become the subject of product liability lawsuits alleging that component failures, malfunctions, manufacturing flaws, design defects or inadequate disclosure of product-related risks or product-related information resulted in an unsafe condition or injury to patients.

We have had, and continue to have, a small number of product liability claims relating to our products, and in the future, we may be subject to additional product liability claims.

Regardless of the merit or eventual outcome, product liability claims may result in:

•    decreased demand for our products;

•    injury to our reputation;

•    significant litigation costs;

•    substantial monetary awards to or costly settlements with patients;

•    product recalls;

•    material defense costs;

•    loss of revenue;

•    the inability to commercialize new products or product candidates; and

•    diversion of management attention from pursuing our business strategy.

Our existing product liability insurance coverage may be inadequate to protect us from any liabilities we might incur. If a product liability claim or series of claims is brought against us for uninsured liabilities or in excess of our insurance coverage, our business could suffer. Any product liability claim brought against us, with or without merit, could result in the increase of our product liability insurance rates or the inability to secure coverage in the future. In addition, a recall of some of our products, whether or not the result of a product liability claim, could result in significant costs and loss of customers. In addition, we may be unable to maintain insurance coverage at a reasonable cost or in sufficient amounts or scope to protect us against losses. Any claims against us, regardless of their merit, could severely harm our financial condition, strain our management and other resources
48

and adversely affect or eliminate the prospects for commercialization or sales of a product or product candidate that is the subject of any such claim.

Our operations are vulnerable to interruption or loss due to natural or other disasters, power loss, strikes and other events beyond our control.

A major earthquake, fire or other disaster (such as a major flood, tsunami, volcanic eruption or terrorist attack) affecting our facilities, or those of our suppliers, could significantly disrupt our operations, and delay or prevent product shipment or installation during the time required to repair, rebuild or replace our suppliers’ damaged manufacturing facilities; these delays could be lengthy and costly. If any of our customers’ facilities are negatively impacted by a disaster, shipments of our products could be delayed. Additionally, customers may delay purchases of our products until operations return to normal. Even if we are able to quickly respond to a disaster, the ongoing effects of the disaster could create some uncertainty in the operations of our business. In addition, our facilities may be subject to a shortage of available electrical power and other energy supplies. Any shortages may increase our costs for power and energy supplies or could result in blackouts, which could disrupt the operations of our affected facilities and harm our business. In addition, concerns about terrorism, the effects of a terrorist attack, political turmoil or an outbreak of epidemic diseases could have a negative effect on our operations, those of our suppliers and customers and the ability to travel.

Risks Related to Regulatory Matters

Our products and operations are subject to extensive government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements, including but not limited to the HDE requirements and IRB regulations, could harm our business.

We and our products are subject to extensive regulation in the United States and elsewhere, including by the FDA and its foreign counterparts. The FDA and foreign regulatory agencies regulate, among other things, with respect to medical devices: design, development and manufacturing; testing, labeling, content and language of instructions for use and storage; clinical trials; product safety; marketing, sales and distribution; premarket clearance and approval; record keeping procedures; advertising and promotion; recalls and field safety corrective actions; post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury; post-market approval studies; and product import and export.

The regulations to which we are subject are complex and have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales. The FDA enforces these regulatory requirements through periodic unannounced inspections. We do not know whether we will pass any future FDA inspections. Failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions such as: warning letters; fines; injunctions; civil penalties; termination of distribution; recalls or seizures of products; delays in the introduction of products into the market; total or partial suspension of production; refusal to grant future clearances or approvals; withdrawals or suspensions of current clearances or approvals, resulting in prohibitions on sales of our products; and in the most serious cases, criminal penalties.

In addition, our ApiFix Mid-C System is an approved device under the Humanitarian Device Exemption (HDE) regulation. Approval under the HDE regulation is contingent upon the submission of periodic reports at intervals of one year (unless otherwise specified) from the date of approval of the original HDE (August 2019). The FDA may grant an HDE, which is an exemption from the effectiveness requirements of sections 514 and 515 of the Federal Food, Drug, and Cosmetic Act, or the FDCA, if the FDA determines that the device meets certain criteria. After HDE approval, the medical device may only be used after approval by an institutional review board, or IRB, has been obtained. Under FDA regulations, an IRB is an appropriately constituted group that has been formally designated to review and monitor biomedical research involving human subjects. In accordance with FDA regulations, an IRB has the authority to approve, require modifications in (to secure approval), or disapprove research. Failure to submit the necessary reports, IRB required modifications or IRB disapproval could cancel or delay our exemption which would cause our sales to decline.

We may not receive the necessary clearances or approvals for our future products, and failure to timely obtain necessary clearances or approvals for our future products would adversely affect our ability to grow our business.

49

An element of our strategy is to continue to upgrade our products, add new features and expand clearance or approval of our current products to new indications. In the United States, before we can market a new medical device, or a new use of, new claim for or significant modification to an existing product, we must first receive either clearance under Section 510(k) of the FDCA or approval of a premarket approval application, or PMA, from the FDA, unless an exemption applies. In the 510(k) clearance process, before a device may be marketed, the FDA must determine that a proposed device is “substantially equivalent” to a legally-marketed “predicate” device, which includes a device that has been previously cleared through the 510(k) process, a device that was legally marketed prior to May 28, 1976 (pre-amendments device), a device that was originally on the U.S. market pursuant to an approved PMA and later down-classified, or a 510(k)-exempt device. To be “substantially equivalent,” the proposed device must have the same intended use as the predicate device, and either have the same technological characteristics as the predicate device or have different technological characteristics and not raise different questions of safety or effectiveness than the predicate device. Clinical data are sometimes required to support substantial equivalence. In the PMA process, the FDA must determine that a proposed device is safe and effective for its intended use based, in part, on extensive data, including, but not limited to, technical, pre-clinical, clinical trial, manufacturing and labeling data. The PMA process is typically required for devices that are deemed to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices.

Modifications to products that are approved through a PMA application generally require FDA approval. Similarly, certain modifications made to products cleared through a 510(k) may require a new 510(k) clearance. Both the PMA approval and the 510(k) clearance process can be expensive, lengthy and uncertain. The FDA’s 510(k) clearance process usually takes from three to 12 months, but can last longer. The process of obtaining a PMA is much more costly and uncertain than the 510(k) clearance process and generally takes from one to three years, or even longer, from the time the application is filed with the FDA. In addition, a PMA generally requires the performance of one or more clinical trials. Despite the time, effort and cost, a device may not be approved or cleared by the FDA. Any delay or failure to obtain necessary regulatory approvals could harm our business. Furthermore, even if we are granted regulatory clearances or approvals, they may include significant limitations on the indicated uses for the device, which may limit the market for the device.

In the United States, we have obtained 510(k) premarket clearance from the FDA to market each of our products requiring such clearance. Any modifications to these existing products may require new 510(k) clearance; however, future modifications may be subject to the substantially more costly, time-consuming and uncertain PMA process. If the FDA requires us to go through a lengthier, more rigorous examination for future products or modifications to existing products than we had expected, product introductions or modifications could be delayed or canceled, which could cause our sales to decline.

The FDA can delay, limit or deny clearance or approval of a device for many reasons, including: we may be unable to demonstrate to the FDA’s satisfaction that the product or modification is substantially equivalent to the proposed predicate device or safe and effective for its intended use; the data from our pre-clinical studies and clinical trials may be insufficient to support clearance or approval, where required; and the manufacturing process or facilities we use may not meet applicable requirements.

In addition, the FDA may change its clearance and approval policies, adopt additional regulations or revise existing regulations, or take other actions, which may prevent or delay approval or clearance of our future products under development or impact our ability to modify our currently cleared products on a timely basis. Such policy or regulatory changes could impose additional requirements upon us that could delay our ability to obtain new 510(k) clearances, increase the costs of compliance or restrict our ability to maintain our current clearances. For example, in response to industry and healthcare provider concerns regarding the predictability, consistency and rigor of the 510(k) clearance process, the FDA initiated an evaluation, and in January 2011, announced several proposed actions intended to reform the 510(k) clearance process. The FDA intends these reform actions to improve the efficiency and transparency of the clearance process, as well as bolster patient safety. In addition, as part of the Food and Drug Administration Safety and Innovation Act, or FDASIA, enacted in 2012, Congress reauthorized the Medical Device User Fee Amendments with various FDA performance goal commitments and enacted several “Medical Device Regulatory Improvements” and miscellaneous reforms, which are further intended to clarify and improve medical device regulation both pre- and post-clearance and approval. Some of these proposals and reforms could impose additional regulatory requirements upon us that could delay our ability to obtain new 510(k) clearances, increase the costs of compliance or restrict our ability to maintain our current clearances.

50

In order to sell our products in member countries of the EEA our products must comply with the essential requirements of the EU Medical Devices Directive (Council Directive 93/42/EEC). Compliance with these requirements is a prerequisite to be able to affix the CE Mark to our products, without which they cannot be sold or marketed in the EEA. To demonstrate compliance with the essential requirements we must undergo a conformity assessment procedure, which varies according to the type of medical device and its classification. Except for low-risk medical devices (Class I non-sterile, non-measuring devices), where the manufacturer can issue an EC Declaration of Conformity based on a self-assessment of the conformity of its products with the essential requirements of the EU Medical Devices Directive, a conformity assessment procedure requires the intervention of an organization accredited by a Member State of the EEA to conduct conformity assessments, or a Notified Body. Depending on the relevant conformity assessment procedure, the Notified Body would typically audit and examine the technical file and the quality system for the manufacture, design and final inspection of our devices. The Notified Body issues a certificate of conformity following successful completion of a conformity assessment procedure conducted in relation to the medical device and its manufacturer and their conformity with the essential requirements. This certificate entitles the manufacturer to affix the CE Mark to its medical devices after having prepared and signed a related EC Declaration of Conformity.

In order to sell our products in Great Britain (England, Wales and Scotland) our products must comply with the requirements of the UK Medical Device Regulations. Compliance with these requirements is a prerequisite to be able to affix the UKCA Mark to our products, without which they cannot be sold or marketed in Great Britain. To demonstrate compliance with the essential requirements we must undergo a conformity assessment procedure, which varies according to the type of medical device and its classification. A conformity assessment procedure requires the intervention of an organization accredited by an Approved Body under UK Medical Device Regulations, or Approved Body. Depending on the relevant conformity assessment procedure, the Approved Body would typically audit and examine the technical file and the quality system for the manufacture, design and final inspection of our devices. The Approved Body issues a certificate of conformity following successful completion of a conformity assessment procedure conducted in relation to the medical device and its manufacturer and their conformity with the essential requirements. This certificate entitles the manufacturer to affix the UKCA Mark to its medical devices after having prepared and signed a related UK Declaration of Conformity.

As a general rule, demonstration of conformity of medical devices and their manufacturers with the essential requirements must be based, among other things, on the evaluation of clinical data supporting the safety and performance of the products during normal conditions of use. Specifically, a manufacturer must demonstrate that the device achieves its intended performance during normal conditions of use, that the known and foreseeable risks, and any adverse events, are minimized and acceptable when weighed against the benefits of its intended performance, and that any claims made about the performance and safety of the device are supported by suitable evidence. If we fail to remain in compliance with applicable European and United Kingdom laws and directives, we would be unable to continue to affix the CE or UKCA Marks to our surgical systems, which would prevent us from selling them within the EEA and the United Kingdom, respectively.

We or our distributors will also need to obtain regulatory approval in other foreign jurisdictions in which we plan to market and sell our products.

Modifications to our products may require new 510(k) clearances or PMA approvals, and may require us to cease marketing or recall the modified products until clearances are obtained.

Any modification to a 510(k)-cleared product that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, design or manufacture, requires a new 510(k) clearance or, possibly, approval of a PMA. The FDA requires every manufacturer to make this determination in the first instance, but the FDA may review any manufacturer’s decision. The FDA may not agree with our decisions regarding whether new clearances or approvals are necessary. We have made modifications to our products in the past and have determined based on our review of the applicable FDA regulations and guidance that in certain instances new 510(k) clearances were not required. We may make similar modifications or add additional features in the future that we believe do not require a new 510(k) clearance or approval of a PMA. If the FDA disagrees with our determination and requires us to submit new 510(k) notifications or PMAs for modifications to our previously cleared products for which we have concluded that new clearances or approvals are unnecessary, we may be required to cease marketing or to recall the modified product until we obtain clearance or approval, and we may be subject to significant regulatory fines or penalties. In addition, the FDA may not approve or clear
51

our products for the indications that are necessary or desirable for successful commercialization or could require clinical trials to support any modifications. Any delay or failure in obtaining required clearances or approvals would adversely affect our ability to introduce new or enhanced products in a timely manner, which in turn would harm our future growth.

Furthermore, the FDA’s ongoing review of the 510(k) clearance process may make it more difficult for us to make modifications to our previously cleared products, either by imposing more strict requirements on when a new 510(k) notification for a modification to a previously cleared product must be submitted, or applying more onerous review criteria to such submissions. For example, the FDA is currently reviewing its guidance describing when it believes a manufacturer is obligated to submit a new 510(k) for modifications or changes to a previously cleared device. The FDA is expected to issue revised guidance, originally issued in 1997, to assist device manufacturers in making this determination. It is unclear whether the FDA’s approach in this new guidance will result in substantive changes to existing policy and practice regarding the assessment of whether a new 510(k) is required for changes or modifications to existing devices. The FDA continues to review its 510(k) clearance process, which could result in additional changes to regulatory requirements or guidance documents, which could increase the costs of compliance or restrict our ability to maintain current clearances.

Our products must be manufactured in accordance with federal and state regulations, and we could be forced to recall our installed systems or terminate production if we fail to comply with these regulations.
The methods used in, and the facilities used for, the manufacture of our products must comply with the FDA’s Quality System Regulation, or QSR, which is a complex regulatory scheme that covers the procedures and documentation of the design, testing, production, process controls, quality assurance, labeling, packaging, handling, storage, distribution, installation, servicing and shipping of medical devices. Furthermore, we are required to verify that our suppliers maintain facilities, procedures and operations that comply with our quality standards and applicable regulatory requirements. The FDA enforces the QSR through periodic announced or unannounced inspections of medical device manufacturing facilities, which may include the facilities of subcontractors. Our products are also subject to similar state regulations and various laws and regulations of foreign countries governing manufacturing.

Our third-party manufacturers may not take the necessary steps to comply with applicable regulations, which could cause delays in the delivery of our products. In addition, failure to comply with applicable FDA requirements or later discovery of previously unknown problems with our products or manufacturing processes could result in, among other things: warning letters or untitled letters; fines, injunctions or civil penalties; suspension or withdrawal of approvals or clearances; seizures or recalls of our products; total or partial suspension of production or distribution; administrative or judicially imposed sanctions; the FDA’s refusal to grant pending or future clearances or approvals for our products; clinical holds; refusal to permit the import or export of our products; and criminal prosecution of us or our employees.

Any of these actions could significantly and negatively impact supply of our products. If any of these events occurs, our reputation could be harmed, we could be exposed to product liability claims and we could lose customers and suffer reduced revenue and increased costs.

If treatment guidelines for the orthopedic conditions we are targeting change or the standard of care evolves, we may need to redesign and seek new marketing authorization from the FDA for one or more of our products.
If treatment guidelines for the orthopedic conditions we are targeting or the standard of care for such conditions evolves, we may need to redesign the applicable product and seek new clearances or approvals from the FDA. Our 510(k) clearances from the FDA are based on current treatment guidelines. If treatment guidelines change so that different treatments become desirable, the clinical utility of one or more of our products could be diminished and our business could suffer.

The misuse or off-label use of our products may harm our reputation in the marketplace, result in injuries that lead to product liability suits or result in costly investigations, fines or sanctions by regulatory bodies if we are deemed to have engaged in the promotion of these uses, any of which could be costly to our business.
Our products have been cleared by the FDA for specific indications. We train our marketing personnel and independent sales agencies and distributors to not promote our products for uses outside of the FDA-cleared indications for use, known as “off-label uses.” We cannot, however, prevent a physician from using our
52

products off-label, when in the physician’s independent professional medical judgment he or she deems it appropriate. There may be increased risk of injury to patients if physicians attempt to use our products off-label. Furthermore, the use of our products for indications other than those cleared by the FDA or approved by any foreign regulatory body may not effectively treat such conditions, which could harm our reputation in the marketplace among physicians and patients.

If the FDA or any foreign regulatory body determines that our promotional materials or training constitute promotion of an off-label use, it could request that we modify our training or promotional materials or subject us to regulatory or enforcement actions, including the issuance or imposition of an untitled letter, which is used for violators that do not necessitate a warning letter, injunction, seizure, civil fine or criminal penalties. It is also possible that other federal, state or foreign enforcement authorities might take action under other regulatory authority, such as false claims laws, if they consider our business activities to constitute promotion of an off-label use, which could result in significant penalties, including, but not limited to, criminal, civil and administrative penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs and the curtailment of our operations.

Our products may cause or contribute to adverse medical events that we are required to report to the FDA, and if we fail to do so, we would be subject to sanctions that could harm our reputation, business, financial condition and results of operations. The discovery of serious safety issues with our products, or a recall of our products either voluntarily or at the direction of the FDA or another governmental authority, could have a negative impact on us.

We are subject to the FDA’s medical device reporting regulations and similar foreign regulations, which require us to report to the FDA when we receive or become aware of information that reasonably suggests that one or more of our products may have caused or contributed to a death or serious injury or malfunctioned in a way that, if the malfunction were to recur, it could cause or contribute to a death or serious injury. The timing of our obligation to report is triggered by the date we become aware of the adverse event as well as the nature of the event. We may fail to report adverse events of which we become aware within the prescribed timeframe. We may also fail to recognize that we have become aware of a reportable adverse event, especially if it is not reported to us as an adverse event or if it is an adverse event that is unexpected or removed in time from the use of the product. If we fail to comply with our reporting obligations, the FDA could take action, including warning letters, untitled letters, administrative actions, criminal prosecution, imposition of civil monetary penalties, revocation of our device clearance, seizure of our products or delay in clearance of future products.

The FDA and foreign regulatory bodies have the authority to require the recall of commercialized products in the event of material deficiencies or defects in design or manufacture of a product or in the event that a product poses an unacceptable risk to health. The FDA’s authority to require a recall must be based on a finding that there is reasonable probability that the device could cause serious injury or death. We may also choose to voluntarily recall a product if any material deficiency is found. We have in the past conducted several voluntary recalls of devices with lot-specific quality issues. A government-mandated or voluntary recall by us could occur as a result of an unacceptable risk to health, component failures, malfunctions, manufacturing defects, labeling or design deficiencies, packaging defects or other deficiencies or failures to comply with applicable regulations. Product defects or other errors may occur in the future.

Depending on the corrective action we take to redress a product’s deficiencies or defects, the FDA may require, or we may decide, that we will need to obtain new approvals or clearances for the device before we may market or distribute the corrected device. Seeking such approvals or clearances may delay our ability to replace the recalled devices in a timely manner. Moreover, if we do not adequately address problems associated with our devices, we may face additional regulatory enforcement action, including FDA warning letters, product seizure, injunctions, administrative penalties or civil or criminal fines.

Companies are required to maintain certain records of recalls and corrections, even if they are not reportable to the FDA. We may initiate voluntary withdrawals or corrections for our products in the future that we determine do not require notification of the FDA. If the FDA disagrees with our determinations, it could require us to report those actions as recalls and we may be subject to enforcement action. A future recall announcement could harm our reputation with customers, potentially lead to product liability claims against us and negatively affect our sales.

53

If we or our distributors do not obtain and maintain international regulatory registrations or approvals for our products, we will be unable to market and sell our products outside of the United States.

Sales of our products outside of the United States are subject to foreign regulatory requirements that vary widely from country to country. In addition, the FDA regulates exports of medical devices from the United States. While the regulations of some countries may not impose barriers to marketing and selling our products or only require notification, others require that we or our distributors obtain the approval of a specified regulatory body. Complying with foreign regulatory requirements, including obtaining registrations or approvals, can be expensive and time-consuming, and we or our distributors may not receive regulatory approvals in each country in which we plan to market our products or we may be unable to do so on a timely basis. The time required to obtain registrations or approvals, if required by other countries, may be longer than that required for FDA clearance, and requirements for such registrations, clearances or approvals may significantly differ from FDA requirements. If we modify our products, we or our distributors may need to apply for additional regulatory approvals before we are permitted to sell the modified product. In addition, we may not continue to meet the quality and safety standards required to maintain the authorizations that we or our distributors have received. If we or our distributors are unable to maintain our authorizations in a particular country, we will no longer be able to sell the applicable product in that country.

Regulatory clearance or approval by the FDA does not ensure clearance or approval by regulatory authorities in other countries, and clearance or approval by one or more foreign regulatory authorities does not ensure clearance or approval by regulatory authorities in other foreign countries or by the FDA. However, a failure or delay in obtaining regulatory clearance or approval in one country may have a negative effect on the regulatory process in others.

Legislative or regulatory reforms in the United States, the United Kingdom or the European Union may make it more difficult and costly for us to obtain regulatory clearances or approvals for our products or to manufacture, market or distribute our products after clearance or approval is obtained.

From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulation of medical devices. In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect our business and our products. Any new statutes, regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of any future products or make it more difficult to manufacture, market or distribute our products. We cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when and if promulgated, enacted or adopted may have on our business in the future. Such changes could, among other things, require: additional testing prior to obtaining clearance or approval; changes to manufacturing methods; recall, replacement or discontinuance of our products; or additional record keeping.

In September 2012, the European Commission published proposals for the revision of the EU regulatory framework for medical devices. The proposal would replace the EU Medical Devices Directive and the Active Implantable Medical Devices Directive with a new regulation, the Medical Devices Regulation. Unlike the Directives that must be implemented into national laws, the Regulation would be directly applicable in all EEA Member States and so is intended to eliminate current national differences in regulation of medical devices.

In October 2013, the European Parliament approved a package of reforms to the European Commission’s proposals. Under the revised proposals, only designated “special notified bodies” would be entitled to conduct conformity assessments of high-risk devices. These special notified bodies will need to notify the European Commission when they receive an application for a conformity assessment for a new high-risk device. The European Commission will then forward the notification and the accompanying documents on the device to the Medical Devices Coordination Group, or MDCG (a new, yet to be created body chaired by the European Commission and representatives of certain European states), for an opinion. These new procedures may result in a longer or more burdensome assessment of our new products.

The Medical Devices Regulation, or MDR, entered into force in May 2017 and, due to the COVID-19 pandemic, was postponed from its original application date of May 2020 to May 2021. The Company can continue marketing existing CE-marked products under the previous regulation until March 2023 so long as a certification extension is granted by its notified body. Any products not yet CE-marked or products with significant changes that require additional notified review are subject to the MDR as of May 2021, including the requirement of obtaining QSR certification under the MDR. The MDR among other things, imposes additional reporting requirements on
54

manufacturers of high risk medical devices, imposes an obligation on manufacturers to appoint a “qualified person” responsible for regulatory compliance, and provides for more strict clinical evidence requirements.

Effective January 31, 2020, the United Kingdom withdrew from the EU. New regulations specific to the UK went into effect beginning January 1, 2021 with a transitional period through June 30, 2023. These regulations may impact our ability to sell our products in the UK. During the transition period devices with CE Markings may continue to be sold within the UK. Devices sold in Northern Ireland will be required to keep the CE Marking after the transition period ends.

In order to comply with the new regulations and continue selling medical devices in Great Britain (England, Wales and Scotland) following the transition period, the Company must appoint a UK Responsible Person and register the medical devices with the MHRA. A new conformity assessment must be completed by a UK Approved Body. The Approved Body will audit and examine a product’s technical dossiers and the manufacturers’ quality system. If satisfied that the relevant product conforms to the relevant essential requirements, the Approved Body issues a certificate of conformity, which the manufacturer uses as a basis for its own declaration of conformity. The manufacturer may then apply the UKCA Mark to the device, which allows the device to be placed on the market throughout Great Britain. Once the product has been placed on the market in Great Britain, the manufacturer must comply with requirements for reporting incidents and field safety corrective actions associated with the medical device.

We are subject to certain federal, state and foreign fraud and abuse laws, health information privacy and security laws and transparency laws, which, if violated, could subject us to substantial penalties. Additionally, any challenge to or investigation into our practices under these laws could cause adverse publicity and be costly to respond to, and thus could harm our business.

There are numerous U.S. federal and state, as well as foreign, laws pertaining to healthcare fraud and abuse, including anti-kickback, false claims and physician transparency laws. Our business practices and relationships with providers and hospitals are subject to scrutiny under these laws. We may also be subject to patient information privacy and security regulation by both the federal government and the states and foreign jurisdictions in which we conduct our business. The healthcare laws and regulations that may affect our ability to operate include:

•    the federal Anti-Kickback Statute, which prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce either the referral of an individual or furnishing or arranging for a good or service, for which payment may be made, in whole or in part, under federal healthcare programs, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation. Moreover, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act. Violations of the federal Anti-Kickback Statute may result in substantial civil or criminal penalties, civil penalties under the Civil Monetary Penalties Law, civil penalties under the federal False Claims Act and exclusion from participation in government healthcare programs, including Medicare and Medicaid;

•    the federal civil and criminal false claims laws and civil monetary penalties laws, including the federal civil False Claims Act, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid or other federal healthcare programs that are false or fraudulent. Private individuals can bring False Claims Act “qui tam” actions, on behalf of the government and such individuals, commonly known as “whistleblowers,” may share in amounts paid by the entity to the government in fines or settlement. When an entity is determined to have violated the federal civil False Claims Act, the government may impose civil penalties, including treble damages, and exclude the entity from participation in Medicare, Medicaid and other federal healthcare programs;

•    the federal Civil Monetary Penalties Law, which prohibits, among other things, offering or transferring remuneration to a federal healthcare beneficiary that a person knows or should know is likely to influence the beneficiary’s decision to order or receive items or services reimbursable by the government from a particular provider or supplier;
55


•    the Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created additional federal criminal statutes that prohibit, among other things, executing a scheme to defraud any healthcare benefit program and making false statements relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

•    the federal Physician Sunshine Act under the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, collectively referred to as the Affordable Care Act, which require certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, or CHIP, to report annually to the DHHS Centers for Medicare and Medicaid Services, or CMS, information related to payments and other transfers of value to physicians, which is defined broadly to include other healthcare providers and teaching hospitals, and applicable manufacturers and group purchasing organizations, to report annually ownership and investment interests held by physicians and their immediate family members. Manufacturers are required to submit annual reports to CMS and failure to do so may result in civil monetary penalties for all payments, transfers of value or ownership or investment interests not reported in an annual submission, and may result in liability under other federal laws or regulations;

•    HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing regulations, which impose requirements on certain covered healthcare providers, health plans and healthcare clearinghouses as well as their business associates that perform services for them that involve individually identifiable health information, relating to the privacy, security and transmission of individually identifiable health information without appropriate authorization, including mandatory contractual terms as well as directly applicable privacy and security standards and requirements. Failure to comply with the HIPAA privacy and security standards can result in civil monetary penalties, and, in certain circumstances, criminal penalties. State attorneys general can also bring a civil action to enjoin a HIPAA violation or to obtain statutory damages on behalf of residents of his or her state; and

•    analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers or patients; state laws that require device companies to comply with the industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws that require device manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; and state laws related to insurance fraud in the case of claims involving private insurers.

These laws and regulations, among other things, constrain our business, marketing and other promotional activities by limiting the kinds of financial arrangements, including sales programs, we may have with hospitals, physicians or other potential purchasers of our products. We have a variety of arrangements with our customers that could implicate these laws, including, among others, our consignment arrangements and our practice of loaning instrument sets to customers at no additional cost. We have also entered into consulting agreements and royalty agreements with physicians, including some who have ownership interests in us and/or influence the ordering of or use our products in procedures they perform. Compensation under some of these arrangements includes the provision of stock or stock options. We could be adversely affected if regulatory agencies determine our financial relationships with such physicians to be in violation of applicable laws. Due to the breadth of these laws, the narrowness of statutory exceptions and regulatory safe harbors available, and the range of interpretations to which they are subject, it is possible that some of our current or future practices might be challenged under one or more of these laws.

To enforce compliance with the healthcare regulatory laws, certain enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and healthcare providers, which has
56

led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Responding to investigations can be time-and resource-consuming and can divert management’s attention from the business. Additionally, as a result of these investigations, healthcare providers and entities may have to agree to additional compliance and reporting requirements as part of a consent decree or corporate integrity agreement. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business. Even an unsuccessful challenge or investigation into our practices could cause adverse publicity, and be costly to respond to.

If our operations are found to be in violation of any of the healthcare laws or regulations described above or any other healthcare regulations that apply to us, we may be subject to penalties, including administrative, civil and criminal penalties, damages, fines, exclusion from participation in government healthcare programs, such as Medicare and Medicaid, imprisonment, contractual damages, reputational harm, disgorgement and the curtailment or restructuring of our operations.

Healthcare policy changes, including recently enacted legislation reforming the U.S. healthcare system, could harm our cash flows, financial condition and results of operations.

In March 2010, the Affordable Care Act was enacted in the United States, which made a number of substantial changes in the way healthcare is financed by both governmental and private insurers. Among other ways in which it may impact our business, the Affordable Care Act:

•    established a new Patient-Centered Outcomes Research Institute to oversee and identify priorities in comparative clinical effectiveness research in an effort to coordinate and develop such research;

•    implemented payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain healthcare services through bundled payment models; and

•    expanded the eligibility criteria for Medicaid programs.

We do not yet know the full impact that the Affordable Care Act will have on our business. The Biden Administration and the U.S. Congress may take further action regarding the Affordable Care Act, including, but not limited to, repeal or replacement. Additionally, all or a portion of the Affordable Care Act and related subsequent legislation may be modified, repealed or otherwise invalidated through judicial challenge, which could result in lower numbers of insured individuals, reduced coverage for insured individuals and adversely affect our business.

In addition, other legislative changes have been proposed and adopted since the Affordable Care Act was enacted. On August 2, 2011, the Budget Control Act of 2011 was signed into law, which, among other things, reduced Medicare payments to providers by 2% per fiscal year, effective on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2025 unless additional Congressional action is taken. On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, reduced Medicare payments to several providers, including hospitals, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act, was signed into law, which, among other things, includes a program for providers to receive accelerated or advanced Medicare payments.

We expect additional state and federal healthcare reform measures to be adopted in the future, any of which could limit reimbursement for healthcare products and services, which could result in reduced demand for our products or additional pricing pressure.

Our business involves the use of hazardous materials and we and our third-party manufacturers must comply with environmental laws and regulations, which may be expensive and restrict how we do business.

Our third-party manufacturers’ activities may involve the controlled storage, use and disposal of hazardous materials. Our manufacturers are subject to federal, state, local and foreign laws and regulations governing the
57

use, generation, manufacture, storage, handling and disposal of these hazardous materials. We currently carry no insurance specifically covering environmental claims relating to the use of hazardous materials, but we do reserve funds to address these claims at both the federal and state levels. Although we believe the safety procedures of our manufacturers for handling and disposing of these materials and waste products comply with the standards prescribed by these laws and regulations, we cannot eliminate the risk of accidental injury or contamination from the use, storage, handling or disposal of hazardous materials. In the event of an accident, state or federal or other applicable authorities may curtail our use of these materials and interrupt our business operations. In addition, if an accident or environmental discharge occurs, or if we discover contamination caused by prior operations, including by prior owners and operators of properties we acquire, we could be liable for cleanup obligations, damages and fines, which could be substantial.

Risks Related to Our Reliance on Third Parties

We rely on a network of third-party independent sales agencies and distributors to market and distribute our products, and if we are unable to maintain and expand this network, we may be unable to generate anticipated sales.

We rely on our network of independent sales agencies and distributors to market and distribute our products in both the United States and international markets.

In the United States, our products are primarily sold by a network of 36 independent sales agencies. We may not be successful in maintaining strong relationships with our independent sales agencies. In addition, our independent sales agencies are not required to sell our products on an exclusive basis and also are not required to sell any minimum quantity of our products. The failure of our network of independent sales agencies to generate U.S. sales of our products and promote our brand effectively would impair our business and results of operations.

We also sell our products in international markets, primarily through a network of 42 independent stocking distributors and 11 independent sales agencies. We sell our products in 44 countries outside of the United States, and we expect a significant amount of our revenue to come from international sales for the foreseeable future. In the past, we have experienced issues collecting payments from certain of our independent stocking distributors and we may again experience such issues in the future.

Our ability to market, distribute, and sell our products through our network of distributors and agencies has been adversely affected as a result of precautionary responses to the COVID-19 pandemic, including travel restrictions, suspension and shutdown orders and other measures intended to limit person-to-person contact. We also face other significant challenges and risks in managing our geographically dispersed distribution network and retaining the individuals who make up that network. We cannot control the efforts and resources our third-party sales agencies and distributors will devote to marketing our products. Our sales agencies and stocking distributors may be unable to successfully market and sell our products and may not devote sufficient time and resources to support the marketing and selling efforts that enable the products to develop, achieve or sustain market acceptance in their respective jurisdictions. Additionally, in some international jurisdictions, we rely on our distributors to manage the regulatory process, while complying with all applicable rules and regulations, and we are dependent on their ability to do so effectively. If we are unable to attract additional international distributors, our international revenue may not grow.

If any of our independent sales agencies or distributors were to cease to do business with us, our sales could be adversely affected. Some of our independent sales agencies and distributors have historically accounted for a material portion of our sales volume. Sales through two of our independent sales agencies in the United States accounted for 14.2% and 13.8%, respectively, of our global revenue in 2020. Sales through two of our independent sales agencies in the United States accounted for 12.3% and 12.2%, respectively, of our global revenue in 2019. Sales through two of our independent sales agencies in the United States accounted for 12.1% and 11.2%, respectively, of our global revenue in 2018. If any such agency or distributor were to cease to sell and market our products, our sales could be adversely affected. In addition, if a dispute arises with a sales agency or distributor or if a sales agency or distributor is terminated by us or goes out of business, it may take time to locate an alternative sales agency or distributor, to seek appropriate regulatory approvals and to train new personnel to market our products, and our ability to sell those systems in the region formerly serviced by such terminated agent or distributor could be harmed. Any of our sales agencies or distributors could become insolvent or otherwise become unable to pay amounts owed to us when due. Any of these factors could reduce our revenue from affected markets, increase our costs in those markets or damage our reputation. If an
58

independent sales agency or distributor were to depart and be retained by one of our competitors, we may be unable to prevent them from helping competitors solicit business from our existing customers, which could further adversely affect our sales.

In any such situation in which we lose the services of an independent sales agency or distributor, we may need to seek alternative sales agencies or distributors, and our sales may be adversely affected. Because of the intense competition for their services, we may be unable to recruit or retain additional qualified independent sales agencies or distributors to work with us. We may be unable to enter into agreements with them on favorable or commercially reasonable terms, if at all. Failure to hire or retain qualified independent sales agencies or distributors would prevent us from expanding our business and generating sales.

As a result of our reliance on third-party sales agencies and distributors, we may be subject to disruptions and increased costs due to factors beyond our control, including labor strikes, third-party error and other issues. If the services of any of these third-party sales agencies or distributors become unsatisfactory, including the failure of such sales agencies or distributors to properly train orthopedic surgeons in the utilization of our products, we may experience delays in meeting our customers’ product demands and we may be unable to find a suitable replacement on a timely basis or on commercially reasonable terms. Any failure to deliver products in a timely manner may damage our reputation and could cause us to lose current or potential customers.

We rely on third-party contract manufacturers to assemble our products, and a loss or degradation in performance of these contract manufacturers could have a material adverse effect on our business and financial condition.

We rely on a small number of third-party contract manufacturers in the United States to assemble our products. If any of these contract manufacturers fails to adequately perform, our revenue and profitability could be adversely affected. Inadequate performance could include, among other things, the production of products that do not meet our quality standards, which could cause us to seek additional sources of manufacturing. Additionally, our contract manufacturers may decide in the future to discontinue or reduce the level of business they conduct with us. If we are required to change contract manufacturers due to any termination of our relationships with our contract manufacturers, we may lose revenue, experience manufacturing delays, incur increased costs or otherwise suffer impairment to our customer relationships. We cannot guarantee that we will be able to establish alternative manufacturing relationships on similar terms or without delay. Furthermore, our contract manufacturers could require us to move to another one of their production facilities. This could disrupt our ability to fulfill orders during a transition and impact our ability to utilize our current supply chain. In addition, we currently use Structure Medical, LLC and Vilex, LLC, Squadron-affiliated entities, as suppliers for some of our components of our products.

While the COVID-19 pandemic has resulted in governmental authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place or total lock-down orders, social distancing requirements, and business limitations and shutdowns, those measures, have not yet had any significant impacts on our product supply chain. However, any negative impacts on the assembly and production of our products in the future may result in a decline in sales.

Performance issues, service interruptions or price increases by our shipping carriers could adversely affect our business and harm our reputation and ability to provide our services on a timely basis.

Expedited, reliable shipping is essential to our operations. We rely heavily on providers of transport services for reliable and secure point-to-point transport of our products to our customers and for tracking of these shipments. Should a carrier encounter delivery performance issues such as loss, damage or destruction of any systems, it would be costly to replace such systems in a timely manner and such occurrences may damage our reputation and lead to decreased demand for our products and increased cost and expense to our business. In addition, any significant increase in shipping rates could adversely affect our operating margins and results of operations. Similarly, strikes, severe weather, natural disasters or other service interruptions affecting delivery services we use would adversely affect our ability to process orders for our products on a timely basis.



59

We rely on a limited number of third-party suppliers for the majority of our products and may be unable to find replacements or immediately transition to alternative suppliers.

We rely on several suppliers for the majority of our products and we maintain certain long-term contracts with these key suppliers. These suppliers may be unwilling or unable to supply these products to us reliably and at the prices and levels we anticipate or are required by the market. For us to be successful, our suppliers must be able to provide us with products in substantial quantities, in compliance with regulatory requirements, in accordance with agreed upon specifications, at acceptable costs and on a timely basis. An interruption in our commercial operations could occur if we encounter delays or difficulties in securing these products, and if we cannot obtain an acceptable substitute. If we are required to transition to new third-party suppliers for certain products, the use of products furnished by these alternative suppliers could require us to alter our operations.

Furthermore, if we are required to change the manufacturer of our products, we will be required to verify that the new manufacturer maintains facilities, procedures and operations that comply with our quality and applicable regulatory requirements, which could further impede our ability to manufacture our products in a timely manner. Transitioning to a new supplier could be time-consuming and expensive, may result in interruptions in our operations and product delivery, could affect the performance specifications of our products or could require that we modify the design of those products. If the change in manufacturer results in a significant change to any product, a new 510(k) clearance from the FDA or similar international regulatory authorization may be necessary before we implement the change, which could cause substantial delays. The occurrence of any of these events could harm our ability to meet the demand for our products in a timely or cost-effective manner.

As discussed above under the third-party manufacturer risk factor, the impact of the COVID-19 pandemic has not yet had any significant impacts on our product supply chain. However, any negative impacts on the production and supply of our products in the future may result in a decline in sales.

Risks Related to Intellectual Property

If we are unable to adequately protect our intellectual property rights, or if we are accused of infringing on the intellectual property rights of others, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights.

Our commercial success will depend in part on our success in obtaining and maintaining issued patents and other intellectual property rights in the United States and elsewhere and protecting our proprietary technology. If we do not adequately protect our intellectual property and proprietary technology, competitors may be able to use our technologies and erode or negate any competitive advantage we may have, which could harm our business and ability to achieve profitability.

We own numerous issued patents and pending patent applications that relate to our platform technology. As of December 31, 2020, we owned 28 issued U.S. patents and 56 issued foreign patents and we had 35 pending U.S. patent applications and 40 pending foreign patent applications. Assuming all required fees continue to be paid, issued U.S. patents owned by us will expire between 2024 and 2036.

We cannot provide any assurances that any of our patents have, or that any of our pending patent applications that mature into issued patents will include, claims with a scope sufficient to protect our products, any additional features we develop for our products or any new products. Other parties may have developed technologies that may be related or competitive to our platform, may have filed or may file patent applications and may have received or may receive patents that overlap or conflict with our patent applications, either by claiming the same methods or devices or by claiming subject matter that could dominate our patent position. The patent positions of medical device companies, including our patent position, may involve complex legal and factual questions, and, therefore, the scope, validity and enforceability of any patent claims that we may obtain cannot be predicted with certainty. Patents, if issued, may be challenged, deemed unenforceable, invalidated or circumvented. Proceedings challenging our patents could result in either loss of the patent or denial of the patent application or loss or reduction in the scope of one or more of the claims of the patent or patent application. In addition, such proceedings may be costly. Thus, any patents that we may own may not provide any protection against competitors. Furthermore, an adverse decision in a derivation proceeding can result in a third party receiving the patent right sought by us, which in turn could affect our ability to commercialize our products.

Furthermore, though an issued patent is presumed valid and enforceable, its issuance is not conclusive as to its validity or its enforceability and it may not provide us with adequate proprietary protection or competitive
60

advantages against competitors with similar products. Competitors may also be able to design around our patents. Other parties may develop and obtain patent protection for more effective technologies, designs or methods. We may be unable to prevent the unauthorized disclosure or use of our technical knowledge or trade secrets by consultants, suppliers, vendors, former employees and current employees. The laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States, and we may encounter significant problems in protecting our proprietary rights in these countries.

Our ability to enforce our patent rights depends on our ability to detect infringement. It may be difficult to detect infringers who do not advertise the components that are used in their products. Moreover, it may be difficult or impossible to obtain evidence of infringement in a competitor’s or potential competitor’s product. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded if we were to prevail may not be commercially meaningful.

In addition, proceedings to enforce or defend our patents could put our patents at risk of being invalidated, held unenforceable or interpreted narrowly. Such proceedings could also provoke third parties to assert claims against us, including that some or all of the claims in one or more of our patents are invalid or otherwise unenforceable. If any of our patents covering our products are invalidated or found unenforceable, or if a court found that valid, enforceable patents held by third parties covered one or more of our products, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights.

The degree of future protection for our proprietary rights is uncertain, and we cannot ensure that:

•    any of our patents, or any of our pending patent applications, if issued, will include claims having a scope sufficient to protect our products;

•    any of our pending patent applications may issue as patents;

•    we will be able to successfully commercialize our products on a substantial scale, if approved, before our relevant patents we may have expire;

•    we were the first to make the inventions covered by each of our patents and pending patent applications;

•    we were the first to file patent applications for these inventions;

•    others will not develop similar or alternative technologies that do not infringe our patents;

•    any of our patents will be found to ultimately be valid and enforceable;

•    any patents issued to us will provide a basis for an exclusive market for our commercially viable products, will provide us with any competitive advantages or will not be challenged by third parties;

•    we will develop additional proprietary technologies or products that are separately patentable; or

•    our commercial activities or products will not infringe upon the patents of others.

We rely upon unpatented trade secrets, unpatented know-how and continuing technological innovation to develop and maintain our competitive position, which we seek to protect, in part, by confidentiality agreements with our employees and our collaborators and consultants. We also have agreements with our employees and selected consultants that obligate them to assign their inventions to us and have non-compete agreements with some, but not all, of our consultants. It is possible that technology relevant to our business will be independently developed by a person that is not a party to such an agreement. Furthermore, if the employees and consultants who are parties to these agreements breach or violate the terms of these agreements, we may not have adequate remedies for any such breach or violation, and we could lose our trade secrets through such breaches or violations. Further, our trade secrets could otherwise become known or be independently discovered by our competitors.

61

Litigation or other proceedings or third-party claims of intellectual property infringement could require us to spend significant time and money and could prevent us from selling our products or impact our stock price.

Our commercial success will depend in part on not infringing the patents or violating the other proprietary rights of others. Significant litigation and administrative proceedings regarding patent rights occur in our industry. Our competitors in both the United States and abroad, many of which have substantially greater resources and have made substantial investments in patent portfolios and competing technologies, may have applied for or obtained or may in the future apply for and obtain, patents that will prevent, limit or otherwise interfere with our ability to make, use and sell our products. We do not always conduct independent reviews of patents issued to third parties. In addition, patent applications in the United States and elsewhere can be pending for many years before issuance, or unintentionally abandoned patents or applications can be revived, so there may be applications of others now pending or recently revived patents of which we are unaware. These applications may later result in issued patents, or the revival of previously abandoned patents, that will prevent, limit or otherwise interfere with our ability to make, use or sell our products. Third parties may, in the future, assert claims that we are employing their proprietary technology without authorization, including claims from competitors or from non-practicing entities that have no relevant product revenue and against whom our own patent portfolio may have no deterrent effect. As we continue to commercialize our products in their current or updated forms, launch new products and enter new markets, we expect competitors may claim that one or more of our products infringe their intellectual property rights as part of business strategies designed to impede our successful commercialization and entry into new markets. The large number of patents, the rapid filing rate of new patent applications and issuances, the complexities of the technology involved, and the uncertainty of litigation and administrative proceedings may increase the risk of business resources and management’s attention being diverted to patent administration and litigation. We have, and we may in the future, receive letters or other threats or claims from third parties inviting us to take licenses under, or alleging that we infringe, their patents. See “Item 3. — Legal Proceedings.”

Moreover, we may become party to future adversarial proceedings regarding our patent portfolio or the patents of third parties. Such proceedings could include supplemental examination or contested post-grant proceedings such as review, reexamination, interference or derivation proceedings before the U.S. Patent and Trademark Office and challenges in U.S. District Court or before the U.S. International Trade Commission. Patents may be subjected to opposition, post-grant review or comparable proceedings lodged in various foreign, both national and regional, patent offices. The legal threshold for initiating litigation or contested proceedings may be low, so that even lawsuits or proceedings with a low probability of success might be initiated. Litigation and contested proceedings can also be expensive and time-consuming, and our adversaries in these proceedings may have the ability to dedicate substantially greater resources to prosecuting these legal actions than we can.

Any lawsuits resulting from such allegations could subject us to significant liability for damages and invalidate our proprietary rights. Any potential intellectual property litigation also could force us to do one or more of the following:

•    stop making, selling, importing or using products or technologies that allegedly infringe the asserted intellectual property;

•    lose the opportunity to license our technology to others or to collect royalty payments based upon successful protection and assertion of our intellectual property rights against others; incur significant legal expenses;

•    pay substantial damages or royalties to the party whose intellectual property rights we may be found to be infringing;

•    pay the attorney’s fees and costs of litigation to the party whose intellectual property rights we may be found to be infringing;

•    redesign those products that contain the allegedly infringing intellectual property, which could be costly, disruptive or infeasible; and

•    attempt to obtain a license to the relevant intellectual property from third parties, which may not be available on reasonable terms or at all, or from third parties who may attempt to license rights that they do not have.
62


Any litigation or claim against us, even those without merit, may cause us to incur substantial costs, and could place a significant strain on our financial resources, divert the attention of management from our core business and harm our reputation. If we are found to infringe the intellectual property rights of third parties, we could be required to pay substantial damages (which may be increased up to three times of awarded damages) and/or substantial royalties and could be prevented from selling our products unless we obtain a license or are able to redesign our products to avoid infringement. Any such license may not be available on reasonable terms, if at all, and there can be no assurance that we would be able to redesign our products in a way that would not infringe the intellectual property rights of others. We could encounter delays in product introductions while we attempt to develop alternative methods or products. If we fail to obtain any required licenses or make any necessary changes to our products or technologies, we may have to withdraw existing products from the market or may be unable to commercialize one or more of our products.

In addition, we generally indemnify our customers and international distributors with respect to infringement by our products of the proprietary rights of third parties. Third parties may assert infringement claims against our customers or distributors. These claims may require us to initiate or defend protracted and costly litigation on behalf of our customers or distributors, regardless of the merits of these claims. If any of these claims succeed or settle, we may be forced to pay damages or settlement payments on behalf of our customers or distributors or may be required to obtain licenses for the products they use. If we cannot obtain all necessary licenses on commercially reasonable terms, our customers may be forced to stop using our products.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.

In addition to patent protection, we also rely upon copyright and trade secret protection, as well as non-disclosure agreements and invention assignment agreements with our employees, consultants and third parties, to protect our confidential and proprietary information. In addition to contractual measures, we try to protect the confidential nature of our proprietary information using commonly accepted physical and technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access, provide adequate protection for our proprietary information. Our security measures may not prevent an employee or consultant from misappropriating our trade secrets and providing them to a competitor, and recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our products that we consider proprietary. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. Even though we use commonly accepted security measures, trade secret violations are often a matter of state law, and the criteria for protection of trade secrets can vary among different jurisdictions. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, our business and competitive position could be harmed.

We may be unable to enforce our intellectual property rights throughout the world.

The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. This could make it difficult for us to stop infringement of our foreign patents, if obtained, or the misappropriation of our other intellectual property rights. For example, some foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, some countries limit the enforceability of patents against third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. Patent protection must ultimately be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Patent protection available in one country may not be available in other countries. Accordingly, we may choose not to seek patent protection in certain countries, and we will not have the benefit of patent protection in such countries.

Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courts in the
63

United States and foreign countries may affect our ability to obtain adequate protection for our technology and the enforcement of our intellectual property.

Third parties may assert ownership or commercial rights to inventions we develop.

Third parties may in the future make claims challenging the inventorship or ownership of our intellectual property. We have written agreements with collaborators that provide for the ownership of intellectual property arising from our collaborations. In addition, we may face claims by third parties that our agreements with employees, contractors or consultants obligating them to assign intellectual property to us are ineffective or in conflict with prior or competing contractual obligations of assignment, which could result in ownership disputes regarding intellectual property we have developed or will develop and interfere with our ability to capture the commercial value of such intellectual property. Litigation may be necessary to resolve an ownership dispute, and if we are not successful, we may be precluded from using certain intellectual property or may lose our exclusive rights in that intellectual property. Either outcome could harm our business and competitive position.

Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

We employ individuals who previously worked with other companies, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third party. Litigation may be necessary to defend against these claims. If we fail in defending any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Risks Related to Ownership of Our Common Stock

The price of our common stock may be volatile.
Our stock price has been and is likely to continue to be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their shares of our common stock at or above the price at which they purchased their shares. Factors that could cause volatility in the market price of our common stock include, but are not limited to:

•    actual or anticipated fluctuations in our financial condition and operating results;

•    actual or anticipated changes in our growth rate relative to our competitors;

•    commercial success and market acceptance of our products;

•    success of our competitors in developing or commercializing products;

•    ability to commercialize or obtain regulatory approvals for our products, or delays in commercializing or obtaining regulatory approvals;

•    strategic transactions undertaken by us;

•    additions or departures of key personnel;

•    product liability claims;

•    prevailing economic conditions;

•    disputes concerning our intellectual property or other proprietary rights;

•    FDA or other U.S. or foreign regulatory actions affecting us or the healthcare industry;
64


•    healthcare reform measures in the United States;

•    sales of our common stock by our officers, directors or significant stockholders;

•    future sales or issuances of equity or debt securities by us;

•    business disruptions caused by earthquakes, fires or other natural disasters;

•    issuance of new or changed securities analysts’ reports or recommendations regarding us; and

•    short interest reports and or trading.

In addition, the stock markets in general, and the markets for companies like ours in particular, have from time to time experienced extreme volatility that have has been often unrelated to the operating performance of the issuer. A certain degree of stock price volatility can be attributed to being a newly public company. These broad market and industry fluctuations may negatively impact the price or liquidity of our common stock, regardless of our operating performance.

The price of our stock may be vulnerable to manipulation, including through short sales.

We believe our common stock has been the subject of recent short selling efforts by certain market participants. Short sales are transactions in which a market participant sells a security that it does not own. To complete the transaction, the market participant must borrow the security to make delivery to the buyer. The market participant is then obligated to replace the security borrowed by purchasing the security at the market price at the time of required replacement. If the price at the time of replacement is lower than the price at which the security was originally sold by the market participant, then the market participant will realize a gain on the transaction. Thus, it is in the market participant’s interest for the market price of the underlying security to decline as much as possible during the period prior to the time of replacement. Short selling may negatively affect the value of our stock to the detriment of our stockholders.

In addition, market participants with disclosed short positions in our stock have published, and may in the future continue to publish, negative information regarding us that we believe is inaccurate and misleading. We believe that the publication of this negative information, and other efforts by certain market participants to manipulate the price of our common stock for their personal financial gain, may in the future lead to downward pressure on the price of our stock to the detriment of our stockholders.

We may be subject to securities litigation, which is expensive and could divert our management’s attention.

The market price of our securities may be volatile, and in the past companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns.

We are an “emerging growth company” and a "smaller reporting company" and the reduced disclosure requirements applicable to us could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. We may remain an emerging growth company until as late as December 31, 2022, though we may cease to be an emerging growth company earlier under certain circumstances, including (i) if the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of any June 30, in which case we would cease to be an emerging growth company as of the following December 31, or (ii) if our gross revenue exceeds $1.07 billion in any fiscal year. “Emerging growth companies” may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Investors could find our common stock less attractive because we may rely
65

on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have chosen to “opt out” of such extended transition period, and as a result, we comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

We are also a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. As a result, many of the same exemptions from reporting requirements available to us as an emerging growth company are also available to us as a smaller reporting company, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation. To the extent that we continue to qualify as a smaller reporting company, after we cease to qualify as an emerging growth company, those exemptions may continue to be available to us. Some investors may find our common stock less attractive because we rely on these exemptions, there may be a less active trading market for our common stock and our stock price may be more volatile.

Future sales of our common stock may cause our stock price to decline.

Sales of a substantial number of shares of our common stock in the public market could occur at any time, subject to certain restrictions described below. These sales, or the perception in the market that holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. As of December 31, 2020, we have a total of 19,560,291 outstanding shares of common stock, all of which may be resold in the public market immediately without restriction, other than shares owned by our affiliates, which may be sold pursuant to Rule 144 under the Securities Act, subject to the conditions of Rule 144 including volume limitations. In addition, holders of an aggregate of approximately 5,378,291 shares of our common stock will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We have registered all shares of common stock that we may issue under our equity compensation plans on a Registration Statement on Form S-8. These shares can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements described above.

If there is no viable public market for our common stock, you may be unable to sell your shares.

Although our common stock is listed on Nasdaq, an active trading market for our shares may not be sustained. You may be unable to sell your shares quickly or at the market price if trading in shares of our common stock is not active. Further, an inactive market may also impair our ability to raise capital by selling shares of our common stock and may impair our ability to enter into strategic partnerships or acquire companies or products by using our shares of common stock as consideration.

Our operating results for a particular period may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause our stock price to fluctuate or decline.

We expect our operating results to be subject to fluctuations. Our operating results will be affected by numerous factors, including: variations in the level of expenses related to our products or future development programs; level of underlying demand for our products; addition or termination of clinical trials; our execution of any collaborative, licensing or similar arrangements, and the timing of payments we may make or receive under these arrangements; any intellectual property infringement lawsuit or opposition, interference or cancellation proceeding in which we may become involved; and regulatory developments affecting our products or our competitors.

If our operating results for a particular period fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Furthermore, any fluctuations in our operating results may, in turn, cause the price of our common stock to fluctuate substantially. We believe comparisons of our financial
66

results from various reporting periods are not necessarily meaningful and should not be relied upon as an indication of our future performance.

Our principal stockholders and management own a significant percentage of our stock and will be able to exert control over matters subject to stockholder approval.

Based on the beneficial ownership of our common stock as of December 31, 2020, our officers and directors, together with holders of 5% or more of our outstanding common stock and their respective affiliates, beneficially own approximately 30.5% of our outstanding common stock. Accordingly, these stockholders will continue to have significant influence over the outcome of corporate actions requiring stockholder approval, including the election of directors, merger, consolidation or sale of all or substantially all of our assets or any other significant corporate transaction. The interests of these stockholders may not be the same as or may even conflict with your interests. For example, these stockholders could attempt to delay or prevent a change in control of the company, even if such a change in control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of the company or our assets and might affect the prevailing price of our common stock. The significant concentration of stock ownership may negatively impact the price of our common stock due to investors’ perception that conflicts of interest may exist or arise. In addition, pursuant to an agreement with the Company, Squadron has the right to designate up to four nominees for election to the Company’s board of directors, depending on the percentage of capital stock beneficially owned by Squadron. Currently, three members of our board are Squadron designees.

Provisions of our charter documents or Delaware law could delay or prevent an acquisition of the company, even if the acquisition would be beneficial to our stockholders, which could make it more difficult for you to change management.

Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. In addition, these provisions may frustrate or prevent any attempt by our stockholders to replace or remove our current management by making it more difficult to replace or remove our board of directors. These provisions include:

•    a classified board of directors so that not all directors are elected at one time;

•    a prohibition on stockholder action through written consent;

•    no cumulative voting in the election of directors;

•    the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director;

•    a requirement that special meetings of stockholders be called only by the board of directors, the chairman of the board of directors, the chief executive officer or, in the absence of a chief executive officer, the president;

•    an advance notice requirement for stockholder proposals and nominations;

•    the authority of our board of directors to issue preferred stock with such terms as our board of directors may determine; and

•    a requirement of approval of not less than 66 2∕3% of all outstanding shares of our capital stock entitled to vote to amend any bylaws by stockholder action, or to amend specific provisions of our amended and restated certificate of incorporation.

In addition, Delaware law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person who, together with its affiliates, owns, or within the last three years has owned, 15% or more of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved
67

in a prescribed manner. Accordingly, Delaware law may discourage, delay or prevent a change in control of our company.

Provisions in our charter documents and other provisions of Delaware law could limit the price that investors are willing to pay in the future for shares of our common stock.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future; therefore, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to do so in the foreseeable future. We currently intend to retain all available funds and any future earnings to finance the growth and development of our business. In addition, the Loan Agreement contains, and the terms of any future credit agreements we enter into may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and trading volume could decline.

The trading market for our common stock depends, in part, on the research and reports that securities or industry analysts publish about us or our business. If no securities or industry analysts maintain coverage of the company, the price for our common stock could be negatively impacted. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our stock price could decline. In addition, if our operating results fail to meet the forecast of analysts, our stock price could decline. If one or more of these analysts cease coverage of the company or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our stock price and trading volume to decline.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We own and occupy approximately 22,000 square feet of office space in Warsaw, Indiana, following an expansion of our existing warehouse facilities in 2018. An additional expansion is currently in process for the Warsaw facility and, once complete, will provide the Company with an additional 20,000 square feet. The Company also maintains two offices in the Netherlands and one office in Israel. We believe our current facilities are suitable and adequate to meet our current needs. We may add new facilities or expand existing facilities as we add employees, and we believe suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.





68

ITEM 3. LEGAL PROCEEDINGS

From time to time, we are involved in various legal proceedings arising in the ordinary course of our business.

K2M - Alleged Patent Infringement

On January 20, 2017, K2M, Inc. filed suit against us in the United States District Court for the District of Delaware (K2M, Inc. v. OrthoPediatrics Corp. et al., Case No. 1:17-cv-0061) seeking unspecified damages for alleged infringement of U.S. Patent No. 9,532,816. The complaint was amended on August 21, 2017 to add, among other things, a claim of patent infringement regarding U.S. Patent No. 9,655,664. These patents relate to certain instruments used in our RESPONSE™ spine systems, which represent a portion of our total scoliosis portfolio. We have denied these claims and responded with counterclaims seeking declaratory relief that the patents in question are both invalid and not infringed. The parties attended a court-ordered mediation on October 24, 2017, which did not resolve the dispute, but as we move forward with this matter we welcome constructive discussions on a negotiated settlement. Nevertheless, we view our case as particularly strong and will continue to vigorously defend this matter. On June 28, 2018, the United States Patent and Trademark Office's Patent Trial and Appeal Board ("PTAB") instituted limited review concerning whether certain third parties had described the invention of certain of K2M's patent claims before allegedly invented by K2M. On July 10, 2018, the Court stayed the litigation pending the outcome of PTAB's review. On June 4, 2019, PTAB completed its review, finding, among other things, insufficient evidence of such description by the third parties. In early October 2019, the Court orally lifted the stay in federal district court. Thereafter, on November 19, 2019, K2M amended its complaint to add two (2) additional issued patents, to add claims of patent infringement regarding U.S. Patent Nos. 10,285,735 and 10,292,736 (both issued in May 2019). Like before, these newly issued patents relate to certain instruments used in our RESPONSE spine systems. Additionally, we have denied these most recent claims and responded with counterclaims seeking declaratory relief that the subject patents are both invalid and not infringed. Moreover, on November 20, 2019, the Court issued its Scheduling Order, which in part, set a trial date for April 12, 2021. Subsequently, the parties attended a second court-ordered mediation on February 25, 2020, which did not resolve the dispute, but we continue to welcome constructive discussions on a negotiated settlement.

Subsequent to year end, we entered into settlement negotiations regarding this matter and anticipate that it will be settled in the near term.  However, no assurance can be given that a final settlement will be reached and, were negotiations to cease, we would vigorously defend the claims asserted against us.  As intellectual property litigation can involve complex factual and legal questions, an adverse resolution of this proceeding could have a material adverse effect on our business, operating results and financial condition.

IMED Surgical - Software Ownership Dispute

On October 16, 2020, the Company, its wholly-owned subsidiary, Orthex, LLC (“Orthex”), the Company’s largest investor, Squadron Capital, LLC (“Squadron”), and certain other defendants, were named in a lawsuit filed by IMED Surgical, LLC, a New Jersey company (the “Plaintiff”), in Broward County, Florida Circuit Court. In the lawsuit, the Plaintiff claims, among other things, that it is the rightful owner of certain patented point-and-click planning software being used by the Company, Orthex and Squadron (the “Point & Click Software”).

In June 2019, the Company purchased all the issued and outstanding units of membership interests in Orthex, and all the issued and outstanding shares of stock of Vilex in Tennessee, Inc. (“Vilex”) for $60 million in total consideration. Vilex and Orthex are primarily manufacturers of foot and ankle surgical implants, including cannulated screws, fusion devices, surgical staples and bone plates, as well as the Orthex Hexapod technology, a system of rings, struts, implants, hardware accessories, and the Point & Click Software used to treat congenital deformities and limb length discrepancies. On December 31, 2019, the Company divested substantially all of the assets relating to Vilex's adult product offerings to a wholly-owned subsidiary of Squadron, in exchange for a $25 million reduction in a term note owed to Squadron in connection with the initial acquisition. As part of the sale, the Company also executed an exclusive license arrangement with Squadron providing for perpetual access to certain intellectual property, including the Point & Click Software. According to the lawsuit, the other defendants, who are unrelated to the Company, assigned the Point & Click Software to Orthex in violation of certain agreements with the Plaintiff.

The Plaintiff, among other things, requests that the defendants be ordered to convey and assign to Plaintiff all of their rights, title and interests in and to the Software and seeks certain compensatory, consequential and unjust enrichment damages from Orthex and the unrelated defendants. Although we believe the IMED lawsuit is without merit and will vigorously defend the claims asserted us, litigation can involve complex factual and legal questions,
69

and an adverse resolution of this proceeding could have a material adverse effect on our business, operating results and financial condition.

Barry - Alleged Patent Infringement

On December 30, 2020, Dr. Mark Barry filed suit against us in the United States District Court for the District of Delaware (Barry v. OrthoPediatrics Corp. et al., Case No. 1:20-cv-01786) seeking unspecified damages for alleged infringement of U.S. Patent Nos. 7,670,358; 8,361,121; 9,339,301; 9,668,787; and 9,668,788, which relate to systems and methods concerning derotation of spinal bodies to correct spinal deformities. Intellectual property litigation can involve complex factual and legal questions, and an adverse resolution of this proceeding could have a material adverse effect on our business, operating results and financial condition.

The parties reached a verbal settlement in February 2021, but have not finalized the written settlement agreement, and do not expect to do so for several weeks.

As described in Note 17 of the Notes to Consolidated Financial Statements included as Item 8 of this Annual Report on Form 10-K, an accrual for legal settlement costs related to various litigation, including the Barry matter, has been recorded by the Company.

We are not presently a party to any other legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate materially affect our financial position or results of operations or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.




70

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

Our common stock has been listed on the Nasdaq Global Market under the symbol "KIDS" since October 12, 2017. Prior to that date, there was no established public trading market for our common stock.

DIVIDEND POLICY

We have not declared or paid any cash dividends on our common stock. We have no present intention to pay dividends in the foreseeable future, but rather intend to retain all of our consolidated earnings to finance future growth. Any future determination to pay dividends will be made at the discretion of our Board of Directors. See the “CAPITAL” section of “Management's Discussion & Analysis of Financial Condition and Results of Operations” included as Item 7 of this Annual Report on Form 10-K and Note 12 of the Notes to Consolidated Financial Statements included as Item 8 of this Annual Report on Form 10-K for a discussion regarding dividend restrictions.

HOLDERS OF RECORD

At the close of business on March 9, 2021, the number of shares outstanding was 19,658,335. There were 187 stockholders of record on that date.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There were no equity securities purchased by the issuer or any affiliated purchaser for the three months ended December 31, 2020.

RECENT SALES OF UNREGISTERED SECURITIES

None except as otherwise described in a Current Report on Form 8-K or a Quarterly Report on form 10-Q.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about the Company’s common stock that may be issued under equity compensation plans as of December 31, 2020.
Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rightsWeighted-average exercised price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensations plans (excluding securities reflected in first column)
Equity compensation plans approved by stockholders449,532 $34.23 799,969 
Total449,532 $34.23 799,969 












71

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data has been derived from our audited consolidated financial statements.

(In Thousands, Except Share Data)20202019201820172016
Operations
Net revenue$71,078 $72,552 $57,559 $45,620 $37,298 
Cost of revenue16,047 17,933 14,879 11,170 10,931 
Gross profit55,031 54,619 42,680 34,450 26,367 
Operating loss (1) (3)
(26,755)(9,077)(9,553)(6,472)(6,127)
Total other expenses6,912 3,608 2,472 2,460 445 
Net loss from continuing operations before provision for income taxes(1) (3)
(33,667)(12,685)(12,025)(8,932)(6,572)
Provision for income taxes (benefit)(723)— — — — 
Loss from discontinued operations— (1,046)— — — 
Net loss (1) (3)
(32,944)(13,731)(12,025)(8,932)(6,572)
   Adjusted EBITDA (4)
(5,871)(1,066)(3,476)(58)(995)
Per Share Data
Net loss from continuing operations per share attributable to common stockholders - basic and diluted (2)
$(1.82)$(0.87)$(0.96)$(5.86)$(7.14)
Net loss from discontinued operations per share attributable to common stockholders - basic and diluted— (0.07)— — — 
Net loss per share attributable to common stockholders - basic and diluted$(1.82)$(0.94)$(0.96)$(5.86)$(7.14)
Balance Sheet Data
Total assets$320,412 $194,564 $112,105 $82,301 $30,676 
Total liabilities85,644 52,203 30,373 34,806 24,682 
Redeemable convertible preferred stock— — — — 71,303 
Total stockholders' equity (deficit)234,768 142,361 81,732 47,495 (65,309)
(1) The 2018 and 2017 results include $1,986 and $2,049 noncash accelerated restricted stock expense related to our October 2017 IPO.

(2) The 2017 Net loss per share attributable to common stockholders - basic and diluted includes the impact of the $16,000 Series A preference payment paid in common stock partially offset by the impact of the $5,965 forfeiture of 50% of the Series B accumulated dividends related to our October 2017 IPO.

(3) The 2016 results includes $1,979 of expenses related to our aborted IPO.

(4) EBITDA is a non-GAAP financial measure which consists of net loss attributable to OrthoPediatrics Corp. before interest, provision for income taxes (benefit), other expense (income) and depreciation and amortization. Adjusted EBITDA, also a non-GAAP financial measure, is EBITDA adjusted to add back stock-based compensation expense, accelerated vesting of restricted stock upon our IPO, acquisition related costs (consisting of accounting and legal fees), fair value adjustment of contingent consideration, initial public offering costs and accrued legal settlement costs. Adjusted EBITDA is presented because we believe it is a useful indicator of our operating performance. Management uses the measure as a measure of the Company's operating performance and for planning purposes, including financial projections. We believe this measure is useful to investors as supplemental information because it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We believe Adjusted EBITDA is useful to its management and investors as a measure of comparative operating performance from period to period. Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to, or superior to, net income or loss as a measure of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and it should not be construed to imply that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, the measure is not intended to be a measure of free cash flow for management’s discretionary use, as it does not reflect certain cash requirements such as debt service requirements, capital expenditures and other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and other potential cash requirements. In evaluating Adjusted EBITDA, you should be aware that in the future the Company may incur expenses that are the same or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on the Company’s GAAP results in addition to using Adjusted EBITDA on a supplemental basis. Our definition of this measure is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.







72

The schedule below contains a reconciliation of Net loss from continuing operations to Adjusted EBITDA.

(In Thousands, Except Share Data)20202019201820172016
Net Loss from Continuing Operations$(32,944)$(12,685)$(12,025)$(8,932)$(6,572)
Interest expense, net3,412 3,538 2,255 2,490 1,476 
Provision for income taxes (benefit)(723)— — — — 
Other expense (income)(20)70 217 (30)(1,031)
Depreciation and amortization8,010 4,671 2,892 2,405 1,902 
Stock-based compensation6,196 2,603 1,199 1,429 1,251 
Accelerated vesting of restricted stock upon our IPO— — 1,986 2,049 — 
Acquisition related costs336 737 — — — 
Fair value adjustment of contingent consideration3,520 — — — — 
Initial public offering costs— — — — 1,979 
Accrued legal settlement costs6,342 — — — — 
Adjusted EBITDA$(5,871)$(1,066)$(3,476)$(58)$(995)



ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes thereto and other financial information included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the ‘‘Risk Factors’’ section of this Annual Report on Form 10-K for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are the only global medical device company focused exclusively on providing a comprehensive trauma and deformity correction, scoliosis and sports medicine product offering to the pediatric orthopedic market in order to improve the lives of children with orthopedic conditions. We design, develop and commercialize innovative orthopedic implants and instruments to meet the specialized needs of pediatric surgeons and their patients, who we believe have been largely neglected by the orthopedic industry. We currently serve three of the largest categories in this market. We estimate that the portion of this market that we currently serve represents a $3.3 billion opportunity globally, including over $1.5 billion in the United States.

We sell implants and instruments to our customers for use by pediatric orthopedic surgeons to treat orthopedic conditions in children. We provide our implants in sets that consist of a range of implant sizes and include the instruments necessary to perform the surgical procedure. In the United States and a few selected international markets, our customers typically expect us to have full sets of implants and instruments on site at each hospital but do not purchase the implants until they are used in surgery. Accordingly, we must make an up-front investment in inventory of consigned implants and instruments before we can generate revenue from a particular hospital and we maintain substantial levels of inventory at any given time. In the international markets where we sell to stocking distributors, we transfer control of our products to the distributor when title passes upon shipment.

We currently market 35 surgical systems that serve three of the largest categories within the pediatric orthopedic market: (i) trauma and deformity correction, (ii) scoliosis and (iii) sports medicine. We rely on a broad network of third parties to manufacture the components of our products, which we then inspect and package. We believe our innovative products promote improved surgical accuracy, increase consistency of outcomes and enhance surgeon confidence in achieving high standards of care. In the future, we expect to expand our product offering within these categories, as well as to address additional categories of the pediatric orthopedic market.

The majority of our revenue has been generated in the United States, where we sell our products through a network of 36 independent sales agencies employing 171 sales representatives specifically focused on
73

pediatrics. These independent sales agents are trained by us, distribute our products and are compensated through sales-based commissions and performance bonuses. We do not sell our products through or participate in physician-owned distributorships, or PODs.

On June 4, 2019, we purchased all the issued and outstanding shares of stock of Vilex in Tennessee, Inc. ("Vilex") and all the issued and outstanding units of membership interests in Orthex, LLC ("Orthex") for $60.2 million in total consideration, net of working capital adjustments. Vilex and Orthex are primarily manufacturers of foot and ankle surgical implants, including cannulated screws, fusion devices, surgical staples and bone plates, as well as Orthex Hexapod technology which is used to treat pediatrics congenital deformities and limb length discrepancies.

On December 31, 2019, we divested substantially all of the assets relating to Vilex's adult product offerings to a wholly-owned subsidiary of Squadron Capital LLC ("Squadron") in exchange for a $25.0 million reduction in a Term Note owed to Squadron in connection with the initial acquisition. As part of the sale, we also executed an exclusive license arrangement with Squadron providing for perpetual access to certain intellectual property and a mutual distribution agreement.

On March 9, 2020, we purchased all the issued and outstanding membership interest of Telos Partners, LLC ("Telos") for $3.3 million in total consideration. Telos is a boutique regulatory consulting firm formed in Colorado.

On April 1, 2020, we purchased all the issued and outstanding membership interest of ApiFix, Ltd. ("ApiFix") for (a) $2.0 million in cash, and (b) 934,783 shares of the Company's common stock, $0.00025 par value per share, representing approximately $35.0 million (based on a closing share price of $37.63 on April 1, 2020. ApiFix, a corporation organized under the laws of Israel, has developed a minimally invasive deformity correction system for patients with adolescent idiopathic scoliosis ("ApiFix System"). In addition, we have also agreed to pay as part of the purchase price the following anniversary payments, subject to certain limitations and adjustments: (i) approximately $13.0 million on the second anniversary of the closing date, provided that such payment will be paid earlier if 150 clinical procedures using the ApiFix System are completed in the United States before such anniversary date, (ii) $8.0 million on the third anniversary of the closing date; and (iii) $9.0 million on the fourth anniversary of the closing date. In addition, to the extent that the product of our revenues from the ApiFix System for the twelve months ended June 30, 2024 multiplied by 2.25 exceeds the anniversary payments actually made for the third and fourth years, we have agreed to pay the selling shareholders a system sales payment in the amount of such excess. The anniversary payments and system sales payment may each be made in cash or cash and common stock.

On June 10, 2020, we purchased certain intellectual property assets from Band-Lok, LLC, a North Carolina limited liability company ("Band-Lok"), related to its Tether Clamp and Implantation System ("Tether Clamp System") for approximately $3.4 million in total consideration. We use the Tether Clamp System in connection with our Bandloc 5.5/6.0 System. We were previously the sole licensee of the purchased assets under a license agreement with Band-Lok.

We market and sell our products internationally in 44 countries through independent stocking distributors and sales agencies. Our independent stocking distributors manage the billing relationship with each hospital in their respective territories and are responsible for servicing the product needs of their surgeon customers. In 2017, we began to supplement our international stocking distributors with sales agencies using direct sales programs in the United Kingdom, Ireland, Australia and New Zealand where we sell directly to the hospitals. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe. In these markets, we work through sales agencies that are paid a commission, similar to our U.S. sales model. These arrangements have generated an increase in revenue and gross margin. For the years ended December 31, 2020, 2019 and 2018, international sales accounted for approximately 11%, 24% and 24% of our revenue, respectively.

We believe there are significant opportunities for us to strengthen our position in U.S. and international markets by increasing investments in consigned implant and instrument sets, strengthening our global sales and distribution infrastructure and expanding our product offering.

We have grown our revenue from approximately $10.2 million for the year ended December 31, 2011 to $71.1 million for the year ended December 31, 2020. The average annual growth rate for the Company exceeded 20% from 2009 through 2019, partially obtained through strategic acquisitions. For the years ended December 31,
74

2020, 2019 and 2018, our revenue was $71.1 million, $72.6 million and $57.6 million, respectively, and our net loss was $32.9 million, $13.7 million and $12.0 million, respectively. Our net loss for the year ended December 31, 2018 included $2.0 million of non-cash accelerated vesting of restricted stock compensation expense related to our October 2017 IPO.

Impact of COVID-19 on our Business

A novel strain of the coronavirus disease ("COVID-19") was first identified in Wuhan, China in December 2019, and the related outbreak was subsequently declared a pandemic by the World Health Organization and a national emergency by the President of the United States. As a result of the pandemic, we have experienced significant business disruption. For example, in order to meet the demand for COVID-19-related hospitalizations, various governments, governmental agencies and hospital administrators required certain hospitals to postpone some elective procedures. As a majority of our products are utilized in elective surgeries or procedures, the deferrals of such surgeries and procedures have had, and may continue to have, a significant negative impact on our business and results of operations. We encourage the readers of this document to read our risk factors in its entirety contained in Item 1A “Risk Factors” where there is additional information regarding the COVID-19 pandemic.

Despite the impact COVID-19 has had on our business, we continued to invest in research and development, invest in our people, and take steps to position ourselves for long-term success. During 2020, we raised additional capital to solidify our financial foundation. We continued to train and educate our sales team and our surgeons on our products. During 2020, we continued to focus on developing innovative solutions, acquired multiple enabling technologies and continued to deploy additional consigned instrument and implant sets in furtherance of our strategy.

Health and Safety

From the earliest signs of the outbreak, we have taken proactive, aggressive action to protect the health and safety of our employees, customers, partners and suppliers. We enacted rigorous safety measures in all applicable locations, including implementing social distancing protocols, requiring working from home for those employees that do not need to be physically present on the warehouse floor, suspending travel, extensively and frequently disinfecting our workspaces and providing masks to those employees who must be physically present. We will continue to utilize some or all of these measures until we determine that the COVID-19 pandemic is adequately contained for purposes of our business. We may also take further actions as government authorities require or recommend or as we determine to be in the best interests of our employees, customers, partners and suppliers.

Supply

We have not yet experienced any significant impacts or interruptions to our supply chain as a result of the COVID-19 pandemic. To mitigate the risk of any potential supply interruptions from the COVID-19 pandemic, we chose to increase certain inventory levels during the year. We may decide to take similar actions going forward. Additionally, restrictions or disruptions of transportation, such as reduced availability of air transport, port closures and increased border controls or closures, have resulted in higher costs and delays.

Demand

The outbreak has significantly increased economic and demand uncertainty. We anticipate that the current outbreak or continued spread of COVID-19, and the actions taken by governmental authorities and other third parties to contain the virus, may cause a global economic slowdown, and it is possible that it could cause a global recession. In the event of a recession, demand for our products would decline and our business would be adversely effected. During 2020, we have experienced a reduction in revenue as a result of global delays in elective surgeries.

Liquidity

Although there is uncertainty related to the anticipated impact of the recent COVID-19 outbreak on our future results, we believe our business model, our current cash reserves and the recent steps we have taken to strengthen our balance sheet, including our June 2020 and December 2019 equity offerings, leave us well-positioned to manage our business through this crisis as it continues to unfold. We believe our existing balances
75

of cash and our currently anticipated operating cash flows will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months.

We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of COVID-19 on our financial condition, results of operations or cash flows in the future.

Components of our Results of Operations

Revenue

Revenue in the United States is generated primarily from the sale of our implants and, to a much lesser extent, from the sale of our instruments. Sales in the United States are primarily to hospital accounts through independent sales agencies. We recognize revenue when our performance obligations under the terms of a contract with our customer are satisfied. This typically occurs when we transfer control of our products to the customer, generally upon implantation or when title passes upon shipment. The products are generally consigned to our independent sales agencies, and revenue is recognized when the products are used by or shipped to the hospital for surgeries on a case by case basis. On rare occasions, hospitals purchase products for their own inventory, and revenue is recognized when the hospital obtains control of the product, typically either upon shipment or delivery of the product dependent on the terms of the contract. Pricing for each customer is dictated by a unique pricing agreement.

Outside of the United States, we sell our products directly to hospitals through independent sales agencies or to independent stocking distributors. Generally, the distributors are allowed to return products, and some are thinly capitalized. Based on our history of collections and returns from international customers, prior to 2019, we concluded that collectibility was not reasonably assured at the time of delivery for certain customers who had not evidenced a consistent pattern of timely payment. Accordingly, in the past we did not recognize international revenue and associated cost of revenue at the time title transfers for these customers for whom collectibility had not been deemed probable based on the customer’s history and ability to pay, but rather when cash had been received. Until such payment, cost of revenue was recorded as inventories held by international distributors, net of adjustment for estimated unreturnable inventory, on our consolidated balance sheets.
Following a review of our collection history, we deemed collectibility was probable for all international stocking distributors effective January 1, 2019. Based on a history of reliable collections, we have concluded that a contract exists and revenue should be recognized when we transfer control of our products to the customer, generally when title passes upon shipment. Additionally, based on our history of immaterial returns from international customers, we have historically estimated no reserve for returns.
In early 2017, we expanded operations and established legal entities in the United Kingdom, Australia and New Zealand permitting us to sell under an agency model direct to local hospitals in these countries. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe.The products are generally consigned to our independent sales agencies, and revenue is recognized when the products are used by or shipped to the hospital for surgeries on a case by case basis. On rare occasions, hospitals purchase products for their own inventory, and revenue is recognized when the hospital obtains control of the product, typically either upon shipment or delivery of the product dependent on the terms of the contract. Pricing for each customer is dictated by a unique pricing agreement.

Cost of Revenue and Gross Profit

Our cost of revenue consists primarily of products purchased from third-party suppliers, inbound freight, excess and obsolete inventory adjustments and royalties. Our implants and instruments are manufactured to our specifications by third-party suppliers. The majority of our implants and instruments are produced in the United States. We recognize cost of revenue for consigned implants at the time the implant is used in surgery and the related revenue is recognized. Prior to their use in surgery, the cost of consigned implants is recorded as inventory in our balance sheet. The costs of instruments are typically capitalized and not included in cost of revenue unless sold as a set to our international stocking distributors or directly to hospitals. We expect our cost
76

of revenue to increase in absolute dollars due primarily to increased sales volume and changes in the geographic mix of our sales as our international operations tend to have a higher cost of revenue as a percentage of sales.

Our gross profit is calculated by subtracting our cost of revenue from revenue and is expected to increase in absolute dollars due primarily to increased sales volume and sales mix to customers based in the United States. Our gross profit as a percentage of total revenue, or gross margin, was similar across all periods presented. Our gross margin is impacted by the mix of revenue between the United States, where we earn a higher gross margin that is required to pay sales commissions, and international, where we earn a lower gross margin because the distributor is responsible for paying sales commissions.

Sales and Marketing Expenses

Our sales and marketing expenses primarily consist of commissions to our domestic and international independent sales agencies, as well as compensation, commissions, benefits and other related personnel costs. Commissions and bonuses are generally based on a percentage of sales. Our international independent stocking distributors purchase implant and instrument sets and replenishment stock for resale, and we do not pay commissions or any other sales-related costs for these international sales. We expect our sales and marketing expenses to continue to increase in absolute dollars with the commercialization of our current and pipeline products and continued investment in our global sales organization to reach new customers.

General and Administrative Expenses

Our general and administrative expenses primarily consist of compensation, benefits and other related costs for personnel employed in our executive management, administration, finance, legal, quality and regulatory, product management, warehousing, information technology and human resources departments, including stock-based compensation for all personnel, as well as facility costs. We include insurance expenses in general and administrative expenses, as well as costs related to the maintenance and protection of our intellectual property portfolio. Our general and administrative expenses also include the depreciation of our capitalized instrument sets, which represented $3.8 million, $3.4 million and $2.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. We expect our general and administrative expenses to continue to increase in absolute dollars as we hire additional personnel to support the growth of our business as well as increased set deployment. We expect the growth rate of our general and administrative expenses will be lower than the growth rate of our revenue.

Legal Settlement Expenses

The Company is involved in various legal proceedings. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. For the year ended December 31, 2020, the Company accrued $6.3 million as a result of the current legal settlement negotiations. As additional information becomes available, management will reassess the pending claims and litigation and may revise its previously accrued estimate. See Note 17 for additional details regarding current legal proceedings.

Public Offering Costs

On December 11, 2018, we completed a follow-on offering and incurred $0.4 million of costs primarily consisting of legal, accounting and other direct fees and costs. These costs were recorded and then reclassified to stockholders' equity. During the first four months of 2018, we also recorded an additional $2.0 million non-cash restricted stock expense related to the accelerated vesting associated with our IPO.

On December 13, 2019, we completed another offering of shares of common stock. Offering expenses of $0.2 million, primarily consisting of legal, accounting and other direct fees and costs related to the offering were recorded in stockholders' equity at the conclusion of our offering.

On June 22, 2020, we completed another offering of shares of common stock. Offering expenses of $0.5 million, primarily consisting of legal, accounting and other direct fees and costs related to the offering were recorded in stockholders' equity at the conclusion of our offering.


77

Research and Development Expenses

Our research and development expenses primarily consist of costs associated with engineering, product development, consulting services, outside prototyping services, outside research activities, materials and development of our intellectual property portfolio. We also include related personnel and consultants’ compensation expense. We expect research and development expenses to continue to increase both in absolute dollars and as a percentage of revenue as we continue to develop new products to expand our product offering, broaden our intellectual property portfolio and add research and development personnel.

Other Expenses

Our other expenses primarily consist of fair value adjustments of contingent consideration, accreted interest expense related to the acquisition installment payables and borrowing costs and expenses related to long-term debt.

Results of Operations

Comparison of the Years Ended December 31, 2020 and 2019

The following table sets forth our results of operations for the years ended December 31, 2020 and 2019:
(in thousands, except percentages)20202019
Increase
(Decrease)
% Increase
(Decrease)
Net revenue$71,078 $72,552 $(1,474)(2)%
Cost of revenue16,047 17,933 (1,886)(11)%
Sales and marketing expenses31,854 31,284 570 2 %
General and administrative expenses38,317 26,664 11,653 44 %
Legal settlement expenses6,342 — 6,342 100 %
Research and development expenses5,273 5,748 (475)(8)%
Other expenses6,912 3,608 3,304 92 %
Provision for income taxes (benefit)(723)— (723)(100)%
Net loss from continuing operations(32,944)(12,685)$(20,259)159.7 %
Net loss from discontinued operations— (1,046)1,046 (100)%
Net loss$(32,944)$(13,731)$(19,213)140 %

Revenue

The following tables set forth our revenue by geography and product category for the years ended December 31, 2020 and 2019:
 Revenue by Geography
Year Ended December 31,
(in thousands, except percentages)2020% of revenue2019% of revenue
U.S.$62,966 89%$55,055 76%
International8,112 11%17,497 24%
Total$71,078 100%$72,552 100%

 Revenue by Product Category
Year Ended December 31,
(in thousands, except percentages)2020% of revenue2019% of revenue
Trauma and deformity$47,677 67%$49,371 68%
Scoliosis20,738 29%21,485 30%
Sports medicine/other2,663 4%1,696 2%
Total$71,078 100%$72,552 100%

78

Net revenue decreased $1.5 million, or 2%, from $72.6 million for the year ended December 31, 2019 to $71.1 million for the year ended December 31, 2020. In December 2020, the Company recorded a $2.7 million revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Global suspension of elective surgeries as a result of the COVID-19 pandemic adversely affected revenue. The domestic markets were primarily impacted during the second quarter and saw trends towards normalization for the balance of the year. International markets were impacted more severely and remained at less than historical levels throughout the year.

Trauma and deformity sales decreased $1.7 million, or 3%, primarily driven by fewer elective deformity correction surgeries caused by the pandemic and specifically by decreased sales of our PediPlates system and PediNail system. In December 2020, the Company recorded a $2.7 million revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Scoliosis systems decreased $0.7 million, or 3%, primarily driven by lower sales of our RESPONSE system and BandLoc system. Sports medicine / other increased $1.0 million, or 57% due to the acquisition of Telos. Nearly all the change in each category was due to a change in the unit volume sold and not a result of price changes.

Cost of Revenue and Gross Margin

Cost of revenue was $16.0 million and $17.9 million for the years ended December 31, 2020 and 2019, respectively. Gross margin was 77% for the year ended December 31, 2020 and 75% for the year ended December 31, 2019. The increase in gross margin was primarily driven by the converted sales agents in our international markets and lower international stocking distributor orders driven by the impact of the COVID-19 pandemic on our geographical sales mix.

Sales and Marketing Expenses

Sales and marketing expenses increased $0.6 million, or 1.8%, from $31.3 million for the year ended December 31, 2019 to $31.9 million for the year ended December 31, 2020. The increase was due primarily to increased sales commission expenses, driven by the converted sales agents in our international markets.

General and Administrative Expenses

General and administrative expenses increased $11.7 million, or 44%, from $26.7 million for the year ended December 31, 2019 to $38.3 million for the year ended December 31, 2020. The increase was due primarily to the addition of personnel and resources to support the continued expansion of our business, an increase in stock-based compensation expense of $3.6 million driven by a third year of restricted stock grants in a three year vesting cycle and one-time stock grants of $1.5 million related to executive management transitions, increase in legal expenses of $2.3 million related to our ongoing litigation and acquisitions, and increased general and administrative expenses associated with the acquisitions of ApiFix and Telos. Depreciation and amortization expenses increased $3.4 million, or 74%, from $4.6 million for the year ended December 31, 2019 to $8.0 million for the year ended December 31, 2020. The increase was primarily due to the amortization on intangible assets acquired through the Orthex, Telos and ApiFix acquisitions and the purchase of the Band-Lok intellectual property and increased investments in consigned surgical instrument sets.

Research and Development Expenses

Research and development expenses decreased $0.4 million, or 8%, from $5.7 million for the year ended December 31, 2019 to $5.3 million for the year ended December 31, 2020. The decrease was driven by a reduced investment in research and development project expenses as a result of the sales decline related to the COVID-19 pandemic.

Total Other Expenses

Total other expenses increased $3.3 million, or 92%, from $3.6 million for the year ended December 31, 2018 to $6.9 million for the year ended December 31, 2020. The increase in other expense is due to the fair value adjustment of $3.5 million related to the ApiFix contingent consideration payment.

79

Comparison of the Years Ended December 31, 2019 and 2018

The following table sets for the our results of operations for the years ended December 31, 2019 and 2018:
(in thousands, except percentages)20192018
Increase
(Decrease)
% Increase
(Decrease)
Net revenue$72,552 $57,559 $14,993 26 %
Cost of revenue17,933 14,879 3,054 21 %
Sales and marketing expenses31,284 26,563 4,721 18 %
General and administrative expenses26,664 20,938 5,726 27 %
Research and development expenses5,748 4,732 1,016 21 %
Other expenses3,608 2,472 1,136 46 %
Net loss from continuing operations(12,685)(12,025)$(660)5.5 %
Net loss from discontinued operations(1,046)— (1,046)(100)%
Net loss$(13,731)$(12,025)$(1,706)14 %

Revenue

The following tables set forth our revenue by geography and product category for the years ended December 31, 2019 and 2018:
 Revenue by Geography
Year Ended December 31,
(in thousands, except percentages)2019% of revenue2018% of revenue
U.S.$55,055 76%$43,461 76%
International17,497 24%14,098 24%
Total$72,552 100%$57,559 100%

 Revenue by Product Category
Year Ended December 31,
(in thousands, except percentages)2019% of revenue2018% of revenue
Trauma and deformity$49,371 68%$39,695 69%
Scoliosis21,485 30%16,662 29%
Sports medicine/other1,696 2%1,202 2%
Total$72,552 100%$57,559 100%

Revenue increased $15.0 million, or 26%, from $57.6 million for the year ended December 31, 2018 to $72.6 million for the year ended December 31, 2019. The increase was due primarily to trauma and deformity sales growth of $9.7 million, or 24%, primarily driven by sales of our Pediatric Nailing Platform | Femur, PediPlate, and Orthex hexapod system, and scoliosis sales growth of $4.8 million, or 29%, primarily driven by sales of our RESPONSETM and other licensed products. Nearly all of the increase in each of the trauma and deformity and scoliosis categories was due to the increase in unit volume sold and not a result of price changes.

Cost of Revenue and Gross Margin

Cost of revenue was $17.9 million and $14.9 million for the years ended December 31, 2019 and 2018, respectively. Gross margin was 75% for the year ended December 31, 2019 and 74% for the year ended December 31, 2018. The increase in gross margin was due primarily to a decrease in cost of goods sold related to the addition of sales agents in our international markets along with increase sales.

Sales and Marketing Expenses

Sales and marketing expenses increased $4.7 million, or 18%, from $26.6 million for the year ended December 31, 2018 to $31.3 million for the year ended December 31, 2019. The increase was due primarily to increased sales commission expenses, driven by the increase in unit volume sold, and marketing expenses.


80

General and Administrative Expenses

General and administrative expenses increased $5.7 million, or 27%, from $20.9 million for the year ended December 31, 2018 to $26.7 million for the year ended December 31, 2019. The increase was due primarily to the addition of personnel and resources to support the growth of our business as well as increased quality and regulatory resources and consultants to comply with new FDA and EU regulatory requirements. Depreciation and amortization expenses increased $1.7 million, or 59%, from $2.9 million for the year ended December 31, 2018 to $4.6 million for the year ended December 31, 2019. The increase was primarily due to prior increased investments in consigned surgical instrument sets and amortization on intangible licenses. We also purchased $13.2 million in amortizable intangibles associated with the acquisition of Orthex on June 4, 2019, which increased amortization expense in the current year.

Research and Development Expenses

Research and development expenses increased $1.0 million, or 21%, from $4.7 million for the year ended December 31, 2018 to $5.7 million for the year ended December 31, 2019. The increase was due to the addition of personnel to support our product pipeline and the growth of our business.

Other Expenses

Other expenses were $3.6 million for each of the years ended December 31, 2019 and 2018, respectively. The expense in both of these periods consisted primarily of interest expense on long-term debt.

Liquidity and Capital Resources

We have incurred operating losses since inception and negative cash flows from operating activities of $18.4 million, $17.8 million and $15.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, we had an accumulated deficit of $161.8 million. We anticipate that our losses will continue in the near term as we continue to expand our product portfolio and invest in additional consigned implant and instrument sets to support our expansion into existing and new markets. Since inception, we have funded our operations primarily with proceeds from the sales of our common and preferred stock, convertible securities and debt, as well as through sales of our products. As of December 31, 2020 we had cash, cash equivalents and restricted cash of $30.1 million and short-term investments of $55.1 million.

We believe our existing cash and cash equivalents, amounts available under the Loan Agreement, cash receipts from sales of our products and net proceeds from our December 2018, December 2019 and June 2020 follow-on offerings will be sufficient to meet our anticipated cash requirements for at least the next 12 months. Nonetheless, from time to time, we may seek additional financing sources to meet our working capital requirements, make continued research and development investments and make capital expenditures needed for us to maintain and grow our business. We may not be able to obtain additional financing on terms favorable to us, if at all. It is also possible that we may allocate significant amounts of capital toward products or technologies for which market demand is lower than anticipated and, as a result, abandon such efforts. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, or if we expend capital on products or technologies that are unsuccessful, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, or we may have to scale back our operations. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

Cash Flows

The following table sets forth our cash flows from operating, investing and financing activities for the periods indicated:
81

Year Ended December 31,
(in thousands)202020192018
Net cash used in operating activities$(18,442)$(17,769)$(15,583)
Net cash used in investing activities(69,834)(61,922)(5,965)
Net cash provided by financing activities46,732 91,019 39,657 
Effect of exchange rate changes on cash(351)8 — 
Net increase in cash and restricted cash$(41,895)$11,336 $18,109 

Cash Used in Operating Activities

Net cash used in operating activities was $18.4 million, $17.8 million and $15.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. The primary use of this cash was to fund our operations related to the development and commercialization of our products in each of these years. Net cash used for working capital was $(5.0) million, $(11.4) million and $(9.6) million for the years ended December 31, 2020, 2019 and 2018, respectively. During 2020, we increased inventory by $12.1 million as we deployed additional inventory, including $1.6 million due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency, and accounts receivable increased by $0.5 million. These uses of cash for working capital were offset by our legal settlement accrual of $6.3 million and an increase in accounts payable of $3.1 million as we purchased inventory on account for deployment into the field. During 2019, we increased inventory by $9.8 million as we deployed additional inventory and accounts receivable increased by $5.8 million as our sales increased. During 2018, we increased inventory by $4.8 million as we deployed additional inventory following our IPO and accounts receivable increased by $3.8 million as our sales increased. We had a net loss of $32.9 million, $13.7 million and $12.0 million for the years ended December 31, 2020, 2019 and 2018, respectively, which drove a difference in the use of operating cash between the periods. Our net loss for the year ended December 31, 2018 included a $2.0 million non-cash expense associated with the accelerated vesting of our restricted stock related to our IPO.

Cash Used in Investing Activities

Net cash used in investing activities was $69.8 million, $61.9 million and $6.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. Net cash used in investing activities in 2020 consisted primarily of the purchase of short-term investments of $55.0 million, the acquisition of Telos of $1.7 million, net of cash received, the acquisition of ApiFix of $1.7 million, net of cash received, the acquisition of the Band-Lok intellectual property of $0.8 million and the purchases of property plant and equipment, primarily instruments sets which were consigned in the United States and select international markets, of $10.5 million. Net cash used in investing activities in 2019 consisted primarily of the acquisition of Vilex and Orthex of $49.8 million, net of cash received, and the purchases of property plant and equipment, primarily instrument sets, of $11.8 million. Net cash used in investing activities in 2018 consisted primarily of the purchases of instrument sets of $5.3 million.

Cash Provided By Financing Activities

Net cash provided by financing activities was $46.7 million, $91.0 million and $39.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. Net cash provided by financing activities in 2020 consisted primarily of the proceeds from the issuance of common stock of $70.2 million, net of issuance costs and $1.6 million from the exercise of stock options, offset by the payment of $25.0 million of the revolving credit facility and term loan with Squadron. Net cash provided by financing activities in 2019 consisted primarily of proceeds from the issuance of common stock, net of issuance costs, of $60.0 million and $1.1 million related to proceeds from the exercise of stock options. We also had $30.0 million of proceeds from Term Loan B in 2019. Net cash provided by financing activities in 2018 consisted primarily of proceeds from the issuance of common stock, net of issuance costs, of $43.4 million offset by a $4.0 million payment on our revolving credit facility.


Indebtedness

Loan Agreement

On December 31, 2017, we entered into a Fourth Amended and Restated Loan and Security Agreement, or the Loan Agreement, with Squadron Capital LLC, or Squadron, the Company's largest investor. Under the terms of the Loan Agreement, Squadron provided us a term loan in the principal amount of $20.0 million, represented by a
82

Term Note A, and a revolving loan in an aggregate principal amount to not exceed $15.0 million, represented by a Revolving Note. Interest on the Term Note A and Revolving Note accrued at the greater of (a) three month LIBOR plus 8.61% and (b) 10.0%.

In order to finance a portion of the cash consideration for the acquisition of the Vilex Companies, the Company entered into a First Amendment, or the First Amendment, to the Loan Agreement (as so amended, the "First Amended Loan Agreement"), with Squadron. The First Amended Loan Agreement provided for a new $30.0 million term loan facility, represented by a Term Note B, in addition to the existing $20.0 million Term Note A and $15.0 million revolving credit facility. Similar to the other facilities under the First Amended Loan Agreement, the Term Note B was subject to interest only payments at an interest rate equal to the greater of (a) three month LIBOR plus 8.61%, and (b) 10.00%. The Term Note B, which would have matured no later than May 31, 2020, was paid in full on December 31, 2019 using $25.0 million received in exchange for the divestiture of the adult product offerings of Vilex and the related Orthex license agreement, and $5.0 million from the available Squadron revolving credit facility. On January 4, 2020, the Company repaid $5.0 million on the revolving credit facility with Squadron. On July 15, 2020, the Company repaid the $20.0 million principal amount outstanding under the Term Note A, together with all unpaid interest and other related amounts payable.

On August 4, 2020, the Company entered into a Second Amendment (the “Second Amendment”) to its First Amended Loan Agreement with Squadron (as so further amended, the “Second Amended Loan Agreement”). Pursuant to the Second Amendment, the First Amended Loan Agreement’s revolving credit commitment was increased from the previously established $15 million to $25 million and the maturity date was extended from January 31, 2023 to January 1, 2024. The Company has agreed to pay Squadron an unused commitment fee in an amount equal to the per annum rate of 0.50% (computed on the basis of a year of 360 days and the actual number of days elapsed) times the daily unused portion of the revolving credit commitment. The unused commitment fee is payable quarterly in arrears.

Borrowings under the revolving credit facility will be made under a First Amended and Restated Revolving Note, dated August 4, 2020 (the “Amended Revolving Note”), payable, jointly and severally, by the Company and each of its subsidiaries party thereto. The Amended Revolving Note will mature at the earlier of: (i) the date on which any person or persons acquire (x) capital stock of the Company possessing the voting power to elect a majority of the Company’s Board of Directors (whether by merger, consolidation, reorganization, combination, sale or transfer), or (y) all or substantially all of the Company’s assets, determined on a consolidated basis; and (ii) January 1, 2024. The Second Amended Loan Agreement continues to provide for interest only payments, which are payable monthly, with interest rates equal to the greater of (a) three month LIBOR plus 8.61%, and (b) 10.00%. Following such repayment, there are no outstanding term loan obligations under the Second Amended Loan Agreement.

Borrowings under the Second Amended Loan Agreement are secured by substantially all of the Company's assets and are unconditionally guaranteed by each of its subsidiaries with the exception of Vilex. There are no traditional financial covenants associated with the Second Amended Loan Agreement. However, there are negative covenants that prohibit us from, among other things, transferring any of our material assets, merging with or acquiring another entity, entering into a transaction that would result in a change of control, incurring additional indebtedness, creating any lien on our property, making investments in third parties and redeeming stock or paying dividends, in each case subject to certain exceptions as further detailed in the Second Amended Loan Agreement.

The Second Amended Loan Agreement includes events of default, the occurrence and continuation of any of which provides Squadron with the right to exercise remedies against us and the collateral securing the loans, including cash. These events of default include, among other things, the failure to pay amounts due under the credit facilities, insolvency, the occurrence of a material adverse event, which includes a material adverse change in our business, operations or properties (financial or otherwise) or a material impairment of the prospect of repayment of any portion of the obligations, the occurrence of any default under certain other indebtedness and a final judgment against us in an amount greater than $250 thousand. The occurrence of a material adverse change could result in the acceleration of payment of the debt.

Mortgage Note

In August 2013, pursuant to the purchase of our office and warehouse space, we entered into a mortgage note payable to Tawani Enterprises Inc., the owner of which is a member of Squadron’s management committee. Pursuant to the terms of the mortgage note, we pay Tawani Enterprises Inc. monthly principal and interest
83

installments of $15,543, with interest compounded at 5% until maturity in August 2028, at which time a final payment of remaining principal and interest will become due. The mortgage is secured by the related real estate and building. The mortgage balance was $1.2 million and $1.3 million as of December 31, 2020 and 2019, respectively.

Pediatric Orthopedic Business Seasonality

Our revenue is typically higher in the summer months and holiday periods, driven by higher sales of our trauma and deformity and scoliosis products, which is influenced by the higher incidence of pediatric surgeries during these periods due to recovery time provided by breaks in the school year. Additionally, our scoliosis patients tend to have additional health challenges that make scheduling their procedures variable in nature.

Critical Accounting Policies and Significant Judgments and Estimates

This management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue and expenses during the reporting periods. We monitor and analyze these items for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ materially from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in the notes to our consolidated financial statements appearing elsewhere in this annual report, we believe the following accounting policies are most critical to understanding and evaluating our reported financial results and require significant or complex judgment and estimates on the part of management.

Revenue Recognition

In the United States and in ten international markets, we primarily sell our implants, and to a much lesser extent our instruments, through third-party independent sales agencies to medical facilities and hospitals. For such sales, revenue and associated cost of revenue is recognized when a product is used in a procedure. In a few cases, hospitals purchase our products for their own inventory, and such revenue and associated cost of revenue is recognized when a product is shipped or delivered and the title and risk of loss passes to the customer.

Outside of the United States, we sell our products directly to hospitals through independent sales agencies or to independent stocking distributors. Generally, the distributors are allowed to return products, and some are thinly capitalized. Based on our history of collections and returns from international customers, prior to 2019, we concluded that collectibility was not reasonably assured at the time of delivery for certain customers who had not evidenced a consistent pattern of timely payment. Accordingly, in the past we did not recognize international revenue and associated cost of revenue at the time title transfers for these customers for whom collectibility had not been deemed probable based on the customer’s history and ability to pay, but rather when cash had been received. Until such payment, cost of revenue was recorded as inventories held by international distributors, net of adjustment for estimated unreturnable inventory, on our consolidated balance sheets.
Following a review of our collection history, we deemed collectibility was probable for all international stocking distributors effective January 1, 2019. Based on a history of reliable collections, we have concluded that a contract exists and revenue should be recognized when we transfer control of our products to the customer, generally when title passes upon shipment. Additionally, based on our history of immaterial returns from international customers, we have historically estimated no reserve for returns.
Inventory Valuation
Inventory is stated at the lower of cost or net realizable value, with cost determined using the first-in-first-out method. Inventory, which consists of implants and instruments included in deployed sets in the field or held in our warehouse, is considered finished goods and is purchased from third parties.

84

We evaluate the carrying value of our inventory in relation to the estimated forecast of product demand, which takes into consideration the life cycle of the products. A significant decrease in demand could result in an increase in the amount of excess inventory on hand, which could lead to additional charges for excess and obsolete inventory.

The need to maintain substantial levels of inventory impacts our estimates for excess and obsolete inventory. Each of our systems are designed to include implantable products that come in different sizes and shapes to accommodate the surgeon’s needs. Typically, a small number of the set components are used in each surgical procedure. Certain components within each set may become obsolete before other components based on the usage patterns. We adjust inventory values to reflect these usage patterns and life cycle.

In addition, we continue to introduce new products, which we believe will increase our revenue. As a result, we may be required to take additional charges for excess and obsolete inventory in the future.

Goodwill and Other Intangible Assets

Our goodwill represents the excess of the cost over the fair value of net assets acquired. The determination of the value of goodwill and intangible assets arising from acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstances warrant such a review. The goodwill is considered to be impaired if we determine that the carrying value of our one reporting unit exceeds its respective fair value.

We have indefinite lived tradename assets that are reviewed for impairment by performing a quantitative analysis, which occurs annually in the fourth quarter or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net discounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets.

Stock-based Compensation

We recognize compensation costs related to restricted stock granted to employees based on the estimated fair value of the awards on the date of the grant amortized over the restriction period. Forfeitures are recorded upon forfeiture date.

Historically, for all periods prior to our IPO, the fair values of the shares of common stock underlying our restricted stock and stock option awards were estimated on each grant date by management and approved by the board of directors. In order to determine the fair value of our common stock underlying such grants, we consider multiple inputs to value our common stock, including the value of equity, enterprise value and key price points in our capital structure. Given the absence of a public trading market for our common stock at that time, we exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of our common stock, including the preferences and dividends of our redeemable convertible preferred stock relative to those of our common stock; our operating results and financial conditions, including our level of available capital resources; equity market conditions affecting comparable public companies; general U.S. market conditions and the lack of marketability of our common stock.

In valuing our common stock, we used the market approach, which is based on the assumption that the value of an asset is equal to the value of a substitute asset with the same characteristics. In using the market approach, we have considered both the guideline public company method and the precedent transaction method. We allocated the enterprise value across our classes of capital stock to determine the fair value of our common stock at each valuation date. After the equity value was allocated to the share classes, we applied a discount for lack of marketability to our common shares because we were valuing a minority interest in our company as a closely held, non-public company with no liquid market for its shares. We also considered the various rights and privileges of our redeemable convertible preferred stock relative to our common stock, including anti-dilution protection, cumulative dividend rights, protective provisions in our certificate of incorporation and rights to participate in future rounds of financing.

85

The fair value of each share of underlying common stock for stock-based awards is based on the closing price of our common stock as reported on the date of grant.

We recorded total stock-based compensation expenses of $6.2 million, $2.6 million and $3.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. The increase in stock-based compensation expense is driven by a third year of restricted stock grants in a three year vesting cycle and one-time stock grants of $1.5 million related to executive management transitions. During the first four months of 2018, we recorded an additional $2.0 million non-cash restricted stock expense related to the accelerated vesting of our restricted stock following our IPO. We expect to continue to grant restricted stock and other equity-based awards in the future, and to the extent that we do, our stock-based compensation expenses in future periods may increase.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations as of December 31, 2020:
Payments Due by Period
(in thousands)TotalLess than 1 Year1-3 Years3-5 YearsMore than 5 Years
Total debt$1,175 $131 $433 $328 $283 
Acquisition Installments29,934 12,934 17,000 — — 
Contingent consideration43,445 — 43,445 — — 
Minimum royalty payments60 10 30 20 — 
Lease agreements333 124 209 — — 

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined by applicable regulations of the SEC, that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Net Operating Losses

As of December 31, 2020, we had federal, state and foreign tax net operating loss carryforwards, or NOLs, of approximately $98.9 million, $68.9 million and $16.9 million, respectively, which begin to expire in 2028 unless utilized. The deferred tax assets, except for those recorded in Israel, were fully offset by a valuation allowance as of December 31, 2020 and 2019, and no income tax benefit has been recognized in our consolidated statements of operations.

Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, annual use of our pre-change NOLs may be limited in the post-change period in the event that an ‘‘ownership change’’ occurs, which is generally defined as a cumulative change in equity ownership by ‘‘5% shareholders’’ that exceeds 50 percentage points over a rolling three-year period. We determined that an ownership change occurred on May 30, 2014, resulting in a limitation of approximately $1.1 million per year being imposed on the use of our pre-change NOLs of approximately $49.0 million. An additional Section 382 ownership change was deemed to have occurred following our follow-on offering in December 2018 resulting in a limitation of approximately $9.7 million per year.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our cash and short term investment balances as of December 31, 2020 are related to our investment portfolio which consists largely of debt instruments of high quality corporate issuers. Due to the short-term nature of these investments, we have assessed that there is no material exposure to interest rate risk arising from our investments. Fixed rate investments and borrowings may have their fair market value adversely impacted from changes in interest rates. At December 31, 2020, we do not hold any material asset-backed investment securities and in 2020, we did not realize any losses related to asset-backed investment securities. Based upon our overall interest rate exposure as of December 31, 2020, a change of 10 percent in interest rates, assuming the amount of our investment portfolio and overall economic environment remains constant, would not have a material effect on interest income. The primary objective of our investment activities is to preserve the principal while at the same
86

time maximizing yields without significantly increasing the risk. To achieve this objective, we maintain our portfolio of cash equivalents and investments in instruments that meet high credit quality standards, as specified in our investment policy. None of our investments are held for trading purposes. Our policy also limits the amount of credit exposure to any one issue, issuer and type of instrument. As of December 31, 2020, we only held investments in securities of a short-term nature classified as cash equivalents or short-term investments. During the periods presented, we did not hold any investments that were in a significant unrealized loss position and no impairment charges were recorded. Realized gains and losses and interest income related to short term investments were immaterial during all periods presented.

Our cash balance as of December 31, 2019 consisted of cash held in an operating account that earns nominal interest income. We are exposed to market risk related to fluctuations in interest rates and bond market prices. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. However, because of the nature of our cash holdings, a sudden change in market interest rates would not be expected to have a material impact on our financial condition or results of operation.

Foreign Currency

A substantial portion of our operations are located in the United States, and the majority of our sales since inception have been made in United States dollars. Accordingly, we have assessed that we do not have any material net exposure to foreign currency rate fluctuations. However, as our business in markets outside of the United States continues to increase, we will be exposed to foreign currency exchange risk related to our foreign operations. Fluctuations in the rate of exchange between the United States dollar and foreign currencies, primarily the Pound Sterling, the Euro, Australian Dollar, Canadian Dollar and Israeli Shekel, could adversely affect our financial results, including our revenues, revenue growth rates, gross margins, income and losses as well as assets and liabilities. We do not currently hedge our exposure to foreign currency exchange rate fluctuations, but we may choose to do so in the future. We estimate that an immediate 10% adverse change in foreign exchange rates not currently pegged to the U.S. dollar would have increased our reported net loss by an immaterial amount for the years ended December 31, 2020, 2019 and 2018.
87


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of OrthoPediatrics Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of OrthoPediatrics Corp. and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit) and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter

The Company has significant transactions and relationships with a related party that are described in Note 15 to the consolidated financial statements. Our opinion is not modified with respect to this matter.

/s/ Deloitte & Touche LLP

Indianapolis, Indiana
March 11, 2021

We have served as the Company's auditor since 2015.
88

ORTHOPEDIATRICS CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share information)

As of December 31,
20202019
ASSETS
Current assets:
Cash and cash equivalents $28,758 $70,777 
Restricted cash1,374 1,250 
Short term investments55,141 — 
Accounts receivable - trade, less allowance for doubtful accounts of $433 and $506, respectively
17,212 16,003 
Inventories, net52,989 38,000 
Notes receivable337 564 
Prepaid expenses and other current assets2,618 1,464 
Total current assets158,429 128,058 
Property and equipment, net27,227 21,349 
Other assets:
Amortizable intangible assets, net50,284 14,484 
Goodwill70,511 13,773 
Other intangible assets13,961 4,490 
Total other assets134,756 32,747 
Total assets$320,412 $182,154 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade$10,038 $6,467 
Accrued compensation and benefits4,540 4,349 
Accrued legal settlements6,342 — 
Current portion of long-term debt with affiliate131 124 
Current portion of acquisition installment payable12,233 — 
Other current liabilities1,744 2,723 
Total current liabilities35,028 13,663 
Long-term liabilities:
Long-term debt with affiliate, net of current portion1,044 26,067 
Acquisition installment payable, net of current portion12,784 — 
Contingent consideration30,710 — 
Deferred income taxes5,755 — 
Other long-term liabilities323 63 
Total long-term liabilities50,616 26,130 
Total liabilities85,644 39,793 
Commitments and contingencies (Note 16)
Stockholders' equity:
Common stock, $0.00025 par value; 50,000,000 shares authorized; 19,560,291 shares and 16,723,128 shares issued and outstanding as of December 31, 2020 and December 31, 2019
5 4 
Additional paid-in capital388,622 271,182 
Accumulated deficit(161,766)(128,822)
Accumulated other comprehensive income (loss)7,907 (3)
Total stockholders' equity234,768 142,361 
Total liabilities and stockholders' equity$320,412 $182,154 

See notes to consolidated financial statements.






89

ORTHOPEDIATRICS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share information)
Year Ended December 31,
202020192018
Net revenue$71,078 $72,552 $57,559 
Cost of revenue16,047 17,933 14,879 
Gross profit55,031 54,619 42,680 
Operating expenses:
Sales and marketing31,854 31,284 26,563 
General and administrative38,317 26,664 20,938 
Legal settlement expenses6,342 — — 
Research and development5,273 5,748 4,732 
Total operating expenses81,786 63,696 52,233 
Operating loss(26,755)(9,077)(9,553)
Other expenses:
Interest expense, net3,412 3,538 2,255 
Fair value adjustment of contingent consideration3,520 — — 
Other expense (income)(20)70 217 
Total other expenses6,912 3,608 2,472 
Loss before income taxes(33,667)(12,685)(12,025)
Provision for income taxes (benefit)(723)— — 
Net loss from continuing operations(32,944)(12,685)(12,025)
Net loss from discontinued operations— (1,046)— 
Net loss$(32,944)$(13,731)$(12,025)
Net loss attributable to common stockholders$(32,944)$(13,731)$(12,025)
Weighted average common shares - basic and diluted18,056,828 14,624,194 12,567,387 
Net loss from continuing operations per share attributable to common stockholders - basic and diluted$(1.82)$(0.87)$(0.96)
Net loss from discontinued operations per share attributable to common stockholders - basic and diluted$— $(0.07)$— 
Net loss per share attributable to common stockholders - basic and diluted$(1.82)$(0.94)$(0.96)

See notes to consolidated financial statements.













90

ORTHOPEDIATRICS CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
Year Ended December 31,
202020192018
Net loss$(32,944)$(13,731)$(12,025)
Other comprehensive (loss) income:
Foreign currency translation adjustment7,857 620 (758)
Unrealized gain (loss) on short-term investments53 — — 
Other comprehensive (loss) income, net of tax7,910 620 (758)
Comprehensive loss$(25,034)$(13,111)$(12,783)

See notes to consolidated financial statements.
91

ORTHOPEDIATRICS CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(in thousands, except share information)
Common StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Total Stockholders' Equity (Deficit)
SharesValue
Balance at January 1, 201812,621,781 $2 $150,424 $(103,066)$135 $47,495 
Net loss— — — (12,025)— (12,025)
Restricted stock177,208 1 3,185 — — 3,186 
Stock option exercise14,213 — 410 — — 410 
Issuance of common stock, net of issuance cost1,725,000 1 43,423 — — 43,424 
Other comprehensive income— — — — (758)(758)
Balance at December 31, 201814,538,202 4 197,442 (115,091)(623)81,732 
Net loss— — — (13,731)— (13,731)
Consideration for Vilex and Orthex Acquisition245,352 — 10,000 — — 10,000 
Restricted stock145,153 — 2,603 — — 2,603 
Stock option exercise38,921 — 1,141 — — 1,141 
Issuance of common stock, net of issuance cost1,755,500 — 59,996 — — 59,996 
Other comprehensive income— — — — 620 620 
Balance at December 31, 201916,723,128 4 271,182 (128,822)(3)142,361 
Net loss— — — (32,944)— (32,944)
Restricted stock162,125 — 6,196 — — 6,196 
Stock option exercise53,270 — 1,650 — — 1,650 
Consideration for ApiFix and Telos acquisitions and Band-Lok intellectual property purchase1,025,782 — 39,388 — — 39,388 
Issuance of common stock, net of issuance cost1,595,986 1 70,206 — — 70,207 
Other comprehensive income— — — — 7,910 7,910 
Balance at December 31, 202019,560,291 $5 $388,622 $(161,766)$7,907 $234,768 
See notes to consolidated financial statements.
92

ORTHOPEDIATRICS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
202020192018
OPERATING ACTIVITIES
Net loss$(32,944)$(13,731)$(12,025)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on sale of discontinued operations— 210 — 
Depreciation and amortization8,010 4,671 2,892 
Stock-based compensation6,196 2,603 3,185 
Fair value adjustment of contingent consideration3,520 — — 
Acquisition installment payable2,397 — — 
Deferred income taxes(723)— — 
Changes in certain current assets and liabilities:
Accounts receivable - trade(451)(5,820)(3,801)
Inventories(12,070)(9,767)(4,801)
Prepaid expenses and other current assets(719)(137)(425)
Accounts payable - trade3,071 2,401 (1,524)
Accrued legal settlements6,342 — — 
Accrued expenses and other liabilities(1,074)1,946 947 
Other(85)(1)(31)
Net cash used in operating activities - continuing operations(18,530)(17,625)(15,583)
Net cash used by operating activities - discontinued operations— (144)— 
Net cash used in operating activities(18,530)(17,769)(15,583)
INVESTING ACTIVITIES
Acquisition of Telos, net of cash acquired(1,670)— — 
Acquisition of ApiFix, net of cash acquired(1,723)— — 
Acquisition of Band-Lok intangible assets(796)— — 
Acquisition of Vilex and Orthex, net of cash acquired— (49,836)— 
Purchase of notes receivable— — (502)
Purchases of licenses— (270)(210)
Purchase of short term investments(55,000)— — 
Purchases of property and equipment(10,504)(11,816)(5,253)
Net cash used in investing activities(69,693)(61,922)(5,965)
FINANCING ACTIVITIES
Payments on note with affiliate(25,000)— — 
Proceeds from issuance of debt with affiliate— 30,000 — 
Payment of revolving credit facility with affiliate— — (4,065)
Proceeds from issuance of common stock, net of issuance costs70,207 59,996 43,425 
Proceeds from exercise of stock options1,650 1,141 410 
Payments on mortgage notes(125)(118)(113)
Net cash provided by financing activities46,732 91,019 39,657 
Effect of exchange rate changes on cash(404)8 — 
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH(41,895)11,336 18,109 
Cash and restricted cash, beginning of period72,027 60,691 42,582 
Cash and restricted cash, end of period30,132 72,027 60,691 
93

202020192018
SUPPLEMENTAL DISCLOSURES
Cash paid for interest$1,233 $4,229 $2,255 
Transfer of instruments from property and equipment to inventory$415 $1,037 $362 
Issuance of common share sto acquire Vilex and Orthex$— $10,000 $— 
Issuance of common shares to acquire Telos$1,568 $— $— 
Issuance of common shares to acquire ApiFix$35,176 $— $— 
Issuance of common shares to purchase Band-Lok intellectual property$2,644 $— $— 
Divestiture consideration allocated to assets held for sale (See Note 4)$— $25,000 $— 
Payment of Term Note B with revolving credit facility (See Note 8)$— $5,000 $— 

See notes to consolidated financial statements.

94

ORTHOPEDIATRICS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2020 and 2019 and for the three years in the period ended
December 31, 2020
(dollars in thousands, except per share information)

NOTE 1 – BUSINESS

OrthoPediatrics Corp., a Delaware corporation, is a medical device company committed to designing, developing and marketing anatomically appropriate implants and devices for children with orthopedic conditions, giving pediatric orthopedic surgeons and caregivers the ability to treat children with technologies specifically designed to meet their needs. We sell our specialized products, including PediLoc®, PediPlates®, Cannulated Screws, PediFlexTM nail, PediNailTM, PediLoc® Tibia, ACL Reconstruction System, Locking Cannulated Blade, Locking Proximal Femur, Spica Tables, RESPONSETM Spine, BandLocTM, Pediguard, Pediatric Nailing Platform | Femur, Orthex, QuickPackTM and ApiFix® Mid-C System, to various hospitals and medical facilities throughout the United States and various international markets. We currently use a contract manufacturing model for the manufacturing of implants and related surgical instrumentation.

In 2017, we expanded operations and established legal entities in the United Kingdom, Australia and New Zealand, permitting us to sell under an agency model direct to local hospitals in these countries. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe.

On June 4, 2019, we purchased all the issued and outstanding shares of stock of Vilex in Tennessee, Inc. ("Vilex") and all the issued and outstanding units of membership interests in Orthex, LLC ("Orthex") for $60,000 in total consideration. Vilex and Orthex are primarily manufacturers of foot and ankle surgical implants, including cannulated screws, fusion devices, surgical staples and bone plates, as well as Orthex Hexapod technology which is used to treat pediatrics congenital deformities and limb length discrepancies (refer to Note 3).

On December 31, 2019, we divested substantially all of the assets relating to Vilex's adult product offerings to a wholly-owned subsidiary of Squadron Capital LLC ("Squadron") in exchange for a $25,000 reduction in a Term Note owed to Squadron in connection with the initial acquisition. As part of the sale, we also executed an exclusive license arrangement with Squadron providing for perpetual access to certain intellectual property and a mutual distribution agreement (refer to Note 4).

On March 9, 2020, we purchased all the issued and outstanding membership interest of Telos Partners, LLC ("Telos") for $3,300 in total consideration. Telos is a boutique regulatory consulting firm formed in Colorado (refer to Note 3).

On April 1, 2020, we purchased all the issued and outstanding membership interest of ApiFix, Ltd. ("ApiFix") for (a) $2,000 in cash, and (b) 934,783 shares of the Company's common stock, $0.00025 par value per share, representing approximately $35,000 (based on a closing share price of $37.63 on April 1, 2020. ApiFix, a corporation organized under the laws of Israel, has developed a minimally invasive deformity correction system for patients with adolescent idiopathic scoliosis ("ApiFix System"). In addition, we have also agreed to pay as part of the purchase price the following anniversary payments, subject to certain limitations and adjustments: (i) approximately $13,000 on the second anniversary of the closing date, provided that such payment will be paid earlier if 150 clinical procedures using the ApiFix System are completed in the United States before such anniversary date, (ii) $8,000 on the third anniversary of the closing date; and (iii) $9,000 on the fourth anniversary of the closing date. In addition, to the extent that the product of our revenues from the ApiFix System for the twelve months ended June 30, 2024 multiplied by 2.25 exceeds the anniversary payments actually made for the third and fourth years, we have agreed to pay the selling shareholders a system sales payment in the amount of such excess. The anniversary payments and system sales payment may each be made in cash or cash and common stock (refer to Note 3).

On June 10, 2020, we purchased certain intellectual property assets from Band-Lok, LLC, a North Carolina limited liability company ("Band-Lok"), related to its Tether Clamp and Implantation System ("Tether Clamp System") for approximately $3,400 in total consideration. We use the Tether Clamp System in connection with our Bandloc
95

5.5/6.0 System. We were previously the sole licensee of the purchased assets under a license agreement with Band-Lok (refer to Note 3).

Our largest investor is Squadron, a private investment firm based in Granby, Connecticut.

A novel strain of the coronavirus disease ("COVID-19") was first identified in Wuhan, China in December 2019, and the related outbreak was subsequently declared a pandemic by the World Health Organization and a national emergency by the President of the United States. As a result of the pandemic, we have experienced significant business disruption. For example, in preparation for COVID-19-related hospitalizations, various governments, governmental agencies and hospital administrators have instructed hospitals to postpone some elective procedures. As a majority of our products are utilized in elective surgeries or procedures, the deferrals of such surgeries and procedures have had, and may continue to have, a significant negative impact on our business and results of operations. Despite the impact COVID-19 has had on our business, we continued to invest in research and development, invest in our people, and take steps to position ourselves for long-term success. During 2020, we raised additional capital to solidify our financial foundation. We continued to train and educate our sales team and our surgeons on our products. During 2020, we continued to focus on developing innovative solutions, acquired multiple enabling technologies and continued to deploy additional consigned instrument and implant sets in furtherance of our strategy. The extent to which COVID-19 may continue to negatively impact the Company's consolidated financial position, results of operations or cash flows is uncertain and will be closely monitored.


NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements include the accounts of OrthoPediatrics Corp. and its wholly-owned subsidiaries, OrthoPediatrics US Distribution Corp., OrthoPediatrics EU Limited, OrthoPediatrics AUS PTY LTD, OrthoPediatrics NZ Limited, OP EU B.V., OP Netherlands B.V., Orthex, LLC, Telos Partners, LLC and ApiFix, Ltd. (collectively, the “Company,” “we,” “our” or “us”). All intercompany balances and transactions have been eliminated. The results of Vilex have been classified as discontinued operations within the consolidated financial statements for the year ended December 31, 2019.

We have prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements have been prepared assuming our Company will continue as a going concern. We have experienced recurring losses from operations since our inception and had an accumulated deficit of $161,766 and $128,822 as of December 31, 2020 and 2019, respectively. On July 15, 2020, the Company repaid the $20,000 principal amount outstanding under the Loan Agreement’s Term Note A, together with all unpaid interest and other related amounts payable. On August 4, 2020, the Company entered into a Second Amendment to its First Amended Loan Agreement with Squadron. The Loan Agreement’s revolving credit commitment was increased from the previously established $15,000 to $25,000. The Company did not have an outstanding balance as of December 31, 2020. Management continues to monitor cash flows and liquidity on a regular basis. We believe that our cash balance at December 31, 2020 and expected cash flows from operations for the next twelve months subsequent to the issuance of the consolidated financial statements, are sufficient to enable us to maintain current and essential planned operations for more than the next twelve months.

On December 11, 2018, we completed a follow-on offering of our common stock, in which we issued and sold 1.725 million shares of common stock at a public offering price of $27.00 per share for aggregate gross proceeds of $46,575. We received $43,423 in net proceeds after deducting $2,800 of underwriting discounts and commissions and paying $352 in offering costs.

On December 13, 2019, we completed a follow-on offering of our common stock, in which we issued and sold 1.755 million shares at a public offering price of $36.50 per share for aggregate gross proceeds of $64,076. We received $59,996 in net proceeds after deducting $3,845 of underwriting discounts and commissions and paying $235 in underwriting commissions and offering costs.

On June 22, 2020, we completed a follow-on offering of our common stock, in which we issued and sold 1.6 million shares of common stock at a public offering price of $47.00 per share for aggregate gross proceeds of $75,200. We received $70,207 in net proceeds after deducting $4,512 of underwriting discounts and commissions and paying $481 in offering costs.
96


Use of Estimates

Preparation of our consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as of the date of the consolidated financial statements. By their nature, these judgments are subject to an inherent degree of uncertainty. We use historical experience and other assumptions as the basis for our judgments and estimates. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in these estimates will be reflected in our consolidated financial statements.

Foreign Currency Transactions

We currently bill our international stocking distributors in U.S. dollars, resulting in minimal foreign exchange transaction expense.

Beginning in the second quarter of 2017, we began selling direct within the United Kingdom, Ireland, Australia and New Zealand and billing using the local currency for each country.We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. In the year ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe. The financial statements of our foreign subsidiaries are accounted for in local functional currencies and have been translated into U.S. dollars using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. Foreign currency translation adjustments have been recorded as a separate component of the consolidated statements of comprehensive loss.

Fair Value of Financial Instruments

The accounting standards related to fair value measurements define fair value and provide a consistent framework for measuring fair value under the authoritative literature.  Valuation techniques are based on observable and unobservable inputs.  Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect market assumptions.  This guidance only applies when other standards require or permit the fair value measurement of assets and liabilities.  The guidance does not expand the use of fair value measurements.  A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels.

Level 1 – Quoted prices in active markets for identical assets or liabilities;

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data; and

Level 3 – Significant unobservable inputs that are not corroborated by market data.  Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, and are based on the best information available, including our own data.   

The Company's financial instruments include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, acquisition installment payables, contingent consideration and long-term debt. The carrying amounts of accounts receivable, accounts payable, acquisition installment payables and long-term debt approximate the fair value due to the short-term nature or market rates of these instruments. The company bases the fair value of short-term investments on quoted market prices for identical or comparable assets. Contingent consideration represents the system sales payment the Company is obligated to make. The fair value of the contingent consideration payment is considered a level 3 fair value measurement and was determined with the assistance of an independent valuation specialist at the original issuance date and as of the balance sheet date. See Note 6 for further discussion of financial instruments that carried a fair value on a recurring and nonrecurring basis.

Revenue from Contracts with Customers

The Company adopted ASC 606, "Revenue From Contracts with Customers (ASC 606)", on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption of ASC 606 did not have any impact on the Company's consolidated historical financial statements. The reported
97

results for 2019 and 2018 reflect the application of ASC 606 guidance. In accordance with ASC 606, revenue is recognized when our performance obligations under the terms of a contract with our customer are satisfied. This typically occurs when we transfer control of our products to the customers, generally upon implantation or when title passes upon shipment. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services, and excludes any sales incentives or taxes collected from a customer which are subsequently remitted to government authorities.

Revenue Recognition – United States

Revenue in the United States is generated primarily from the sale of our implants and, to a much lesser extent, from the sale of our instruments. Sales in the United States are primarily to hospital accounts through independent sales agencies. We recognize revenue when our performance obligations under the terms of a contract with our customer are satisfied. The products are generally consigned to our independent sales agencies, and revenue is recognized when the products are used by or shipped to the hospital for surgeries on a case by case basis. On rare occasions, hospitals purchase product for their own inventory, and revenue is recognized when the products are shipped and the title and risk of loss passes to the customer. Pricing for each customer is dictated by a unique pricing agreement. Sales through two of our independent sales agencies in the United States accounted for 14.2% and 13.8% of our global revenue in 2020. Sales through two of our independent sales agencies in the United States accounted for 12.3% and 12.2% of our global revenue in 2019, respectively. Sales through two of our independent sales agencies in the United States accounted for 12.1% and 11.2% of our global revenue in 2018, respectively.

Revenue Recognition – International

Outside of the United States, we sell our products directly to hospitals through independent sales agencies or to independent stocking distributors. Generally, the distributors are allowed to return products, and some are thinly capitalized. Prior to 2019, we concluded that collectibility was not reasonably assured at the time of delivery for certain customers who had not evidenced a consistent pattern of timely payment. Accordingly, in the past we did not recognize international revenue and associated cost of revenue at the time title transfers for these customers for whom collectibility had not been deemed probable based on the customer’s history and ability to pay, but rather when cash had been received.
Following a review of our collection history, we deemed collectibility was probable for all international stocking distributors effective January 1, 2019. Based on a history of reliable collections, we have concluded that a contract exists and revenue should be recognized when we transfer control of our products to the customer, generally when title passes upon shipment. Additionally, based on our history of immaterial returns from international customers, we have historically estimated no reserve for returns.
In early 2017, we expanded operations and established legal entities in the United Kingdom, Australia and New Zealand, permitting us to sell under an agency model direct to local hospitals in these countries. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. In the year ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe. The products are generally consigned to our independent sales agencies, and revenue is recognized when the products are used by or shipped to the hospital for surgeries on a case by case basis. On rare occasions, hospitals purchase products for their own inventory, and revenue is recognized when title passes upon shipment. Pricing for each customer is dictated by a unique pricing agreement.

Cash, Cash Equivalents and Short Term Investments

We maintain cash in bank deposit accounts which, at times, may exceed federally insured limits. To date, we have not experienced any loss in such accounts. We consider all highly liquid investments with original maturity of three months or less at inception to be cash equivalents. The carrying amounts reported in the balance sheets for cash are valued at cost, which approximates fair value.

The Company invests in available-for-sale short term investments. The Company has the ability, if necessary, to liquidate without penalty any of its short term investments to meet its liquidity needs in the next twelve months. As such, those investments with contractual maturities greater than one year from the date of purchase are classified
98

as short-term on the accompanying Consolidated Balance Sheets. The company includes unrealized gains or losses in stockholders' equity. If the adjustment to fair value reflects a decline in the value of the investment, the Company considers available information to determine whether the decline is "other than temporary" and, if so, reflects the change on the Consolidated Statements of Operations.

Restricted Cash

In conjunction with the sale of Vilex, $1,250 was placed into a separate escrow account. This cash is reported as restricted cash on the December 31, 2020 and 2019 consolidated balance sheet. These funds will remain restricted until August 31, 2021 at which time, they will be released to the Company subject to no claims related to the purchase. The Company also maintains restricted cash of 100 Euro at its Netherlands entity for potential Italian tenders.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are uncollateralized customer obligations due under normal trade terms, generally requiring payment within 30 days from the invoice date in the United States and within 90 days internationally. Account balances with invoices over 30 or 90 days past due for domestic and international accounts, respectively, are considered delinquent. No interest is charged on past due accounts. Payments of accounts receivable are applied to the specific invoices identified on the customer's remittance advice or, if unspecified, to the customer's account as an unapplied credit.

The carrying amount of accounts receivable is reduced by an allowance that reflects management's best estimate of the amounts that will not be collected, determined principally on the basis of historical experience, management's assessment of the collectability of specific customer accounts and the aging of the accounts receivable. All accounts or portions thereof deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for doubtful accounts. The allowance for doubtful accounts was $433 and $506 as of year ended December 31, 2020 and 2019, respectively.

The following table summarizes activity in the allowance for doubtful accounts:

December 31,
202020192018
Balance at beginning of year$506 $134 $143 
Additions charged to expense2744243
Write-offs3475212
Balance at end of year$433 $506 $134 

Inventories, net

Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in-first-out method. Inventories, which consist of implants and instruments held in our warehouse, with third-party independent sales agencies or distributors, or consigned directly with hospitals, are considered finished goods and are purchased from third parties.

We evaluate the carrying value of our inventories in relation to the estimated forecast of product demand, which takes into consideration the life cycle of the product. A significant decrease in demand could result in an increase in the amount of excess inventory on hand, which could lead to additional charges for excess and obsolete inventory.

The need to maintain substantial levels of inventory impacts our estimates for excess and obsolete inventory. Each of our implant systems are designed to include implantable products that come in different sizes and shapes to accommodate the surgeon’s needs. Typically, a small number of the set components are used in each surgical procedure. Certain components within each set may become obsolete before other components based on the usage patterns. We adjust inventory values, as needed, to reflect these usage patterns and life cycle.

99

In addition, we continue to introduce new products, which may require us to take additional charges for excess and obsolete inventory in the future.

Charges for excess and obsolete inventory are included in cost of revenue and were $1,269, $604 and $504 for the years ended December 31, 2020, 2019 and 2018, respectively.
Costs Related to the Initial Public Offering

At the time of the IPO, $1,840 of additional costs, primarily consisting of legal, accounting and other direct fees and costs related to the IPO incurred during 2017 and were initially deferred and capitalized and then reclassified to stockholders’ equity at the conclusion of our IPO on October 12, 2017. Additionally, $1,986 of additional non-cash expense related to the accelerated vesting of restricted stock was included in general and administrative expenses in 2018.

Costs Related to the Follow-on Offerings

On December 11, 2018, we completed a follow-on offering of our common stock. Offering expenses of $352, primarily consisting of legal, accounting and other direct fees and costs related to the offering, were initially deferred and capitalized and then reclassified to stockholders' equity at the conclusion of our follow-on offering on December 11, 2018.

On December 13, 2019, we completed another offering of our common stock. Offering expenses of $235, primarily consisting of legal, accounting and other direct fees and costs related to the offering were recorded in stockholders' equity at the conclusion of our offering.

On June 22, 2020, we completed another offering of our common stock. Offering expenses of $481, primarily consisting of legal, accounting and other direct fees and costs related to the offering were recorded in stockholders' equity at the conclusion of our offering.

Property and Equipment, net

Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the assets. When assets are retired or otherwise disposed of, costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in operations for the period. Maintenance and repairs that prolong or extend the useful life are capitalized, whereas standard maintenance, replacements, and repair costs are expensed as incurred.

Instruments are hand-held devices, specifically designed for use with our implants and are used by surgeons during surgery. Instruments deployed in the field are carried at cost less accumulated depreciation and are recorded in property and equipment, net on the consolidated balance sheets.

Sample inventory consists of our implants and instruments, and is maintained to market and promote our products. Sample inventory is carried at cost less accumulated depreciation.

Depreciable lives are generally as follows:
Building and building improvements
25 to 30 years
Furniture and fixtures
5 to 7 years
Computer equipment
3 to 5 years
Business software
3 years
Office and other equipment
5 to 7 years
Instruments
5 years
Sample inventory
2 years

Amortizable Intangible Assets, net

Amortizable intangible assets include fees necessary to secure various patents and licenses, including Band-Lok, the value of internally developed software, customer relationships, and non-competition agreements related to the
100

acquisition of Orthex, and customer relationships and non-competition agreements related to the acquisitions of Telos and ApiFix. Amortization is calculated on a straight-line basis over the estimated useful life of the asset. Amortization for patents and licenses commences at the time of patent approval, and for licenses upon market launch, respectively. Amortization for assets acquired commences upon acquisition. Intangible assets are amortized over a 3 to 20 year period.

Amortizable intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. No impairment charges were recorded in any of the periods presented.

Goodwill and Other Intangible Assets

Our goodwill represents the excess of the cost over the fair value of net assets acquired. The determination of the value of goodwill and intangible assets arising from acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstances warrant such a review. The goodwill is considered to be impaired if we determine that the carrying value of our one reporting unit exceeds its respective fair value. No impairment changes were recorded in the current year.

The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The quantitative assessment for goodwill requires us to estimate the fair value of our one reporting unit using either an income or market approach or a combination thereof.

We have indefinite lived tradename assets that are reviewed for impairment by performing a quantitative analysis, which occurs annually in the fourth quarter, utilizing balances as of October 1, or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net discounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets. No impairment charges were recorded in any of the periods presented.

Acquisition Payable and Contingent Consideration

Upon the completion of an acquisition the Company may record an acquisition installment payable, contingent consideration or both. Both are recorded at their fair values as determined by management with the assistance of an independent valuation specialist at the original issuance date and are adjusted on a recurring basis. Accretion of interest expense attributable to the acquisition installment payable are recorded as a component of interest expense, net. Changes in the fair value of the contingent consideration are included in fair value adjustments of contingent consideration. The amount of expense recorded in interest expense, net and fair value adjustments of contingent consideration for the year ended December 31, 2020 were $2,397 and $3,520, respectively.

Shipping and Handling Costs

Shipping and handling costs that are billed to the customer are included in net revenue and were $635, $599 and $513, for the years ended December 31, 2020, 2019 and 2018, respectively. Shipping and handling costs that are not billed to the customer are included in sales and marketing expenses and were $2,261, $2,788 and $2,148, for the years ended December 31, 2020, 2019 and 2018, respectively.

Cost of Revenue

Cost of revenue consists primarily of products purchased from third-party suppliers, excess and obsolete inventory adjustments, inbound freight, and royalties. Our implants and instruments are manufactured to our specifications by third-party suppliers who meet our manufacturer qualifications standards. Our third-party manufacturers are required to meet Food and Drug Administration (the “FDA”), International Organization for
101

Standardization and other country-specific quality standards. The majority of our implants and instruments are produced in the United States.

Sales and Marketing Expenses

Sales and marketing expenses primarily consist of commissions to our domestic and select international independent sales agencies and consignment distributors, as well as compensation, commissions, benefits and other related costs for personnel we employ. Commissions and bonuses are generally based on a percentage of sales. Our international independent stocking distributors purchase instrument sets and replenishment stock for resale, and we do not pay commissions or any other sales related costs for international sales to distributors.

Advertising Costs

Advertising costs consist primarily of print advertising, trade shows, and other related expenses. Advertising costs are expensed as incurred and are recorded as a component of sales and marketing expense. Advertising costs were $1,231, $1,422 and $978 for the years ended December 31, 2020, 2019 and 2018, respectively.

Research and Development Costs

Research and development costs are expensed as incurred. Our research and development expenses primarily consist of costs associated with engineering, product development, consulting services, outside prototyping services, outside research activities, materials, development and protection of our intellectual property portfolio, as well as other costs associated with development of our products. Research and development costs also include related personnel and consultants’ compensation expense.

Stock-Based Compensation

Prior to our IPO, we maintained an Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) that provides for grants of options and restricted stock to employees, directors and associated third-party representatives of our company as determined by the Board of Directors. The 2007 Plan had authorized 1,585,000 shares for award.

Immediately prior to our IPO, we adopted our 2017 Incentive Award Plan (the “2017 Plan”) which replaced the 2007 Plan. The 2017 Plan provides for grants of options and restricted stock to officers, employees, consultants or directors of our Company. The 2017 Plan has authorized 1,789,647 shares for award.

Options holders, upon vesting, may purchase common stock at the exercise price, which is the estimated fair value of our common stock on the date of grant. Option grants generally vest immediately or over a three year period. No stock options were granted in any of the periods presented.

Restricted stock may not be transferred prior to the expiration of the restricted period. The restricted stock that has been granted under the 2007 Plan has restriction periods that generally last until the earlier of six years from the date of grant, or an initial public offering or change in control, as defined in the 2007 Plan. All restricted stock granted prior to May 2014 vested upon our IPO and the remaining grants under the 2007 Plan vested in April 2018. Generally under the 2017 plan, restricted stock vests over a three year period. We have elected to recognize the reversal of stock compensation expense when a restricted stock forfeiture occurs as opposed to estimating future forfeitures.

We record the fair value of restricted stock at the grant date. Stock-based compensation is recognized ratably over the requisite service period, which is generally the restriction period for restricted stock.

In determining the fair value of our common stock at the grant date for awards issued prior to our IPO, which is the basis for the fair value of stock based awards, we use the market approach, which is based on the assumption that the value of an asset is equal to the value of a substitute asset with the same characteristics. In using the market approach, we consider both the guideline public company method and the precedent transaction method. Given the absence of a public trading market for our common stock at that time, we exercise reasonable judgment and consider a number of objective and subjective factors to determine the best estimate of the fair value of our common stock, including: the preferences and dividends of our redeemable convertible preferred stock relative to those of our common stock; our operating results and financial conditions, including our level of available capital
102

resources; equity market conditions affecting comparable public companies; general U.S. market conditions; and the lack of marketability of our common stock. Prior to our IPO, for restricted stock awards we applied a discount for lack of marketability to the fair value of common shares due to estimate the impact of valuing a minority interest in our Company as a closely held, non-public company with no liquid market for its shares. 

Foundation for Advancing Pediatric Orthopedics

The Company may periodically make contributions to the Foundation for Advancing Pediatric Orthopedics (the "Foundation"). The Foundation was incorporated in 2018 exclusively for pediatric orthopedic research and education and qualifies under IRC 501(c)(3) as an exempt private foundation. The mission of the Foundation is to enhance the knowledge and experience, through education and research, of surgical trainees or practicing surgeons who are involved in helping children with orthopaedic disorders and injuries. The Foundation is a separate legal entity and is not a subsidiary of the Company; therefore, its results are not included in these consolidated financial statements. The Company contributed $325, $500 and $200 to the Foundation during the years ended December 31, 2020, 2019 and 2018, respectively. These contributions were recorded in general and administrative expenses.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) includes foreign currency translation adjustments.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance.

We record uncertain tax positions on the bases of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the positions and (2) for those tax positions that do not meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

Litigation and Contingencies

Accruals for litigation and contingencies are reflected in the consolidated financial statements based on
management’s assessment, including advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount is reasonably estimable. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations in a given period. The Company recorded an accrual of $6,342 for legal settlements for the year ended December 31, 2020.




103

“Emerging Growth Company” Reporting Requirements

We qualify as an “emerging growth company” as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002.

Section 107 of the JOBS Act also provides that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

In April 2017, the SEC adopted new rules that included an inflation-adjusted threshold in the definition of an emerging growth company. Under the new inflation-adjusted threshold, we would cease to be an emerging growth company on the last day of the fiscal year in which our annual gross revenues exceed $1.07 billion. This is an increase of $70 million from the previous $1 billion threshold.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financials assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The Company will adopt ASU 2016-16 effective January 1, 2023. The adoption of this guidance is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". This pronouncement eliminates Step 2 from the goodwill impairment test and requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Under this guidance, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. It is effective for reporting periods beginning after December 15, 2020, although earlier adoption is permitted. The Company adopted this standard on January 1, 2020 and it did not have a significant impact on the Company's consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU No. 2019-12 "Income Taxes: Simplifying the Accounting for Income Taxes" intended to simplify the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside cost basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for annual periods beginning after December 15, 2020 and interim periods within, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company adopted this standard on January 1, 2020 and it did not have a significant impact on the Company's consolidated financial statements and related disclosures.


NOTE 3 – BUSINESS COMBINATION

ApiFix

On April 1, 2020, the Company purchased all the issued and outstanding membership interest of ApiFix for $2,000 in cash, including $344 of cash acquired, 934,783 shares of the Company's common stock, $0.00025 par value per share, representing approximately $35,176 (based on a closing share price of $37.63 on April 1, 2020), approximately $30,000 in anniversary payments, and approximately $41,741 in a system sales payment. The total
104

consideration transferred of $87,379, as calculated after discounting future payments to present value, is preliminary and subject to certain limitations and adjustments. ApiFix, a corporation organized under the laws of Israel, has developed a minimally invasive deformity correction system for patients with adolescent idiopathic scoliosis ("ApiFix System"). The following table reconciles the total consideration transferred after discounting the future payments, excluding the impact of foreign currency translation:
ConsiderationPresent Value
Cash consideration$2,000 $2,000 
Payment of ApiFix transaction related costs67 67 
Issuance of common stock35,176 35,176 
Anniversary Payments30,000 22,620 
System sales payment41,741 27,190 
Total consideration transferred$108,984 $87,053 

The Company incurred $311 of acquisition-related costs that are included in general and administrative expenses on the consolidated statements of operations. The purchase price allocation set forth herein is preliminary.

The following table summarizes the total consideration paid for ApiFix and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
DescriptionAmount
Preliminary fair value of estimated total acquisition consideration$87,379 
Assets
Cash344 
Accounts receivable-trade245 
Inventories685 
Prepaid expenses and other current assets77 
Property and equipment153 
Amortizable intangible assets32,150 
Other intangible assets8,640 
Operating lease right-of-use asset104 
Total assets42,398 
Liabilities
Accounts payable and accrued liabilities226 
Operating lease liabilities106 
Other current liabilities270 
Deferred income taxes6,487 
Total liabilities7,089 
Less: total net assets35,309 
Goodwill$52,070 

The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach. The estimated fair value and useful life of identifiable intangible assets are as follows:
AmountRemaining Economic Useful Life
Trademarks / Names$8,640 Indefinite
Patents31,720 15 years
Customer Relationships230 10 years
Non-competition Agreements200 4 years
$40,790 

105

The Company recorded a measurement period adjustment of $7,930 during fiscal 2020 to increase patents, increase deferred tax liabilities by $6,487 and decrease goodwill by $1,443 related to the refinement of inputs of the acquisition valuation.

The Company is obligated to make anniversary payments of: (i) approximately $13,000 on the second anniversary of the closing date, provided that such payment will be paid earlier if 150 clinical procedures using the ApiFix System are completed in the United States before such anniversary date, (ii) $8,000 on the third anniversary of the closing date; and (iii) $9,000 on the fourth anniversary of the closing date, subject to adjustments. The Company anticipates making the second anniversary payment of $13,000 during the first half of 2021. In addition, to the extent that the product of our revenues from the ApiFix System for the twelve months ended June 30, 2024 multiplied by 2.25 exceeds the anniversary payments actually made for the third and fourth years, we have agreed to pay the selling shareholders a system sales payment in the amount of such excess. The anniversary payments and system sales payment may each be made in cash or cash and common stock, subject to certain limitations; provided that the Company makes the determination with respect to anniversary payments and a representative of the former ApiFix shareholders may make the determination with respect to the system sales payment, if any.

The fair value of the contingent consideration payment is considered a Level 3 fair value measurement and was determined with the assistance of an independent valuation specialist at the original issuance date using an option pricing model and a Monte Carlo simulation based on forecasted annual revenue, expected volatility and an implied probability of achieving revenue forecasts. The fair value of the payment will continue to be adjusted as additional information becomes available regarding the progress toward achievement of the revenue forecast. The adjustment in the fair value of the contingent consideration payment of $3,520 was recognized as an expense for the twelve month period ended December 31, 2020, in other expenses on the consolidated statements of operations. An additional $2,397 was recognized as interest expense for the twelve month period ended December 31, 2020, on the consolidated statements of operations for the accretion of the acquisition installment payable.

Presented below is a summary of the present value of the anniversary payments and system sales payment related to the ApiFix acquisition:
April 1, 2020December 31, 2020
Anniversary Payments:
Second Year Payment$10,980 $12,233 
Third Year Payment5,780 6,335 
Fourth Year Payment5,860 6,449 
Total acquisition installment payable22,620 25,017 
Less: current portion of acquisition installment payable10,980 12,233 
Acquisition installment payable, net of current portion11,640 12,784 
System sales payment27,190 30,710 
ApiFix future consideration, net of current portion$38,830 $43,494 

Pre-acquisition revenues and earnings for ApiFix were not material to the consolidated operations.

Telos

On March 9, 2020, the Company purchased the issued and outstanding membership interest of Telos for $1,750 in cash, including $81 of cash acquired, and 36,628 shares of common stock, $0.00025 par value per share, of the Company. The shares of common stock were valued at $42.81 per share, the Company's closing share price on March 9, 2020. The Company incurred $25 of acquisition-related costs, that are included in general and administrative expenses on the consolidated statements of operations. The purchase price allocation set forth herein is preliminary.

The following table summarizes the total consideration paid for Telos and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
106

DescriptionAmount
Preliminary fair value of estimated total acquisition consideration$3,318 
Assets
Cash81 
Accounts receivable-trade215 
Prepaid expenses and other current assets38 
Property and equipment10 
Amortizable intangible assets950 
Other intangible assets$210 
Total assets1,504 
Liabilities
Accounts payable and accrued liabilities60 
Total liabilities60 
Less: total net assets1,444 
Goodwill$1,874 

The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach. The estimated fair value and useful life of identifiable intangible assets are as follows:
AmountRemaining Economic Useful Life
Trademarks / Names$210 Indefinite
Customer Relationships910 10 years
Non-competition Agreements40 5 years
$1,160 

The Company recorded a measurement period adjustment during fiscal 2020 to increase prepaid expenses and decrease goodwill related to contractual terms.

Vilex and Orthex

On June 4, 2019, the Company purchased all the issued and outstanding shares of stock of Vilex and units of membership interests in Orthex for $50,000 in cash, net of working capital adjustments, and 245,352 shares of common stock, $0.00025 par value per share, of the Company. The shares of common stock were valued at $40.76 per share, the volume weighted average trading price during the thirty day trading period ending on May 30, 2019. In addition, $3,000 was placed in an escrow account for a period of up to twenty months to cover certain indemnification obligations and to secure certain closing adjustments. The Company incurred $737 of acquisition-related costs, that are included in general and administrative expenses on the consolidated statements of operations. The purchase price allocation set forth herein is final.

The following table summarizes the total consideration paid for Vilex and Orthex and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date:

107

DescriptionAmount
Estimated fair value of total acquisition consideration$60,184 
Assets
Cash348 
Accounts receivable-trade2,088 
Inventories3,652 
Prepaid expenses and other current assets12 
Property and equipment7,540 
Amortizable intangible assets31,180 
Operating lease right-of-use asset323 
Total assets45,143 
Liabilities
Accounts payable and accrued liabilities563 
Operating lease liabilities323 
Deferred tax liability1,175 
Other long-term liabilities68 
Total liabilities2,129 
Less: total net assets43,014 
Goodwill$17,170 

Measurement period adjustments during fiscal year 2019 included $239 to accounts receivable - trade, $253 to inventory, $92 to working capital, $1,400 to deferred tax liability and $510 to intangible assets as a result of information identified as of the date of acquisition. These measurement period adjustments to the purchase price allocation increased goodwill by $586.

The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach, inputs which would be considered Level 3 under the fair value hierarchy. The estimated fair value and useful life of identifiable intangible assets are as follows:
AmountRemaining Economic Useful Life
Trademarks / Names$4,610 Indefinite
Patents22,390 15 years
Internally Developed Software1,550 10 years
Customer Relationships2,570 12 years
Non-competition Agreements60 5 years
$31,180 


Pro forma net revenue and net loss from continuing operations for 2019 and 2018 assuming the acquisition occurred on January 1, 2018 would have been $74,488 and $62,607 and ($12,601) and ($13,439), respectively.

The Company recorded a measurement period adjustment during fiscal 2020 to increase inventory and decrease goodwill related to working capital adjustments to allocate inventory between Orthex and Vilex.

Since the Vilex products include adult offerings that are not core to the Company's pediatric business, the Company received Board approval to take the steps necessary to divest the non-core Vilex assets.

On December 31, 2019, the Company divested substantially all of the assets relating to Vilex's adult product offering to a wholly-owned subsidiary of Squadron Capital, LLC in exchange for a $25,000 reduction in a term note owed to Squadron in connection with the initial acquisition along with certain ongoing intellectual property rights. Of the $25,000 purchase price, $12,410 was attributable to the license of the Orthex intellectual property and the remaining $12,590 was applied to the Vilex assets and liabilities divested.

108

After the issuance of our December 31, 2019 annual consolidated financial statements, and in connection with the preparation of our condensed consolidated financial statements for the three months ended March 31, 2020, we identified and corrected an immaterial error related to the deferred revenue liability recognized from license of Orthex intellectual property as of December 31, 2019. The immaterial correction of the error resulted in a reduction of the deferred revenue liability and goodwill on the consolidated balance sheet as of December 31, 2019 of $12,410, based on the conclusion that the consideration transferred was allocable to a portion of certain Orthex patent assets sold concurrently with the sale of Vilex. We have evaluated the adjustment and, based on an analysis of quantitative and qualitative factors, determined that the related impact was not material to our consolidated financial statements for any prior annual or interim period presented. In order to accurately present the historical period, we have revised our December 31, 2019 balance sheet and related footnotes to reflect the immaterial correction of this error.


NOTE 4 – DISCONTINUED OPERATIONS

On June 4, 2019, the Company acquired Vilex, a manufacturer of foot and ankle surgical implants. Since the Vilex products include adult offerings that are not core to the Company's pediatric business, the Company received Board approval to take the steps necessary to divest the non-core Vilex assets.

On December 31, 2019, the Company divested substantially all of the assets relating to Vilex's adult product offering to a wholly-owned subsidiary of Squadron Capital, LLC. in exchange for a $25,000 reduction in a term note owed to Squadron in connection with the initial acquisition along with the sale of intellectual property rights.

Assets and liabilities divested consisted of the following as of December 31, 2019:
DescriptionAmount
Cash$515 
Accounts Receivable - trade, less allowance for doubtful accounts928 
Inventories, net2,060 
Prepaid expenses and other current assets24 
Property and equipment, net6,246 
Amortizable intangible assets13,390 
Goodwill3,397 
Other intangible assets380 
Operating lease right-of-use asset216 
Total assets divested$27,156 
Accounts payable - trade$37 
Accrued compensation and benefits171 
Operating lease liabilities199 
Deferred tax liability1,175 
Other current liabilities13 
Total liabilities divested$1,595 
Net assets sold$25,561 
Allocated purchase price25,000 
Loss on divestiture$(561)

109

Major classes of line items constituting loss of discontinued operations2019
Net revenue$3,069 
Cost of revenue(286)
Sales and marketing(692)
General and administrative(2,103)
Other income (expense), net(9)
Pretax net loss of discontinued operations$(21)
Income tax expense(464)
Net loss on discontinued operations$(485)

The divestiture does not represent a strategic shift that will have a major effect on the Company's operations and financial statements. Goodwill was allocated to the assets and liabilities divested using the relative fair value method. The Company recognized a total net loss on discontinued operations of $1,046, net of taxes, in its consolidated statement of operations for the year ended December 31, 2019.


NOTE 5 - GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test.

The qualitative evaluation is an assessment of factors including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its one reporting unit and perform a quantitative test. The assumptions used in evaluating goodwill for impairment are subject to change and are tracked against historical results by management.

The Company elected to perform a qualitative analysis for its reporting unit as of October 1, 2020. The Company determined, after performing the qualitative analysis that there was no evidence that it is more likely than not that the fair value of its reporting unit was less than the carrying amount, therefore, it was not necessary to perform a quantitative impairment test.

Changes in the carrying amount of goodwill in 2019 and 2020 were as follows:
Total
Goodwill at January 1, 2019$— 
Vilex Companies acquisition17,170 
Divestiture of Vilex in Tennessee, Inc.(3,397)
Goodwill at January 1, 2020$13,773 
Telos1,874 
Orthex measurement period adjustment(688)
ApiFix acquisition52,070 
Foreign currency translation impact3,482 
Goodwill at December 31, 2020$70,511 








110

Intangible Assets

As of December 31, 2020, the balances of amortizable intangible assets were as follows:
Weighted-Average Amortization Period
Gross Intangible AssetsAccumulated AmortizationNet Intangible Assets
Patents14.7 years$43,363 $(2,650)$40,713 
Intellectual Property10.3 years8,990 (744)8,246 
License agreements2.7 years2,765 (1,440)1,325 
Total amortizable assets$55,118 $(4,834)$50,284 


As of December 31, 2019, the balances of amortizable intangible assets were as follows:
Weighted-Average Amortization PeriodGross Intangible AssetsAccumulated AmortizationNet Intangible Assets
Patents17.4 years$9,287 $(363)$8,924 
Intellectual Property10.7 years4,020 (213)3,807 
License agreements3.4 years2,765 (1,012)1,753 
Total amortizable assets$16,072 $(1,588)14,484 

Amortization expense was $3,246, $887 and $378 for the years ended December 31, 2020, 2019 and 2018, respectively. Future amortization expenses are expected as follows:
Year Ending December 31:
2021$3,930 
20223,895 
20233,778 
20243,734 
20253,712 
Thereafter31,235 
$50,284 

Licenses are tied to product launches and do not begin amortizing until the product is launched to the market. Anticipated market launch is in 2021 and 2022 for products for which we obtained licensing in 2020.

Trademarks are non-amortizing intangible assets which were $13,961 and $4,490 as of December 31, 2020 and 2019, respectively. Concurrently with our acquisition of each company, we acquired the trademark of Orthex on June 4, 2019 valued at $4,230, the trademark of Telos on March 9, 2020 valued at $210 and the trademark of ApiFix on April 1, 2020 valued at $8,640. Trademarks are recorded in Other Intangible assets on the Consolidated Balance Sheets.

On June 10, 2020, we purchased certain intellectual property assets from Band-Lok, LLC, a North Carolina limited liability company ("Band-Lok"), related to its Tether Clamp and Implantation System ("Tether Clamp System") for $3,394 in total consideration. We use the Tether Clamp System in connection with our Bandloc 5.5/6.0 System. We were previously the sole licensee of the purchased assets under a license agreement with Band-Lok.

The Company tests intangible assets with indefinite lives for impairment annually on October 1st or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net discounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. Based upon the Company's analysis, no impairment chargers were recorded to its intangible assets.



111


NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures certain financial assets and liabilities at fair value. The accounting standards related to fair value measurements define fair value and provide a consistent framework for measuring fair value under the authoritative literature. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels.

Level 1 – Quoted prices in active markets for identical assets or liabilities;

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data; and

Level 3 – Significant unobservable inputs that are not corroborated by market data.  Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, and are based on the best information available, including our own data.

There were no assets or liabilities measured at fair value on a recurring basis as of the year ended December 31, 2019. The following table summarize the assets and liabilities measured at fair value on a recurring basis as of December 31, 2020.
12/31/2020Level 1Level 2Level 3
Financial Assets
Cash Equivalents$15,002 15,002 — — 
Short term investments55,141 55,141 
Financial Liabilities
Contingent Consideration$30,710 — — 30,710 

The Company's level 1 assets consist of cash equivalents which are generally comprised of short-term, liquid investments with original maturity of three months or less at inception and other short term investments which are comprised of exchange traded mutual funds and marketable securities with a maturity date greater than 3 months.

The following table summarizes the change in fair value of Level 3 instruments in 2020:
Total
Balance at January 1, 2020$— 
Contingent consideration recorded as a result of the acquisition (Note 3)27,190 
Change in fair value of contingent consideration3,520 
Balance at December 31, 2020$30,710 

The Company's Level 3 instruments consist of contingent consideration. The fair value of contingent consideration liabilities assumed in business combinations is recorded as part of the purchase price consideration of the acquisition and is determined using a discounted cash flow model or probability simulation model. The significant inputs of such models are not always observable in the market, such as certain financial metric growth rates, volatility rates, projections associated with the applicable milestone, the interest rate, and the related probabilities and payment structure in the contingent consideration arrangement. Fair value adjustments to contingent consideration liabilities are recorded through operating expenses in the Consolidated Statement of Operations. Contingent consideration arrangements assumed by an asset purchase will be measured and accrued when such contingency is resolved.

The recurring Level 3 fair value measurements of contingent consideration liabilities associated with commercial sales milestones include the following significant unobservable inputs as of December 31, 2020:
112

April 1,
2020		December 31,
2020
Valuation techniquesDiscounted cash flow, Monte Carlo
Present value discount rate(1)
23.1 %25.8 %
Volatility factor43.7 %51.8 %
Expected Years4.1 years3.5 years

(1) The present value discount rate includes estimated risk premium


NOTE 7 - PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:
December 31,
20202019
Land$1,645 $1,645 
Building and building improvements2,591 1,951 
Computer equipment and software2,218 2,070 
Office and other equipment1,060 751 
Instruments29,916 21,963 
Sample inventory2,453 2,213 
Construction in progress4,995 3,734 
44,878 34,327 
Less: accumulated depreciation(17,651)(12,978)
Total property and equipment, net$27,227 $21,349 

Depreciation expense is included in general and administrative expenses and was $4,660, $3,749 and $2,514 for the years ended December 31, 2020, 2019 and 2018, respectively.


NOTE 8 – ACCRUED COMPENSATION AND BENEFITS

Accrued compensation and benefits consisted of the following:
December 31,
20202019
Accrued compensation and related costs$1,896 $1,573 
Accrued commissions2,644 2,776 
Total accrued compensation and benefits$4,540 $4,349 


NOTE 9 - DEBT AND CREDIT ARRANGEMENTS

Long-term debt consisted of the following:
December 31,
20202019
Note payable to Squadron$— $19,891 
Revolving credit facility with Squadron— 5,000 
Mortgage payable to affiliate1,175 1,300 
Total debt1,175 26,191 
Less: current maturities131 124 
Long-term debt, net of current maturities$1,044 $26,067 

113

On December 31, 2017, we entered into a Fourth Amended and Restated Loan and Security Agreement, or the Loan Agreement, with Squadron Capital LLC, or Squadron. Pursuant to the Loan Agreement, a majority of the term loan amounts under a previous agreement with Squadron were consolidated into a $20,000 term note, represented by a Term Note A, and a $15,000 revolving credit facility was established. Both facilities include interest only payments and provide for an interest rate equal to the greater of (a) three month LIBOR plus 8.61% and (b) 10%. The Loan Agreement also extended the maturity date to January 31, 2023.

In order to finance a portion of the cash consideration for the acquisition of the Vilex Companies, the Company entered into a first Amendment, or the Amendment, to the Loan Agreement (as so amended, the "First Amended Loan Agreement"), with Squadron. The First Amended Loan Agreement provided for a new $30,000 term loan facility, represented by a Term Note B, in addition to the existing $20,000 Term Note A and $15,000 revolving credit facility. Similar to the other facilities under the First Amended Loan Agreement, the Term Note B was subject to interest only payments at an interest rate equal to the greater of (a) three month LIBOR plus 8.61%, and (b) 10.00%. The Term Note B, which would have matured no later than May 31, 2020, was paid in full on December 31, 2019 using $25,000 received in exchange for the divestiture of the adult product offerings of Vilex and the related Orthex license agreement, and $5,000 from the available Squadron revolving credit facility. On January 4, 2020, the Company repaid $5,000 on the revolving credit facility with Squadron. On July 15, 2020, the Company repaid the $20,000 principal amount outstanding under the Term Note A, together with all unpaid interest and other related amounts payable.

On August 4, 2020, the Company entered into a Second Amendment (the “Second Amendment”) to its First Amended Loan Agreement with Squadron (as so further amended, the “Second Amended Loan Agreement”). Pursuant to the Second Amendment, the First Amended Loan Agreement’s revolving credit commitment was increased from the previously established $15,000 to $25,000. The Company has agreed to pay Squadron an unused commitment fee in an amount equal to the per annum rate of 0.50% (computed on the basis of a year of 360 days and the actual number of days elapsed) times the daily unused portion of the revolving credit commitment. The unused commitment fee is payable quarterly in arrears and is recorded in interest, net. For the year ended December 31, 2020 the unused commitment fee paid to Squadron was $52.
Borrowings under the revolving credit facility will be made under a First Amended and Restated Revolving Note, dated August 4, 2020 (the “Amended Revolving Note”), payable, jointly and severally, by the Company and each of its subsidiaries party thereto. The Amended Revolving Note will mature at the earlier of: (i) the date on which any person or persons acquire (x) capital stock of the Company possessing the voting power to elect a majority of the Company’s Board of Directors (whether by merger, consolidation, reorganization, combination, sale or transfer), or (y) all or substantially all of the Company’s assets, determined on a consolidated basis; and (ii) January 1, 2024. Prior to the Second Amendment, the revolving credit facility was to have matured on January 31, 2023. The Second Amended Loan Agreement continues to provide for interest only payments, which are payable monthly, with interest rates equal to the greater of (a) three month LIBOR plus 8.61%, and (b) 10.00%. There are no outstanding term loan obligations under the Second Amended Loan Agreement.

Borrowings under the Second Amended Loan Agreement are secured by substantially all of the Company's assets and are unconditionally guaranteed by each of its subsidiaries with the exception of Vilex. There are no traditional financial covenants associated with the Second Amended Loan Agreement. However, there are negative covenants that prohibit us from, among other things, transferring any of our material assets, merging with or acquiring another entity, entering into a transaction that would result in a change of control, incurring additional indebtedness, creating any lien on our property, making investments in third parties and redeeming stock or paying dividends.

In connection with the purchase of our office and warehouse space in Warsaw, Indiana in August 2013, we entered into a mortgage note payable to Tawani Enterprises Inc., an affiliate of Squadron. Pursuant to the terms of the mortgage note, we pay Tawani Enterprises Inc. monthly principal and interest installments of $16 with interest compounded at 5% until maturity in 2028, at which time a final payment of remaining principal and interest is due. The mortgage is secured by the related real estate and building. As of December 31, 2020 and 2019, the mortgage balance was $1,175 and $1,300, respectively, of which current principal due of $131 and $124, respectively, was included in current portion of long-term debt.





114

At December 31, 2020, the aggregate future principal payments on our debt arrangements are as follows:
2021$131 
2022137 
2023144 
2024152 
2025160 
Thereafter451 
$1,175 

Interest expense relating to notes payable to Squadron and mortgage note payable with Tawani was $1,233, $4,229 and $2,255 for the years ended December 31, 2020, 2019 and 2018, respectively.


NOTE 10 - STRATEGIC ARRANGEMENTS

Effective December 1, 2007, we entered into a 10 year agreement with Case Western Reserve University (“CASE”) to assist in certain aspects of our research and development. Effective August 2, 2017, we entered into an Amended and Restated License Agreement to account for additional licensed product and extend the agreement for another ten years. The main focus of this research and development involves leveraging our exclusive rights to the Hamann-Todd Collection of the Cleveland National History Museum, the world's largest pediatric osteological collection, to assist in the design of implants which match pediatric bone curvature and structure.

In exchange for services, CASE receives certain royalties and up-front fees. The royalties and certain fees are contingent upon our obtaining FDA approval and the launch of our products into the marketplace. CASE receives a minimum annual royalty of $10 or a royalty of 3% of net sales on products, whichever is greater. Additionally, for each new product developed, CASE will receive milestone payments of $5 for FDA approval to sell our products within the United States and a milestone payment of $10 for general product launch. Additionally, CASE receives a royalty of 3% of net sales on products fully developed and being sold in the marketplace.

The royalty expense recognized related to the CASE agreement is recorded as a component of cost of revenue and amounted to $125, $153 and $145 for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, $35 and $39, respectively, was due to CASE.

NOTE 11 - INCOME TAXES

On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was signed into United States tax law. The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to, (1) reduction of the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) elimination of the corporate alternative minimum tax (AMT); (3) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (4) current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) a new limitation on deductible interest expense; (6) limitations on the deductibility of certain executive compensation; (7) limitations on the use of FTCs to reduce the U.S. income tax liability; and (8) limitations on net operating losses (NOLs) generated after December 31, 2017, to 80 percent of taxable income.

The Tax Act reduced the US federal corporate tax rate from a graduated rate up to 35% to a flat rate of 21%, effective January 1, 2018. The Company adjusted its deferred tax assets and liabilities at December 31, 2017 to reflect the Tax Act’s reduction of corporate income tax rates which are expected to be in effect in future years as the deferred tax assets and liabilities are realized. The effect of this provisional adjustment in the deferred provision for income taxes is a discrete net expense of $11,095, however this is offset with a reduction in the valuation allowance as of December 31, 2018.

In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Act. Corporate taxpayers may carryback net operating losses originating during 2018 through 2020 for up to five years, which was not previously allowed under the Tax Act. The CARES Act also eliminates the 80% of taxable income limitation allowing corporate entities to fully utilize net operating loss carryforwards to offset
115

taxable income in 2018, 2019 and 2020. The enactment of the CARES Act did not result in any material impact to the Company’s income tax provision.

On December 27, 2020 the Consolidated Appropriations Act, 2021 (“CAA”) was signed into law. The CAA includes the COVID-related Tax Relief Act of 2020 (“COVID TRA”). The Company is continuing to assess the effect of the CAA and does not believe it will result in a material impact to the Company’s income tax provision.

Total income tax expense (benefit) for the years ended December 31, 2020, 2019 and 2018 was allocated as follows:
202020192018
Income from continuing operations$(723)$— $— 
Income from discontinued operations— (660)— 
Total tax expense (benefit)$(723)$(660)$— 

For the years ended December 31, 2020, 2019 and 2018 loss from continuing operations before taxes of the Company consists of the following:
202020192018
Domestic$(28,756)$(12,010)$(11,768)
Foreign(4,911)(675)(257)
Total$(33,667)$(12,685)$(12,025)

The components of income tax expense (benefit) from continuing operations for the years ended December 31, 2020, 2019 and 2018 are as follows:
202020192018
Deferred:
Federal$— $1,033 $(3,663)
State— 37 564 
Foreign(723)— — 
(Decrease) Increase in valuation allowance— (1,070)3,099 
Total income tax expense (benefit)$(723)$— $— 

The reconciliation between the effective tax rate and the statutory tax rate is as follows:
December 31,
202020192018
Federal statutory rate21.0 %21.0 %21.0 %
State statutory rate, net of federal benefit1.8 %(0.7)%0.9 %
Effect of foreign rates different from statutory0.1 %— %0.2 %
Change in state rate(2.5)%(1.3)%(1.2)%
Nondeductible/nontaxable or other items1.1 %.3 %4.9 %
Unborn foreign tax deduction4.0 %— %— %
Change in valuation allowance(23.4)%(19.3)%(25.8)%
Income tax (expense) benefit2.1 %— %— %

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The primary temporary differences that give rise to the deferred tax assets and liabilities are certain inventory adjustments, depreciation and amortization, interest expense, stock based compensation and net operating loss carryforwards.








116

The deferred tax assets and liabilities consisted of the following at December 31, 2020 and 2019:
20202019
Deferred tax assets:
Inventories, net$2,715 $1,759 
Stock based compensation1,938 980 
Loss carryforwards29,050 22,153 
Credit carryforwards176 260 
Interest carryforward1,851 655 
Accrued Settlements1,467 — 
Other382 417 
Total deferred tax assets37,579 26,224 
Valuation allowance(33,160)(25,392)
Net deferred tax assets4,419 832 
Deferred tax liabilities:
Intangibles(9,120)(113)
Property, plant and equipment(1,054)(719)
       Total deferred tax liabilities(10,174)(832)
Deferred tax assets (liabilities), net$(5,755)$— 

The deferred tax assets were fully offset by a valuation allowance at December 31, 2020 and 2019, with the exception of certain deferred tax liabilities recognized in a foreign jurisdiction as a result of fair value adjustments recorded upon the acquisition of ApiFix. The Company has recorded a tax benefit during the year ended December 31, 2020, for losses generated in Israel. During 2019, the Company assumed certain deferred tax liabilities in connection with the acquisition of Vilex, which allowed for a release of $1,124 of the valuation allowance. Such amount was recognized in discontinued operations. As of December 31, 2020, we had available federal, state and foreign tax loss carryforwards of $98,918, $68,901 and $16,905, respectively. We had available federal tax credits of $176. Net operating losses generated prior to December 31, 2017 will begin to expire in 2028. Federal net operating losses generated after January 1, 2018 will have an indefinite carryforward period. An ownership change under Section 382 of the Internal Revenue Code was deemed to occur on May 30, 2014. Given the limitation calculation, we anticipate approximately $16,200 in losses generated prior to the ownership change date will be subject to potential limitation. The estimated annual limitation is $1,062. A second ownership change under Section 382 was deemed to occur on December 11, 2018. The estimated annual limitation is $9,736, which is increased by $22,430 over the first five years as a result of an unrealized built in gain. NOLs sustained prior to May 30, 2014 will still be constricted by the lower limitation.

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2020. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. As a result, a full valuation continues to be recorded against the Company's net deferred tax assets, with the exception of Israel.

We are subject to taxation in the United States, Indiana and various other state and international jurisdictions. As of December 31, 2020, all tax years from 2008 remain open to examination by the major taxing jurisdictions to which we are subject due to our net operating loss and credit carryforwards from those years. We believe that the income tax filing positions will be sustained on audit and do not anticipate any adjustments that will result in a material change. Therefore, no reserve for uncertain income tax positions has been recorded. Interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes.
At December 31, 2020, our foreign operations held cash totaling $5,398. We have not provided for foreign withholding tax on the undistributed earnings from our non-U.S. subsidiaries that are considered to be indefinitely reinvested. If such earnings were to be distributed, any foreign withholding tax would not be significant.


NOTE 12 - STOCKHOLDERS’ EQUITY

Prior to our IPO, we maintained an Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) that provides for grants of options and restricted stock to employees, directors and associated third-party
117

representatives of our company as determined by the Board of Directors. The 2007 Plan had authorized 1,585,000 shares for award.

Immediately prior to our IPO, we adopted our 2017 Incentive Award Plan (the “2017 Plan”) which replaced the 2007 Plan. The 2017 Plan provides for grants of options and restricted stock to officers, employees, consultants or directors of our Company. The 2017 Plan has authorized 1,789,647 shares for award.

Stock Options

The fair value for options granted at the time of issuance were estimated at the date of grant using a Black-Scholes options pricing model. Significant assumptions included in the option value model include the fair value of our common stock at the grant date, weighted average volatility, risk-free interest rate, dividend yield and the forfeiture rate. There were no stock options granted in any of the periods presented.

Our stock option activity and related information are summarized as follows:
OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Terms (in Years)
Outstanding at January 1, 2018176,959 $29.42 2.0
Forfeited or expired(50,652)$27.61 
Exercised(14,213)$29.85 
Outstanding at December 31, 2018112,094 $30.32 1.8
Forfeited or expired(2,546)$27.61 
Exercised(38,920)$29.3 
Outstanding at December 31, 201970,628 $30.97 1.2
Forfeited or expired(4,556)$30.97 
Exercised(53,270)$30.97 
Outstanding at December 31, 202012,802 $30.97 1.6

Options generally include a time-based vesting schedule permitting the options to vest ratably over three years. At December 31, 2020 and 2019, all options were fully vested.

There was no stock-based compensation expense on stock options for all periods presented.

Restricted Stock

Our restricted stock activity and related information are summarized as follows:
Restricted StockWeighted-Average Remaining Contractual Terms (in Years)
Outstanding at January 1, 2018548,005 0.3
Granted178,543 
Forfeited(1,335)
Outstanding at Vested(547,920)
Outstanding at December 31, 2018177,293 2.2
Granted154,769 
Forfeited(9,616)
Outstanding at Vested(4,444)
Outstanding at December 31, 2019318,002 1.7
Granted164,010 
Forfeited(1,885)
Vested(43,397)
Outstanding at December 31, 2020436,730 1.1
Restricted stock exercisable at December 31, 2020— 

At December 31, 2020, there was $7,114 of unrecognized compensation expense remaining related to our service-based restricted stock awards. The unrecognized compensation cost is expected to be recognized over a
118

weighted average period of 1.1 years. All restricted stock granted prior to May 2014 vested upon our IPO and the remaining grants under the 2007 Plan vested six months after the IPO.

Stock-based compensation expense on restricted stock amounted to $6,196, $2,603 and $3,185 for the years ended December 31, 2020, 2019 and 2018, respectively. The increase in the stock compensation expense for the twelve months ended December 31, 2020 was primarily driven by a third year of restricted stock grants in a three year vesting cycle and one-time stock grants related to executive management transitions that vested immediately resulting in an additional $1,542 of expense.

Warrants

Our warrant activity and related information are summarized below:
WarrantsWeighted-Average Exercise Price
Outstanding at January 1, 201844,101 $27.03 
Forfeited or expired(37,311)$26.89 
Outstanding at December 31, 20186,790 $27.81 
Forfeited or expired(6,386)$27.61 
Outstanding at December 31, 2019404 $30.97 
Forfeited or expired(404)$30.97 
Outstanding at December 31, 2020— 

For all periods presented, the warrants were issued at exercise prices ranging from $26.27 to $30.97 per share. The warrants generally have a 10-year term. No warrants have been exercised during each of the three years in the period ended December 31, 2020. At inception and as of December 31, 2020, 2019 and 2018, no fair value was assigned to the warrants.


NOTE 13 – NET LOSS PER SHARE

The following is a reconciliation of basic and diluted net loss per share attributable to common stockholders:
Year Ended December 31,
202020192018
Net loss from continuing operations$(32,944)$(12,685)$(12,025)
Net loss from discontinued operations— (1,046)— 
Net loss attributable to common stockholders - basic and diluted$(32,944)$(13,731)$(12,025)
Weighted average number of shares - basic and diluted18,056,828 14,624,194 12,567,387 
Net loss from continuing operations per share attributable to common stockholders - basic and diluted
$(1.82)$(0.87)$(0.96)
Net loss from discontinued operations per share attributable to common stockholders - basic and diluted— (0.07)— 
Net loss per share attributable to common stockholders - basic and diluted$(1.82)$(0.94)$(0.96)

Our basic and diluted net loss per share is computed using the two-class method.  The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses.  Non-vested restricted stock that includes non-forfeitable rights to dividends are considered participating securities. 

Because we have incurred a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. The following contingently issuable and convertible equity shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for all periods presented:

119

Year Ended December 31,
202020192018
Restricted stock436,730 318,002 177,293 
Stock options12,802 70,628 112,094 
Warrants— 404 6,790 
449,532 389,034 296,177 


NOTE 14 – BUSINESS SEGMENT

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. We have one operating and reportable segment, OrthoPediatrics, which designs, develops and markets anatomically appropriate implants and devices for children with orthopedic problems. Our chief operating decision-maker, our Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance, accompanied by disaggregated revenue information by product category. We do not assess the performance of our individual product categories on measures of profit or loss, or other asset-based metrics. Therefore, the information below is presented only for revenue by category and geography.

Product sales attributed to a country or region includes product sales to hospitals, physicians and distributors and is based on the final destination where the products are sold. No individual customer accounted for more than 10% of total product sales for any of the periods presented. No customer accounted for more than 10% of consolidated accounts receivable as of December 31, 2020 or 2019.

Disaggregated revenue - product sales by source were as follows:
Year Ended December 31,
Product sales by geographic location:202020192018
U.S.$62,966 $55,055 $43,461 
International8,112 17,497 14,098 
Total$71,078 $72,552 $57,559 

Year Ended December 31,
Product sales by category:202020192018
Trauma and deformity$47,677 $49,371 $39,695 
Scoliosis20,738 21,485 16,662 
Sports medicine/other2,663 1,696 1,202 
Total$71,078 $72,552 $57,559 

No individual country with sales originating outside of the United States accounted for more than 10% of consolidated revenue for the years ended December 31, 2020, 2019 and 2018.


NOTE 15 - RELATED PARTY TRANSACTIONS

In addition to the debt and credit agreements and mortgage with Squadron and its affiliate (refer to Note 6), we currently use Structure Medical, LLC (“Structure Medical”) as one of our suppliers. Structure Medical is affiliated with Squadron and a supplier with which we maintain certain long-term agreements. Our aggregate payments to Structure Medical for inventory purchases were $2,622, $3,933 and $4,026 for the years ended December 31, 2020, 2019 and 2018, respectively.

On December 31, 2019, the Company divested Vilex for $25,000 to an affiliate of Squadron. In conjunction with the divestiture, the Company also entered into an exclusive perpetual license agreement to permit the purchasers of Vilex the ability to access intellectual property and sell products using the external fixation technology of Orthex, LLC to non-pediatric accounts. For the year ended December 31, 2020, sales and payments related to inventory purchases to Squadron's affiliate, now known as Vilex, LLC, were $595 and $2,900, respectively.


120

NOTE 16 - EMPLOYEE BENEFIT PLAN

We have a defined-contribution plan, OrthoPediatrics 401(k) Retirement Plan (the “401(k) Plan”), which includes a cash or deferral (Section 401(k)) arrangement. The 401(k) Plan covers those employees who meet certain eligibility requirements and elect to participate. Employee contributions are limited to the annual amounts permitted under the Internal Revenue Code. The 401(k) Plan allows us to make a discretionary matching contribution. Discretionary matching contributions are determined annually by management. Effective January 1, 2019, we elected to match our employees' 401(k) contributions up to 3% of employees' salary. This was increased to 4% effective January 1, 2020. For the years ended December 31, 2020 and 2019, we matched $439 and $246, respectively of our employees' 401(k) contributions.


NOTE 17 – COMMITMENTS AND CONTINGENCIES

From time to time, we are involved in various legal proceedings arising in the ordinary course of our business. On January 20, 2017, K2M, Inc. filed suit against us in the United States District Court for the District of Delaware (K2M, Inc. v. OrthoPediatrics Corp. et al., Case No. 1:17-cv-0061) seeking unspecified damages for alleged infringement of U.S. Patent No. 9,532,816. The complaint was amended on August 21, 2017 to add, among other things, a claim of patent infringement regarding U.S. Patent No. 9,655,664. These patents relate to certain instruments used in our RESPONSE™ spine systems, which represent a portion of our total scoliosis portfolio. We have denied these claims and responded with counterclaims seeking declaratory relief that the patents in question are both invalid and not infringed. The parties attended a court-ordered mediation on October 24, 2017, which did not resolve the dispute, but as we move forward with this matter we welcome constructive discussions on a negotiated settlement. Nevertheless, we view our case as particularly strong and will continue to vigorously defend this matter. On June 28, 2018, the United States Patent and Trademark Office's Patent Trial and Appeal Board ("PTAB") instituted limited review concerning whether certain third parties had described the invention of certain of K2M's patent claims before allegedly invented by K2M. On July 10, 2018, the Court stayed the litigation pending the outcome of PTAB's review. On June 4, 2019, PTAB completed its review, finding, among other things, insufficient evidence of such description by the third parties. In early October 2019, the Court orally lifted the stay in federal district court. Thereafter, on November 19, 2019, K2M amended its complaint to add two (2) additional issued patents, to add claims of patent infringement regarding U.S. Patent Nos. 10,285,735 and 10,292,736 (both issued in May 2019). Like before, these newly issued patents relate to certain instruments used in our RESPONSE spine systems. Additionally, we have denied these most recent claims and responded with counterclaims seeking declaratory relief that the subject patents are both invalid and not infringed. Moreover, on November 20, 2019, the Court issued its Scheduling Order, which in part, set a trial date for April 12, 2021. Subsequently, the parties attended a second court-ordered mediation on February 25, 2020, which did not resolve the dispute, but we continue to welcome constructive discussions on a negotiated settlement.

Subsequent to year end, we entered into settlement negotiations regarding this matter and anticipate that it will be settled in the near term. However, no assurance can be given that a final settlement will be reached and, were negotiations to cease, we would vigorously defend the claims asserted against us. As intellectual property litigation can involve complex factual and legal questions, an adverse resolution of this proceeding could have a material adverse effect on our business, operating results and financial condition.

On December 30, 2020, Dr. Mark Barry filed suit against us in the United States District Court for the District of Delaware (Barry v. OrthoPediatrics Corp. et al., Case No. 1:20-cv-01786) seeking unspecified damages for alleged infringement of U.S. Patent Nos. 7,670,358; 8,361,121; 9,339,301; 9,668,787; and 9,668,788, which relate to systems and methods concerning derotation of spinal bodies to correct spinal deformities. Intellectual property litigation can involve complex factual and legal questions, and an adverse resolution of this proceeding could have a material adverse effect on our business, operating results and financial condition. The parties reached a verbal settlement in February 2021, but have not finalized the written settlement agreement, and do not expect to do so for several weeks.

As of December 31, 2020, we have accrued $6,342 related to the potential outcome of outstanding legal matters.

We are not presently a party to any other legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate materially affect our financial position or results of operations or cash flows.

As of December 31, 2020, we are contracted to pay royalties to individuals and entities that provide research and development services, which range from 0.5% to 20% of sales. Additionally, we have minimum royalty commitments of $10 annually through 2026.
121


We have products in development that have milestone payments and royalty commitments. In any development project, there are significant variables that will affect the amount and timing of these payments and as of December 31, 2020, we have not been able to determine the amount and timing of payments. We do not anticipate these future payments will have a material impact on our financial results.

NOTE 18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The quarterly financial data presented should be read in conjunction with the consolidated financial statements and related notes.
Three Months Ended
Mar. 31, 2020Jun. 30, 2020Sep. 30, 2020Dec. 31, 2020
Net revenue$16,356 $13,593 $22,205 $18,924 
Gross profit12,213 10,061 17,639 15,118 
Operating loss(4,497)(7,017)(2,498)(12,743)
Loss before income tax benefit(4,945)(9,447)(4,539)(14,736)
Provision for income taxes (benefit)— — — (723)
Net loss (4,945)(9,447)(4,539)(14,013)
Net loss attributable to common stockholders(4,945)(9,447)(4,539)(14,013)
Net loss per share attributable to common stockholders - basic and diluted$(0.30)$(0.54)$(0.24)$(0.73)
Three Months Ended
Mar. 31, 2019Jun. 30, 2019Sep. 30, 2019Dec. 31, 2019
Net revenue$14,656 $18,200 $20,744 $18,952 
Gross profit10,655 13,619 15,895 14,450 
Operating loss(2,717)(1,790)(1,539)(3,031)
Net loss from continuing operations(3,020)(2,459)(2,877)(4,329)
Gain (Loss) from discontinued operations— 159 (213)(1,100)
Net loss(3,020)(2,618)(2,664)(5,429)
Net loss attributable to common stockholders(3,020)(2,618)(2,664)(5,429)
Net loss from continuing operations per share attributable to common stockholders - basic and diluted$(0.21)$(0.17)$(0.19)$(0.29)
Net loss from discontinued operations per share attributable to common stockholders - basic and diluted$— $0.01 $(0.01)$(0.07)
Net loss per share attributable to common stockholders - basic and diluted$(0.21)$(0.16)$(0.20)$(0.36)

During the fourth quarter ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. The aforementioned $2,730 reduction of revenue reduced gross profit in the fourth quarter and total year by $1,115.


NOTE 19. SUBSEQUENT EVENTS

On January 15, 2021, the Company expanded to 14 international agents, broadening its reach into the largest European market of Germany, Austria and Switzerland by converting long-standing distribution partners.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

In connection with its audits for the two most recent fiscal years ended December 31, 2020, there have been no disagreements with the Company’s independent registered public accounting firm on any matter of accounting
122

principles or practices, financial statement disclosure or audit scope or procedure, nor have there been any changes in accountants.

ITEM 9A. CONTROLS AND PROCEDURES

At the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (“Exchange Act”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Management's Report on Internal Control over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

•Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and

•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company.

Management has used the framework set forth in the report entitled Internal Control-Integrated Framework (2013 framework) published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2020. For as long as we remain an "emerging growth company" we are exempt from the auditor attestation requirement in the assessment of the effectiveness of our internal control over financial reporting.

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
123


ITEM 9B. OTHER INFORMATION

None

124

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We will provide information that is responsive to this Item 10 regarding executive compensation in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the caption “Information About Directors,” “Section 16 (a) Beneficial Ownership Reporting Compliance” and possibly elsewhere therein. That information is incorporated in this Item 10 by reference.

ITEM 11. EXECUTIVE COMPENSATION

We will provide information that is responsive to this Item 11 regarding executive compensation in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the caption “Executive Compensation,” and possibly elsewhere therein. That information is incorporated in this Item 11 by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

We will provide information that is responsive to this Item 12 regarding ownership of securities by certain beneficial owners in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report, in either case under the caption “Security Ownership of Certain Beneficial Owners and Management and Related Stockholders,” and possibly elsewhere therein. That information is incorporated in this Item 12 by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We will provide information that is responsive to this Item 13 regarding transactions with related parties and director independence in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this annual report, in either case under the caption “Certain Relationships and Related Transactions,” and possibly elsewhere therein. That information is incorporated in this Item 13 by reference.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

We will provide information that is responsive to this Item 14 regarding principal accounting fees and services in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this annual report, in either case under the caption “Principal Accountant Fees and Services,” and possibly elsewhere therein. That information is incorporated in this Item 14 by reference.
125

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL INFORMATION

(a) 1.    The following financial statements of OrthoPediatrics Corp. are filed as part of this document under Item 8 hereof:
Report of Independent Registered Public Accounting Firm
Consolidated balance sheets at December 31, 2020 and 2019
Consolidated statements of operations, years ended December 31, 2020, 2019 and 2018
Consolidated statements of comprehensive loss, years ended December 31, 2020, 2019 and 2018
Consolidated statements of stockholders' equity (deficit), years ended December 31, 2020, 2019 and 2018
Consolidated statements of cash flows, years ended December 31, 2020, 2019 and 2018
Notes to consolidated financial statements


(a) 2.     Financial statement schedules:

All schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or related notes.


(a) 3.    Exhibits:
Exhibit No:RefDescription of Exhibits:

+
*
*
*
*
*
126

*
*
*
*
+
+
+
+
+
++
++
101.INS+Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)
101.SCH+Inline XBRL Taxonomy Extension Schema Document
101.CAL+Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE+Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)

* Exhibits that describe or evidence management contracts or compensatory plans or arrangements required to be filed as Exhibits to this Report.

+ Exhibits that are filed with this Report (other than through incorporation by reference to other disclosures or exhibits).

++ Furnished and not filed herewith.

w Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedules or exhibits to the SEC upon request.

ITEM 16. FORM 10-K SUMMARY

None.

127

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 11th day of March, 2021.

OrthoPediatrics Corp.

By:/s/ Mark C. Throdahl
Mark C. Throdahl,
Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities indicated, on this 11th day of March, 2021.


/s/ Mark C. Throdahl/s/ Fred L. Hite
Mark C. Throdahl
Chief Executive Officer
(Principal Executive Officer)
Fred L. Hite
Chief Financial Officer and Chief Operating Officer
(Principal Financial and Accounting Officer)
/s/ David R. Bailey/s/ Bernie B. Berry *
David R. Bailey
President
Bernie B. Berry
Director
/s/ Terry D. Schlotterback */s/ Bryan W. Hughes *
Terry D. Schlotterback
Director
Bryan W. Hughes
Director
/s/ Stephen F. Burns */s/ David R. Pelizzon *
Stephen F. Burns
Director
David R. Pelizzon
Director
/s/ Marie C. Infante */s/ Kevin L. Unger *
Marie C. Infante
Director
Kevin L. Unger
Director
/s/ Harold Ruf */s/ Samuel D. Riccitelli *
Harold Ruf
Director
Samuel D. Riccitelli
Director


* By Daniel J. Gerritzen as Attorney-in Fact pursuant to a Limited Power of Attorney executed by the directors listed above, which Power of Attorney is being filed with the Securities and Exchange Commission as an exhibit hereto.

/s/ Daniel J. Gerritzen

Daniel J. Gerritzen

As Attorney-in-Fact
March 11, 2021




128
 EX-4.5 2 exhibit45descriptionofcapi.htm EX-4.5 Document

DESCRIPTION OF ORTHOPEDIATRICS CORP. CAPITAL STOCK

The following description summarizes some of the terms of our capital stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws, and the Delaware General Corporation Law, or the DGCL. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description you should refer to our amended and restated certificate of incorporation, amended and restated bylaws, copies of which have been incorporated by reference as exhibits to this Annual Report on Form 10-K, as well as the relevant provisions of the DGCL.

General

Our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.00025 per share, and 5,000,000 shares of preferred stock, par value $0.00025 per share.

Common Stock

At the close of business on March 9, 2021, we had 19,658,335 shares of common stock outstanding, which were owned by 187 stockholders.

Holders of our common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our common stock do not have cumulative voting rights in the election of directors.

Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution. Holders of our common stock do not have preemptive, subscription, redemption or conversion rights. The common stock will not be subject to further calls or assessment by us. There will be no redemption or sinking fund provisions applicable to the common stock. All shares of our common stock that will be outstanding at the time of the completion of the offering will be fully paid and non-assessable. The rights, powers, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may authorize and issue in the future.

Preferred Stock

As of March 9, 2021, there were no shares of our preferred stock outstanding.

Under the terms of our amended and restated certificate of incorporation, our board of directors has the authority, without further action by our stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the dividend, voting and other rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock.

Options and Restricted Stock

Prior to the completion of our initial public offering in October 2017, we maintained our Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, for purposes of granting options and restricted


stock to employees, directors and associated third-party representatives of the Company. Immediately prior to our initial public offering, a new incentive award plan, the 2017 Plan, was adopted. While we ceased making further awards under the 2007 Plan following the date the 2017 Plan became effective, any outstanding awards granted under the 2007 Plan remain outstanding, subject to the terms of our 2007 Plan and award agreements, until such outstanding awards vest and are exercised (as applicable) or until they terminate or expire by their terms.

As of December 31, 2020, options to purchase 12,802 shares of our common stock at a weighted-average exercise price of  $30.97 were outstanding, all of which were vested and exercisable as of that date. Also as of December 31, 2020, 799,969 shares of our common stock were issued or reserved for future issuance under our 2017 Incentive Award Plan.

Warrants

As of December 31, 2020, there were no warrants outstanding.

Dividends

The DGCL permits a corporation to declare and pay dividends out of  “surplus” or, if there is no “surplus,” out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. “Surplus” is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by the board of directors. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equal the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, remaining capital would be less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

Declaration and payment of any dividend will be subject to the discretion of our board of directors. The time and amount of dividends will be dependent upon our financial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs, restrictions in our debt instruments, industry trends, the provisions of Delaware law affecting the payment of distributions to stockholders and any other factors our board of directors may consider relevant.

We have never declared or paid any cash dividends on our common stock and do not intend to do so in the foreseeable future. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. In addition, our loan agreement with Squadron contains, and the terms of any future credit agreements we enter into may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock.

Annual Stockholder Meetings

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that annual stockholder meetings will be held at a date, time and place, if any, as exclusively selected by our board of directors. To the extent permitted under applicable law, we may conduct meetings by remote communications, including by webcast.

Registration Rights

Pursuant to our registration rights agreement with Squadron and certain other stockholders, or the Registration Rights Agreement, Squadron (together with any Permitted Transferee, as defined in the Registration Rights Agreement) and those other stockholders are entitled to the rights described below with respect to the registration under the Securities Act of the shares of our common stock held by Squadron and such other stockholders. These registration rights terminate when the securities subject to


such rights have been sold pursuant to an effective registration under the Securities Act or pursuant to Rule 144 under the Securities Act.

Demand Registration Rights

If Squadron requests in writing that we file a registration statement on Form S-1, then we may be required to register its shares. Under the terms of the Registration Rights Agreement, we will be obligated to effect at most three registrations in response to these demand registration rights. If Squadron intends to distribute their shares by means of an underwriting, the managing underwriter of such offering will have the right to limit the numbers of shares to be underwritten for reasons related to the marketing of the shares.

Piggyback Registration Rights

If we propose to register any shares of our common stock under the Securities Act, subject to certain exceptions, Squadron and certain other stockholders will be entitled to notice of the registration and to include its shares of registrable securities in the registration. If our proposed registration involves an underwriting, we, in consultation with the managing underwriter of such offering, will have the right to limit the number of shares to be underwritten for reasons related to the marketing of the shares.

Form S-3 Registration Rights

So long as we remain eligible under the Securities Act to register our shares on Form S-3, if Squadron requests in writing that we register its shares for public resale on Form S-3, we will be required to effect such registration, subject to specified exceptions, conditions and limitations, including that the shares to be registered have an anticipated net aggregate offering price of at least $5 million.

Expenses

Other than stock transfer taxes and all discounts, commissions or other amounts payable to underwriters or brokers, we will be required to pay all expenses incurred by us related to any registration effected pursuant to the exercise of these registration rights. These expenses may include all qualification fees, printers’ and accounting fees, fees and disbursements of our counsel, blue sky fees and expenses and the reasonable fees and disbursements of counsel for the selling holders of registrable securities.

Termination of Registration Rights

The registration rights terminate when the securities subject to such rights have been sold pursuant to an effective registration under the Securities Act or pursuant to Rule 144 under the Securities Act.

Anti-Takeover Effects of Provisions of Our Amended and Restated
Certificate of Incorporation, Our Bylaws and Delaware Law

Some provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions could make the following transactions more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions which provide for payment of a premium over the market price for our shares.

These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to


acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Undesignated Preferred Stock

The ability of our board of directors, without action by the stockholders, to issue up to 5,000,000 shares of undesignated preferred stock with voting or other rights or preferences as designated by our board of directors could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.

Stockholder Meetings

Our amended and restated bylaws provide that a special meeting of stockholders may be called only by our chairman of the board, chief executive officer or president, or by a resolution adopted by a majority of our board of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals to be brought before a stockholder meeting and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.

Elimination of Stockholder Action by Written Consent

Our amended and restated certificate of incorporation and amended and restated bylaws eliminate the right of stockholders to act by written consent without a meeting.

Staggered Board

Our board of directors is divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders. This system of electing and removing directors may tend to discourage a third-party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

Removal of Directors

Our amended and restated certificate of incorporation provides that no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any other vote required by law, upon the approval of not less than two-thirds of the total voting power of all of our outstanding voting stock then entitled to vote in the election of directors.

Stockholders Not Entitled to Cumulative Voting

Our amended and restated certificate of incorporation does not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the outstanding shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they choose, other than any directors that holders of our preferred stock may be entitled to elect.

Delaware Anti-Takeover Statute

We are subject to Section 203 of the DGCL, which prohibits persons deemed to be “interested stockholders” from engaging in a “business combination” with a publicly held Delaware corporation for


three years following the date these persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of directors.

Choice of Forum

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative form, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees or agents to us or our stockholders; (3) any action asserting a claim against us arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws; (4) any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or amended and restated bylaws; or (5) any action asserting a claim governed by the internal affairs doctrine. Our amended and restated certificate of incorporation also provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to this choice of forum provision. It is possible that a court of law could rule that the choice of forum provision contained in our amended and restated certificate of incorporation is inapplicable or unenforceable if it is challenged in a proceeding or otherwise.

Amendment of Charter Provisions

The amendment of any of the above provisions, except for the provision making it possible for our board of directors to issue preferred stock, would require approval by holders of at least two-thirds of the total voting power of all of our outstanding voting stock.

The provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

Nasdaq Listing

Our common stock is listed on the Nasdaq Global Market under the symbol “KIDS.”





 EX-21.1 3 exhibit211subsidiariesofor.htm EX-21.1 Document

Subsidiaries of OrthoPediatrics Corp.
As of December 31, 2020

Name of SubsidiaryJurisdiction of Formation
Domestic Subsidiaries:
OrthoPediatrics US Distribution Corp.Delaware
Vilex in Tennessee, Inc.Tennessee
Orthex, LLCTennessee
Telos Partners, LLCColorado
International Subsidiaries:
OrthoPediatrics EU LimitedUnited Kingdom
OrthoPediatrics AUS PTY LTDAustralia
OrthoPediatrics NZ LimitedNew Zealand
OP EU B.V.Netherlands
OP Netherlands B.V.Netherlands
ApiFix Ltd.State of Israel


 EX-23.1 4 deloitteconsent-filing2020.htm EX-23.1 Document


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-220973 on Form S-8 and Registration Statement No. 333-237177 on Form S-3 of our report dated March 11, 2021, relating to the financial statements of OrthoPediatrics Corp. appearing in this Annual Report on Form 10-K for the year ended December 31, 2020.

/s/ DELOITTE & TOUCHE LLP

Indianapolis, Indiana
March 11, 2021

 EX-24.1 5 exhibit24-poa2020.htm EX-24.1 Document

LIMITED POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS that the undersigned directors and officers of OrthoPediatrics Corp., a Delaware corporation (the “Corporation”), hereby constitute and appoint Fred L. Hite and Daniel J. Gerritzen, or either of them acting singly, as the true and lawful agent and attorney-in-fact of the undersigned with full power and authority in said agent and attorney-in-fact to sign for the undersigned and in their respective names as directors and officers of the Corporation on the Annual Report on Form 10-K of the Corporation to be filed with the Securities and Exchange Commission, Washington, D.C., under the Securities Exchange Act of 1934, as amended, and to sign any amendment to such Annual Report on Form 10-K, hereby ratifying and confirming all acts taken by such agent and attorney-in-fact, as herein authorized.

Dated: March 11, 2021


/s/ Mark C. Throdahl/s/ Fred L. Hite
Mark C. Throdahl
President and Chief Executive Officer
(Principal Executive Officer)
Fred L. Hite
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Terry D. Schlotterback/s/ Bernie B. Berry
Terry D. Schlotterback
Director
Bernie B. Berry
Director
/s/ Stephen F. Burns/s/ Bryan W. Hughes
Stephen F. Burns
Director
Bryan W. Hughes
Director
/s/ Marie C. Infante/s/ David R. Pelizzon
Marie C. Infante
Director
David R. Pelizzon
Director
/s/ Harold Ruf/s/ Kevin L. Unger
Harold Ruf
Director
Kevin L. Unger
Director
/s/ Samuel D. Riccitelli
Samuel D. Riccitelli
Director




 EX-31.1 6 exhibit311-ceocertificatio.htm EX-31.1 Document

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark C. Throdahl, certify that:

1.I have reviewed this Annual Report on Form 10-K of OrthoPediatrics Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting principles;

c.    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Mark C. Throdahl
Mark C. Throdahl
Chief Executive Officer
(Principal Executive Officer)

Date:     March 11, 2021


 EX-31.2 7 exhibit312-cfocertificatio.htm EX-31.2 Document

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Fred L. Hite, certify that:

1.I have reviewed this Annual Report on Form 10-K of OrthoPediatrics Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting principles;

c.    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Fred L. Hite
Fred L. Hite
Chief Financial Officer and Chief Operating Officer
(Principal Accounting and Financial Officer)

Date:     March 11, 2021


 EX-32.1 8 exhibit321-ceocertificatio.htm EX-32.1 Document

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of OrthoPediatrics Corp. (the “Company”) for the period ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Mark C. Throdahl, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company.

This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Report.

/s/ Mark C. Throdahl
Mark C. Throdahl
Chief Executive Officer
(Principal Executive Officer)

Date:     March 11, 2021


 EX-32.2 9 exhbit322-cfocertification.htm EX-32.2 Document

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of OrthoPediatrics Corp. (the “Company”) for the period ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Fred L. Hite, Chief Financial Officer and Chief Operating Officer of the Company, hereby certifies, pursuant to 18 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company.

This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Report.

/s/ Fred L. Hite
Fred L. Hite
Chief Financial Officer and Chief Operating Officer
(Principal Accounting and Financial Officer)

Date:     March 11, 2021


 EX-101.SCH 10 kids-20201231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0401401 - Document - Cover link:presentationLink link:calculationLink link:definitionLink 1001001 - Statement - CONSOLIDATED BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 1002002 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1003003 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 1004004 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS link:presentationLink link:calculationLink link:definitionLink 1005005 - Statement - CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) link:presentationLink link:calculationLink link:definitionLink 1006006 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 2101101 - Disclosure - BUSINESS link:presentationLink link:calculationLink link:definitionLink 2402402 - Disclosure - BUSINESS (Details) link:presentationLink link:calculationLink link:definitionLink 2103102 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES link:presentationLink link:calculationLink link:definitionLink 2204201 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:calculationLink link:definitionLink 2305301 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES (Tables) link:presentationLink link:calculationLink link:definitionLink 2406403 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details) link:presentationLink link:calculationLink link:definitionLink 2407404 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Transactions (Details) link:presentationLink link:calculationLink link:definitionLink 2408405 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) link:presentationLink link:calculationLink link:definitionLink 2409406 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) link:presentationLink link:calculationLink link:definitionLink 2410407 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Allowance for Doubtful Accounts (Details) link:presentationLink link:calculationLink link:definitionLink 2411408 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Inventories, net (Details) link:presentationLink link:calculationLink link:definitionLink 2412409 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Costs Related to Offerings (Details) link:presentationLink link:calculationLink link:definitionLink 2413410 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, net (Details) link:presentationLink link:calculationLink link:definitionLink 2414411 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2415412 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Acquisition Payable and Contingent Consideration (Details) link:presentationLink link:calculationLink link:definitionLink 2416413 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Shipping and Handling Costs (Details) link:presentationLink link:calculationLink link:definitionLink 2417414 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) link:presentationLink link:calculationLink link:definitionLink 2418415 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation (Details) link:presentationLink link:calculationLink link:definitionLink 2419416 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Foundation for Advancing Pediatric Orthopedics (Details) link:presentationLink link:calculationLink link:definitionLink 2420417 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Litigation and Contingencies (Details) link:presentationLink link:calculationLink link:definitionLink 2121103 - Disclosure - BUSINESS COMBINATION link:presentationLink link:calculationLink link:definitionLink 2322302 - Disclosure - BUSINESS COMBINATION (Tables) link:presentationLink link:calculationLink link:definitionLink 2423418 - Disclosure - BUSINESS COMBINATION - ApiFix (Details) link:presentationLink link:calculationLink link:definitionLink 2424419 - Disclosure - BUSINESS COMBINATION - ApiFix Consideration (Details) link:presentationLink link:calculationLink link:definitionLink 2425420 - Disclosure - BUSINESS COMBINATION - Summary of the Present Value of Payments (Details) link:presentationLink link:calculationLink link:definitionLink 2426421 - Disclosure - BUSINESS COMBINATION - Telos (Details) link:presentationLink link:calculationLink link:definitionLink 2427422 - Disclosure - BUSINESS COMBINATION - Vilex and Orthex (Details) link:presentationLink link:calculationLink link:definitionLink 2128104 - Disclosure - DISCONTINUED OPERATIONS link:presentationLink link:calculationLink link:definitionLink 2329303 - Disclosure - DISCONTINUED OPERATIONS (Tables) link:presentationLink link:calculationLink link:definitionLink 2430423 - Disclosure - DISCONTINUED OPERATIONS (Details) link:presentationLink link:calculationLink link:definitionLink 2131105 - Disclosure - GOODWILL AND INTANGIBLE ASSETS link:presentationLink link:calculationLink link:definitionLink 2332304 - Disclosure - GOODWILL AND INTANGIBLE ASSETS (Tables) link:presentationLink link:calculationLink link:definitionLink 2433424 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 2434425 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2435426 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2436427 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2137106 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS link:presentationLink link:calculationLink link:definitionLink 2338305 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 2439428 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Assets and Liabilities Measured at Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 2440429 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS - Change in Fair Value of Level 3 Instruments (Details) link:presentationLink link:calculationLink link:definitionLink 2441430 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value Measurements of Contingent Consideration (Details) link:presentationLink link:calculationLink link:definitionLink 2142107 - Disclosure - PROPERTY AND EQUIPMENT, NET link:presentationLink link:calculationLink link:definitionLink 2343306 - Disclosure - PROPERTY AND EQUIPMENT, NET (Tables) link:presentationLink link:calculationLink link:definitionLink 2444431 - Disclosure - PROPERTY AND EQUIPMENT, NET (Details) link:presentationLink link:calculationLink link:definitionLink 2145108 - Disclosure - ACCRUED COMPENSATION AND BENEFITS link:presentationLink link:calculationLink link:definitionLink 2346307 - Disclosure - ACCRUED COMPENSATION AND BENEFITS (Tables) link:presentationLink link:calculationLink link:definitionLink 2447432 - Disclosure - ACCRUED COMPENSATION AND BENEFITS (Details) link:presentationLink link:calculationLink link:definitionLink 2148109 - Disclosure - DEBT AND CREDIT ARRANGEMENTS link:presentationLink link:calculationLink link:definitionLink 2349308 - Disclosure - DEBT AND CREDIT ARRANGEMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 2450433 - Disclosure - DEBT AND CREDIT ARRANGEMENTS - Schedule of Long-term Debt (Details) link:presentationLink link:calculationLink link:definitionLink 2451434 - Disclosure - DEBT AND CREDIT ARRANGEMENTS - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2452435 - Disclosure - DEBT AND CREDIT ARRANGEMENTS - Future Principal Payments (Details) link:presentationLink link:calculationLink link:definitionLink 2153110 - Disclosure - STRATEGIC ARRANGEMENTS link:presentationLink link:calculationLink link:definitionLink 2454436 - Disclosure - STRATEGIC ARRANGEMENTS (Details) link:presentationLink link:calculationLink link:definitionLink 2155111 - Disclosure - INCOME TAXES link:presentationLink link:calculationLink link:definitionLink 2356309 - Disclosure - INCOME TAXES (Tables) link:presentationLink link:calculationLink link:definitionLink 2457437 - Disclosure - INCOME TAXES - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2458438 - Disclosure - INCOME TAXES - Income taxes from continuing and discontinued operations (Details) link:presentationLink link:calculationLink link:definitionLink 2459439 - Disclosure - INCOME TAXES - Components of income from continuing operations before taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2460440 - Disclosure - INCOME TAXES - Components of income tax expense (benefit) (Details) link:presentationLink link:calculationLink link:definitionLink 2461441 - Disclosure - INCOME TAXES - Reconciliation between the effective tax rate and the statutory tax rate (Details) link:presentationLink link:calculationLink link:definitionLink 2462442 - Disclosure - INCOME TAXES - Deferred tax assets and liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2163112 - Disclosure - STOCKHOLDERS' EQUITY link:presentationLink link:calculationLink link:definitionLink 2364310 - Disclosure - STOCKHOLDERS' EQUITY (Tables) link:presentationLink link:calculationLink link:definitionLink 2465443 - Disclosure - STOCKHOLDERS' EQUITY - Stock Options (Details) link:presentationLink link:calculationLink link:definitionLink 2466444 - Disclosure - STOCKHOLDERS' EQUITY - Restricted Stock (Details) link:presentationLink link:calculationLink link:definitionLink 2467445 - Disclosure - STOCKHOLDERS' EQUITY - Warrants (Details) link:presentationLink link:calculationLink link:definitionLink 2168113 - Disclosure - NET LOSS PER SHARE link:presentationLink link:calculationLink link:definitionLink 2369311 - Disclosure - NET LOSS PER SHARE (Tables) link:presentationLink link:calculationLink link:definitionLink 2470446 - Disclosure - NET LOSS PER SHARE - Reconciliation of basic and diluted net loss per share (Details) link:presentationLink link:calculationLink link:definitionLink 2471447 - Disclosure - NET LOSS PER SHARE - Antidilutive Securities (Details) link:presentationLink link:calculationLink link:definitionLink 2172114 - Disclosure - BUSINESS SEGMENT link:presentationLink link:calculationLink link:definitionLink 2373312 - Disclosure - BUSINESS SEGMENT (Tables) link:presentationLink link:calculationLink link:definitionLink 2474448 - Disclosure - BUSINESS SEGMENT - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2475449 - Disclosure - BUSINESS SEGMENT - Schedule of Revenue by Geographical Location (Details) link:presentationLink link:calculationLink link:definitionLink 2476450 - Disclosure - BUSINESS SEGMENT - Schedule of Revenue by Category (Details) link:presentationLink link:calculationLink link:definitionLink 2177115 - Disclosure - RELATED PARTY TRANSACTIONS link:presentationLink link:calculationLink link:definitionLink 2478451 - Disclosure - RELATED PARTY TRANSACTIONS (Details) link:presentationLink link:calculationLink link:definitionLink 2179116 - Disclosure - EMPLOYEE BENEFIT PLAN link:presentationLink link:calculationLink link:definitionLink 2480452 - Disclosure - EMPLOYEE BENEFIT PLAN (Details) link:presentationLink link:calculationLink link:definitionLink 2181117 - Disclosure - COMMITMENTS AND CONTINGENCIES link:presentationLink link:calculationLink link:definitionLink 2482453 - Disclosure - COMMITMENTS AND CONTINGENCIES (Details) link:presentationLink link:calculationLink link:definitionLink 2183118 - Disclosure - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) link:presentationLink link:calculationLink link:definitionLink 2384313 - Disclosure - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) link:presentationLink link:calculationLink link:definitionLink 2485454 - Disclosure - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) link:presentationLink link:calculationLink link:definitionLink 2186119 - Disclosure - SUBSEQUENT EVENTS link:presentationLink link:calculationLink link:definitionLink 2487455 - Disclosure - SUBSEQUENT EVENTS (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 11 kids-20201231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 12 kids-20201231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 13 kids-20201231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Acquisition Payable and Contingent Consideration Business Combinations Policy [Policy Text Block] Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Intangibles Deferred Tax Liabilities, Intangible Assets Document Type Document Type ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Other expense (income) Other Nonoperating Income (Expense) Other income (expense), net Disposal Group, Including Discontinued Operation, Other Expense COMMITMENTS AND CONTINGENCIES Commitments and Contingencies Disclosure [Text Block] Options, granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross Related Party [Axis] Related Party [Axis] Deferred income taxes Deferred tax liability Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities EMPLOYEE BENEFIT PLAN Retirement Benefits [Text Block] Level 3 Fair Value, Inputs, Level 3 [Member] Charges for obsolete inventory Inventory Write-down Measurement period adjustment, decrease in goodwill Measurement period adjustment Goodwill, Purchase Accounting Adjustments Measurement period adjustment, working capital Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Working Capital Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Working Capital System sales payment Business Combination, Contingent Consideration, Revenue Payment Business Combination, Contingent Consideration, Revenue Payment Summary of Warrant Activity Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] License agreements Licensing Agreements [Member] Range [Domain] Statistical Measurement [Domain] LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities and Equity [Abstract] Revolving credit facility with Squadron Line of Credit [Member] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Second Amended Loan Agreement Second Amended Loan Agreement [Member] Second Amended Loan Agreement Deferred income taxes Deferred Income Tax Liabilities, Net Monthly interest and principal installments Debt Instrument, Periodic Payment Security Exchange Name Security Exchange Name Operating lease liabilities Disposal Group, Including Discontinued Operation, Operating Lease Liability Disposal Group, Including Discontinued Operation, Operating Lease Liability Initial public offering costs, capitalized Initial Public Offering Costs, Capitalized Initial Public Offering Costs, Capitalized Trademarks and Trade Names Trademarks and Trade Names [Member] Proceeds from issuance of debt with affiliate Proceeds from Issuance of Long-term Debt Operating loss Operating loss Operating Income (Loss) Total current liabilities Liabilities, Current Accounts Receivable and Allowance for Doubtful Accounts Accounts Receivable [Policy Text Block] Accrued legal settlements Increase (Decrease) In Settlement Liabilities, Current Increase (Decrease) In Settlement Liabilities, Current Scoliosis Spine [Member] Spine [Member] Prepaid expenses and other current assets Prepaid Expense and Other Assets, Current Variable Rate [Domain] Variable Rate [Domain] Net cash used in operating activities - continuing operations Net Cash Provided by (Used in) Operating Activities, Continuing Operations Variable Rate [Axis] Variable Rate [Axis] Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Commitments and contingencies Commitments and Contingencies Change in valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent Restricted stock Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures ASSETS Assets [Abstract] Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Long-term debt with affiliate, net of current portion Notes and Loans, Noncurrent Cash acquired Cash Acquired from Acquisition Vesting period (in years) Vesting period Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Accounting Policies [Abstract] Furniture and fixtures Furniture and Fixtures [Member] Acquisition of ApiFix, net of cash acquired Payments to Acquire Business Two, Net of Cash Acquired Entity Address, State or Province Entity Address, State or Province Vested (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Accounts payable - trade Accounts Payable, Current Foreign currency translation impact Goodwill, Foreign Currency Translation Gain (Loss) Anniversary payments Anniversary Payments Business Combination, Contingent Consideration, Anniversary Payments Business Combination, Contingent Consideration, Anniversary Payments 2023 Long-Term Debt, Maturity, Year Three ACCRUED COMPENSATION AND BENEFITS Accounts Payable and Accrued Liabilities Disclosure [Text Block] First Amended Loan Agreement First Amended Loan Agreement [Member] First Amended Loan Agreement Accumulated deficit Accumulated deficit Retained Earnings (Accumulated Deficit) Payment of revolving credit facility with affiliate Repayments of Lines of Credit Property, plant and equipment Deferred Tax Liabilities, Property, Plant and Equipment Remaining economic useful life (in years) Acquired Finite-lived Intangible Assets, Weighted Average Useful Life Outstanding at period start (in shares) Outstanding at period end (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Property and equipment Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment Payments to related party Related Party Transaction, Purchases from Related Party Shipping and Handling, Billed Shipping and Handling, Billed [Member] Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Measurement period adjustment, deferred tax liability Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax Liability Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax Liability Unborn foreign tax deduction Effective Income Tax Rate Reconciliation, Unborn Foreign Tax, Deduction, Percent Effective Income Tax Rate Reconciliation, Unborn Foreign Tax, Deduction, Percent New Accounting Pronouncements or Change in Accounting Principle [Line Items] New Accounting Pronouncements or Change in Accounting Principle [Line Items] Number of warrants exercised (in shares) Class of Warrant or Right, Exercised Class of Warrant or Right, Exercised Customer [Axis] Customer [Axis] Tax credit carryforward Tax Credit Carryforward, Amount Fair Value by Liability Class [Domain] Fair Value by Liability Class [Domain] Income Taxes Income Tax, Policy [Policy Text Block] Total operating expenses Operating Expenses Common stock, par value (in dollars per share) Common Stock, Par or Stated Value Per Share Instruments Technology Equipment [Member] Valuation Approach and Technique [Domain] Valuation Approach and Technique [Domain] Discounts and commissions Payments of Financing Costs Other long-term liabilities Other Liabilities, Noncurrent Forfeited or expired, weighted-average exercise price (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price Liability Class [Axis] Liability Class [Axis] Fourth Anniversary Fourth Anniversary [Member] Fourth Anniversary Effect of exchange rate changes on cash Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Forfeited or expired (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period Inventories, net Inventory, Net Thereafter Long-Term Debt, Maturity, after Year Five Net revenue Revenue from Contract with Customer, Excluding Assessed Tax Measurement Frequency [Domain] Measurement Frequency [Domain] Advertising costs Advertising Expense Concentration risk percentage Concentration Risk, Percentage Business Acquisition [Axis] Business Acquisition [Axis] Geographical [Domain] Geographical [Domain] Term Note B Term Note B [Member] Term Note B Statement [Line Items] Statement [Line Items] Acquisition consideration (in shares) Stock Issued During Period, Shares, Acquisitions Schedule of Antidilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] Foreign Deferred Foreign Income Tax Expense (Benefit) Computer equipment Computer Equipment [Member] Prepaid expenses and other current assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets Purchase of notes receivable Payments to Acquire Notes Receivable Entity Voluntary Filers Entity Voluntary Filers Acquisition related costs Business Combination, Acquisition Related Costs Contingent consideration ApiFix future consideration, net of current portion Business Combination, Contingent Consideration, Liability, Noncurrent Measurement Input Type [Domain] Measurement Input Type [Domain] Payment of Term Note B with revolving credit facility (See Note 8) Notes Reduction Statement [Table] Statement [Table] Thereafter Finite-Lived Intangible Asset, Expected Amortization, after Year Five Write-offs Accounts Receivable, Allowance for Credit Loss, Writeoff Range [Axis] Statistical Measurement [Axis] Credit Facility [Axis] Credit Facility [Axis] Liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] Deferred income taxes Deferred Income Taxes and Tax Credits Research and Development Arrangement, Contract to Perform for Others, Type [Axis] Research and Development Arrangement, Contract to Perform for Others, Type [Axis] Research and Development Arrangement, Contract to Perform for Others, Type [Domain] Research and Development Arrangement, Contract to Perform for Others, Type [Domain] Warrants exercise price (in dollars per share) Class of Warrant or Right, Exercise Price of Warrants or Rights Foreign Foreign Tax Authority [Member] Revenue reduction to due repurchase of inventory Decrease in Revenue, Inventory Repurchase Decrease in Revenue, Inventory Repurchase Increase of estimated annual limitation of first five years Operating Loss Carryforwards, Limitations on Use, Estimated Amount Subject to Limitation, Annual Limit Increase Operating Loss Carryforwards, Limitations on Use, Estimated Amount Subject to Limitation, Annual Limit Increase Business Combinations [Abstract] Net loss per share attributable to common stockholders - basic and diluted (in dollars per share) Net loss per share attributable to common stockholders - basic and diluted (in dollars per share) Earnings Per Share, Basic and Diluted Anniversary payments Business Combination, Contingent Consideration, Acquisition Installment Payable Business Combination, Contingent Consideration, Acquisition Installment Payable Entity Small Business Entity Small Business Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Common stock issued and sold (in shares) Sale of Stock, Number of Shares Issued in Transaction Royalty Agreement Terms Royalty Agreement Terms [Member] Sales and marketing Disposal Group, Including Discontinued Operation, Selling and Marketing Expense Disposal Group, Including Discontinued Operation, Selling and Marketing Expense DEBT AND CREDIT ARRANGEMENTS Debt Disclosure [Text Block] Fair Value Hierarchy [Domain] Fair Value Hierarchy and NAV [Domain] Net revenue Disposal Group, Including Discontinued Operation, Revenue Proceeds from issuance of common stock, net of issuance costs Proceeds from Issuance of Common Stock Goodwill [Roll Forward] Goodwill [Roll Forward] Amendment Flag Amendment Flag Reconciliation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Third Anniversary Third Anniversary [Member] Third Anniversary Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Contingent consideration, beginning balance Contingent consideration, ending balance Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value Issuance of common stock Business Acquisition, Equity Interest Issued or Issuable, Value Assigned Cost of revenue Disposal Group, Including Discontinued Operation, Costs of Goods Sold Shares available for award (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Research and Development Costs Research and Development Expense, Policy [Policy Text Block] Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] ApiFix ApiFix Ltd. [Member] ApiFix Ltd. Inventories Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory Payments on note with affiliate Payment of revolving credit facility with affiliate Repayments of Related Party Debt Net cash used in operating activities Net Cash Provided by (Used in) Operating Activities Entity Central Index Key Entity Central Index Key Related Party [Domain] Related Party [Domain] Measurement Frequency [Axis] Measurement Frequency [Axis] Legal settlement expenses Litigation Settlement, Expense Number of reporting units Number of Reporting Units Related Party Transaction [Line Items] Related Party Transaction [Line Items] Accrued commissions Accrued Sales Commission Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Schedule of the balances of amortizable intangible assets Schedule of Finite-Lived Intangible Assets [Table Text Block] Total liabilities divested Disposal Group, Including Discontinued Operation, Liabilities Geographical [Axis] Geographical [Axis] SUBSEQUENT EVENTS Subsequent Events [Text Block] Research and Development Arrangement, Contract to Perform for Others [Line Items] Research and Development Arrangement, Contract to Perform for Others [Line Items] CASE Case Western Reserve University [Member] Case Western Reserve University [Member] Band-Lok intangible assets Band-Lok Intangible Assets [Member] Band-Lok Intangible Assets Statement of Cash Flows [Abstract] Litigation and Contingencies Commitments and Contingencies, Policy [Policy Text Block] Pro forma net loss Business Acquisition, Pro Forma Net Income (Loss) 2024 Long-Term Debt, Maturity, Year Four Property, Plant and Equipment, Type [Axis] Long-Lived Tangible Asset [Axis] Customer One Customer One [Member] Customer One Contingent consideration, measurement input Contingent Consideration, Measurement Input Contingent Consideration, Measurement Input Amortizable intangible assets Disposal Group, Including Discontinued Operation, Intangible Assets Income Statement Location [Axis] Income Statement Location [Axis] Allowance for doubtful accounts Balance at beginning of year Balance at end of year Accounts Receivable, Allowance for Credit Loss, Current Acquisition consideration Stock Issued During Period, Value, Acquisitions Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Income Statement Location [Domain] Income Statement Location [Domain] State State and Local Jurisdiction [Member] Indefinite-lived Intangible Assets [Line Items] Indefinite-lived Intangible Assets [Line Items] FINANCING ACTIVITIES Net Cash Provided by (Used in) Financing Activities [Abstract] Loss on divestiture Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax Change in state rate Effective Income Tax Rate Reconciliation, Change In Enacted State Tax Rate, Percent Effective Income Tax Rate Reconciliation, Change In Enacted State Tax Rate, Percent Amortization of expense Amortization of Intangible Assets Acquisition of Vilex and Orthex, net of cash acquired Payments to Acquire Business Three, Net of Cash Acquired Plan Name [Axis] Plan Name [Axis] BUSINESS SEGMENT Segment Reporting Disclosure [Text Block] Issuance of common stock, net of issuance cost Stock Issued During Period, Value, New Issues Cash Equivalents Cash and Cash Equivalents, Fair Value Disclosure Restricted stock (in shares) Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures Concentration Risk [Table] Concentration Risk [Table] Net loss from continuing operations Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent Total assets Assets RELATED PARTY TRANSACTIONS Related Party Transactions Disclosure [Text Block] Impairment of indefinitely-lived tradename assets Impairment of indefinitely-lived assets Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) Business Combination, Contingent Consideration, Anniversary Payments, Present Value Business Combination, Contingent Consideration, Anniversary Payments, Present Value Business Combination, Contingent Consideration, Anniversary Payments, Present Value Outstanding at period start (in shares) Outstanding at period end (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Other intangible assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets Title of 12(b) Security Title of 12(b) Security Disposal Group Classification [Axis] Disposal Group Classification [Axis] Schedule of Accrued Compensation and Benefits Schedule of Accrued Liabilities [Table Text Block] Allocated purchase price Disposal Group, Including Discontinued Operation, Consideration, Assets And Liabilities Disposal Group, Including Discontinued Operation, Consideration, Assets And Liabilities Accounts receivable - trade Increase (Decrease) in Accounts and Notes Receivable Amortizable intangible assets, net Net Intangible Assets Finite-Lived Intangible Assets, Net Subsequent Event Type [Axis] Subsequent Event Type [Axis] Antidilutive Securities [Axis] Antidilutive Securities [Axis] Number of related party suppliers Number Of Related Party Entities, Suppliers Number Of Related Party Entities, Suppliers Minimum annual royalty payment Research and Development Arrangement, Contract to Perform for Others, Minimum Annual Royalty Payment Research and Development Arrangement, Contract to Perform for Others, Minimum Annual Royalty Payment Amortizable Intangible Assets, net Intangible Assets, Finite-Lived, Policy [Policy Text Block] Interest expense, net Interest expense Interest Expense Net proceeds on sale of stock Sale of Stock, Consideration Received on Transaction Depreciation and amortization Depreciation, Depletion and Amortization Schedule of Components of Income Tax Expense (Benefit) Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Cash Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Products and Services [Axis] Product and Service [Axis] Measurement period adjustment, inventory Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory Total liabilities Liabilities Cash Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents Less cash of discontinued operations, end of period Cash, Including Discontinued Operations Unrecognized compensation expense, weighted average period of recognition Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Valuation Approach and Technique [Axis] Valuation Approach and Technique [Axis] SUPPLEMENTAL DISCLOSURES Supplemental Cash Flow Elements [Abstract] International Non-US [Member] 2022 Long-Term Debt, Maturity, Year Two Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Commitments and Contingencies Disclosure [Abstract] Net loss attributable to common stockholders Net loss attributable to common stockholders - basic and diluted Net Income (Loss) Available to Common Stockholders, Basic Level 1 Fair Value, Inputs, Level 1 [Member] Inventories Increase (Decrease) in Inventories STRATEGIC ARRANGEMENTS Research, Development, and Computer Software Disclosure [Text Block] Fair Value, Recurring and Nonrecurring [Table] Fair Value, Recurring and Nonrecurring [Table] Accounts payable - trade Increase (Decrease) in Accounts Payable Restricted Stock Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Other Increase (Decrease) in Other Operating Assets and Liabilities, Net Release of valuation allowance Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Accrued compensation and related costs Accrued Salaries Debt Instrument [Axis] Debt Instrument [Axis] Additional Paid-in Capital Additional Paid-in Capital [Member] Schedule of Total Consideration Transferred After Discounting Future Payments Schedule of Business Acquisitions, by Acquisition [Table Text Block] Milestone payments for FDA approval to sell our products within the United States Research and Development Arrangement, Contract to Perform for Others, Royalty Agreement, Ability to Sell, Milestone Payment Research and Development Arrangement, Contract to Perform for Others, Royalty Agreement, Ability to Sell, Milestone Payment Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Quarterly Financial Information Quarterly Financial Information [Table Text Block] Class of Stock [Line Items] Class of Stock [Line Items] Accrued expenses and other liabilities Increase (Decrease) in Accrued Liabilities Anniversary payments Payment for Contingent Consideration Liability, Investing Activities Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] Issued and sold shares Shares, Issued Adjustments to reconcile net loss to net cash used in operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Unrealized gain (loss) on short-term investments Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax, Portion Attributable to Parent Fair Value of Financial Instruments Fair Value of Financial Instruments, Policy [Policy Text Block] Inventories, net Deferred Tax Assets, Inventory Common stock, shares outstanding (in shares) Balance (in shares) Balance (in shares) Common Stock, Shares, Outstanding Deferred tax assets: Deferred Tax Assets, Net [Abstract] Income Tax Disclosure [Abstract] Schedule of Goodwill [Table] Schedule of Goodwill [Table] Revolving Credit Facility Revolving Credit Facility [Member] Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] Research and development Research and Development Expense IPO IPO [Member] Subsequent Event Subsequent Event [Member] Outstanding at period start, weighted-average exercise price (in dollars per share) Outstanding at period end, weighted-average exercise price (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Comprehensive Income (Loss) Comprehensive Income, Policy [Policy Text Block] Federal Domestic Tax Authority [Member] Royalty Royalty [Member] Acquisition of Telos, net of cash acquired Payments to Acquire Businesses, Net of Cash Acquired Common stock, shares authorized (in shares) Common Stock, Shares Authorized Concentration Risk Type [Axis] Concentration Risk Type [Axis] Property and equipment, gross Property, Plant and Equipment, Gross Proceeds from exercise of stock options Proceeds from Stock Options Exercised Federal Deferred Federal Income Tax Expense (Benefit) Schedule of Product Sales by Category Schedule of Segment Reporting Information, by Segment [Table Text Block] "Emerging Growth Company" Reporting Requirements Emerging Growth Company Reporting Requirements, Policy [Policy Text Block] Emerging Growth Company Reporting Requirements, Policy [Policy Text Block] Income Statement [Abstract] Accumulated Other Comprehensive Income (Loss) AOCI Attributable to Parent [Member] Loss on sale of discontinued operations Gain (Loss) on Disposition of Assets 2024 Finite-Lived Intangible Asset, Expected Amortization, Year Four Prepaid expenses and other current assets Increase (Decrease) in Prepaid Expense and Other Assets Amortizable intangible assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles Royalty payable Accrued Royalties, Current Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Net cash used by operating activities - discontinued operations Cash Provided by (Used in) Operating Activities, Discontinued Operations Contingent consideration liability Contingent Consideration Liability [Member] Contingent Consideration Liability Contingent consideration recorded as a result of the acquisition (Note 3) Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases Disposal Groups, Including Discontinued Operations [Table] Disposal Groups, Including Discontinued Operations [Table] Schedule of Restricted Stock Activity Nonvested Restricted Stock Shares Activity [Table Text Block] Use of Estimates Use of Estimates, Policy [Policy Text Block] Current assets: Assets, Current [Abstract] Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] Income Tax Authority [Domain] Income Tax Authority [Domain] Short term investments Investments, Fair Value Disclosure Business software Software and Software Development Costs [Member] Comprehensive loss Comprehensive Income (Loss), Net of Tax, Attributable to Parent Patents Patents [Member] Schedule of Reconciliation Between the Effective Tax Rate and the Statutory Tax Rate Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] 2021 Long-Term Debt, Maturity, Year One Licenses License [Member] Year Ending December 31: Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] Business Acquisition Anniversary [Axis] Business Acquisition Anniversary [Axis] Business Acquisition Anniversary Counterparty Name [Domain] Counterparty Name [Domain] Purchases of property and equipment Payments to Acquire Property, Plant, and Equipment City Area Code City Area Code 2017 Plan New 2017 Equity Incentive Plan [Member] New 2017 Equity Incentive Plan [Member] Income Tax Authority [Axis] Income Tax Authority [Axis] Document Period End Date Document Period End Date Contingent Consideration Business Combination, Contingent Consideration, Liability Property, Plant and Equipment [Abstract] Loss before income taxes Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest Total accrued compensation and benefits Employee-related Liabilities Accounts payable and accrued liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities Vilex and Orthex Vilex and Orthex [Member] Vilex and Orthex Estimated annual limitation of losses Operating Loss Carryforwards, Limitations on Use, Estimated Amount Subject to Limitation, Annual Limit Operating Loss Carryforwards, Limitations on Use, Estimated Amount Subject to Limitation, Annual Limit Operating Loss Carryforwards [Table] Operating Loss Carryforwards [Table] Note payable to Squadron Notes Payable, Other Payables [Member] Accounts Receivable - trade, less allowance for doubtful accounts Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Stock-based compensation Share-based Payment Arrangement, Noncash Expense Cover [Abstract] Measurement Input Type [Axis] Measurement Input Type [Axis] Acquisition Goodwill, Acquired During Period Percentage of employees' contribution match (up to) Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay System sales payment Business Combination, Contingent Consideration, System Sales Payment Business Combination, Contingent Consideration, System Sales Payment GOODWILL AND INTANGIBLE ASSETS Intangible Assets Disclosure [Text Block] Schedule of Income before Income Tax, Domestic and Foreign Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Depreciable lives (in years) Property, Plant and Equipment, Useful Life Affiliated Entity Affiliated Entity [Member] Goodwill [Line Items] Goodwill [Line Items] Mortgage balance Total debt Long-term Debt Business Combination, Contingent Consideration, Present Value Business Combination, Contingent Consideration, Present Value Business Combination, Contingent Consideration, Present Value Fair Value Disclosures [Abstract] Expected Years Contingent Consideration, Measurement Input, Period Contingent Consideration, Measurement Input, Period 2007 Plan 2007 Equity Incentive Plan [Member] 2007 Equity Incentive Plan [Member] Business Combination, Contingent Consideration, System Sales Payment, Present Value Business Combination, Contingent Consideration, System Sales Payment, Present Value Business Combination, Contingent Consideration, System Sales Payment, Present Value Term of warrants (in years) Class of Warrant or Right, Term Class of Warrant or Right, Term Deferred tax assets (liabilities), net Deferred Tax Assets, Net Customer Relationships Customer Relationships [Member] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Cost of revenue Cost of Goods and Services Sold Revolving Loan Revolving Loan [Member] Revolving Loan Net loss from discontinued operations Net loss from discontinued operations, net of tax Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent Aggregate gross proceeds Proceeds from Issuance or Sale of Equity Equity Components [Axis] Equity Components [Axis] Restricted stock Restricted Stock [Member] Accounts receivable-trade Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables Net loss from discontinued operations per share attributable to common stockholders - basic and diluted (in dollars per share) Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic and Diluted Share Share-based Payment Arrangement [Abstract] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Total deferred tax assets Deferred Tax Assets, Gross Minimum Minimum [Member] Total assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets Summary of Activity in Allowance for Doubtful Accounts Accounts Receivable, Allowance for Credit Loss [Table Text Block] Acquisition installment payable, net of current portion Business Combination, Contingent Consideration, Acquisition Installment Payable, Noncurrent Business Combination, Contingent Consideration, Acquisition Installment Payable, Noncurrent Land Land [Member] Payments on mortgage notes Payments on mortgage notes Repayments of Notes Payable QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Condensed Financial Statements [Text Block] Disposal Group, Including Discontinued Operation, Assets [Abstract] Disposal Group, Including Discontinued Operation, Assets [Abstract] Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] Unrecognized compensation expense Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount Schedule of Business Acquisitions by Acquisition, Contingent Consideration Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] Entity Interactive Data Current Entity Interactive Data Current U.S. UNITED STATES Exercised (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Estimated limitation on losses generated prior to ownership change date Operating Loss Carryforwards, Limitations on Use, Estimated Amount Subject to Limitation Operating Loss Carryforwards, Limitations on Use, Estimated Amount Subject to Limitation FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value Disclosures [Text Block] OPERATING ACTIVITIES Net Cash Provided by (Used in) Operating Activities [Abstract] Schedule of Stock Option Activity Share-based Payment Arrangement, Option, Activity [Table Text Block] Weighted-Average Amortization Period (in years) Finite-Lived Intangible Assets, Remaining Amortization Period Unused commitment fee percentage Line of Credit Facility, Commitment Fee Percentage Stock-Based Compensation Share-based Payment Arrangement [Policy Text Block] Measurement period adjustment, increase in intangibles Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles Customer [Domain] Customer [Domain] Weighted-Average Remaining Contractual Terms (in Years) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] Entity Registrant Name Entity Registrant Name Subsequent Event Type [Domain] Subsequent Event Type [Domain] Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized [Abstract] Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized [Abstract] Business Acquisition [Line Items] Business Acquisition [Line Items] Statement of Stockholders' Equity [Abstract] Concentration Risk [Line Items] Concentration Risk [Line Items] Total deferred tax liabilities Deferred Tax Liabilities, Gross Accounts Receivable, Allowance for Credit Loss [Roll Forward] Accounts Receivable, Allowance for Credit Loss [Roll Forward] Advertising Costs Advertising Cost [Policy Text Block] Shipping and handling costs Shipping and Handling [Member] Weighted-Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Sports medicine/other ACL Reconstruction and Other [Member] ACL Reconstruction and Other [Member] Fair value adjustment of contingent consideration Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability Other expenses: Other Nonoperating Income (Expense) [Abstract] Class of Warrant or Right [Line Items] Class of Warrant or Right [Line Items] Term Note A Term Note A [Member] Term Note A Debt instrument, interest rate, effective percentage Debt Instrument, Interest Rate, Effective Percentage Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Accounts receivable - trade, less allowance for doubtful accounts of $433 and $506, respectively Accounts Receivable, after Allowance for Credit Loss, Current Other Deferred Tax Assets, Other Research and Development [Abstract] Revenue multiplier Business Combination, Contingent Consideration, Revenue Multiplier Business Combination, Contingent Consideration, Revenue Multiplier Second Public Offering Second Public Offering [Member] Second Public Offering Foreign Currency Transactions Foreign Currency Transactions and Translations Policy [Policy Text Block] Operating Loss Carryforwards [Line Items] Operating Loss Carryforwards [Line Items] Sale of Stock [Axis] Sale of Stock [Axis] Other Intangible Assets Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block] Entity Address, Postal Zip Code Entity Address, Postal Zip Code Trademarks Trademarks [Member] Weighted average number of shares - basic and diluted (in shares) Weighted Average Number of Shares Outstanding, Basic and Diluted Net deferred tax assets Deferred Tax Assets, Net of Valuation Allowance Divestiture consideration allocated to assets held for sale (See Note 4) Noncash or Part Noncash Divestiture, Amount Allocated to Assets Held-for-Sale Noncash or Part Noncash Divestiture, Amount Allocated to Assets Held-for-Sale Transfer of instruments from property and equipment to inventory Transfer Of Property And Equipment To Inventory Transfer Of Property And Equipment To Inventory Foreign currency translation adjustment Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent (Decrease) Increase in valuation allowance Other Tax Expense (Benefit) Goodwill Goodwill, beginning balance Goodwill, ending balance Goodwill Income tax expense Discontinued Operation, Tax Effect of Income (Loss) from Discontinued Operation During Phase-out Period Forfeited or expired, weighted average exercise price (in dollars per share) Class of Warrant or Right, Forfeited or Expired, Weighted Average Exercise Price Class of Warrant or Right, Forfeited or Expired, Weighted Average Exercise Price Current portion of acquisition installment payable Business Combination, Contingent Consideration, Acquisition Installment Payable, Current Business Combination, Contingent Consideration, Acquisition Installment Payable, Current Other comprehensive (loss) income, net of tax Other comprehensive income Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent Milestone payment for general product launch Research and Development Arrangement, Contract to Perform for Others, Royalty Agreement, Product Launch, Milestone Payment Research and Development Arrangement, Contract to Perform for Others, Royalty Agreement, Product Launch, Milestone Payment Document Transition Report Document Transition Report Orthex Orthex [Member] Orthex Title of Individual [Axis] Title of Individual [Axis] Fair value assigned to warrants Class of Warrant or Right, Fair Value Assigned Class of Warrant or Right, Fair Value Assigned Deferred: Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Other long-term liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other Warrants Warrant [Member] Warrants outstanding (in shares) Class of Warrant or Right, Outstanding Loss carryforwards Deferred Tax Assets, Operating Loss Carryforwards Class of Warrant or Right [Table] Class of Warrant or Right [Table] Term loan credit facility Debt Instrument, Face Amount Level 2 Fair Value, Inputs, Level 2 [Member] Number of clinical procedures Business Combination, Contingent Consideration, Number of Clinical Procedures Business Combination, Contingent Consideration, Number of Clinical Procedures Divestiture purchase price Disposal Group, Including Discontinued Operation, Consideration Building and building improvements Building and Building Improvements [Member] Schedule of goodwill Schedule of Goodwill [Table Text Block] General and Administrative Expense General and Administrative Expense [Member] Divestiture purchase price, attributable to deferred revenue Disposal Group, Including Discontinued Operation, Consideration, Deferred Revenue Disposal Group, Including Discontinued Operation, Consideration, Deferred Revenue Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Maturities of Long-term Debt [Abstract] Maturities of Long-term Debt [Abstract] DISCONTINUED OPERATIONS Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Accrued legal settlements Estimated Litigation Liability, Current Notes receivable Financing Receivable, after Allowance for Credit Loss, Current Indefinite-lived intangible assets acquired Indefinite-lived Intangible Assets Acquired Subsequent Event [Line Items] Subsequent Event [Line Items] Customer Concentration Risk Customer Concentration Risk [Member] Royalty agreement percentage Research and Development Arrangement, Contract to Perform for Others, Royalty Agreement, Percent Research and Development Arrangement, Contract to Perform for Others, Royalty Agreement, Percent Credit Facility [Domain] Credit Facility [Domain] Other current liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other Schedule of Research and Development Arrangement, Contract to Perform for Others [Table] Schedule of Research and Development Arrangement, Contract to Perform for Others [Table] Number of operating segments Number of Operating Segments Schedule of Indefinite-Lived Intangible Assets [Table] Schedule of Indefinite-Lived Intangible Assets [Table] Entity File Number Entity File Number Forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Debt Disclosure [Abstract] Assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] Sales and marketing Selling and Marketing Expense Finite-lived intangible assets acquired Finite-lived Intangible Assets Acquired Trauma and deformity Trauma and Deformity [Member] Trauma and Deformity [Member] Long-term Purchase Commitment [Line Items] Long-term Purchase Commitment [Line Items] Telos Telos Partners LLC [Member] Telos Partners LLC Other current liabilities Disposal Group, Including Discontinued Operation, Other Liabilities, Current Disposal Groups, Including Discontinued Operations Disposal Groups, Including Discontinued Operations [Table Text Block] Net cash provided by financing activities Net Cash Provided by (Used in) Financing Activities Short-term Debt, Type [Axis] Short-term Debt, Type [Axis] Inventories, net Disposal Group, Including Discontinued Operation, Inventory Trading period (in days) Business Acquisition, Share Price, Trading Period Business Acquisition, Share Price, Trading Period Revenues from External Customers and Long-Lived Assets [Line Items] Revenues from External Customers and Long-Lived Assets [Line Items] Stock-based compensation expense Share-based Payment Arrangement, Expense Disposed of by sale Discontinued Operations, Disposed of by Sale [Member] Reserve for uncertain income tax positions Unrecognized Tax Benefits Counterparty Name [Axis] Counterparty Name [Axis] Common stock, $0.00025 par value; 50,000,000 shares authorized; 19,560,291 shares and 16,723,128 shares issued and outstanding as of December 31, 2020 and December 31, 2019 Common Stock, Value, Issued Goodwill and Intangible Assets Disclosure [Abstract] Disposal Group Name [Axis] Disposal Group Name [Axis] Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] Impairment of finite-lived intangible assets Impairment of Intangible Assets, Finite-lived Document Fiscal Year Focus Document Fiscal Year Focus Document Annual Report Document Annual Report 2022 Finite-Lived Intangible Asset, Expected Amortization, Year Two Goodwill Disposal Group, Including Discontinued Operation, Goodwill Sample inventory Sample Inventory [Member] Sample Inventory [Member] Restricted cash Restricted Cash, Current Less: current maturities Current principal due Long-term Debt, Current Maturities Entity Current Reporting Status Entity Current Reporting Status Prepaid expenses and other current assets Disposal Group, Including Discontinued Operation, Prepaid and Other Assets Public offering price (in dollars per share) Sale of Stock, Price Per Share Fair value adjustment of contingent consideration Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings Volatility factor Measurement Input, Price Volatility [Member] Retirement Benefits [Abstract] Interest carryforward Deferred Tax Assets, Tax Interest Carryforwards Deferred Tax Assets, Tax Interest Carryforwards Total other assets Intangible Assets, Net (Including Goodwill) Subsequent Event [Table] Subsequent Event [Table] Operating lease right-of-use asset Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Right-of-Use Asset Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Right-of-Use Asset Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Less: total net assets Less: total net assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Acquisition installment payable Business Combination, Contingent Consideration, Change in Fair Value, Acquisition Installment Payable Business Combination, Contingent Consideration, Change in Fair Value, Acquisition Installment Payable Common stock (in dollars per share) Business Acquisition, Share Price Computer equipment and software Computer Equipment And Software [Member] Computer Equipment And Software INVESTING ACTIVITIES Net Cash Provided by (Used in) Investing Activities [Abstract] Common stock, shares issued (in shares) Common Stock, Shares, Issued Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Net assets sold Disposal Group, Including Discontinued Operation, Assets, Net Disposal Group, Including Discontinued Operation, Assets, Net Escrow deposit Business Combination, Escrow Deposit Business Combination, Escrow Deposit Warrants forfeited or expired (in shares) Class of Warrant or Right, Forfeited or Expired Class of Warrant or Right, Forfeited or Expired Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Deferred tax assets (liabilities), net Deferred Tax Liabilities, Net Restricted stock exercisable (in shares) Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Other than Options Exercisable Number Long-term debt, net of current maturities Long-term Debt, Excluding Current Maturities Segment Reporting [Abstract] Project [Domain] Project [Domain] Debt Instrument [Line Items] Debt Instrument [Line Items] Statement of Comprehensive Income [Abstract] Total stockholders' equity Balance Balance Stockholders' Equity Attributable to Parent Offering costs Payments of Stock Issuance Costs BUSINESS Nature of Operations [Text Block] Concentration Risk Type [Domain] Concentration Risk Type [Domain] Total consideration Total consideration transferred Business Combination, Consideration Transferred Discounted cash flow, Monte Carlo Valuation Technique, Discounted Cash Flow [Member] Total liabilities and stockholders' equity Liabilities and Equity Consideration for acquisition (in shares) Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Commitment fee Line of Credit Facility, Commitment Fee Amount General and administrative Disposal Group, Including Discontinued Operation, General and Administrative Expense Accumulated other comprehensive income (loss) Accumulated Other Comprehensive Income (Loss), Net of Tax INCOME TAXES Income Tax Disclosure [Text Block] Total long-term liabilities Liabilities, Noncurrent Entity Address, City or Town Entity Address, City or Town Accounts payable - trade Disposal Group, Including Discontinued Operation, Accounts Payable Net loss from continuing operations per share attributable to common stockholders - basic and diluted (in dollars per share) Income (Loss) from Continuing Operations, Per Basic and Diluted Share Accrued compensation and benefits Employee-related Liabilities, Current Fair Value, Hierarchy [Axis] Fair Value Hierarchy and NAV [Axis] Payment of ApiFix transaction related costs Payments for Merger Related Costs Purchases of licenses Payments to Acquire Intangible Assets Net loss on discontinued operations Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax Other assets: Other Assets, Noncurrent [Abstract] Number of international agents Number Of International Agents Number Of International Agents Total liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities Preliminary fair value of estimated total acquisition consideration Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net General and administrative General and Administrative Expense Other intangible assets Disposal Group, Including Discontinued Operation, Other Assets Cash held by foreign operations Undistributed Earnings of Foreign Subsidiaries Intellectual Property Intellectual Property [Member] Antidilutive securities excluded from computation of earnings per share (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Fair value of identifiable intangible assets Intangible Assets Acquired Intangible Assets Acquired Entity Ex Transition Period Entity Ex Transition Period Cost of Revenue Cost of Goods and Services Sold [Policy Text Block] Cost of Goods and Services Sold Indefinite-lived Intangible Assets [Axis] Indefinite-lived Intangible Assets [Axis] Intangible asset, useful life (in years) Finite-Lived Intangible Asset, Useful Life Equity Component [Domain] Equity Component [Domain] Valuation allowance Deferred Tax Assets, Valuation Allowance Executive Officer Executive Officer [Member] Gross profit Gross profit Gross Profit Property and equipment, net Total property and equipment, net Property, Plant and Equipment, Net Construction in progress Construction in Progress [Member] 2023 Finite-Lived Intangible Asset, Expected Amortization, Year Three Total assets divested Disposal Group, Including Discontinued Operation, Assets Entity Tax Identification Number Entity Tax Identification Number Revenue from Contracts with Customers Revenue from Contract with Customer [Policy Text Block] STOCKHOLDERS' EQUITY Share-based Payment Arrangement [Text Block] Net loss Net loss Net Income (Loss) Attributable to Parent Changes in certain current assets and liabilities: Increase (Decrease) in Operating Capital [Abstract] Other current liabilities Other Liabilities, Current Contributions to charity fund Contributions to Charity Fund Contributions to Charity Fund Three month LIBOR London Interbank Offered Rate (LIBOR) [Member] SIGNIFICANT ACCOUNTING POLICIES Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] Property and Equipment, Depreciable Lives Property and Equipment, Depreciable Lives [Table Text Block] Property and Equipment, Depreciable Lives Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Total current assets Assets, Current Current Fiscal Year End Date Current Fiscal Year End Date Operating expenses: Operating Expenses [Abstract] Earnings Per Share [Abstract] Earnings Per Share [Abstract] Loss carryforwards Operating Loss Carryforwards Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Accrued compensation and benefits Disposal Group, Including Discontinued Operation, Postretirement Plan Benefit Obligation Property and equipment, net Disposal Group, Including Discontinued Operation, Property, Plant and Equipment Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] State statutory rate, net of federal benefit Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent Customer Two Customer Two [Member] Customer Two Compensation Related Costs [Abstract] Gain (Loss) from discontinued operations Gain (Loss) on Disposition of Business Disposal Group Name [Domain] Disposal Group Name [Domain] Stockholders' equity: Stockholders' Equity Attributable to Parent [Abstract] Deferred tax liability Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities Internally Developed Software Developed Technology Rights [Member] Options Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Credit carryforwards Deferred Tax Assets, Tax Credit Carryforwards 2025 Finite-Lived Intangible Asset, Expected Amortization, Year Five Document Fiscal Period Focus Document Fiscal Period Focus Disposal Group, Including Discontinued Operation, Liabilities [Abstract] Disposal Group, Including Discontinued Operation, Liabilities [Abstract] Mortgage payable to affiliate Mortgages [Member] Nondeductible/nontaxable or other items Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Entity Filer Category Entity Filer Category Common Stock Common Stock [Member] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Products and Services [Domain] Product and Service [Domain] Property, Plant and Equipment, Type [Domain] Long-Lived Tangible Asset [Domain] Effect of foreign rates different from statutory Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Employee contributions matched Defined Contribution Plan, Cost FMI FMI Hansa Medical Products [Member] FMI Hansa Medical Products [Member] Property and Equipment, Net Property, Plant and Equipment [Table Text Block] Other comprehensive (loss) income: Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent [Abstract] Issuance of common stock, net of issuance cost (in shares) Stock Issued During Period, Shares, New Issues Gross Intangible Assets Finite-Lived Intangible Assets, Gross Sales Revenue, Net Revenue Benchmark [Member] Interest rate Debt Instrument, Interest Rate, Stated Percentage Additions charged to expense Accounts Receivable, Credit Loss Expense (Reversal) Less: accumulated depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Common stock approximate value Business Acquisition, Equity Interest Issued or Issuable, Approximate Value Assigned Business Acquisition, Equity Interest Issued or Issuable, Approximate Value Assigned Stock option exercise (in shares) Exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Escrow deposit period (in months) Business Combination, Escrow Deposit, Maximum Term Business Combination, Escrow Deposit, Maximum Term Related Party Transactions [Abstract] NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect BUSINESS COMBINATION Business Combination Disclosure [Text Block] Total other expenses Nonoperating Income (Expense) Stock options Share-based Payment Arrangement, Option [Member] Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Issuance of common shares in acquisition Stock Issued Debt instrument, basis spread on variable rate Debt Instrument, Basis Spread on Variable Rate Subsequent Events [Abstract] Subsequent Events [Abstract] Business Acquisition Anniversary [Domain] Business Acquisition Anniversary [Domain] Business Acquisition Anniversary Measurement period adjustment, accounts receivable - trade Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets Sale of Stock [Domain] Sale of Stock [Domain] State Deferred State and Local Income Tax Expense (Benefit) 2025 Long-Term Debt, Maturity, Year Five Domestic Income (Loss) from Continuing Operations before Income Taxes, Domestic Plan Name [Domain] Plan Name [Domain] Operating lease right-of-use asset Disposal Group, Including Discontinued Operation, Operating Lease Right-of-Use Asset Disposal Group, Including Discontinued Operation, Operating Lease Right-of-Use Asset Entity Well Known Seasoned Issuer Entity Well-known Seasoned Issuer Cash paid for interest Interest Paid, Excluding Capitalized Interest, Operating Activities Gross profit decrease due to revenue reduction Decrease in Gross Profit, Inventory Purchase Decrease in Gross Profit, Inventory Purchase Additional paid-in capital Additional Paid in Capital Net revenue Revenues 2021 Finite-Lived Intangible Asset, Expected Amortization, Year One Cash, Cash Equivalents and Short-Term Investments Cash and Cash Equivalents, Policy [Policy Text Block] Total tax expense (benefit) Income Tax Expense (Benefit), Intraperiod Tax Allocation Loan Agreement Loan Agreement [Member] Loan Agreement Inventories, net Inventory, Policy [Policy Text Block] Provision for income taxes (benefit) Total income tax expense (benefit) Income Tax Expense (Benefit) Operating lease liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Liability Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Liability Cash and restricted cash, beginning of period Cash and restricted cash, end of period Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Property and Equipment, net Property, Plant and Equipment, Policy [Policy Text Block] Schedule of aggregate future principal payments Schedule of Maturities of Long-term Debt [Table Text Block] New Accounting Pronouncements or Change in Accounting Principle [Table] Accounting Standards Update and Change in Accounting Principle [Table] Title of Individual [Domain] Title of Individual [Domain] Indefinite-lived Intangible Assets, Major Class Name [Domain] Indefinite-lived Intangible Assets, Major Class Name [Domain] Schedule of Product Sales by Geographic Location Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] Long-term Purchase Commitment [Table] Long-term Purchase Commitment [Table] Local Phone Number Local Phone Number Cash consideration Payments to Acquire Businesses, Gross Deferred tax liabilities: Deferred Tax Liabilities, Net [Abstract] Schedule of amortization expense of amortizable intangible assets Finite-lived Intangible Assets Amortization Expense [Table Text Block] Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Income from discontinued operations Discontinued Operation, Tax Effect of Discontinued Operation Non-cash expense related to accelerated vesting of restricted stock Share-based Payment Arrangement, Accelerated Cost Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] Second Anniversary Second Anniversary [Member] Second Anniversary Schedule of long-term debt Schedule of Long-term Debt Instruments [Table Text Block] Depreciation expense Depreciation Vilex Vilex [Member] Vilex Entity Address, Address Line One Entity Address, Address Line One Non-competition Agreements Noncompete Agreements [Member] Project [Axis] Project [Axis] Entity Emerging Growth Company Entity Emerging Growth Company Stock option exercise Stock Issued During Period, Value, Stock Options Exercised Other intangible assets Non-amortizing intangible assets Indefinite-lived Intangible Assets (Excluding Goodwill) Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] Pro forma net revenue Business Acquisition, Pro Forma Revenue Follow-on Offering Follow-on Offering [Member] Follow-on Offering Revolving credit facility Line of Credit Facility, Maximum Borrowing Capacity Band-Lok Band-Lok [Member] Band-Lok Award Type [Axis] Award Type [Axis] Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Maximum Maximum [Member] Pretax net loss of discontinued operations Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, before Income Tax Accrued Settlements Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Legal Settlements Stock based compensation Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost Purchase of short term investments Payments to Acquire Short-term Investments Squadron Squadron [Member] Squadron Accumulated Deficit Retained Earnings [Member] Divestiture of Vilex in Tennessee, Inc. Goodwill, Written off Related to Sale of Business Unit Short-term Debt, Type [Domain] Short-term Debt, Type [Domain] Income tax (expense) benefit Effective Income Tax Rate Reconciliation, Percent Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Sales and Marketing Expenses Sales and Marketing Expense, Policy [Policy Text Block] Sales and Marketing Expense, Policy [Policy Text Block] Net cash used in investing activities Net Cash Provided by (Used in) Investing Activities Weighted-Average Remaining Contractual Terms (in Years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] Weighted-average remaining contractual terms (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Equity Award [Domain] Award Type [Domain] Long-term liabilities: Liabilities, Noncurrent [Abstract] Tax Cuts And Jobs Act Of 2017, change in tax rate, income tax expense (benefit) Tax Cuts and Jobs Act, Change in Tax Rate, Income Tax Expense (Benefit) Trading Symbol Trading Symbol Sales to related party Revenue from Related Parties Shipping and Handling, Not Billed Shipping and Handling, Not Billed [Member] Shipping and Handling, Not Billed Discontinued Operations and Disposal Groups [Abstract] Disposal Group Classification [Domain] Disposal Group Classification [Domain] PROPERTY AND EQUIPMENT, NET Property, Plant and Equipment Disclosure [Text Block] Schedule of Revenues from External Customers and Long-Lived Assets [Table] Schedule of Revenues from External Customers and Long-Lived Assets [Table] Weighted-average remaining contractual terms (in years) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms Assets or liabilities measured at fair value Fair Value, Net Asset (Liability) NET LOSS PER SHARE Earnings Per Share [Text Block] Office and other equipment Office Equipment [Member] Organization, Consolidation and Presentation of Financial Statements [Abstract] Royalty agreement period (in years) Research and Development Arrangement, Contract to Perform for Others, Term Research and Development Arrangement, Contract to Perform for Others, Term Current liabilities: Liabilities, Current [Abstract] Federal statutory rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent Foreign Income (Loss) from Continuing Operations before Income Taxes, Foreign Entity Shell Company Entity Shell Company Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Fair Value, Recurring Fair Value, Recurring [Member] Recent Accounting Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Entity Public Float Entity Public Float Present value discount rate Measurement Input, Discount Rate [Member] Statement of Financial Position [Abstract] Short term investments Short-term Investments EX-101.PRE 14 kids-20201231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT XML 15 kids-20201231_htm.xml IDEA: XBRL DOCUMENT 0001425450 2020-01-01 2020-12-31 0001425450 2020-06-30 0001425450 2021-03-09 0001425450 2020-12-31 0001425450 2019-12-31 0001425450 2019-01-01 2019-12-31 0001425450 2018-01-01 2018-12-31 0001425450 us-gaap:CommonStockMember 2017-12-31 0001425450 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0001425450 us-gaap:RetainedEarningsMember 2017-12-31 0001425450 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001425450 2017-12-31 0001425450 us-gaap:RetainedEarningsMember 2018-01-01 2018-12-31 0001425450 us-gaap:CommonStockMember 2018-01-01 2018-12-31 0001425450 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-12-31 0001425450 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0001425450 us-gaap:CommonStockMember 2018-12-31 0001425450 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001425450 us-gaap:RetainedEarningsMember 2018-12-31 0001425450 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001425450 2018-12-31 0001425450 us-gaap:RetainedEarningsMember 2019-01-01 2019-12-31 0001425450 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0001425450 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0001425450 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-12-31 0001425450 us-gaap:CommonStockMember 2019-12-31 0001425450 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001425450 us-gaap:RetainedEarningsMember 2019-12-31 0001425450 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0001425450 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001425450 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001425450 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001425450 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-12-31 0001425450 us-gaap:CommonStockMember 2020-12-31 0001425450 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001425450 us-gaap:RetainedEarningsMember 2020-12-31 0001425450 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0001425450 kids:BandLokIntangibleAssetsMember 2020-01-01 2020-12-31 0001425450 kids:BandLokIntangibleAssetsMember 2019-01-01 2019-12-31 0001425450 kids:BandLokIntangibleAssetsMember 2018-01-01 2018-12-31 0001425450 us-gaap:LicenseMember 2020-01-01 2020-12-31 0001425450 us-gaap:LicenseMember 2019-01-01 2019-12-31 0001425450 us-gaap:LicenseMember 2018-01-01 2018-12-31 0001425450 kids:VilexAndOrthexMember 2020-01-01 2020-12-31 0001425450 kids:VilexAndOrthexMember 2019-01-01 2019-12-31 0001425450 kids:VilexAndOrthexMember 2018-01-01 2018-12-31 0001425450 kids:TelosPartnersLLCMember 2020-01-01 2020-12-31 0001425450 kids:TelosPartnersLLCMember 2019-01-01 2019-12-31 0001425450 kids:TelosPartnersLLCMember 2018-01-01 2018-12-31 0001425450 kids:ApiFixLtdMember 2020-01-01 2020-12-31 0001425450 kids:ApiFixLtdMember 2019-01-01 2019-12-31 0001425450 kids:ApiFixLtdMember 2018-01-01 2018-12-31 0001425450 kids:BandLokMember 2020-01-01 2020-12-31 0001425450 kids:BandLokMember 2019-01-01 2019-12-31 0001425450 kids:BandLokMember 2018-01-01 2018-12-31 0001425450 kids:VilexAndOrthexMember 2019-06-04 2019-06-04 0001425450 us-gaap:DiscontinuedOperationsDisposedOfBySaleMember 2019-12-31 0001425450 kids:TelosPartnersLLCMember 2020-03-09 2020-03-09 0001425450 kids:ApiFixLtdMember 2020-04-01 2020-04-01 0001425450 kids:ApiFixLtdMember 2020-04-01 0001425450 kids:ApiFixLtdMember kids:SecondAnniversaryMember 2020-04-01 2020-04-01 0001425450 kids:ApiFixLtdMember kids:ThirdAnniversaryMember 2020-04-01 2020-04-01 0001425450 kids:ApiFixLtdMember kids:FourthAnniversaryMember 2020-04-01 2020-04-01 0001425450 kids:BandLokMember 2020-06-10 2020-06-10 0001425450 kids:TermNoteAMember us-gaap:NotesPayableOtherPayablesMember 2020-07-15 2020-07-15 0001425450 kids:SquadronMember kids:FirstAmendedLoanAgreementMember 2020-08-03 0001425450 kids:SquadronMember kids:FirstAmendedLoanAgreementMember 2020-08-04 0001425450 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2020-12-31 0001425450 us-gaap:CommonStockMember kids:SecondPublicOfferingMember 2018-12-11 0001425450 us-gaap:CommonStockMember kids:SecondPublicOfferingMember 2018-12-11 2018-12-11 0001425450 us-gaap:CommonStockMember kids:SecondPublicOfferingMember 2019-12-13 0001425450 us-gaap:CommonStockMember kids:SecondPublicOfferingMember 2019-12-13 2019-12-13 0001425450 kids:FollowOnOfferingMember 2020-06-22 2020-06-22 0001425450 kids:FollowOnOfferingMember 2020-06-22 0001425450 kids:CustomerOneMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2020-01-01 2020-12-31 0001425450 kids:CustomerTwoMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2020-01-01 2020-12-31 0001425450 kids:CustomerOneMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2019-01-01 2019-12-31 0001425450 kids:CustomerTwoMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2019-01-01 2019-12-31 0001425450 kids:CustomerOneMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2018-01-01 2018-12-31 0001425450 kids:CustomerTwoMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2018-01-01 2018-12-31 0001425450 kids:VilexMember 2019-12-31 0001425450 kids:VilexMember 2020-12-31 0001425450 us-gaap:IPOMember 2017-10-12 0001425450 us-gaap:RestrictedStockMember us-gaap:GeneralAndAdministrativeExpenseMember 2018-01-01 2018-12-31 0001425450 us-gaap:IPOMember 2018-12-11 0001425450 us-gaap:IPOMember 2019-12-13 0001425450 us-gaap:IPOMember 2020-06-22 0001425450 srt:MinimumMember us-gaap:BuildingAndBuildingImprovementsMember 2020-01-01 2020-12-31 0001425450 srt:MaximumMember us-gaap:BuildingAndBuildingImprovementsMember 2020-01-01 2020-12-31 0001425450 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2020-01-01 2020-12-31 0001425450 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2020-01-01 2020-12-31 0001425450 srt:MinimumMember us-gaap:ComputerEquipmentMember 2020-01-01 2020-12-31 0001425450 srt:MaximumMember us-gaap:ComputerEquipmentMember 2020-01-01 2020-12-31 0001425450 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2020-01-01 2020-12-31 0001425450 srt:MinimumMember us-gaap:OfficeEquipmentMember 2020-01-01 2020-12-31 0001425450 srt:MaximumMember us-gaap:OfficeEquipmentMember 2020-01-01 2020-12-31 0001425450 us-gaap:TechnologyEquipmentMember 2020-01-01 2020-12-31 0001425450 kids:SampleInventoryMember 2020-01-01 2020-12-31 0001425450 srt:MinimumMember 2020-01-01 2020-12-31 0001425450 srt:MaximumMember 2020-01-01 2020-12-31 0001425450 kids:ContingentConsiderationLiabilityMember 2020-01-01 2020-12-31 0001425450 us-gaap:ShippingAndHandlingMember 2020-01-01 2020-12-31 0001425450 kids:ShippingAndHandlingBilledMember 2020-01-01 2020-12-31 0001425450 kids:ShippingAndHandlingBilledMember 2019-01-01 2019-12-31 0001425450 kids:ShippingAndHandlingBilledMember 2018-01-01 2018-12-31 0001425450 kids:ShippingAndHandlingNotBilledMember 2020-01-01 2020-12-31 0001425450 kids:ShippingAndHandlingNotBilledMember 2019-01-01 2019-12-31 0001425450 kids:ShippingAndHandlingNotBilledMember 2018-01-01 2018-12-31 0001425450 kids:A2007EquityIncentivePlanMember 2020-12-31 0001425450 kids:New2017EquityIncentivePlanMember 2020-12-31 0001425450 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001425450 srt:MaximumMember us-gaap:RestrictedStockMember 2020-01-01 2020-12-31 0001425450 kids:ApiFixLtdMember 2020-12-31 0001425450 kids:ApiFixLtdMember us-gaap:TrademarksMember 2020-04-01 2020-04-01 0001425450 kids:ApiFixLtdMember us-gaap:PatentsMember 2020-04-01 2020-04-01 0001425450 kids:ApiFixLtdMember us-gaap:CustomerRelationshipsMember 2020-04-01 2020-04-01 0001425450 kids:ApiFixLtdMember us-gaap:NoncompeteAgreementsMember 2020-04-01 2020-04-01 0001425450 kids:ApiFixLtdMember 2020-04-01 2020-12-31 0001425450 kids:ApiFixLtdMember kids:SecondAnniversaryMember 2020-04-01 0001425450 kids:ApiFixLtdMember kids:SecondAnniversaryMember 2020-12-31 0001425450 kids:ApiFixLtdMember kids:ThirdAnniversaryMember 2020-04-01 0001425450 kids:ApiFixLtdMember kids:ThirdAnniversaryMember 2020-12-31 0001425450 kids:ApiFixLtdMember kids:FourthAnniversaryMember 2020-04-01 0001425450 kids:ApiFixLtdMember kids:FourthAnniversaryMember 2020-12-31 0001425450 kids:TelosPartnersLLCMember 2020-03-09 0001425450 kids:TelosPartnersLLCMember us-gaap:TrademarksAndTradeNamesMember 2020-03-09 2020-03-09 0001425450 kids:TelosPartnersLLCMember us-gaap:CustomerRelationshipsMember 2020-03-09 2020-03-09 0001425450 kids:TelosPartnersLLCMember us-gaap:NoncompeteAgreementsMember 2020-03-09 2020-03-09 0001425450 kids:VilexAndOrthexMember 2019-06-04 0001425450 2019-06-04 2019-06-04 0001425450 kids:VilexAndOrthexMember 2019-06-05 2019-12-31 0001425450 kids:VilexAndOrthexMember us-gaap:TrademarksAndTradeNamesMember 2019-06-04 2019-06-04 0001425450 kids:VilexAndOrthexMember us-gaap:PatentsMember 2019-06-04 2019-06-04 0001425450 kids:VilexAndOrthexMember us-gaap:DevelopedTechnologyRightsMember 2019-06-04 2019-06-04 0001425450 kids:VilexAndOrthexMember us-gaap:CustomerRelationshipsMember 2019-06-04 2019-06-04 0001425450 kids:VilexAndOrthexMember us-gaap:NoncompeteAgreementsMember 2019-06-04 2019-06-04 0001425450 us-gaap:DiscontinuedOperationsDisposedOfBySaleMember 2019-01-01 2019-12-31 0001425450 kids:OrthexMember 2020-01-01 2020-12-31 0001425450 us-gaap:PatentsMember 2020-01-01 2020-12-31 0001425450 us-gaap:PatentsMember 2020-12-31 0001425450 us-gaap:IntellectualPropertyMember 2020-01-01 2020-12-31 0001425450 us-gaap:IntellectualPropertyMember 2020-12-31 0001425450 us-gaap:LicensingAgreementsMember 2020-01-01 2020-12-31 0001425450 us-gaap:LicensingAgreementsMember 2020-12-31 0001425450 us-gaap:PatentsMember 2019-01-01 2019-12-31 0001425450 us-gaap:PatentsMember 2019-12-31 0001425450 us-gaap:IntellectualPropertyMember 2019-01-01 2019-12-31 0001425450 us-gaap:IntellectualPropertyMember 2019-12-31 0001425450 us-gaap:LicensingAgreementsMember 2019-01-01 2019-12-31 0001425450 us-gaap:LicensingAgreementsMember 2019-12-31 0001425450 us-gaap:TrademarksMember 2020-12-31 0001425450 us-gaap:TrademarksMember 2019-12-31 0001425450 kids:OrthexMember us-gaap:TrademarksMember 2019-06-04 2019-06-04 0001425450 kids:TelosPartnersLLCMember us-gaap:TrademarksMember 2020-03-09 2020-03-09 0001425450 us-gaap:IntellectualPropertyMember 2020-06-10 2020-06-10 0001425450 us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001425450 us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001425450 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001425450 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001425450 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001425450 us-gaap:FairValueInputsLevel3Member kids:ContingentConsiderationLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001425450 us-gaap:FairValueInputsLevel3Member kids:ContingentConsiderationLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2020-01-01 2020-12-31 0001425450 us-gaap:FairValueInputsLevel3Member kids:ContingentConsiderationLiabilityMember 2020-01-01 2020-12-31 0001425450 us-gaap:FairValueInputsLevel3Member kids:ContingentConsiderationLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001425450 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MeasurementInputDiscountRateMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-04-01 0001425450 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MeasurementInputDiscountRateMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-12-31 0001425450 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MeasurementInputPriceVolatilityMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-04-01 0001425450 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MeasurementInputPriceVolatilityMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-12-31 0001425450 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-04-01 2020-04-01 0001425450 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:ValuationTechniqueDiscountedCashFlowMember 2020-12-31 2020-12-31 0001425450 us-gaap:LandMember 2020-12-31 0001425450 us-gaap:LandMember 2019-12-31 0001425450 us-gaap:BuildingAndBuildingImprovementsMember 2020-12-31 0001425450 us-gaap:BuildingAndBuildingImprovementsMember 2019-12-31 0001425450 kids:ComputerEquipmentAndSoftwareMember 2020-12-31 0001425450 kids:ComputerEquipmentAndSoftwareMember 2019-12-31 0001425450 us-gaap:OfficeEquipmentMember 2020-12-31 0001425450 us-gaap:OfficeEquipmentMember 2019-12-31 0001425450 us-gaap:TechnologyEquipmentMember 2020-12-31 0001425450 us-gaap:TechnologyEquipmentMember 2019-12-31 0001425450 kids:SampleInventoryMember 2020-12-31 0001425450 kids:SampleInventoryMember 2019-12-31 0001425450 us-gaap:ConstructionInProgressMember 2020-12-31 0001425450 us-gaap:ConstructionInProgressMember 2019-12-31 0001425450 us-gaap:NotesPayableOtherPayablesMember 2020-12-31 0001425450 us-gaap:NotesPayableOtherPayablesMember 2019-12-31 0001425450 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2019-12-31 0001425450 us-gaap:MortgagesMember 2020-12-31 0001425450 us-gaap:MortgagesMember 2019-12-31 0001425450 us-gaap:NotesPayableOtherPayablesMember 2017-12-31 0001425450 us-gaap:RevolvingCreditFacilityMember 2017-12-31 0001425450 us-gaap:RevolvingCreditFacilityMember us-gaap:LondonInterbankOfferedRateLIBORMember 2017-12-31 2017-12-31 0001425450 kids:LoanAgreementMember us-gaap:LineOfCreditMember 2019-06-04 0001425450 us-gaap:RevolvingCreditFacilityMember kids:LoanAgreementMember us-gaap:LineOfCreditMember us-gaap:LondonInterbankOfferedRateLIBORMember 2019-01-01 2019-12-31 0001425450 us-gaap:RevolvingCreditFacilityMember kids:LoanAgreementMember us-gaap:LineOfCreditMember 2019-12-31 0001425450 kids:SquadronMember kids:TermNoteBMember srt:AffiliatedEntityMember 2019-12-31 2019-12-31 0001425450 kids:SquadronMember kids:RevolvingLoanMember srt:AffiliatedEntityMember us-gaap:LineOfCreditMember 2019-12-31 2019-12-31 0001425450 kids:SquadronMember kids:RevolvingLoanMember srt:AffiliatedEntityMember 2020-01-04 2020-01-04 0001425450 kids:SquadronMember 2020-08-04 2020-08-04 0001425450 kids:SquadronMember 2020-01-01 2020-12-31 0001425450 kids:SquadronMember kids:SecondAmendedLoanAgreementMember us-gaap:LondonInterbankOfferedRateLIBORMember 2020-08-04 2020-08-04 0001425450 kids:SquadronMember kids:SecondAmendedLoanAgreementMember 2020-08-04 0001425450 us-gaap:MortgagesMember 2020-01-01 2020-12-31 0001425450 us-gaap:NotesPayableOtherPayablesMember 2020-01-01 2020-12-31 0001425450 us-gaap:NotesPayableOtherPayablesMember 2019-01-01 2019-12-31 0001425450 us-gaap:NotesPayableOtherPayablesMember 2018-01-01 2018-12-31 0001425450 kids:CaseWesternReserveUniversityMember us-gaap:RoyaltyAgreementTermsMember 2007-12-01 2007-12-01 0001425450 kids:CaseWesternReserveUniversityMember us-gaap:RoyaltyAgreementTermsMember 2017-08-02 2017-08-02 0001425450 kids:CaseWesternReserveUniversityMember us-gaap:RoyaltyAgreementTermsMember 2020-01-01 2020-12-31 0001425450 us-gaap:RoyaltyMember kids:CaseWesternReserveUniversityMember us-gaap:RoyaltyAgreementTermsMember 2020-01-01 2020-12-31 0001425450 us-gaap:RoyaltyMember kids:CaseWesternReserveUniversityMember us-gaap:RoyaltyAgreementTermsMember 2019-01-01 2019-12-31 0001425450 us-gaap:RoyaltyMember kids:CaseWesternReserveUniversityMember us-gaap:RoyaltyAgreementTermsMember 2018-01-01 2018-12-31 0001425450 kids:CaseWesternReserveUniversityMember us-gaap:RoyaltyAgreementTermsMember 2020-12-31 0001425450 kids:CaseWesternReserveUniversityMember us-gaap:RoyaltyAgreementTermsMember 2019-12-31 0001425450 kids:VilexMember 2019-01-01 2019-12-31 0001425450 us-gaap:DomesticCountryMember 2019-12-31 0001425450 us-gaap:StateAndLocalJurisdictionMember 2019-12-31 0001425450 us-gaap:ForeignCountryMember 2019-12-31 0001425450 2014-05-30 0001425450 2018-12-11 0001425450 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0001425450 us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0001425450 us-gaap:EmployeeStockOptionMember 2017-12-31 0001425450 us-gaap:EmployeeStockOptionMember 2017-01-01 2017-12-31 0001425450 us-gaap:EmployeeStockOptionMember 2018-12-31 0001425450 us-gaap:EmployeeStockOptionMember 2019-12-31 0001425450 us-gaap:EmployeeStockOptionMember 2020-12-31 0001425450 us-gaap:RestrictedStockMember 2017-12-31 0001425450 us-gaap:RestrictedStockMember 2017-01-01 2017-12-31 0001425450 us-gaap:RestrictedStockMember 2018-01-01 2018-12-31 0001425450 us-gaap:RestrictedStockMember 2018-12-31 0001425450 us-gaap:RestrictedStockMember 2019-01-01 2019-12-31 0001425450 us-gaap:RestrictedStockMember 2019-12-31 0001425450 us-gaap:RestrictedStockMember 2020-01-01 2020-12-31 0001425450 us-gaap:RestrictedStockMember 2020-12-31 0001425450 us-gaap:RestrictedStockMember kids:A2007EquityIncentivePlanMember 2020-01-01 2020-12-31 0001425450 srt:ExecutiveOfficerMember us-gaap:RestrictedStockMember 2020-01-01 2020-12-31 0001425450 srt:MinimumMember 2020-12-31 0001425450 srt:MaximumMember 2020-12-31 0001425450 us-gaap:RestrictedStockMember 2020-01-01 2020-12-31 0001425450 us-gaap:RestrictedStockMember 2019-01-01 2019-12-31 0001425450 us-gaap:RestrictedStockMember 2018-01-01 2018-12-31 0001425450 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001425450 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0001425450 us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0001425450 us-gaap:WarrantMember 2020-01-01 2020-12-31 0001425450 us-gaap:WarrantMember 2019-01-01 2019-12-31 0001425450 us-gaap:WarrantMember 2018-01-01 2018-12-31 0001425450 country:US 2020-01-01 2020-12-31 0001425450 country:US 2019-01-01 2019-12-31 0001425450 country:US 2018-01-01 2018-12-31 0001425450 us-gaap:NonUsMember 2020-01-01 2020-12-31 0001425450 us-gaap:NonUsMember 2019-01-01 2019-12-31 0001425450 us-gaap:NonUsMember 2018-01-01 2018-12-31 0001425450 kids:TraumaandDeformityMember 2020-01-01 2020-12-31 0001425450 kids:TraumaandDeformityMember 2019-01-01 2019-12-31 0001425450 kids:TraumaandDeformityMember 2018-01-01 2018-12-31 0001425450 kids:SpineMember 2020-01-01 2020-12-31 0001425450 kids:SpineMember 2019-01-01 2019-12-31 0001425450 kids:SpineMember 2018-01-01 2018-12-31 0001425450 kids:ACLReconstructionandOtherMember 2020-01-01 2020-12-31 0001425450 kids:ACLReconstructionandOtherMember 2019-01-01 2019-12-31 0001425450 kids:ACLReconstructionandOtherMember 2018-01-01 2018-12-31 0001425450 kids:FMIHansaMedicalProductsMember srt:AffiliatedEntityMember 2020-01-01 2020-12-31 0001425450 kids:FMIHansaMedicalProductsMember srt:AffiliatedEntityMember 2019-01-01 2019-12-31 0001425450 kids:FMIHansaMedicalProductsMember srt:AffiliatedEntityMember 2018-01-01 2018-12-31 0001425450 kids:VilexMember srt:AffiliatedEntityMember 2020-01-01 2020-12-31 0001425450 2020-01-01 2020-03-31 0001425450 2020-04-01 2020-06-30 0001425450 2020-07-01 2020-09-30 0001425450 2020-10-01 2020-12-31 0001425450 2019-01-01 2019-03-31 0001425450 2019-04-01 2019-06-30 0001425450 2019-07-01 2019-09-30 0001425450 2019-10-01 2019-12-31 0001425450 us-gaap:SubsequentEventMember 2021-01-15 iso4217:USD shares iso4217:USD shares kids:clinicalProcedure pure iso4217:EUR kids:reportingUnit kids:segment kids:supplier kids:internationalAgent FY false 2020 0001425450 P3Y P30D P3Y 10-K true 2020-12-31 --12-31 false 001-38242 ORTHOPEDIATRICS CORP DE 26-1761833 2850 Frontier Drive Warsaw IN 46582 574 268-6379 Common Stock, $0.00025 par value per share KIDS NASDAQ No No Yes Yes Non-accelerated Filer false true true false false 593700000 19658335 28758000 70777000 1374000 1250000 55141000 0 433000 506000 17212000 16003000 52989000 38000000 337000 564000 2618000 1464000 158429000 128058000 27227000 21349000 50284000 14484000 70511000 13773000 13961000 4490000 134756000 32747000 320412000 182154000 10038000 6467000 4540000 4349000 6342000 0 131000 124000 12233000 0 1744000 2723000 35028000 13663000 1044000 26067000 12784000 0 30710000 0 5755000 0 323000 63000 50616000 26130000 85644000 39793000 0.00025 0.00025 50000000 50000000 19560291 19560291 16723128 16723128 5000 4000 388622000 271182000 -161766000 -128822000 7907000 -3000 234768000 142361000 320412000 182154000 71078000 72552000 57559000 16047000 17933000 14879000 55031000 54619000 42680000 31854000 31284000 26563000 38317000 26664000 20938000 6342000 0 0 5273000 5748000 4732000 81786000 63696000 52233000 -26755000 -9077000 -9553000 3412000 3538000 2255000 3520000 0 0 20000 -70000 -217000 -6912000 -3608000 -2472000 -33667000 -12685000 -12025000 -723000 0 0 -32944000 -12685000 -12025000 0 -1046000 0 -32944000 -13731000 -12025000 -32944000 -13731000 -12025000 18056828 14624194 12567387 -1.82 -0.87 -0.96 0 -0.07 0 -1.82 -0.94 -0.96 -32944000 -13731000 -12025000 7857000 620000 -758000 53000 0 0 7910000 620000 -758000 -25034000 -13111000 -12783000 12621781 2000 150424000 -103066000 135000 47495000 -12025000 -12025000 177208 1000 3185000 3186000 14213 410000 410000 1725000 1000 43423000 43424000 -758000 -758000 14538202 4000 197442000 -115091000 -623000 81732000 -13731000 -13731000 245352 10000000 10000000 145153 2603000 2603000 38921 1141000 1141000 1755500 59996000 59996000 620000 620000 16723128 4000 271182000 -128822000 -3000 142361000 -32944000 -32944000 162125 6196000 6196000 53270 1650000 1650000 1025782 39388000 39388000 1595986 1000 70206000 70207000 7910000 7910000 19560291 5000 388622000 -161766000 7907000 234768000 -32944000 -13731000 -12025000 0 -210000 0 8010000 4671000 2892000 6196000 2603000 3185000 3520000 0 0 2397000 0 0 -723000 0 0 451000 5820000 3801000 12070000 9767000 4801000 719000 137000 425000 3071000 2401000 -1524000 6342000 0 0 -1074000 1946000 947000 85000 1000 31000 -18530000 -17625000 -15583000 0 -144000 0 -18530000 -17769000 -15583000 1670000 0 0 1723000 0 0 796000 0 0 0 49836000 0 0 0 502000 0 270000 210000 55000000 0 0 10504000 11816000 5253000 -69693000 -61922000 -5965000 25000000 0 0 0 30000000 0 0 0 4065000 70207000 59996000 43425000 1650000 1141000 410000 125000 118000 113000 46732000 91019000 39657000 -404000 8000 0 -41895000 11336000 18109000 72027000 60691000 42582000 30132000 72027000 60691000 1233000 4229000 2255000 415000 1037000 362000 0 10000000 0 1568000 0 0 35176000 0 0 2644000 0 0 0 25000000 0 0 5000000 0 BUSINESS <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">OrthoPediatrics Corp., a Delaware corporation, is a medical device company committed to designing, developing and marketing anatomically appropriate implants and devices for children with orthopedic conditions, giving pediatric orthopedic surgeons and caregivers the ability to treat children with technologies specifically designed to meet their needs. We sell our specialized products, including PediLoc</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, PediPlates</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, Cannulated Screws, PediFlex</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:4.22pt;font-weight:400;line-height:120%;position:relative;top:-2.27pt;vertical-align:baseline">TM</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">nail, PediNail</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:4.22pt;font-weight:400;line-height:120%;position:relative;top:-2.27pt;vertical-align:baseline">TM</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, PediLoc</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Tibia, ACL Reconstruction System, Locking Cannulated Blade, Locking Proximal Femur, Spica Tables, RESPONSE</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:4.22pt;font-weight:400;line-height:120%;position:relative;top:-2.27pt;vertical-align:baseline">TM</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Spine, BandLoc</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:4.22pt;font-weight:400;line-height:120%;position:relative;top:-2.27pt;vertical-align:baseline">TM</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, Pediguard, Pediatric Nailing Platform | Femur, Orthex, QuickPack</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:4.22pt;font-weight:400;line-height:120%;position:relative;top:-2.27pt;vertical-align:baseline">TM </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> and ApiFix</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">®</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Mid-C System, to various hospitals and medical facilities throughout the United States and various international markets. We currently use a contract manufacturing model for the manufacturing of implants and related surgical instrumentation. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:123%">In 2017, we expanded operations and established legal entities in the United Kingdom, Australia and New Zealand, permitting us to sell under an agency model direct to local hospitals in these countries. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On June 4, 2019, we purchased all the issued and outstanding shares of stock of Vilex in Tennessee, Inc. ("Vilex") and all the issued and outstanding units of membership interests in Orthex, LLC ("Orthex") for $60,000 in total consideration. Vilex and Orthex are primarily manufacturers of foot and ankle surgical implants, including cannulated screws, fusion devices, surgical staples and bone plates, as well as Orthex Hexapod technology which is used to treat pediatrics congenital deformities and limb length discrepancies (refer to Note 3).</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 31, 2019, we divested substantially all of the assets relating to Vilex's adult product offerings to a wholly-owned subsidiary of Squadron Capital LLC ("Squadron") in exchange for a $25,000 reduction in a Term Note owed to Squadron in connection with the initial acquisition. As part of the sale, we also executed an exclusive license arrangement with Squadron providing for perpetual access to certain intellectual property and a mutual distribution agreement (refer to Note 4). </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On March 9, 2020, we purchased all the issued and outstanding membership interest of Telos Partners, LLC ("Telos") for $3,300 in total consideration. Telos is a boutique regulatory consulting firm formed in Colorado (refer to Note 3).</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On April 1, 2020, we purchased all the issued and outstanding membership interest of ApiFix, Ltd. ("ApiFix") for (a) $2,000 in cash, and (b) 934,783 shares of the Company's common stock, $0.00025 par value per share, representing approximately $35,000 (based on a closing share price of $37.63 on April 1, 2020. ApiFix, a corporation organized under the laws of Israel, has developed a minimally invasive deformity correction system for patients with adolescent idiopathic scoliosis ("ApiFix System"). In addition, we have also agreed to pay as part of the purchase price the following anniversary payments, subject to certain limitations and adjustments: (i) approximately $13,000 on the second anniversary of the closing date, provided that such payment will be paid earlier if 150 clinical procedures using the ApiFix System are completed in the United States before such anniversary date, (ii) $8,000 on the third anniversary of the closing date; and (iii) $9,000 on the fourth anniversary of the closing date. In addition, to the extent that the product of our revenues from the ApiFix System for the twelve months ended June 30, 2024 multiplied by 2.25 exceeds the anniversary payments actually made for the third and fourth years, we have agreed to pay the selling shareholders a system sales payment in the amount of such excess. The anniversary payments and system sales payment may each be made in cash or cash and common stock (refer to Note 3).</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On June 10, 2020, we purchased certain intellectual property assets from Band-Lok, LLC, a North Carolina limited liability company ("Band-Lok"), related to its Tether Clamp and Implantation System ("Tether Clamp System") for approximately $3,400 in total consideration. We use the Tether Clamp System in connection with our Bandloc </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">5.5/6.0 System. We were previously the sole licensee of the purchased assets under a license agreement with Band-Lok (refer to Note 3).</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our largest investor is Squadron, a private investment firm based in Granby, Connecticut. </span></div>A novel strain of the coronavirus disease ("COVID-19") was first identified in Wuhan, China in December 2019, and the related outbreak was subsequently declared a pandemic by the World Health Organization and a national emergency by the President of the United States. As a result of the pandemic, we have experienced significant business disruption. For example, in preparation for COVID-19-related hospitalizations, various governments, governmental agencies and hospital administrators have instructed hospitals to postpone some elective procedures. As a majority of our products are utilized in elective surgeries or procedures, the deferrals of such surgeries and procedures have had, and may continue to have, a significant negative impact on our business and results of operations. Despite the impact COVID-19 has had on our business, we continued to invest in research and development, invest in our people, and take steps to position ourselves for long-term success. During 2020, we raised additional capital to solidify our financial foundation. We continued to train and educate our sales team and our surgeons on our products. During 2020, we continued to focus on developing innovative solutions, acquired multiple enabling technologies and continued to deploy additional consigned instrument and implant sets in furtherance of our strategy. The extent to which COVID-19 may continue to negatively impact the Company's consolidated financial position, results of operations or cash flows is uncertain and will be closely monitored. 60000000 25000000 3300000 2000000 934783 0.00025 35000000 37.63 13000000 150 8000000 9000000 2.25 3400000 SIGNIFICANT ACCOUNTING POLICIES<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Basis of Presentation</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accompanying consolidated financial statements include the accounts of OrthoPediatrics Corp. and its wholly-owned subsidiaries, OrthoPediatrics US Distribution Corp., OrthoPediatrics EU Limited, OrthoPediatrics AUS PTY LTD, OrthoPediatrics NZ Limited, OP EU B.V., OP Netherlands B.V., Orthex, LLC, Telos Partners, LLC and ApiFix, Ltd. (collectively, the “Company,” “we,” “our” or “us”). All intercompany balances and transactions have been eliminated. The results of Vilex have been classified as discontinued operations within the consolidated financial statements for the year ended December 31, 2019.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We have prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements have been prepared assuming our Company will continue as a going concern. We have experienced recurring losses from operations since our inception and had an accumulated deficit of $161,766 and $128,822 as of December 31, 2020 and 2019, respectively. On July 15, 2020, the Company repaid the $20,000 principal amount outstanding under the Loan Agreement’s Term Note A, together with all unpaid interest and other related amounts payable. On August 4, 2020, the Company entered into a Second Amendment to its First Amended Loan Agreement with Squadron. The Loan Agreement’s revolving credit commitment was increased from the previously established $15,000 to $25,000. The Company did not have an outstanding balance as of December 31, 2020. Management continues to monitor cash flows and liquidity on a regular basis. We believe that our cash balance at December 31, 2020 and expected cash flows from operations for the next twelve months subsequent to the issuance of the consolidated financial statements, are sufficient to enable us to maintain current and essential planned operations for more than the next twelve months. </span></div><div style="padding-right:1pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 11, 2018, we completed a follow-on offering of our common stock, in which we issued and sold 1.725 million shares of common stock at a public offering price of $27.00 per share for aggregate gross proceeds of $46,575. We received $43,423 in net proceeds after deducting $2,800 of underwriting discounts and commissions and paying $352 in offering costs.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 13, 2019, we completed a follow-on offering of our common stock, in which we issued and sold 1.755 million shares at a public offering price of $36.50 per share for aggregate gross proceeds of $64,076. We received $59,996 in net proceeds after deducting $3,845 of underwriting discounts and commissions and paying $235 in underwriting commissions and offering costs. </span></div><div><span><br/></span></div><div style="padding-left:1pt;padding-right:1pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On June 22, 2020, we completed a follow-on offering of our common stock, in which we issued and sold 1.6 million shares of common stock at a public offering price of $47.00 per share for aggregate gross proceeds of $75,200. We received $70,207 in net proceeds after deducting $4,512 of underwriting discounts and commissions and paying $481 in offering costs.</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Use of Estimates</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Preparation of our consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as of the date of the consolidated financial statements. By their nature, these judgments are subject to an inherent degree of uncertainty. We use historical experience and other assumptions as the basis for our judgments and estimates. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in these estimates will be reflected in our consolidated financial statements. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Foreign Currency Transactions</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We currently bill our international stocking distributors in U.S. dollars, resulting in minimal foreign exchange transaction expense. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:107%">Beginning in the second quarter of 2017, we began selling direct within the United Kingdom, Ireland, Australia and New Zealand and billing using the local currency for each country.We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. In the year ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe. The financial statements of our foreign subsidiaries are accounted for in local functional currencies and have been translated into U.S. dollars using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. Foreign currency translation adjustments have been recorded as a separate component of the consolidated statements of comprehensive loss. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fair Value of Financial Instruments</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accounting standards related to fair value measurements define fair value and provide a consistent framework for measuring fair value under the authoritative literature.  Valuation techniques are based on observable and unobservable inputs.  Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect market assumptions.  This guidance only applies when other standards require or permit the fair value measurement of assets and liabilities.  The guidance does not expand the use of fair value measurements.  A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels.</span></div><div><span><br/></span></div><div style="text-indent:14pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1 – Quoted prices in active markets for identical assets or liabilities;</span></div><div style="padding-left:14pt"><span><br/></span></div><div style="padding-left:14pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data; and</span></div><div style="padding-left:14pt"><span><br/></span></div><div style="padding-left:14pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3 – Significant unobservable inputs that are not corroborated by market data.  Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, and are based on the best information available, including our own data.    </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's financial instruments include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, acquisition installment payables, contingent consideration and long-term debt. The carrying amounts of accounts receivable, accounts payable, acquisition installment payables and long-term debt approximate the fair value due to the short-term nature or market rates of these instruments. The company bases the fair value of short-term investments on quoted market prices for identical or comparable assets. Contingent consideration represents the system sales payment the Company is obligated to make. The fair value of the contingent consideration payment is considered a level 3 fair value measurement and was determined with the assistance of an independent valuation specialist at the original issuance date and as of the balance sheet date. See Note 6 for further discussion of financial instruments that carried a fair value on a recurring and nonrecurring basis. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue from Contracts with Customers </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company adopted ASC 606, "</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Revenue From Contracts with Customers</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (ASC 606)", on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption of ASC 606 did not have any impact on the Company's consolidated historical financial statements. The reported </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">results for 2019 and 2018 reflect the application of ASC 606 guidance. In accordance with ASC 606, revenue is recognized when our performance obligations under the terms of a contract with our customer are satisfied. This typically occurs when we transfer control of our products to the customers, generally upon implantation or when title passes upon shipment. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services, and excludes any sales incentives or taxes collected from a customer which are subsequently remitted to government authorities. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue Recognition – United States</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenue in the United States is generated primarily from the sale of our implants and, to a much lesser extent, from the sale of our instruments. Sales in the United States are primarily to hospital accounts through independent sales agencies. We recognize revenue when our performance obligations under the terms of a contract with our customer are satisfied. The products are generally consigned to our independent sales agencies, and revenue is recognized when the products are used by or shipped to the hospital for surgeries on a case by case basis. On rare occasions, hospitals purchase product for their own inventory, and revenue is recognized when the products are shipped and the title and risk of loss passes to the customer. Pricing for each customer is dictated by a unique pricing agreement. Sales through two of our independent sales agencies in the United States accounted for 14.2% and 13.8% of our global revenue in 2020. Sales through two of our independent sales agencies in the United States accounted for 12.3% and 12.2% of our global revenue in 2019, respectively. Sales through two of our independent sales agencies in the United States accounted for 12.1% and 11.2% of our global revenue in 2018, respectively. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue Recognition – International</span></div><div><span><br/></span></div><div style="margin-bottom:8pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Outside of the United States, we sell our products directly to hospitals through independent sales agencies or to independent stocking distributors. Generally, the distributors are allowed to return products, and some are thinly capitalized. Prior to 2019, we concluded that collectibility was not reasonably assured at the time of delivery for certain customers who had not evidenced a consistent pattern of timely payment. Accordingly, in the past we did not recognize international revenue and associated cost of revenue at the time title transfers for these customers for whom collectibility had not been deemed probable based on the customer’s history and ability to pay, but rather when cash had been received. </span></div><div style="margin-bottom:8pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Following a review of our collection history, we deemed collectibility was probable for all international stocking distributors effective January 1, 2019. Based on a history of reliable collections, we have concluded that a contract exists and revenue should be recognized when we transfer control of our products to the customer, generally when title passes upon shipment. Additionally, based on our history of immaterial returns from international customers, we have historically estimated no reserve for returns. </span><span style="color:#226600;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:123%">In early 2017, we expanded operations and established legal entities in the United Kingdom, Australia and New Zealand, permitting us to sell under an agency model direct to local hospitals in these countries. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. In the year ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe. The products are generally consigned to our independent sales agencies, and revenue is recognized when the products are used by or shipped to the hospital for surgeries on a case by case basis. On rare occasions, hospitals purchase products for their own inventory, and revenue is recognized when title passes upon shipment. Pricing for each customer is dictated by a unique pricing agreement.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cash, Cash Equivalents and Short Term Investments</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We maintain cash in bank deposit accounts which, at times, may exceed federally insured limits. To date, we have not experienced any loss in such accounts. We consider all highly liquid investments with original maturity of three months or less at inception to be cash equivalents. The carrying amounts reported in the balance sheets for cash are valued at cost, which approximates fair value. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company invests in available-for-sale short term investments. The Company has the ability, if necessary, to liquidate without penalty any of its short term investments to meet its liquidity needs in the next twelve months. As such, those investments with contractual maturities greater than one year from the date of purchase are classified </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">as short-term on the accompanying Consolidated Balance Sheets. The company includes unrealized gains or losses in stockholders' equity. If the adjustment to fair value reflects a decline in the value of the investment, the Company considers available information to determine whether the decline is "other than temporary" and, if so, reflects the change on the Consolidated Statements of Operations. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Restricted Cash</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In conjunction with the sale of Vilex, $1,250 was placed into a separate escrow account. This cash is reported as restricted cash on the December 31, 2020 and 2019 consolidated balance sheet. These funds will remain restricted until August 31, 2021 at which time, they will be released to the Company subject to no claims related to the purchase. The Company also maintains restricted cash of 100 Euro at its Netherlands entity for potential Italian tenders. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounts Receivable and Allowance for Doubtful Accounts</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accounts receivable are uncollateralized customer obligations due under normal trade terms, generally requiring payment within 30 days from the invoice date in the United States and within 90 days internationally. Account balances with invoices over 30 or 90 days past due for domestic and international accounts, respectively, are considered delinquent. No interest is charged on past due accounts. Payments of accounts receivable are applied to the specific invoices identified on the customer's remittance advice or, if unspecified, to the customer's account as an unapplied credit.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The carrying amount of accounts receivable is reduced by an allowance that reflects management's best estimate of the amounts that will not be collected, determined principally on the basis of historical experience, management's assessment of the collectability of specific customer accounts and the aging of the accounts receivable. All accounts or portions thereof deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for doubtful accounts. The allowance for doubtful accounts was $433 and $506 as of year ended December 31, 2020 and 2019, respectively. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes activity in the allowance for doubtful accounts:</span></div><div><span><br/></span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:35.953%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.844%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Balance at beginning of year</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">506 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">134 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">143 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Additions charged to expense</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">274</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">424</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Write-offs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">347</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">52</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Balance at end of year</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">433 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">506 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">134 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Inventories, net </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in-first-out method. Inventories, which consist of implants and instruments held in our warehouse, with third-party independent sales agencies or distributors, or consigned directly with hospitals, are considered finished goods and are purchased from third parties. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We evaluate the carrying value of our inventories in relation to the estimated forecast of product demand, which takes into consideration the life cycle of the product. A significant decrease in demand could result in an increase in the amount of excess inventory on hand, which could lead to additional charges for excess and obsolete inventory.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The need to maintain substantial levels of inventory impacts our estimates for excess and obsolete inventory. Each of our implant systems are designed to include implantable products that come in different sizes and shapes to accommodate the surgeon’s needs. Typically, a small number of the set components are used in each surgical procedure. Certain components within each set may become obsolete before other components based on the usage patterns. We adjust inventory values, as needed, to reflect these usage patterns and life cycle. </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition, we continue to introduce new products, which may require us to take additional charges for excess and obsolete inventory in the future. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Charges for excess and obsolete inventory are included in cost of revenue and were $1,269, $604 and $504 for the years ended December 31, 2020, 2019 and 2018, respectively. </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Costs Related to the Initial Public Offering</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At the time of the IPO, $1,840 of additional costs, primarily consisting of legal, accounting and other direct fees and costs related to the IPO incurred during 2017 and were initially deferred and capitalized and then reclassified to stockholders’ equity at the conclusion of our IPO on October 12, 2017. Additionally, $1,986 of additional non-cash expense related to the accelerated vesting of restricted stock was included in general and administrative expenses in 2018.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Costs Related to the Follow-on Offerings</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 11, 2018, we completed a follow-on offering of our common stock. Offering expenses of $352, primarily consisting of legal, accounting and other direct fees and costs related to the offering, were initially deferred and capitalized and then reclassified to stockholders' equity at the conclusion of our follow-on offering on December 11, 2018. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 13, 2019, we completed another offering of our common stock. Offering expenses of $235, primarily consisting of legal, accounting and other direct fees and costs related to the offering were recorded in stockholders' equity at the conclusion of our offering. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On June 22, 2020, we completed another offering of our common stock. Offering expenses of $481, primarily consisting of legal, accounting and other direct fees and costs related to the offering were recorded in stockholders' equity at the conclusion of our offering.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Property and Equipment, net </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the assets. When assets are retired or otherwise disposed of, costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in operations for the period. Maintenance and repairs that prolong or extend the useful life are capitalized, whereas standard maintenance, replacements, and repair costs are expensed as incurred. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Instruments are hand-held devices, specifically designed for use with our implants and are used by surgeons during surgery. Instruments deployed in the field are carried at cost less accumulated depreciation and are recorded in property and equipment, net on the consolidated balance sheets.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Sample inventory consists of our implants and instruments, and is maintained to market and promote our products. Sample inventory is carried at cost less accumulated depreciation. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Depreciable lives are generally as follows:</span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:79.554%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.246%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Building and building improvements</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 to 30 years</span></div></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 to 7 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 to 5 years</span></div></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Business software</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Office and other equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 to 7 years</span></div></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Instruments</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sample inventory</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 years</span></div></td></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Amortizable Intangible Assets, net</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortizable intangible assets</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">include fees necessary to secure various patents and licenses, including Band-Lok, the value of internally developed software, customer relationships, and non-competition agreements related to the </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">acquisition of Orthex, and customer relationships and non-competition agreements related to the acquisitions of Telos and ApiFix. Amortization is calculated on a straight-line basis over the estimated useful life of the asset. Amortization for patents and licenses commences at the time of patent approval, and for licenses upon market launch, respectively. Amortization for assets acquired commences upon acquisition. Intangible assets are amortized over a 3 to 20 year period. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortizable intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. No impairment charges were recorded in any of the periods presented.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Goodwill and Other Intangible Assets</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our goodwill represents the excess of the cost over the fair value of net assets acquired. The determination of the value of goodwill and intangible assets arising from acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstances warrant such a review. The goodwill is considered to be impaired if we determine that the carrying value of our one reporting unit exceeds its respective fair value. No impairment changes were recorded in the current year.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The quantitative assessment for goodwill requires us to estimate the fair value of our one reporting unit using either an income or market approach or a combination thereof. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We have indefinite lived tradename assets that are reviewed for impairment by performing a quantitative analysis, which occurs annually in the fourth quarter, utilizing balances as of October 1, or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net discounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets. No impairment charges were recorded in any of the periods presented.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Acquisition Payable and Contingent Consideration</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon the completion of an acquisition the Company may record an acquisition installment payable, contingent consideration or both. Both are recorded at their fair values as determined by management with the assistance of an independent valuation specialist at the original issuance date and are adjusted on a recurring basis. Accretion of interest expense attributable to the acquisition installment payable are recorded as a component of interest expense, net. Changes in the fair value of the contingent consideration are included in fair value adjustments of contingent consideration. The amount of expense recorded in interest expense, net and fair value adjustments of contingent consideration for the year ended December 31, 2020 were $2,397 and $3,520, respectively. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Shipping and Handling Costs</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Shipping and handling costs that are billed to the customer are included in net revenue and were $635, $599 and $513, for the years ended December 31, 2020, 2019 and 2018, respectively. Shipping and handling costs that are not billed to the customer are included in sales and marketing expenses and were $2,261, $2,788 and $2,148, for the years ended December 31, 2020, 2019 and 2018, respectively.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cost of Revenue</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cost of revenue consists primarily of products purchased from third-party suppliers, excess and obsolete inventory adjustments, inbound freight, and royalties. Our implants and instruments are manufactured to our specifications by third-party suppliers who meet our manufacturer qualifications standards. Our third-party manufacturers are required to meet Food and Drug Administration (the “FDA”), International Organization for </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Standardization and other country-specific quality standards. The majority of our implants and instruments are produced in the United States. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Sales and Marketing Expenses</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Sales and marketing expenses primarily consist of commissions to our domestic and select international independent sales agencies and consignment distributors, as well as compensation, commissions, benefits and other related costs for personnel we employ. Commissions and bonuses are generally based on a percentage of sales. Our international independent stocking distributors purchase instrument sets and replenishment stock for resale, and we do not pay commissions or any other sales related costs for international sales to distributors. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Advertising Costs </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Advertising costs consist primarily of print advertising, trade shows, and other related expenses. Advertising costs are expensed as incurred and are recorded as a component of sales and marketing expense. Advertising costs were $1,231, $1,422 and $978 for the years ended December 31, 2020, 2019 and 2018, respectively.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Research and Development Costs</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Research and development costs are expensed as incurred. Our research and development expenses primarily consist of costs associated with engineering, product development, consulting services, outside prototyping services, outside research activities, materials, development and protection of our intellectual property portfolio, as well as other costs associated with development of our products. Research and development costs also include related personnel and consultants’ compensation expense. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to our IPO, we maintained an Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) that provides for grants of options and restricted stock to employees, directors and associated third-party representatives of our company as determined by the Board of Directors. The 2007 Plan had authorized 1,585,000 shares for award. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Immediately prior to our IPO, we adopted our 2017 Incentive Award Plan (the “2017 Plan”) which replaced the 2007 Plan. The 2017 Plan provides for grants of options and restricted stock to officers, employees, consultants or directors of our Company. The 2017 Plan has authorized 1,789,647 shares for award. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Options holders, upon vesting, may purchase common stock at the exercise price, which is the estimated fair value of our common stock on the date of grant. Option grants generally vest immediately or over a <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3NDUyN2QwZDZmMjQwOTE4ZTNjMjYyNDg0M2ZkZWQ5L3NlYzpkNzQ1MjdkMGQ2ZjI0MDkxOGUzYzI2MjQ4NDNmZGVkOV8yMDIvZnJhZzpkNmU1MzRjMjkzOGM0YWE4YTA0NzhhOGJjMDk5NDczYy90ZXh0cmVnaW9uOmQ2ZTUzNGMyOTM4YzRhYThhMDQ3OGE4YmMwOTk0NzNjXzE2NDkyNjc1MTI3MjU_7869cb57-59fb-44e3-9d08-801865dd1168">three</span> year period. No stock options were granted in any of the periods presented.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restricted stock may not be transferred prior to the expiration of the restricted period. The restricted stock that has been granted under the 2007 Plan has restriction periods that generally last until the earlier of six years from the date of grant, or an initial public offering or change in control, as defined in the 2007 Plan. All restricted stock granted prior to May 2014 vested upon our IPO and the remaining grants under the 2007 Plan vested in April 2018. Generally under the 2017 plan, restricted stock vests over a three year period. We have elected to recognize the reversal of stock compensation expense when a restricted stock forfeiture occurs as opposed to estimating future forfeitures. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We record the fair value of restricted stock at the grant date. Stock-based compensation is recognized ratably over the requisite service period, which is generally the restriction period for restricted stock.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In determining the fair value of our common stock at the grant date for awards issued prior to our IPO, which is the basis for the fair value of stock based awards, we use the market approach, which is based on the assumption that the value of an asset is equal to the value of a substitute asset with the same characteristics. In using the market approach, we consider both the guideline public company method and the precedent transaction method. Given the absence of a public trading market for our common stock at that time, we exercise reasonable judgment and consider a number of objective and subjective factors to determine the best estimate of the fair value of our common stock, including: the preferences and dividends of our redeemable convertible preferred stock relative to those of our common stock; our operating results and financial conditions, including our level of available capital </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">resources; equity market conditions affecting comparable public companies; general U.S. market conditions; and the lack of marketability of our common stock. Prior to our IPO, for restricted stock awards we applied a discount for lack of marketability to the fair value of common shares due to estimate the impact of valuing a minority interest in our Company as a closely held, non-public company with no liquid market for its shares.  </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Foundation for Advancing Pediatric Orthopedics</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company may periodically make contributions to the Foundation for Advancing Pediatric Orthopedics (the "Foundation"). The Foundation was incorporated in 2018 exclusively for pediatric orthopedic research and education and qualifies under IRC 501(c)(3) as an exempt private foundation. The mission of the Foundation is to enhance the knowledge and experience, through education and research, of surgical trainees or practicing surgeons who are involved in helping children with orthopaedic disorders and injuries. The Foundation is a separate legal entity and is not a subsidiary of the Company; therefore, its results are not included in these consolidated financial statements. The Company contributed $325, $500 and $200 to the Foundation during the years ended December 31, 2020, 2019 and 2018, respectively. These contributions were recorded in general and administrative expenses. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Comprehensive Income (Loss)</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) includes foreign currency translation adjustments. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Income Taxes</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We record uncertain tax positions on the bases of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the positions and (2) for those tax positions that do not meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Litigation and Contingencies</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accruals for litigation and contingencies are reflected in the consolidated financial statements based on</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">management’s assessment, including advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount is reasonably estimable. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations in a given period. The Company recorded an accrual of $6,342 for legal settlements for the year ended December 31, 2020. </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">“Emerging Growth Company” Reporting Requirements</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We qualify as an “emerging growth company” as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Section 107 of the JOBS Act also provides that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In April 2017, the SEC adopted new rules that included an inflation-adjusted threshold in the definition of an emerging growth company. Under the new inflation-adjusted threshold, we would cease to be an emerging growth company on the last day of the fiscal year in which our annual gross revenues exceed $1.07 billion. This is an increase of $70 million from the previous $1 billion threshold. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recent Accounting Pronouncements</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">In June 2016, the FASB issued ASU No. 2016-13 "</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:115%">Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments"</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">. The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financials assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The Company will adopt ASU 2016-16 effective January 1, 2023. The adoption of this guidance is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In January 2017, the FASB issued ASU 2017-04, "</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment"</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. This pronouncement eliminates Step 2 from the goodwill impairment test and requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Under this guidance, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. It is effective for reporting periods beginning after December 15, 2020, although earlier adoption is permitted. The Company adopted this standard on January 1, 2020 and it did not have a significant impact on the Company's consolidated financial statements and related disclosures. </span></div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, the FASB issued ASU No. 2019-12 "</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes: Simplifying the Accounting for Income Taxes"</span> intended to simplify the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside cost basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for annual periods beginning after December 15, 2020 and interim periods within, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company adopted this standard on January 1, 2020 and it did not have a significant impact on the Company's consolidated financial statements and related disclosures. <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Basis of Presentation</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accompanying consolidated financial statements include the accounts of OrthoPediatrics Corp. and its wholly-owned subsidiaries, OrthoPediatrics US Distribution Corp., OrthoPediatrics EU Limited, OrthoPediatrics AUS PTY LTD, OrthoPediatrics NZ Limited, OP EU B.V., OP Netherlands B.V., Orthex, LLC, Telos Partners, LLC and ApiFix, Ltd. (collectively, the “Company,” “we,” “our” or “us”). All intercompany balances and transactions have been eliminated. The results of Vilex have been classified as discontinued operations within the consolidated financial statements for the year ended December 31, 2019.</span></div>We have prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements have been prepared assuming our Company will continue as a going concern. -161766000 -128822000 20000000 15000000 25000000 0 1725000 27.00 46575000 43423000 2800000 352000 1755000 36.50 64076000 59996000 3845000 235000 1600000 47.00 75200000 70207000 4512000 481000 Use of EstimatesPreparation of our consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as of the date of the consolidated financial statements. By their nature, these judgments are subject to an inherent degree of uncertainty. We use historical experience and other assumptions as the basis for our judgments and estimates. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in these estimates will be reflected in our consolidated financial statements. <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Foreign Currency Transactions</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We currently bill our international stocking distributors in U.S. dollars, resulting in minimal foreign exchange transaction expense. </span></div>Beginning in the second quarter of 2017, we began selling direct within the United Kingdom, Ireland, Australia and New Zealand and billing using the local currency for each country.We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. In the year ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe. The financial statements of our foreign subsidiaries are accounted for in local functional currencies and have been translated into U.S. dollars using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. Foreign currency translation adjustments have been recorded as a separate component of the consolidated statements of comprehensive loss. 2730000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fair Value of Financial Instruments</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accounting standards related to fair value measurements define fair value and provide a consistent framework for measuring fair value under the authoritative literature.  Valuation techniques are based on observable and unobservable inputs.  Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect market assumptions.  This guidance only applies when other standards require or permit the fair value measurement of assets and liabilities.  The guidance does not expand the use of fair value measurements.  A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels.</span></div><div><span><br/></span></div><div style="text-indent:14pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1 – Quoted prices in active markets for identical assets or liabilities;</span></div><div style="padding-left:14pt"><span><br/></span></div><div style="padding-left:14pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data; and</span></div><div style="padding-left:14pt"><span><br/></span></div><div style="padding-left:14pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3 – Significant unobservable inputs that are not corroborated by market data.  Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, and are based on the best information available, including our own data.    </span></div>The Company's financial instruments include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, acquisition installment payables, contingent consideration and long-term debt. The carrying amounts of accounts receivable, accounts payable, acquisition installment payables and long-term debt approximate the fair value due to the short-term nature or market rates of these instruments. The company bases the fair value of short-term investments on quoted market prices for identical or comparable assets. Contingent consideration represents the system sales payment the Company is obligated to make. The fair value of the contingent consideration payment is considered a level 3 fair value measurement and was determined with the assistance of an independent valuation specialist at the original issuance date and as of the balance sheet date. <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue from Contracts with Customers </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company adopted ASC 606, "</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Revenue From Contracts with Customers</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (ASC 606)", on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption of ASC 606 did not have any impact on the Company's consolidated historical financial statements. The reported </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">results for 2019 and 2018 reflect the application of ASC 606 guidance. In accordance with ASC 606, revenue is recognized when our performance obligations under the terms of a contract with our customer are satisfied. This typically occurs when we transfer control of our products to the customers, generally upon implantation or when title passes upon shipment. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services, and excludes any sales incentives or taxes collected from a customer which are subsequently remitted to government authorities. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue Recognition – United States</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revenue in the United States is generated primarily from the sale of our implants and, to a much lesser extent, from the sale of our instruments. Sales in the United States are primarily to hospital accounts through independent sales agencies. We recognize revenue when our performance obligations under the terms of a contract with our customer are satisfied. The products are generally consigned to our independent sales agencies, and revenue is recognized when the products are used by or shipped to the hospital for surgeries on a case by case basis. On rare occasions, hospitals purchase product for their own inventory, and revenue is recognized when the products are shipped and the title and risk of loss passes to the customer. Pricing for each customer is dictated by a unique pricing agreement. Sales through two of our independent sales agencies in the United States accounted for 14.2% and 13.8% of our global revenue in 2020. Sales through two of our independent sales agencies in the United States accounted for 12.3% and 12.2% of our global revenue in 2019, respectively. Sales through two of our independent sales agencies in the United States accounted for 12.1% and 11.2% of our global revenue in 2018, respectively. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue Recognition – International</span></div><div><span><br/></span></div><div style="margin-bottom:8pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Outside of the United States, we sell our products directly to hospitals through independent sales agencies or to independent stocking distributors. Generally, the distributors are allowed to return products, and some are thinly capitalized. Prior to 2019, we concluded that collectibility was not reasonably assured at the time of delivery for certain customers who had not evidenced a consistent pattern of timely payment. Accordingly, in the past we did not recognize international revenue and associated cost of revenue at the time title transfers for these customers for whom collectibility had not been deemed probable based on the customer’s history and ability to pay, but rather when cash had been received. </span></div><div style="margin-bottom:8pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Following a review of our collection history, we deemed collectibility was probable for all international stocking distributors effective January 1, 2019. Based on a history of reliable collections, we have concluded that a contract exists and revenue should be recognized when we transfer control of our products to the customer, generally when title passes upon shipment. Additionally, based on our history of immaterial returns from international customers, we have historically estimated no reserve for returns. </span><span style="color:#226600;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:123%">In early 2017, we expanded operations and established legal entities in the United Kingdom, Australia and New Zealand, permitting us to sell under an agency model direct to local hospitals in these countries. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. In the year ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe. The products are generally consigned to our independent sales agencies, and revenue is recognized when the products are used by or shipped to the hospital for surgeries on a case by case basis. On rare occasions, hospitals purchase products for their own inventory, and revenue is recognized when title passes upon shipment. Pricing for each customer is dictated by a unique pricing agreement.</span></div> 0.142 0.138 0.123 0.122 0.121 0.112 2730000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cash, Cash Equivalents and Short Term Investments</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We maintain cash in bank deposit accounts which, at times, may exceed federally insured limits. To date, we have not experienced any loss in such accounts. We consider all highly liquid investments with original maturity of three months or less at inception to be cash equivalents. The carrying amounts reported in the balance sheets for cash are valued at cost, which approximates fair value. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company invests in available-for-sale short term investments. The Company has the ability, if necessary, to liquidate without penalty any of its short term investments to meet its liquidity needs in the next twelve months. As such, those investments with contractual maturities greater than one year from the date of purchase are classified </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">as short-term on the accompanying Consolidated Balance Sheets. The company includes unrealized gains or losses in stockholders' equity. If the adjustment to fair value reflects a decline in the value of the investment, the Company considers available information to determine whether the decline is "other than temporary" and, if so, reflects the change on the Consolidated Statements of Operations. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Restricted Cash</span></div>In conjunction with the sale of Vilex, $1,250 was placed into a separate escrow account. This cash is reported as restricted cash on the December 31, 2020 and 2019 consolidated balance sheet. These funds will remain restricted until August 31, 2021 at which time, they will be released to the Company subject to no claims related to the purchase. The Company also maintains restricted cash of 100 Euro at its Netherlands entity for potential Italian tenders. 1250000 1250000 100000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounts Receivable and Allowance for Doubtful Accounts</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accounts receivable are uncollateralized customer obligations due under normal trade terms, generally requiring payment within 30 days from the invoice date in the United States and within 90 days internationally. Account balances with invoices over 30 or 90 days past due for domestic and international accounts, respectively, are considered delinquent. No interest is charged on past due accounts. Payments of accounts receivable are applied to the specific invoices identified on the customer's remittance advice or, if unspecified, to the customer's account as an unapplied credit.</span></div>The carrying amount of accounts receivable is reduced by an allowance that reflects management's best estimate of the amounts that will not be collected, determined principally on the basis of historical experience, management's assessment of the collectability of specific customer accounts and the aging of the accounts receivable. All accounts or portions thereof deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for doubtful accounts. 433000 506000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes activity in the allowance for doubtful accounts:</span></div><div><span><br/></span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:35.953%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.844%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Balance at beginning of year</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">506 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">134 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">143 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Additions charged to expense</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">274</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">424</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Write-offs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">347</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">52</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Balance at end of year</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">433 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">506 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">134 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 506000 134000 143000 274000 424000 3000 347000 52000 12000 433000 506000 134000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Inventories, net </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in-first-out method. Inventories, which consist of implants and instruments held in our warehouse, with third-party independent sales agencies or distributors, or consigned directly with hospitals, are considered finished goods and are purchased from third parties. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We evaluate the carrying value of our inventories in relation to the estimated forecast of product demand, which takes into consideration the life cycle of the product. A significant decrease in demand could result in an increase in the amount of excess inventory on hand, which could lead to additional charges for excess and obsolete inventory.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The need to maintain substantial levels of inventory impacts our estimates for excess and obsolete inventory. Each of our implant systems are designed to include implantable products that come in different sizes and shapes to accommodate the surgeon’s needs. Typically, a small number of the set components are used in each surgical procedure. Certain components within each set may become obsolete before other components based on the usage patterns. We adjust inventory values, as needed, to reflect these usage patterns and life cycle. </span></div>In addition, we continue to introduce new products, which may require us to take additional charges for excess and obsolete inventory in the future. 1269000 604000 504000 1840000 1986000 352000 235000 481000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Property and Equipment, net </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the assets. When assets are retired or otherwise disposed of, costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in operations for the period. Maintenance and repairs that prolong or extend the useful life are capitalized, whereas standard maintenance, replacements, and repair costs are expensed as incurred. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Instruments are hand-held devices, specifically designed for use with our implants and are used by surgeons during surgery. Instruments deployed in the field are carried at cost less accumulated depreciation and are recorded in property and equipment, net on the consolidated balance sheets.</span></div>Sample inventory consists of our implants and instruments, and is maintained to market and promote our products. Sample inventory is carried at cost less accumulated depreciation. <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Depreciable lives are generally as follows:</span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:79.554%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.246%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Building and building improvements</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 to 30 years</span></div></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and fixtures</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 to 7 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 to 5 years</span></div></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Business software</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Office and other equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 to 7 years</span></div></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Instruments</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 years</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sample inventory</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 years</span></div></td></tr></table></div> P25Y P30Y P5Y P7Y P3Y P5Y P3Y P5Y P7Y P5Y P2Y <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Amortizable Intangible Assets, net</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortizable intangible assets</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">include fees necessary to secure various patents and licenses, including Band-Lok, the value of internally developed software, customer relationships, and non-competition agreements related to the </span></div>acquisition of Orthex, and customer relationships and non-competition agreements related to the acquisitions of Telos and ApiFix. Amortization is calculated on a straight-line basis over the estimated useful life of the asset. Amortization for patents and licenses commences at the time of patent approval, and for licenses upon market launch, respectively. Amortization for assets acquired commences upon acquisition. Intangible assets are amortized over a 3 to 20 year period. Amortizable intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. P3Y P20Y 0 0 0 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Goodwill and Other Intangible Assets</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our goodwill represents the excess of the cost over the fair value of net assets acquired. The determination of the value of goodwill and intangible assets arising from acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstances warrant such a review. The goodwill is considered to be impaired if we determine that the carrying value of our one reporting unit exceeds its respective fair value. No impairment changes were recorded in the current year.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The quantitative assessment for goodwill requires us to estimate the fair value of our one reporting unit using either an income or market approach or a combination thereof. </span></div>We have indefinite lived tradename assets that are reviewed for impairment by performing a quantitative analysis, which occurs annually in the fourth quarter, utilizing balances as of October 1, or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net discounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets. 1 0 0 0 Acquisition Payable and Contingent ConsiderationUpon the completion of an acquisition the Company may record an acquisition installment payable, contingent consideration or both. Both are recorded at their fair values as determined by management with the assistance of an independent valuation specialist at the original issuance date and are adjusted on a recurring basis. Accretion of interest expense attributable to the acquisition installment payable are recorded as a component of interest expense, net. Changes in the fair value of the contingent consideration are included in fair value adjustments of contingent consideration. 2397000 3520000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Shipping and Handling Costs</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Shipping and handling costs that are billed to the customer are included in net revenue and were $635, $599 and $513, for the years ended December 31, 2020, 2019 and 2018, respectively. Shipping and handling costs that are not billed to the customer are included in sales and marketing expenses and were $2,261, $2,788 and $2,148, for the years ended December 31, 2020, 2019 and 2018, respectively.</span></div> 635000 599000 513000 2261000 2788000 2148000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cost of Revenue</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cost of revenue consists primarily of products purchased from third-party suppliers, excess and obsolete inventory adjustments, inbound freight, and royalties. Our implants and instruments are manufactured to our specifications by third-party suppliers who meet our manufacturer qualifications standards. Our third-party manufacturers are required to meet Food and Drug Administration (the “FDA”), International Organization for </span></div>Standardization and other country-specific quality standards. The majority of our implants and instruments are produced in the United States. Sales and Marketing ExpensesSales and marketing expenses primarily consist of commissions to our domestic and select international independent sales agencies and consignment distributors, as well as compensation, commissions, benefits and other related costs for personnel we employ. Commissions and bonuses are generally based on a percentage of sales. Our international independent stocking distributors purchase instrument sets and replenishment stock for resale, and we do not pay commissions or any other sales related costs for international sales to distributors. Advertising Costs Advertising costs consist primarily of print advertising, trade shows, and other related expenses. Advertising costs are expensed as incurred and are recorded as a component of sales and marketing expense. 1231000 1422000 978000 Research and Development CostsResearch and development costs are expensed as incurred. Our research and development expenses primarily consist of costs associated with engineering, product development, consulting services, outside prototyping services, outside research activities, materials, development and protection of our intellectual property portfolio, as well as other costs associated with development of our products. Research and development costs also include related personnel and consultants’ compensation expense. <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to our IPO, we maintained an Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) that provides for grants of options and restricted stock to employees, directors and associated third-party representatives of our company as determined by the Board of Directors. The 2007 Plan had authorized 1,585,000 shares for award. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Immediately prior to our IPO, we adopted our 2017 Incentive Award Plan (the “2017 Plan”) which replaced the 2007 Plan. The 2017 Plan provides for grants of options and restricted stock to officers, employees, consultants or directors of our Company. The 2017 Plan has authorized 1,789,647 shares for award. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Options holders, upon vesting, may purchase common stock at the exercise price, which is the estimated fair value of our common stock on the date of grant. Option grants generally vest immediately or over a <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3NDUyN2QwZDZmMjQwOTE4ZTNjMjYyNDg0M2ZkZWQ5L3NlYzpkNzQ1MjdkMGQ2ZjI0MDkxOGUzYzI2MjQ4NDNmZGVkOV8yMDIvZnJhZzpkNmU1MzRjMjkzOGM0YWE4YTA0NzhhOGJjMDk5NDczYy90ZXh0cmVnaW9uOmQ2ZTUzNGMyOTM4YzRhYThhMDQ3OGE4YmMwOTk0NzNjXzE2NDkyNjc1MTI3MjU_7869cb57-59fb-44e3-9d08-801865dd1168">three</span> year period. No stock options were granted in any of the periods presented.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Restricted stock may not be transferred prior to the expiration of the restricted period. The restricted stock that has been granted under the 2007 Plan has restriction periods that generally last until the earlier of six years from the date of grant, or an initial public offering or change in control, as defined in the 2007 Plan. All restricted stock granted prior to May 2014 vested upon our IPO and the remaining grants under the 2007 Plan vested in April 2018. Generally under the 2017 plan, restricted stock vests over a three year period. We have elected to recognize the reversal of stock compensation expense when a restricted stock forfeiture occurs as opposed to estimating future forfeitures. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We record the fair value of restricted stock at the grant date. Stock-based compensation is recognized ratably over the requisite service period, which is generally the restriction period for restricted stock.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In determining the fair value of our common stock at the grant date for awards issued prior to our IPO, which is the basis for the fair value of stock based awards, we use the market approach, which is based on the assumption that the value of an asset is equal to the value of a substitute asset with the same characteristics. In using the market approach, we consider both the guideline public company method and the precedent transaction method. Given the absence of a public trading market for our common stock at that time, we exercise reasonable judgment and consider a number of objective and subjective factors to determine the best estimate of the fair value of our common stock, including: the preferences and dividends of our redeemable convertible preferred stock relative to those of our common stock; our operating results and financial conditions, including our level of available capital </span></div>resources; equity market conditions affecting comparable public companies; general U.S. market conditions; and the lack of marketability of our common stock. Prior to our IPO, for restricted stock awards we applied a discount for lack of marketability to the fair value of common shares due to estimate the impact of valuing a minority interest in our Company as a closely held, non-public company with no liquid market for its shares. 1585000 1789647 0 0 0 P6Y 325000 500000 200000 Comprehensive Income (Loss)Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) includes foreign currency translation adjustments. <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Income Taxes</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance. </span></div>We record uncertain tax positions on the bases of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the positions and (2) for those tax positions that do not meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Litigation and Contingencies</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accruals for litigation and contingencies are reflected in the consolidated financial statements based on</span></div>management’s assessment, including advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount is reasonably estimable. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations in a given period. The Company recorded an accrual of $6,342 for legal settlements for the year ended December 31, 2020. 6342000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">“Emerging Growth Company” Reporting Requirements</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We qualify as an “emerging growth company” as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Section 107 of the JOBS Act also provides that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. </span></div>In April 2017, the SEC adopted new rules that included an inflation-adjusted threshold in the definition of an emerging growth company. Under the new inflation-adjusted threshold, we would cease to be an emerging growth company on the last day of the fiscal year in which our annual gross revenues exceed $1.07 billion. This is an increase of $70 million from the previous $1 billion threshold. <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recent Accounting Pronouncements</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">In June 2016, the FASB issued ASU No. 2016-13 "</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:115%">Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments"</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">. The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financials assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The Company will adopt ASU 2016-16 effective January 1, 2023. The adoption of this guidance is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In January 2017, the FASB issued ASU 2017-04, "</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment"</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. This pronouncement eliminates Step 2 from the goodwill impairment test and requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Under this guidance, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. It is effective for reporting periods beginning after December 15, 2020, although earlier adoption is permitted. The Company adopted this standard on January 1, 2020 and it did not have a significant impact on the Company's consolidated financial statements and related disclosures. </span></div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, the FASB issued ASU No. 2019-12 "</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes: Simplifying the Accounting for Income Taxes"</span> intended to simplify the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside cost basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for annual periods beginning after December 15, 2020 and interim periods within, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company adopted this standard on January 1, 2020 and it did not have a significant impact on the Company's consolidated financial statements and related disclosures. BUSINESS COMBINATION<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:115%">ApiFix</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">On April 1, 2020, the Company purchased all the issued and outstanding membership interest of ApiFix for $2,000 in cash, including $344 of cash acquired, 934,783 shares of the Company's common stock, $0.00025 par value per share, representing approximately $35,176 (based on a closing share price of $37.63 on April 1, 2020), approximately $30,000 in anniversary payments, and approximately $41,741 in a system sales payment. The total </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">consideration transferred of $87,379, as calculated after discounting future payments to present value, is preliminary and subject to certain limitations and adjustments. ApiFix, a corporation organized under the laws of Israel, has developed a minimally invasive deformity correction system for patients with adolescent idiopathic scoliosis ("ApiFix System"). The following table reconciles the total consideration transferred after discounting the future payments, excluding the impact of foreign currency translation:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.404%"><tr><td style="width:1.0%"/><td style="width:66.714%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.847%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.019%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.847%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.873%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Consideration</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Present Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash consideration</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Payment of ApiFix transaction related costs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">67 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">67 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Issuance of common stock</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">35,176 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">35,176 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Anniversary Payments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30,000 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22,620 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">System sales payment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41,741 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27,190 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total consideration transferred</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">108,984 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">87,053 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company incurred $311 of acquisition-related costs that are included in general and administrative expenses on the consolidated statements of operations. The purchase price allocation set forth herein is preliminary. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The following table summarizes the total consideration paid for ApiFix and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:76.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.395%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.925%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Description</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Preliminary fair value of estimated total acquisition consideration</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">87,379 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">344 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts receivable-trade</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">245 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Inventories</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">685 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaid expenses and other current assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">77 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Property and equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">153 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortizable intangible assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">32,150 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,640 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right-of-use asset</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">104 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">42,398 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts payable and accrued liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">226 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">106 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other current liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">270 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred income taxes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,487 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7,089 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: total net assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">35,309 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">52,070 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach. The estimated fair value and useful life of identifiable intangible assets are as follows: </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:32.084%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.734%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.352%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.734%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:43.396%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Remaining Economic Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trademarks / Names</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,640 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Indefinite</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Patents</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">31,720 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer Relationships</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">230 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-competition Agreements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">40,790 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company recorded a measurement period adjustment of $7,930 during fiscal 2020 to increase patents, increase deferred tax liabilities by $6,487 and decrease goodwill by $1,443 related to the refinement of inputs of the acquisition valuation. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company is obligated to make anniversary payments of: (i) approximately $13,000 on the second anniversary of the closing date, provided that such payment will be paid earlier if 150 clinical procedures using the ApiFix System are completed in the United States before such anniversary date, (ii) $8,000 on the third anniversary of the closing date; and (iii) $9,000 on the fourth anniversary of the closing date, subject to adjustments. The Company anticipates making the second anniversary payment of $13,000 during the first half of 2021. In addition, to the extent that the product of our revenues from the ApiFix System for the twelve months ended June 30, 2024 multiplied by 2.25 exceeds the anniversary payments actually made for the third and fourth years, we have agreed to pay the selling shareholders a system sales payment in the amount of such excess. The anniversary payments and system sales payment may each be made in cash or cash and common stock, subject to certain limitations; provided that the Company makes the determination with respect to anniversary payments and a representative of the former ApiFix shareholders may make the determination with respect to the system sales payment, if any. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The fair value of the contingent consideration payment is considered a Level 3 fair value measurement and was determined with the assistance of an independent valuation specialist at the original issuance date using an option pricing model and a Monte Carlo simulation based on forecasted annual revenue, expected volatility and an implied probability of achieving revenue forecasts. The fair value of the payment will continue to be adjusted as additional information becomes available regarding the progress toward achievement of the revenue forecast. The adjustment in the fair value of the contingent consideration payment of $3,520 was recognized as an expense for the twelve month period ended December 31, 2020, in other expenses on the consolidated statements of operations. An additional $2,397 was recognized as interest expense for the twelve month period ended December 31, 2020, on the consolidated statements of operations for the accretion of the acquisition installment payable. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Presented below is a summary of the present value of the anniversary payments and system sales payment related to the ApiFix acquisition: </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:60.804%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.395%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.352%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.395%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.354%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">April 1, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Anniversary Payments: </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Second Year Payment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10,980 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,233 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Third Year Payment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,780 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,335 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Fourth Year Payment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,860 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,449 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total acquisition installment payable</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22,620 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25,017 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: current portion of acquisition installment payable</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10,980 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,233 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Acquisition installment payable, net of current portion</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11,640 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,784 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">System sales payment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27,190 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30,710 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">ApiFix future consideration, net of current portion</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">38,830 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">43,494 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Pre-acquisition revenues and earnings for ApiFix were not material to the consolidated operations. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:115%">Telos</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">On March 9, 2020, the Company purchased the issued and outstanding membership interest of Telos for $1,750 in cash, including $81 of cash acquired, and 36,628 shares of common stock, $0.00025 par value per share, of the Company. The shares of common stock were valued at $42.81 per share, the Company's closing share price on March 9, 2020. The Company incurred $25 of acquisition-related costs, that are included in general and administrative expenses on the consolidated statements of operations. The purchase price allocation set forth herein is preliminary. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The following table summarizes the total consideration paid for Telos and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.572%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.436%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:37.592%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Description</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Preliminary fair value of estimated total acquisition consideration</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,318 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts receivable-trade</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">215 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaid expenses and other current assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">38 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Property and equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortizable intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">950 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other intangible assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,504 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts payable and accrued liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: total net assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,444 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,874 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach. The estimated fair value and useful life of identifiable intangible assets are as follows: </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:32.084%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.734%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.352%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.734%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:43.396%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Remaining Economic Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trademarks / Names</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Indefinite</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer Relationships</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">910 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-competition Agreements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 years</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,160 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company recorded a measurement period adjustment during fiscal 2020 to increase prepaid expenses and decrease goodwill related to contractual terms.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Vilex and Orthex</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">On June 4, 2019, the Company purchased all the issued and outstanding shares of stock of Vilex and units of membership interests in Orthex for $50,000 in cash, net of working capital adjustments, and 245,352 shares of common stock, $0.00025 par value per share, of the Company. The shares of common stock were valued at $40.76 per share, the volume weighted average trading price during the <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3NDUyN2QwZDZmMjQwOTE4ZTNjMjYyNDg0M2ZkZWQ5L3NlYzpkNzQ1MjdkMGQ2ZjI0MDkxOGUzYzI2MjQ4NDNmZGVkOV8yMDUvZnJhZzo3NDc3NDE0YTRiMjY0YjNhODkxZDBmMzI5ZjQ4OTg2ZC90ZXh0cmVnaW9uOjc0Nzc0MTRhNGIyNjRiM2E4OTFkMGYzMjlmNDg5ODZkXzcxNDY4MjU1OTA2NDA_c61ca90e-ef93-4ad3-9e9a-b8a312eba243">thirty</span> day trading period ending on May 30, 2019. In addition, $3,000 was placed in an escrow account for a period of up to twenty months to cover certain indemnification obligations and to secure certain closing adjustments. The Company incurred $737 of acquisition-related costs, that are included in general and administrative expenses on the consolidated statements of operations. The purchase price allocation set forth herein is final.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The following table summarizes the total consideration paid for Vilex and Orthex and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date: </span></div><div><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:83.870%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.990%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.740%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Description</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Estimated fair value of total acquisition consideration</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60,184 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">348 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts receivable-trade</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,088 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Inventories</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,652 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaid expenses and other current assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Property and equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7,540 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortizable intangible assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">31,180 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right-of-use asset</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">45,143 </span></td><td style="border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts payable and accrued liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">563 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred tax liability</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,175 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other long-term liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,129 </span></td><td style="border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: total net assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">43,014 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17,170 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Measurement period adjustments during fiscal year 2019 included $239 to accounts receivable - trade, $253 to inventory, $92 to working capital, $1,400 to deferred tax liability and $510 to intangible assets as a result of information identified as of the date of acquisition. These measurement period adjustments to the purchase price allocation increased goodwill by $586.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach, inputs which would be considered Level 3 under the fair value hierarchy. The estimated fair value and useful life of identifiable intangible assets are as follows: </span></div><div><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:47.114%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.060%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.842%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Remaining Economic Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trademarks / Names</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,610 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Indefinite</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Patents</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22,390 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Internally Developed Software</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,550 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 years</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer Relationships</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,570 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-competition Agreements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 years</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">31,180 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr></table></div><div><span><br/></span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Pro forma net revenue and net loss from continuing operations for 2019 and 2018 assuming the acquisition occurred on January 1, 2018 would have been $74,488 and $62,607 and ($12,601) and ($13,439), respectively.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The Company recorded a measurement period adjustment during fiscal 2020 to increase inventory and decrease goodwill related to working capital adjustments to allocate inventory between Orthex and Vilex. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Since the Vilex products include adult offerings that are not core to the Company's pediatric business, the Company received Board approval to take the steps necessary to divest the non-core Vilex assets.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">On December 31, 2019, the Company divested substantially all of the assets relating to Vilex's adult product offering to a wholly-owned subsidiary of Squadron Capital, LLC in exchange for a $25,000 reduction in a term note owed to Squadron in connection with the initial acquisition along with certain ongoing intellectual property rights. Of the $25,000 purchase price, $12,410 was attributable to the license of the Orthex intellectual property and the remaining $12,590 was applied to the Vilex assets and liabilities divested.</span></div>After the issuance of our December 31, 2019 annual consolidated financial statements, and in connection with the preparation of our condensed consolidated financial statements for the three months ended March 31, 2020, we identified and corrected an immaterial error related to the deferred revenue liability recognized from license of Orthex intellectual property as of December 31, 2019. The immaterial correction of the error resulted in a reduction of the deferred revenue liability and goodwill on the consolidated balance sheet as of December 31, 2019 of $12,410, based on the conclusion that the consideration transferred was allocable to a portion of certain Orthex patent assets sold concurrently with the sale of Vilex. We have evaluated the adjustment and, based on an analysis of quantitative and qualitative factors, determined that the related impact was not material to our consolidated financial statements for any prior annual or interim period presented. In order to accurately present the historical period, we have revised our December 31, 2019 balance sheet and related footnotes to reflect the immaterial correction of this error. 2000000 344000 934783 0.00025 35176000 37.63 30000000 41741000 87379000 The following table reconciles the total consideration transferred after discounting the future payments, excluding the impact of foreign currency translation:<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.404%"><tr><td style="width:1.0%"/><td style="width:66.714%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.847%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.019%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.847%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.873%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Consideration</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Present Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash consideration</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Payment of ApiFix transaction related costs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">67 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">67 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Issuance of common stock</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">35,176 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">35,176 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Anniversary Payments</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30,000 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22,620 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">System sales payment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">41,741 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27,190 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total consideration transferred</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">108,984 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">87,053 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 2000000 2000000 67000 67000 35176000 35176000 30000000 22620000 41741000 27190000 108984000 87053000 311000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The following table summarizes the total consideration paid for ApiFix and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:76.280%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.395%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.925%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Description</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Preliminary fair value of estimated total acquisition consideration</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">87,379 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">344 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts receivable-trade</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">245 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Inventories</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">685 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaid expenses and other current assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">77 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Property and equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">153 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortizable intangible assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">32,150 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,640 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right-of-use asset</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">104 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">42,398 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts payable and accrued liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">226 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">106 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other current liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">270 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred income taxes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,487 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7,089 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: total net assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">35,309 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">52,070 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>The following table summarizes the total consideration paid for Telos and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): <table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:58.572%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.436%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:37.592%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Description</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Preliminary fair value of estimated total acquisition consideration</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,318 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts receivable-trade</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">215 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaid expenses and other current assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">38 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Property and equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortizable intangible assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">950 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other intangible assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,504 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts payable and accrued liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: total net assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,444 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,874 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table>The following table summarizes the total consideration paid for Vilex and Orthex and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date: <table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:83.870%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.990%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.740%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Description</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Estimated fair value of total acquisition consideration</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60,184 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">348 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts receivable-trade</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,088 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Inventories</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,652 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaid expenses and other current assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Property and equipment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">7,540 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortizable intangible assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">31,180 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right-of-use asset</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">45,143 </span></td><td style="border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts payable and accrued liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">563 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">323 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred tax liability</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,175 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other long-term liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">68 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,129 </span></td><td style="border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: total net assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">43,014 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17,170 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 87379000 344000 245000 685000 77000 153000 32150000 8640000 104000 42398000 226000 106000 270000 6487000 7089000 35309000 52070000 The estimated fair value and useful life of identifiable intangible assets are as follows: <table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:32.084%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.734%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.352%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.734%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:43.396%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Remaining Economic Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trademarks / Names</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,640 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Indefinite</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Patents</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">31,720 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer Relationships</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">230 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-competition Agreements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">40,790 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table>The estimated fair value and useful life of identifiable intangible assets are as follows: <table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:32.084%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.734%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.352%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.734%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:43.396%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Remaining Economic Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trademarks / Names</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Indefinite</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer Relationships</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">910 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-competition Agreements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 years</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,160 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr></table><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach, inputs which would be considered Level 3 under the fair value hierarchy. The estimated fair value and useful life of identifiable intangible assets are as follows: </span></div><div><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:47.114%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.060%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.842%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Remaining Economic Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trademarks / Names</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,610 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Indefinite</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Patents</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22,390 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Internally Developed Software</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,550 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 years</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer Relationships</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,570 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-competition Agreements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 years</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">31,180 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr></table></div> The estimated fair value and useful life of identifiable intangible assets are as follows: <table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:32.084%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.734%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.352%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.734%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:43.396%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Remaining Economic Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trademarks / Names</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,640 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Indefinite</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Patents</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">31,720 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer Relationships</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">230 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-competition Agreements</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">200 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">40,790 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table>The estimated fair value and useful life of identifiable intangible assets are as follows: <table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:32.084%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.734%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.352%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.734%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:43.396%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Remaining Economic Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trademarks / Names</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">210 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Indefinite</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer Relationships</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">910 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-competition Agreements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 years</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,160 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr></table><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach, inputs which would be considered Level 3 under the fair value hierarchy. The estimated fair value and useful life of identifiable intangible assets are as follows: </span></div><div><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:47.114%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.060%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.842%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Remaining Economic Useful Life</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trademarks / Names</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,610 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Indefinite</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Patents</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22,390 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Internally Developed Software</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,550 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10 years</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Customer Relationships</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,570 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Non-competition Agreements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">60 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5 years</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">31,180 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr></table></div> 8640000 31720000 P15Y 230000 P10Y 200000 P4Y 40790000 7930000 6487000 -1443000 13000000 150 8000000 9000000 13000000 2.25 3520000 2397000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Presented below is a summary of the present value of the anniversary payments and system sales payment related to the ApiFix acquisition: </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:60.804%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.395%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.352%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.395%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.354%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">April 1, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Anniversary Payments: </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Second Year Payment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10,980 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,233 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Third Year Payment</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,780 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,335 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Fourth Year Payment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,860 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,449 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total acquisition installment payable</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22,620 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25,017 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: current portion of acquisition installment payable</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10,980 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,233 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Acquisition installment payable, net of current portion</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">11,640 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,784 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">System sales payment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27,190 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30,710 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">ApiFix future consideration, net of current portion</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">38,830 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">43,494 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>The recurring Level 3 fair value measurements of contingent consideration liabilities associated with commercial sales milestones include the following significant unobservable inputs as of December 31, 2020:<div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:56.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">April 1,<br/>2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Valuation techniques</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="9" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Discounted cash flow, Monte Carlo</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Present value discount rate</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Volatility factor</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">43.7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">51.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Expected Years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.1 years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.5 years</span></td></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1) The present value discount rate includes estimated risk premium</span></div> 10980000 12233000 5780000 6335000 5860000 6449000 22620000 25017000 10980000 12233000 11640000 12784000 27190000 30710000 38830000 43494000 1750000 81000 36628 0.00025 42.81 25000 3318000 81000 215000 38000 10000 950000 210000 1504000 60000 60000 1444000 1874000 210000 910000 P10Y 40000 P5Y 1160000 50000000 245352 0.00025 40.76 3000000 P20M 737000 60184000 348000 2088000 3652000 12000 7540000 31180000 323000 45143000 563000 323000 1175000 68000 2129000 43014000 17170000 239000 253000 92000 1400000 510000 586000 4610000 22390000 P15Y 1550000 P10Y 2570000 P12Y 60000 P5Y 31180000 74488000 62607000 -12601000 -13439000 25000000 25000000 12410000 12590000 12410000 DISCONTINUED OPERATIONS<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">On June 4, 2019, the Company acquired Vilex, a manufacturer of foot and ankle surgical implants. Since the Vilex products include adult offerings that are not core to the Company's pediatric business, the Company received Board approval to take the steps necessary to divest the non-core Vilex assets.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">On December 31, 2019, the Company divested substantially all of the assets relating to Vilex's adult product offering to a wholly-owned subsidiary of Squadron Capital, LLC. in exchange for a $25,000 reduction in a term note owed to Squadron in connection with the initial acquisition along with the sale of intellectual property rights. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Assets and liabilities divested consisted of the following as of December 31, 2019:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.485%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.391%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.724%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Description</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">515 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts Receivable - trade, less allowance for doubtful accounts</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">928 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Inventories, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,060 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaid expenses and other current assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Property and equipment, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,246 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortizable intangible assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13,390 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,397 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other intangible assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">380 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right-of-use asset</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total assets divested</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27,156 </span></td><td style="border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts payable - trade</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued compensation and benefits</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">171 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">199 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred tax liability</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,175 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other current liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total liabilities divested</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,595 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net assets sold</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25,561 </span></td><td style="border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Allocated purchase price</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Loss on divestiture</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(561)</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.066%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.990%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Major classes of line items constituting loss of discontinued operations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net revenue</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,069 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(286)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(692)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,103)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other income (expense), net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Pretax net loss of discontinued operations</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(21)</span></td><td style="border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income tax expense</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(464)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss on discontinued operations</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(485)</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table>The divestiture does not represent a strategic shift that will have a major effect on the Company's operations and financial statements. Goodwill was allocated to the assets and liabilities divested using the relative fair value method. The Company recognized a total net loss on discontinued operations of $1,046, net of taxes, in its consolidated statement of operations for the year ended December 31, 2019. 25000000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Assets and liabilities divested consisted of the following as of December 31, 2019:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.485%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.391%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.724%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Description</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">515 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts Receivable - trade, less allowance for doubtful accounts</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">928 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Inventories, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,060 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Prepaid expenses and other current assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">24 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Property and equipment, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,246 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Amortizable intangible assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13,390 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,397 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other intangible assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">380 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease right-of-use asset</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">216 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total assets divested</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27,156 </span></td><td style="border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accounts payable - trade</span></td><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued compensation and benefits</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">171 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">199 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred tax liability</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,175 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other current liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total liabilities divested</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,595 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net assets sold</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25,561 </span></td><td style="border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Allocated purchase price</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Loss on divestiture</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(561)</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.066%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.990%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Major classes of line items constituting loss of discontinued operations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net revenue</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,069 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(286)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(692)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,103)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other income (expense), net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Pretax net loss of discontinued operations</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(21)</span></td><td style="border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income tax expense</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(464)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss on discontinued operations</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(485)</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 515000 928000 2060000 24000 6246000 13390000 3397000 380000 216000 27156000 37000 171000 199000 1175000 13000 1595000 25561000 25000000 -561000 3069000 286000 692000 2103000 9000 -21000 464000 -485000 -1046000 GOODWILL AND INTANGIBLE ASSETS <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Goodwill</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The qualitative evaluation is an assessment of factors including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its one reporting unit and perform a quantitative test. The assumptions used in evaluating goodwill for impairment are subject to change and are tracked against historical results by management. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company elected to perform a qualitative analysis for its reporting unit as of October 1, 2020. The Company determined, after performing the qualitative analysis that there was no evidence that it is more likely than not that the fair value of its reporting unit was less than the carrying amount, therefore, it was not necessary to perform a quantitative impairment test. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Changes in the carrying amount of goodwill in 2019 and 2020 were as follows: </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:80.447%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.609%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill at January 1, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Vilex Companies acquisition</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17,170 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Divestiture of Vilex in Tennessee, Inc.</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,397)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill at January 1, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13,773 </span></td><td style="border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Telos</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,874 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Orthex measurement period adjustment</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(688)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">ApiFix acquisition</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">52,070 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign currency translation impact</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,482 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill at December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">70,511 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Intangible Assets</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, the balances of amortizable intangible assets were as follows:</span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:37.144%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.784%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted-Average Amortization Period</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross Intangible Assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net Intangible Assets</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Patents</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14.7 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">43,363 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,650)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">40,713 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Intellectual Property</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10.3 years</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,990 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(744)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,246 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">License agreements</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.7 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,765 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,440)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,325 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total amortizable assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55,118 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,834)</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">50,284 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div style="text-align:center"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2019, the balances of amortizable intangible assets were as follows:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:37.144%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.784%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted-Average Amortization Period</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross Intangible Assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net Intangible Assets</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Patents</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17.4 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9,287 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(363)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,924 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Intellectual Property</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10.7 years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,020 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(213)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,807 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">License agreements</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.4 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,765 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,012)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,753 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total amortizable assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16,072 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,588)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14,484 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:center"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortization expense was $3,246, $887 and $378 for the years ended December 31, 2020, 2019 and 2018, respectively. Future amortization expenses are expected as follows:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:89.078%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.722%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ending December 31:</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,930 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,895 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,778 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,734 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,712 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">31,235 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">50,284 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Licenses are tied to product launches and do not begin amortizing until the product is launched to the market. Anticipated market launch is in 2021 and 2022 for products for which we obtained licensing in 2020. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Trademarks are non-amortizing intangible assets which were $13,961 and $4,490 as of December 31, 2020 and 2019, respectively. Concurrently with our acquisition of each company, we acquired the trademark of Orthex on June 4, 2019 valued at $4,230, the trademark of Telos on March 9, 2020 valued at $210 and the trademark of ApiFix on April 1, 2020 valued at $8,640. Trademarks are recorded in Other Intangible assets on the Consolidated Balance Sheets. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On June 10, 2020, we purchased certain intellectual property assets from Band-Lok, LLC, a North Carolina limited liability company ("Band-Lok"), related to its Tether Clamp and Implantation System ("Tether Clamp System") for $3,394 in total consideration. We use the Tether Clamp System in connection with our Bandloc 5.5/6.0 System. We were previously the sole licensee of the purchased assets under a license agreement with Band-Lok.</span></div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company tests intangible assets with indefinite lives for impairment annually on October 1</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">st</span> or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net discounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. Based upon the Company's analysis, no impairment chargers were recorded to its intangible assets. 1 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Changes in the carrying amount of goodwill in 2019 and 2020 were as follows: </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:80.447%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.609%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill at January 1, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Vilex Companies acquisition</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17,170 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Divestiture of Vilex in Tennessee, Inc.</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,397)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill at January 1, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13,773 </span></td><td style="border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Telos</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,874 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Orthex measurement period adjustment</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(688)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">ApiFix acquisition</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">52,070 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign currency translation impact</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,482 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Goodwill at December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">70,511 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 17170000 3397000 13773000 1874000 -688000 52070000 3482000 70511000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, the balances of amortizable intangible assets were as follows:</span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:37.144%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.784%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted-Average Amortization Period</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross Intangible Assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net Intangible Assets</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Patents</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14.7 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">43,363 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,650)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">40,713 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Intellectual Property</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10.3 years</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,990 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(744)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,246 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">License agreements</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.7 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,765 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,440)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,325 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total amortizable assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55,118 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,834)</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">50,284 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div style="text-align:center"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2019, the balances of amortizable intangible assets were as follows:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:37.144%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.784%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted-Average Amortization Period</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross Intangible Assets</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accumulated Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net Intangible Assets</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Patents</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17.4 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">9,287 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(363)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,924 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Intellectual Property</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10.7 years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,020 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(213)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,807 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">License agreements</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.4 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,765 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,012)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,753 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total amortizable assets</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16,072 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,588)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14,484 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> P14Y8M12D 43363000 2650000 40713000 P10Y3M18D 8990000 744000 8246000 P2Y8M12D 2765000 1440000 1325000 55118000 4834000 50284000 P17Y4M24D 9287000 363000 8924000 P10Y8M12D 4020000 213000 3807000 P3Y4M24D 2765000 1012000 1753000 16072000 1588000 14484000 3246000 887000 378000 Future amortization expenses are expected as follows: <table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:89.078%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.722%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ending December 31:</span></td><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,930 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,895 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,778 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,734 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,712 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">31,235 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">50,284 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 3930000 3895000 3778000 3734000 3712000 31235000 50284000 13961000 4490000 4230000 210000 8640000 3394000 0 FAIR VALUE OF FINANCIAL INSTRUMENTS<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company measures certain financial assets and liabilities at fair value. The accounting standards related to fair value measurements define fair value and provide a consistent framework for measuring fair value under the authoritative literature. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels.</span></div><div><span><br/></span></div><div style="text-indent:14pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1 – Quoted prices in active markets for identical assets or liabilities;</span></div><div style="padding-left:14pt"><span><br/></span></div><div style="padding-left:14pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data; and</span></div><div style="padding-left:14pt"><span><br/></span></div><div style="padding-left:14pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3 – Significant unobservable inputs that are not corroborated by market data.  Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, and are based on the best information available, including our own data.</span></div><div style="padding-left:14pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There were no assets or liabilities measured at fair value on a recurring basis as of the year ended December 31, 2019. The following table summarize the assets and liabilities measured at fair value on a recurring basis as of December 31, 2020.</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:19.138%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.842%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12/31/2020</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Level 1</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Level 2</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Level 3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">Financial Assets</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash Equivalents</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15,002 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15,002 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Short term investments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55,141 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55,141 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">Financial Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Contingent Consideration</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30,710 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30,710 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's level 1 assets consist of cash equivalents which are generally comprised of short-term, liquid investments with original maturity of three months or less at inception and other short term investments which are comprised of exchange traded mutual funds and marketable securities with a maturity date greater than 3 months. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the change in fair value of Level 3 instruments in 2020:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:61.102%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:35.657%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Balance at January 1, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Contingent consideration recorded as a result of the acquisition (Note 3)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27,190 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Change in fair value of contingent consideration</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,520 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Balance at December 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30,710 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:123%">The Company's Level 3 instruments consist of contingent consideration. The fair value of contingent consideration liabilities assumed in business combinations is recorded as part of the purchase price consideration of the acquisition and is determined using a discounted cash flow model or probability simulation model. The significant inputs of such models are not always observable in the market, such as certain financial metric growth rates, volatility rates, projections associated with the applicable milestone, the interest rate, and the related probabilities and payment structure in the contingent consideration arrangement. Fair value adjustments to contingent consideration liabilities are recorded through operating expenses in the Consolidated Statement of Operations. Contingent consideration arrangements assumed by an asset purchase will be measured and accrued when such contingency is resolved. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:123%">The recurring Level 3 fair value measurements of contingent consideration liabilities associated with commercial sales milestones include the following significant unobservable inputs as of December 31, 2020:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:56.935%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">April 1,<br/>2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,<br/>2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Valuation techniques</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="9" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Discounted cash flow, Monte Carlo</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Present value discount rate</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:5.2pt;font-weight:400;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">23.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">25.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Volatility factor</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">43.7 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">51.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Expected Years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.1 years</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3.5 years</span></td></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1) The present value discount rate includes estimated risk premium</span></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There were no assets or liabilities measured at fair value on a recurring basis as of the year ended December 31, 2019. The following table summarize the assets and liabilities measured at fair value on a recurring basis as of December 31, 2020.</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:19.138%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.842%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12/31/2020</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Level 1</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Level 2</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Level 3</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">Financial Assets</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Cash Equivalents</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15,002 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15,002 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Short term investments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55,141 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55,141 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%;text-decoration:underline">Financial Liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Contingent Consideration</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30,710 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30,710 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 15002000 15002000 0 0 55141000 55141000 30710000 0 0 30710000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the change in fair value of Level 3 instruments in 2020:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:61.102%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.841%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:35.657%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Balance at January 1, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Contingent consideration recorded as a result of the acquisition (Note 3)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27,190 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Change in fair value of contingent consideration</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,520 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Balance at December 31, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30,710 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 27190000 3520000 30710000 0.00231 0.00258 0.00437 0.00518 P4Y1M6D P3Y6M PROPERTY AND EQUIPMENT, NET<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net consisted of the following: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.851%"><tr><td style="width:1.0%"/><td style="width:78.482%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.736%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.545%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.737%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Land</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,645 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,645 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Building and building improvements</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,591 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,951 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Computer equipment and software</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,218 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,070 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Office and other equipment</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,060 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">751 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Instruments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29,916 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21,963 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sample inventory</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,453 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,213 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Construction in progress</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,995 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,734 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">44,878 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">34,327 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: accumulated depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(17,651)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,978)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total property and equipment, net</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27,227 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21,349 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>Depreciation expense is included in general and administrative expenses and was $4,660, $3,749 and $2,514 for the years ended December 31, 2020, 2019 and 2018, respectively. <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net consisted of the following: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.851%"><tr><td style="width:1.0%"/><td style="width:78.482%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.736%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.545%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.737%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Land</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,645 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,645 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Building and building improvements</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,591 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,951 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Computer equipment and software</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,218 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,070 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Office and other equipment</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,060 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">751 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Instruments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29,916 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21,963 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sample inventory</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,453 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,213 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Construction in progress</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,995 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,734 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">44,878 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">34,327 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: accumulated depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(17,651)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,978)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total property and equipment, net</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27,227 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21,349 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1645000 1645000 2591000 1951000 2218000 2070000 1060000 751000 29916000 21963000 2453000 2213000 4995000 3734000 44878000 34327000 17651000 12978000 27227000 21349000 4660000 3749000 2514000 ACCRUED COMPENSATION AND BENEFITS<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued compensation and benefits consisted of the following:</span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.851%"><tr><td style="width:1.0%"/><td style="width:78.482%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.736%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.545%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.737%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued compensation and related costs</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,896 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,573 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued commissions</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,644 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,776 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total accrued compensation and benefits</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,540 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,349 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued compensation and benefits consisted of the following:</span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.851%"><tr><td style="width:1.0%"/><td style="width:78.482%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.736%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.545%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.737%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued compensation and related costs</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,896 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,573 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued commissions</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,644 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,776 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total accrued compensation and benefits</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,540 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,349 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1896000 1573000 2644000 2776000 4540000 4349000 DEBT AND CREDIT ARRANGEMENTS<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-term debt consisted of the following: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.851%"><tr><td style="width:1.0%"/><td style="width:78.482%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.736%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.545%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.737%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Note payable to Squadron</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">19,891 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Revolving credit facility with Squadron</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,000 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Mortgage payable to affiliate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,175 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,300 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total debt</span></td><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,175 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26,191 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: current maturities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">131 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">124 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Long-term debt, net of current maturities</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,044 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26,067 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 31, 2017, we entered into a Fourth Amended and Restated Loan and Security Agreement, or the Loan Agreement, with Squadron Capital LLC, or Squadron. Pursuant to the Loan Agreement, a majority of the term loan amounts under a previous agreement with Squadron were consolidated into a $20,000 term note, represented by a Term Note A, and a $15,000 revolving credit facility was established. Both facilities include interest only payments and provide for an interest rate equal to the greater of (a) three month LIBOR plus 8.61% and (b) 10%. The Loan Agreement also extended the maturity date to January 31, 2023. </span></div><div style="padding-right:7pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In order to finance a portion of the cash consideration for the acquisition of the Vilex Companies, the Company entered into a first Amendment, or the Amendment, to the Loan Agreement (as so amended, the "First Amended Loan Agreement"), with Squadron. The First Amended Loan Agreement provided for a new $30,000 term loan facility, represented by a Term Note B, in addition to the existing $20,000 Term Note A and $15,000 revolving credit facility. Similar to the other facilities under the First Amended Loan Agreement, the Term Note B was subject to interest only payments at an interest rate equal to the greater of (a) three month LIBOR plus 8.61%, and (b) 10.00%. The Term Note B, which would have matured no later than May 31, 2020, was paid in full on December 31, 2019 using $25,000 received in exchange for the divestiture of the adult product offerings of Vilex and the related Orthex license agreement, and $5,000 from the available Squadron revolving credit facility. On January 4, 2020, the Company repaid $5,000 on the revolving credit facility with Squadron. On July 15, 2020, the Company repaid the $20,000 principal amount outstanding under the Term Note A, together with all unpaid interest and other related amounts payable. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On August 4, 2020, the Company entered into a Second Amendment (the “Second Amendment”) to its First Amended Loan Agreement with Squadron (as so further amended, the “Second Amended Loan Agreement”). Pursuant to the Second Amendment, the First Amended Loan Agreement’s revolving credit commitment was increased from the previously established $15,000 to $25,000. The Company has agreed to pay Squadron an unused commitment fee in an amount equal to the per annum rate of 0.50% (computed on the basis of a year of 360 days and the actual number of days elapsed) times the daily unused portion of the revolving credit commitment. The unused commitment fee is payable quarterly in arrears and is recorded in interest, net. For the year ended December 31, 2020 the unused commitment fee paid to Squadron was $52. </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Borrowings under the revolving credit facility will be made under a First Amended and Restated Revolving Note, dated August 4, 2020 (the “Amended Revolving Note”), payable, jointly and severally, by the Company and each of its subsidiaries party thereto. The Amended Revolving Note will mature at the earlier of: (i) the date on which any person or persons acquire (x) capital stock of the Company possessing the voting power to elect a majority of the Company’s Board of Directors (whether by merger, consolidation, reorganization, combination, sale or transfer), or (y) all or substantially all of the Company’s assets, determined on a consolidated basis; and (ii) January 1, 2024. Prior to the Second Amendment, the revolving credit facility was to have matured on January 31, 2023. The Second Amended Loan Agreement continues to provide for interest only payments, which are payable monthly, with interest rates equal to the greater of (a) three month LIBOR plus 8.61%, and (b) 10.00%. There are no outstanding term loan obligations under the Second Amended Loan Agreement. </span></div><div><span><br/></span></div><div style="padding-right:7pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:123%">Borrowings under the Second Amended Loan Agreement are secured by substantially all of the Company's assets and are unconditionally guaranteed by each of its subsidiaries with the exception of Vilex. There are no traditional financial covenants associated with the Second Amended Loan Agreement. However, there are negative covenants that prohibit us from, among other things, transferring any of our material assets, merging with or acquiring another entity, entering into a transaction that would result in a change of control, incurring additional indebtedness, creating any lien on our property, making investments in third parties and redeeming stock or paying dividends. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the purchase of our office and warehouse space in Warsaw, Indiana in August 2013, we entered into a mortgage note payable to Tawani Enterprises Inc., an affiliate of Squadron. Pursuant to the terms of the mortgage note, we pay Tawani Enterprises Inc. monthly principal and interest installments of $16 with interest compounded at 5% until maturity in 2028, at which time a final payment of remaining principal and interest is due. The mortgage is secured by the related real estate and building. As of December 31, 2020 and 2019, the mortgage balance was $1,175 and $1,300, respectively, of which current principal due of $131 and $124, respectively, was included in current portion of long-term debt. </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At December 31, 2020, the aggregate future principal payments on our debt arrangements are as follows: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:89.078%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.722%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">131 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">137 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">144 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">152 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">160 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">451 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,175 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>Interest expense relating to notes payable to Squadron and mortgage note payable with Tawani was $1,233, $4,229 and $2,255 for the years ended December 31, 2020, 2019 and 2018, respectively. <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-term debt consisted of the following: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.851%"><tr><td style="width:1.0%"/><td style="width:78.482%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.736%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.545%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.737%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Note payable to Squadron</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">19,891 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Revolving credit facility with Squadron</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">5,000 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Mortgage payable to affiliate</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,175 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,300 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total debt</span></td><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,175 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26,191 </span></td><td style="border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Less: current maturities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">131 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">124 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Long-term debt, net of current maturities</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,044 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26,067 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 19891000 0 5000000 1175000 1300000 1175000 26191000 131000 124000 1044000 26067000 20000000 15000000 0.0861 0.10 30000000 20000000 15000000 0.0861 0.1000 25000000 5000000 5000000 20000000 15000000 25000000 0.0050 52000 0.0861 0.1000 16000 0.05 1175000 1300000 131000 124000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At December 31, 2020, the aggregate future principal payments on our debt arrangements are as follows: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:89.078%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.722%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">131 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">137 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">144 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">152 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">160 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">451 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,175 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 131000 137000 144000 152000 160000 451000 1175000 1233000 4229000 2255000 STRATEGIC ARRANGEMENTS<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Effective December 1, 2007, we entered into a 10 year agreement with Case Western Reserve University (“CASE”) to assist in certain aspects of our research and development. Effective August 2, 2017, we entered into an Amended and Restated License Agreement to account for additional licensed product and extend the agreement for another ten years. The main focus of this research and development involves leveraging our exclusive rights to the Hamann-Todd Collection of the Cleveland National History Museum, the world's largest pediatric osteological collection, to assist in the design of implants which match pediatric bone curvature and structure. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In exchange for services, CASE receives certain royalties and up-front fees. The royalties and certain fees are contingent upon our obtaining FDA approval and the launch of our products into the marketplace. CASE receives a minimum annual royalty of $10 or a royalty of 3% of net sales on products, whichever is greater. Additionally, for each new product developed, CASE will receive milestone payments of $5 for FDA approval to sell our products within the United States and a milestone payment of $10 for general product launch. Additionally, CASE receives a royalty of 3% of net sales on products fully developed and being sold in the marketplace.</span></div>The royalty expense recognized related to the CASE agreement is recorded as a component of cost of revenue and amounted to $125, $153 and $145 for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, $35 and $39, respectively, was due to CASE. P10Y P10Y 10000 0.03 5000 10000 0.03 125000 153000 145000 35000 39000 INCOME TAXES <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was signed into United States tax law. The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to, (1) reduction of the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) elimination of the corporate alternative minimum tax (AMT); (3) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (4) current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) a new limitation on deductible interest expense; (6) limitations on the deductibility of certain executive compensation; (7) limitations on the use of FTCs to reduce the U.S. income tax liability; and (8) limitations on net operating losses (NOLs) generated after December 31, 2017, to 80 percent of taxable income.</span></div><div style="margin-top:3pt;padding-left:2pt;padding-right:5pt;text-align:justify"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Tax Act reduced the US federal corporate tax rate from a graduated rate up to 35% to a flat rate of 21%, effective January 1, 2018. The Company adjusted its deferred tax assets and liabilities at December 31, 2017 to reflect the Tax Act’s reduction of corporate income tax rates which are expected to be in effect in future years as the deferred tax assets and liabilities are realized. The effect of this provisional adjustment in the deferred provision for income taxes is a discrete net expense of $11,095, however this is offset with a reduction in the valuation allowance as of December 31, 2018.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:123%">In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Act. Corporate taxpayers may carryback net operating losses originating during 2018 through 2020 for up to five years, which was not previously allowed under the Tax Act. The CARES Act also eliminates the 80% of taxable income limitation allowing corporate entities to fully utilize net operating loss carryforwards to offset </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:123%">taxable income in 2018, 2019 and 2020. The enactment of the CARES Act did not result in any material impact to the Company’s income tax provision.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:123%">On December 27, 2020 the Consolidated Appropriations Act, 2021 (“CAA”) was signed into law. The CAA includes the COVID-related Tax Relief Act of 2020 (“COVID TRA”). The Company is continuing to assess the effect of the CAA and does not believe it will result in a material impact to the Company’s income tax provision.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Total income tax expense (benefit) for the years ended December 31, 2020, 2019 and 2018 was allocated as follows: </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:36.995%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.395%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.842%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income from continuing operations</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(723)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income from discontinued operations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(660)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total tax expense (benefit)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(723)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(660)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">For the years ended December 31, 2020, 2019 and 2018 loss from continuing operations before taxes of the Company consists of the following: </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:36.995%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.395%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.842%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Domestic</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(28,756)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,010)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(11,768)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,911)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(675)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(257)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(33,667)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,685)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,025)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of income tax expense (benefit) from continuing operations for the years ended December 31, 2020, 2019 and 2018 are as follows: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.702%"><tr><td style="width:1.0%"/><td style="width:67.855%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.750%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.750%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.753%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,033 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,663)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">564 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(723)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(Decrease) Increase in valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,070)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,099 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total income tax expense (benefit)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(723)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The reconciliation between the effective tax rate and the statutory tax rate is as follows:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.702%"><tr><td style="width:1.0%"/><td style="width:67.855%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.750%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.750%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.753%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Federal statutory rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">State statutory rate, net of federal benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Effect of foreign rates different from statutory</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Change in state rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2.5)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1.3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Nondeductible/nontaxable or other items</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">.3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unborn foreign tax deduction</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Change in valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(23.4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(19.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(25.8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income tax (expense) benefit</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.1 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The primary temporary differences that give rise to the deferred tax assets and liabilities are certain inventory adjustments, depreciation and amortization, interest expense, stock based compensation and net operating loss carryforwards.</span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The deferred tax assets and liabilities consisted of the following at December 31, 2020 and 2019:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.215%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.870%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.871%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Inventories, net</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,715 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,759 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Stock based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,938 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">980 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Loss carryforwards</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29,050 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22,153 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Credit carryforwards</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">176 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">260 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Interest carryforward</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,851 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">655 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued Settlements</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,467 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">382 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">417 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37,579 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26,224 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(33,160)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(25,392)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net deferred tax assets</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,419 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">832 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Intangibles</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9,120)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(113)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Property, plant and equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,054)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(719)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">       Total deferred tax liabilities</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(10,174)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(832)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred tax assets (liabilities), net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(5,755)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:center;text-indent:14pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The deferred tax assets were fully offset by a valuation allowance at December 31, 2020 and 2019, with the exception of certain deferred tax liabilities recognized in a foreign jurisdiction as a result of fair value adjustments recorded upon the acquisition of ApiFix. The Company has recorded a tax benefit during the year ended December 31, 2020, for losses generated in Israel. During 2019, the Company assumed certain deferred tax liabilities in connection with the acquisition of Vilex, which allowed for a release of $1,124 of the valuation allowance. Such amount was recognized in discontinued operations. As of December 31, 2020, we had available federal, state and foreign tax loss carryforwards of $98,918, $68,901 and $16,905, respectively. We had available federal tax credits of $176. Net operating losses generated prior to December 31, 2017 will begin to expire in 2028. Federal net operating losses generated after January 1, 2018 will have an indefinite carryforward period. An ownership change under Section 382 of the Internal Revenue Code was deemed to occur on May 30, 2014. Given the limitation calculation, we anticipate approximately $16,200 in losses generated prior to the ownership change date will be subject to potential limitation. The estimated annual limitation is $1,062. A second ownership change under Section 382 was deemed to occur on December 11, 2018. The estimated annual limitation is $9,736, which is increased by $22,430 over the first five years as a result of an unrealized built in gain. NOLs sustained prior to May 30, 2014 will still be constricted by the lower limitation. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2020. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. As a result, a full valuation continues to be recorded against the Company's net deferred tax assets, with the exception of Israel. </span></div><div><span><br/></span></div><div style="margin-bottom:10pt"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We are subject to taxation in the United States, Indiana and various other state and international jurisdictions. As of December 31, 2020, all tax years from 2008 remain open to examination by the major taxing jurisdictions to which we are subject due to our net operating loss and credit carryforwards from those years. We believe that the income tax filing positions will be sustained on audit and do not anticipate any adjustments that will result in a material change. Therefore, no reserve for uncertain income tax positions has been recorded. Interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes.</span></div>At December 31, 2020, our foreign operations held cash totaling $5,398. We have not provided for foreign withholding tax on the undistributed earnings from our non-U.S. subsidiaries that are considered to be indefinitely reinvested. If such earnings were to be distributed, any foreign withholding tax would not be significant. 11095000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Total income tax expense (benefit) for the years ended December 31, 2020, 2019 and 2018 was allocated as follows: </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:36.995%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.395%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.842%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income from continuing operations</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(723)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income from discontinued operations</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(660)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total tax expense (benefit)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(723)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(660)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of income tax expense (benefit) from continuing operations for the years ended December 31, 2020, 2019 and 2018 are as follows: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.702%"><tr><td style="width:1.0%"/><td style="width:67.855%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.750%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.750%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.753%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,033 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,663)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">564 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(723)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(Decrease) Increase in valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,070)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">3,099 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total income tax expense (benefit)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(723)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -723000 0 0 0 -660000 0 -723000 -660000 0 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">For the years ended December 31, 2020, 2019 and 2018 loss from continuing operations before taxes of the Company consists of the following: </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:36.995%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.395%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.840%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.842%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Domestic</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(28,756)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,010)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(11,768)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,911)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(675)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(257)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(33,667)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,685)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,025)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -28756000 -12010000 -11768000 -4911000 -675000 -257000 -33667000 -12685000 -12025000 0 1033000 -3663000 0 37000 564000 -723000 0 0 0 -1070000 3099000 -723000 0 0 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The reconciliation between the effective tax rate and the statutory tax rate is as follows:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.702%"><tr><td style="width:1.0%"/><td style="width:67.855%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.750%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.750%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.753%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Federal statutory rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">State statutory rate, net of federal benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Effect of foreign rates different from statutory</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Change in state rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2.5)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1.3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Nondeductible/nontaxable or other items</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">.3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Unborn foreign tax deduction</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Change in valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(23.4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(19.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(25.8)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Income tax (expense) benefit</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.1 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 0.210 0.210 0.210 0.018 -0.007 0.009 0.001 0 0.002 -0.025 -0.013 -0.012 0.011 0.003 0.049 0.040 0 0 -0.234 -0.193 -0.258 0.021 0 0 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The deferred tax assets and liabilities consisted of the following at December 31, 2020 and 2019:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.215%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.870%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.871%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Inventories, net</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,715 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,759 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Stock based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,938 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">980 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Loss carryforwards</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29,050 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22,153 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Credit carryforwards</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">176 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">260 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Interest carryforward</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,851 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">655 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Accrued Settlements</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,467 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">382 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">417 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">37,579 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26,224 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(33,160)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(25,392)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net deferred tax assets</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">4,419 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">832 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Intangibles</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9,120)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(113)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Property, plant and equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,054)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(719)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">       Total deferred tax liabilities</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(10,174)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(832)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Deferred tax assets (liabilities), net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(5,755)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 2715000 1759000 1938000 980000 29050000 22153000 176000 260000 1851000 655000 1467000 0 382000 417000 37579000 26224000 33160000 25392000 4419000 832000 9120000 113000 1054000 719000 10174000 832000 5755000 0 -1124000 98918000 68901000 16905000 176000 16200000 1062000 9736000 22430000 0 5398000 STOCKHOLDERS’ EQUITYPrior to our IPO, we maintained an Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) that provides for grants of options and restricted stock to employees, directors and associated third-party <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">representatives of our company as determined by the Board of Directors. The 2007 Plan had authorized 1,585,000 shares for award. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Immediately prior to our IPO, we adopted our 2017 Incentive Award Plan (the “2017 Plan”) which replaced the 2007 Plan. The 2017 Plan provides for grants of options and restricted stock to officers, employees, consultants or directors of our Company. The 2017 Plan has authorized 1,789,647 shares for award. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock Options</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value for options granted at the time of issuance were estimated at the date of grant using a Black-Scholes options pricing model. Significant assumptions included in the option value model include the fair value of our common stock at the grant date, weighted average volatility, risk-free interest rate, dividend yield and the forfeiture rate. There were no stock options granted in any of the periods presented.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our stock option activity and related information are summarized as follows: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:52.769%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.783%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted-Average Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted-Average Remaining Contractual Terms (in Years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at January 1, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">176,959 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29.42 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.0</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(50,652)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27.61 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(14,213)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29.85 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">112,094 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.32 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.8</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,546)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27.61 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(38,920)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29.3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">70,628 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.97 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.2</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,556)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.97 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(53,270)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.97 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,802 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.97 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.6</span></td></tr></table></div><div style="text-align:center"><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Options generally include a time-based vesting schedule permitting the options to vest ratably over three years. At December 31, 2020 and 2019, all options were fully vested. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There was no stock-based compensation expense on stock options for all periods presented. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Restricted Stock</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our restricted stock activity and related information are summarized as follows: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:68.439%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.758%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.542%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.761%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted Stock</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted-Average Remaining Contractual Terms (in Years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at January 1, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">548,005 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.3</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">178,543 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,335)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at Vested</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(547,920)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">177,293 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.2</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">154,769 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9,616)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at Vested</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,444)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">318,002 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.7</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">164,010 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,885)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(43,397)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">436,730 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.1</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted stock exercisable at December 31, 2020</span></td><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At December 31, 2020, there was $7,114 of unrecognized compensation expense remaining related to our service-based restricted stock awards. The unrecognized compensation cost is expected to be recognized over a </span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">weighted average period of 1.1 years. All restricted stock granted prior to May 2014 vested upon our IPO and the remaining grants under the 2007 Plan vested six months after the IPO.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense on restricted stock amounted to $6,196, $2,603 and $3,185 for the years ended December 31, 2020, 2019 and 2018, respectively. The increase in the stock compensation expense for the twelve months ended December 31, 2020 was primarily driven by a third year of restricted stock grants in a <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3NDUyN2QwZDZmMjQwOTE4ZTNjMjYyNDg0M2ZkZWQ5L3NlYzpkNzQ1MjdkMGQ2ZjI0MDkxOGUzYzI2MjQ4NDNmZGVkOV8yMjYvZnJhZzozMjVlNDVhNWQzMDU0ZTQyODc5ODlkNjRmOGFlYTU3Mi90ZXh0cmVnaW9uOjMyNWU0NWE1ZDMwNTRlNDI4Nzk4OWQ2NGY4YWVhNTcyXzMyOTg1MzQ4OTEyMTQ_f007d593-59f6-4999-b6ca-7df87717cd31">three</span> year vesting cycle and one-time stock grants related to executive management transitions that vested immediately resulting in an additional $1,542 of expense.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Warrants</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our warrant activity and related information are summarized below: </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:63.929%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.013%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.014%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Warrants</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted-Average Exercise Price</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at January 1, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">44,101 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27.03 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(37,311)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26.89 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,790 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27.81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(6,386)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27.61 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.97 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(404)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.97 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For all periods presented, the warrants were issued at exercise prices ranging from $26.27 to $30.97 per share. The warrants generally have a 10-year term. No warrants have been exercised during each of the three years in the period ended December 31, 2020. At inception and as of December 31, 2020, 2019 and 2018, no fair value was assigned to the warrants.</span></div> 1585000 1789647 0 0 0 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our stock option activity and related information are summarized as follows: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:52.769%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.780%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.783%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted-Average Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted-Average Remaining Contractual Terms (in Years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at January 1, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">176,959 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29.42 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.0</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(50,652)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27.61 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(14,213)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29.85 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">112,094 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.32 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.8</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,546)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27.61 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(38,920)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">29.3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">70,628 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.97 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.2</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,556)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.97 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(53,270)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.97 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,802 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.97 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.6</span></td></tr></table></div> 176959 29.42 P2Y 50652 27.61 14213 29.85 112094 30.32 P1Y9M18D 2546 27.61 38920 29.3 70628 30.97 P1Y2M12D 4556 30.97 53270 30.97 12802 30.97 P1Y7M6D P3Y 0 0 0 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our restricted stock activity and related information are summarized as follows: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:68.439%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.758%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.542%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.761%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted Stock</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted-Average Remaining Contractual Terms (in Years)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at January 1, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">548,005 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.3</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">178,543 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,335)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at Vested</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(547,920)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">177,293 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2.2</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">154,769 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9,616)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at Vested</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,444)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">318,002 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.7</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">164,010 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,885)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(43,397)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">436,730 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1.1</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted stock exercisable at December 31, 2020</span></td><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr></table></div> 548005 P0Y3M18D 178543 1335 547920 177293 P2Y2M12D 154769 9616 4444 318002 P1Y8M12D 164010 1885 43397 436730 P1Y1M6D 0 7114000 P1Y1M6D P6M 6196000 2603000 3185000 1542000 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our warrant activity and related information are summarized below: </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:63.929%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.013%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.014%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Warrants</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted-Average Exercise Price</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at January 1, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">44,101 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27.03 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(37,311)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">26.89 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,790 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27.81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(6,386)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">27.61 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2019</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.97 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Forfeited or expired</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(404)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">30.97 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Outstanding at December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div> 44101 27.03 37311 26.89 6790 27.81 6386 27.61 404 30.97 404 30.97 0 26.27 30.97 P10Y 0 0 0 0 0 0 NET LOSS PER SHARE<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a reconciliation of basic and diluted net loss per share attributable to common stockholders: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:63.036%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.358%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.358%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.360%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from continuing operations</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(32,944)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,685)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,025)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from discontinued operations</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,046)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss attributable to common stockholders - basic and diluted</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(32,944)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(13,731)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,025)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted average number of shares - basic and diluted</span></td><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18,056,828 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14,624,194 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,567,387 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from continuing operations per share attributable to common stockholders - basic and diluted</span></div></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1.82)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.87)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.96)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from discontinued operations per share attributable to common stockholders - basic and diluted</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.07)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss per share attributable to common stockholders - basic and diluted</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1.82)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.94)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.96)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our basic and diluted net loss per share is computed using the two-class method.  The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses.  Non-vested restricted stock that includes non-forfeitable rights to dividends are considered participating securities.  </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Because we have incurred a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. The following contingently issuable and convertible equity shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for all periods presented:</span></div><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.702%"><tr><td style="width:1.0%"/><td style="width:58.900%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted stock</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">436,730 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">318,002 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">177,293 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Stock options</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,802 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">70,628 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">112,094 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Warrants</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,790 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">449,532 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">389,034 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">296,177 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a reconciliation of basic and diluted net loss per share attributable to common stockholders: </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:63.036%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.358%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.358%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.544%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.360%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from continuing operations</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(32,944)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,685)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,025)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from discontinued operations</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,046)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss attributable to common stockholders - basic and diluted</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(32,944)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(13,731)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,025)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Weighted average number of shares - basic and diluted</span></td><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18,056,828 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14,624,194 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,567,387 </span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from continuing operations per share attributable to common stockholders - basic and diluted</span></div></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1.82)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.87)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.96)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from discontinued operations per share attributable to common stockholders - basic and diluted</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.07)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss per share attributable to common stockholders - basic and diluted</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1.82)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.94)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.96)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -32944000 -12685000 -12025000 -1046000 -32944000 -13731000 -12025000 18056828 14624194 12567387 -1.82 -0.87 -0.96 0 -0.07 0 -1.82 -0.94 -0.96 The following contingently issuable and convertible equity shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for all periods presented:<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.702%"><tr><td style="width:1.0%"/><td style="width:58.900%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Restricted stock</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">436,730 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">318,002 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">177,293 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Stock options</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,802 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">70,628 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">112,094 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Warrants</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">404 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">6,790 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">449,532 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">389,034 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">296,177 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 436730 318002 177293 12802 70628 112094 0 404 6790 449532 389034 296177 BUSINESS SEGMENT <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. We have one operating and reportable segment, OrthoPediatrics, which designs, develops and markets anatomically appropriate implants and devices for children with orthopedic problems. Our chief operating decision-maker, our Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance, accompanied by disaggregated revenue information by product category. We do not assess the performance of our individual product categories on measures of profit or loss, or other asset-based metrics. Therefore, the information below is presented only for revenue by category and geography. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Product sales attributed to a country or region includes product sales to hospitals, physicians and distributors and is based on the final destination where the products are sold. No individual customer accounted for more than 10% of total product sales for any of the periods presented. No customer accounted for more than 10% of consolidated accounts receivable as of December 31, 2020 or 2019. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Disaggregated revenue - product sales by source were as follows:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.702%"><tr><td style="width:1.0%"/><td style="width:58.900%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product sales by geographic location:</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">U.S.</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">62,966 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55,055 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">43,461 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">International</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,112 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17,497 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14,098 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71,078 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">72,552 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">57,559 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-align:center"><span><br/></span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.702%"><tr><td style="width:1.0%"/><td style="width:58.900%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product sales by category:</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trauma and deformity</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47,677 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">49,371 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">39,695 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Scoliosis</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20,738 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21,485 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16,662 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sports medicine/other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,663 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,696 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,202 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71,078 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">72,552 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">57,559 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>No individual country with sales originating outside of the United States accounted for more than 10% of consolidated revenue for the years ended December 31, 2020, 2019 and 2018. 1 <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Disaggregated revenue - product sales by source were as follows:</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.702%"><tr><td style="width:1.0%"/><td style="width:58.900%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product sales by geographic location:</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">U.S.</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">62,966 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">55,055 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">43,461 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">International</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">8,112 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17,497 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14,098 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71,078 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">72,552 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">57,559 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 62966000 55055000 43461000 8112000 17497000 14098000 71078000 72552000 57559000 <table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.702%"><tr><td style="width:1.0%"/><td style="width:58.900%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.546%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Product sales by category:</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Trauma and deformity</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">47,677 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">49,371 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">39,695 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Scoliosis</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20,738 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">21,485 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16,662 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sports medicine/other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">2,663 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,696 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">1,202 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Total</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">71,078 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">72,552 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">57,559 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 47677000 49371000 39695000 20738000 21485000 16662000 2663000 1696000 1202000 71078000 72552000 57559000 RELATED PARTY TRANSACTIONSIn addition to the debt and credit agreements and mortgage with Squadron and its affiliate (refer to Note 6), we currently use Structure Medical, LLC (“Structure Medical”) as one of our suppliers. Structure Medical is affiliated with Squadron and a supplier with which we maintain certain long-term agreements. Our aggregate payments to Structure Medical for inventory purchases were $2,622, $3,933 and $4,026 for the years ended December 31, 2020, 2019 and 2018, respectively. On December 31, 2019, the Company divested Vilex for $25,000 to an affiliate of Squadron. In conjunction with the divestiture, the Company also entered into an exclusive perpetual license agreement to permit the purchasers of Vilex the ability to access intellectual property and sell products using the external fixation technology of Orthex, LLC to non-pediatric accounts. For the year ended December 31, 2020, sales and payments related to inventory purchases to Squadron's affiliate, now known as Vilex, LLC, were $595 and $2,900, respectively. 1 2622000 3933000 4026000 25000000 595000 2900000 EMPLOYEE BENEFIT PLANWe have a defined-contribution plan, OrthoPediatrics 401(k) Retirement Plan (the “401(k) Plan”), which includes a cash or deferral (Section 401(k)) arrangement. The 401(k) Plan covers those employees who meet certain eligibility requirements and elect to participate. Employee contributions are limited to the annual amounts permitted under the Internal Revenue Code. The 401(k) Plan allows us to make a discretionary matching contribution. Discretionary matching contributions are determined annually by management. Effective January 1, 2019, we elected to match our employees' 401(k) contributions up to 3% of employees' salary. This was increased to 4% effective January 1, 2020. For the years ended December 31, 2020 and 2019, we matched $439 and $246, respectively of our employees' 401(k) contributions. 0.03 0.04 439000 246000 COMMITMENTS AND CONTINGENCIES<div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">From time to time, we are involved in various legal proceedings arising in the ordinary course of our business. On January 20, 2017, K2M, Inc. filed suit against us in the United States District Court for the District of Delaware (K2M, Inc. v. OrthoPediatrics Corp. et al., Case No. 1:17-cv-0061) seeking unspecified damages for alleged infringement of U.S. Patent No. 9,532,816. The complaint was amended on August 21, 2017 to add, among other things, a claim of patent infringement regarding U.S. Patent No. 9,655,664. These patents relate to certain instruments used in our RESPONSE™ spine systems, which represent a portion of our total scoliosis portfolio. We have denied these claims and responded with counterclaims seeking declaratory relief that the patents in question are both invalid and not infringed. The parties attended a court-ordered mediation on October 24, 2017, which did not resolve the dispute, but as we move forward with this matter we welcome constructive discussions on a negotiated settlement. Nevertheless, we view our case as particularly strong and will continue to vigorously defend this matter. On June 28, 2018, the United States Patent and Trademark Office's Patent Trial and Appeal Board ("PTAB") instituted limited review concerning whether certain third parties had described the invention of certain of K2M's patent claims before allegedly invented by K2M. On July 10, 2018, the Court stayed the litigation pending the outcome of PTAB's review. On June 4, 2019, PTAB completed its review, finding, among other things, insufficient evidence of such description by the third parties. In early October 2019, the Court orally lifted the stay in federal district court. Thereafter, on November 19, 2019, K2M amended its complaint to add two (2) additional issued patents, to add claims of patent infringement regarding U.S. Patent Nos. 10,285,735 and 10,292,736 (both issued in May 2019). Like before, these newly issued patents relate to certain instruments used in our RESPONSE spine systems. Additionally, we have denied these most recent claims and responded with counterclaims seeking declaratory relief that the subject patents are both invalid and not infringed. Moreover, on November 20, 2019, the Court issued its Scheduling Order, which in part, set a trial date for April 12, 2021. Subsequently, the parties attended a second court-ordered mediation on February 25, 2020, which did not resolve the dispute, but we continue to welcome constructive discussions on a negotiated settlement. </span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:123%">Subsequent to year end, we entered into settlement negotiations regarding this matter and anticipate that it will be settled in the near term. However, no assurance can be given that a final settlement will be reached and, were negotiations to cease, we would vigorously defend the claims asserted against us. As intellectual property litigation can involve complex factual and legal questions, an adverse resolution of this proceeding could have a material adverse effect on our business, operating results and financial condition.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:123%">On December 30, 2020, Dr. Mark Barry filed suit against us in the United States District Court for the District of Delaware (Barry v. OrthoPediatrics Corp. et al., Case No. 1:20-cv-01786) seeking unspecified damages for alleged infringement of U.S. Patent Nos. 7,670,358; 8,361,121; 9,339,301; 9,668,787; and 9,668,788, which relate to systems and methods concerning derotation of spinal bodies to correct spinal deformities. Intellectual property litigation can involve complex factual and legal questions, and an adverse resolution of this proceeding could have a material adverse effect on our business, operating results and financial condition. The parties reached a verbal settlement in February 2021, but have not finalized the written settlement agreement, and do not expect to do so for several weeks.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">As of December 31, 2020, we have accrued $6,342 related to the potential outcome of outstanding legal matters.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:115%">We are not presently a party to any other legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate materially affect our financial position or results of operations or cash flows.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, we are contracted to pay royalties to individuals and entities that provide research and development services, which range from 0.5% to 20% of sales. Additionally, we have minimum royalty commitments of $10 annually through 2026.</span></div>We have products in development that have milestone payments and royalty commitments. In any development project, there are significant variables that will affect the amount and timing of these payments and as of December 31, 2020, we have not been able to determine the amount and timing of payments. We do not anticipate these future payments will have a material impact on our financial results. 6342000 0.005 0.20 10000 QUARTERLY FINANCIAL INFORMATION (UNAUDITED) <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The quarterly financial data presented should be read in conjunction with the consolidated financial statements and related notes.</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:98.660%"><tr><td style="width:1.0%"/><td style="width:42.338%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.760%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.760%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.760%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.575%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Three Months Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Mar. 31, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Jun. 30, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sep. 30, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Dec. 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16,356 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13,593 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22,205 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18,924 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross profit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,213 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10,061 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17,639 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15,118 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating loss</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,497)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7,017)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,498)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,743)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Loss before income tax benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,945)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9,447)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,539)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(14,736)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Provision for income taxes (benefit)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(723)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss </span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,945)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9,447)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,539)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(14,013)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss attributable to common stockholders</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,945)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9,447)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,539)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(14,013)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss per share attributable to common stockholders - basic and diluted</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.30)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.54)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.24)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.73)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Three Months Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Mar. 31, 2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Jun. 30, 2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sep. 30, 2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Dec. 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14,656 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18,200 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20,744 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18,952 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross profit</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10,655 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13,619 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15,895 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14,450 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating loss</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,717)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,790)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,539)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,031)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from continuing operations</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,020)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,459)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,877)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,329)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gain (Loss) from discontinued operations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">159 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(213)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,100)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,020)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,618)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,664)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(5,429)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss attributable to common stockholders</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,020)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,618)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,664)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(5,429)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from continuing operations per share attributable to common stockholders - basic and diluted</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.21)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.17)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.19)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.29)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from discontinued operations per share attributable to common stockholders - basic and diluted</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.01 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.01)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.07)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss per share attributable to common stockholders - basic and diluted</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.21)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.16)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.20)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.36)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarter ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. The aforementioned $2,730 reduction of revenue reduced gross profit in the fourth quarter and total year by $1,115.</span></div> <div><span style="color:#000000;font-family:'Arial',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The quarterly financial data presented should be read in conjunction with the consolidated financial statements and related notes.</span><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:98.660%"><tr><td style="width:1.0%"/><td style="width:42.338%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.760%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.760%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.569%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.760%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.575%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Three Months Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Mar. 31, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Jun. 30, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sep. 30, 2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Dec. 31, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">16,356 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13,593 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">22,205 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18,924 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross profit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">12,213 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10,061 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">17,639 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15,118 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating loss</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,497)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(7,017)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,498)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(12,743)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Loss before income tax benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,945)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9,447)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,539)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(14,736)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Provision for income taxes (benefit)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(723)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss </span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,945)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9,447)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,539)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(14,013)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss attributable to common stockholders</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,945)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(9,447)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,539)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(14,013)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss per share attributable to common stockholders - basic and diluted</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.30)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.54)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.24)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.73)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Three Months Ended</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Mar. 31, 2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Jun. 30, 2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Sep. 30, 2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Dec. 31, 2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14,656 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18,200 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">20,744 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">18,952 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gross profit</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">10,655 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">13,619 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">15,895 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">14,450 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Operating loss</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,717)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,790)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,539)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,031)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from continuing operations</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,020)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,459)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,877)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(4,329)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Gain (Loss) from discontinued operations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">159 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(213)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(1,100)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,020)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,618)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,664)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(5,429)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss attributable to common stockholders</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(3,020)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,618)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(2,664)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(5,429)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from continuing operations per share attributable to common stockholders - basic and diluted</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.21)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.17)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.19)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.29)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss from discontinued operations per share attributable to common stockholders - basic and diluted</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">0.01 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.01)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.07)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">Net loss per share attributable to common stockholders - basic and diluted</span></td><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.21)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.16)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.20)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Arial',sans-serif;font-size:8pt;font-weight:400;line-height:100%">(0.36)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 16356000 13593000 22205000 18924000 12213000 10061000 17639000 15118000 -4497000 -7017000 -2498000 -12743000 -4945000 -9447000 -4539000 -14736000 0 0 0 -723000 -4945000 -9447000 -4539000 -14013000 -4945000 -9447000 -4539000 -14013000 -0.30 -0.54 -0.24 -0.73 14656000 18200000 20744000 18952000 10655000 13619000 15895000 14450000 -2717000 -1790000 -1539000 -3031000 -3020000 -2459000 -2877000 -4329000 0 159000 -213000 -1100000 -3020000 -2618000 -2664000 -5429000 -3020000 -2618000 -2664000 -5429000 -0.21 -0.17 -0.19 -0.29 0 0.01 -0.01 -0.07 -0.21 -0.16 -0.20 -0.36 2730000 2730000 1115000 SUBSEQUENT EVENTSOn January 15, 2021, the Company expanded to 14 international agents, broadening its reach into the largest European market of Germany, Austria and Switzerland by converting long-standing distribution partners. 14 XML 16 R1.htm IDEA: XBRL DOCUMENT v3.20.4
Cover - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Mar. 09, 2021
Jun. 30, 2020
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2020    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-38242    
Entity Registrant Name ORTHOPEDIATRICS CORP    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 26-1761833    
Entity Address, Address Line One 2850 Frontier Drive    
Entity Address, City or Town Warsaw    
Entity Address, State or Province IN    
Entity Address, Postal Zip Code 46582    
City Area Code 574    
Local Phone Number 268-6379    
Title of 12(b) Security Common Stock, $0.00025 par value per share    
Trading Symbol KIDS    
Security Exchange Name NASDAQ    
Entity Well Known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company true    
Entity Ex Transition Period true    
ICFR Auditor Attestation Flag false    
Entity Shell Company false    
Entity Public Float     $ 593.7
Entity Common Stock, Shares Outstanding   19,658,335  
Document Fiscal Period Focus FY    
Amendment Flag false    
Document Fiscal Year Focus 2020    
Entity Central Index Key 0001425450    
XML 17 R2.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED BALANCE SHEETS
€ in Thousands, $ in Thousands
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Current assets:    
Cash and cash equivalents $ 28,758 $ 70,777
Restricted cash 1,374 1,250
Short term investments 55,141 0
Accounts receivable - trade, less allowance for doubtful accounts of $433 and $506, respectively 17,212 16,003
Inventories, net 52,989 38,000
Notes receivable 337 564
Prepaid expenses and other current assets 2,618 1,464
Total current assets 158,429 128,058
Property and equipment, net 27,227 21,349
Other assets:    
Amortizable intangible assets, net 50,284 14,484
Goodwill 70,511 13,773
Other intangible assets 13,961 4,490
Total other assets 134,756 32,747
Total assets 320,412 182,154
Current liabilities:    
Accounts payable - trade 10,038 6,467
Accrued compensation and benefits 4,540 4,349
Accrued legal settlements 6,342 0
Less: current maturities 131 124
Current portion of acquisition installment payable 12,233 0
Other current liabilities 1,744 2,723
Total current liabilities 35,028 13,663
Long-term liabilities:    
Long-term debt with affiliate, net of current portion 1,044 26,067
Acquisition installment payable, net of current portion 12,784 0
Contingent consideration 30,710 0
Deferred income taxes 5,755 0
Other long-term liabilities 323 63
Total long-term liabilities 50,616 26,130
Total liabilities 85,644 39,793
Commitments and contingencies
Stockholders' equity:    
Common stock, $0.00025 par value; 50,000,000 shares authorized; 19,560,291 shares and 16,723,128 shares issued and outstanding as of December 31, 2020 and December 31, 2019 5 4
Additional paid-in capital 388,622 271,182
Accumulated deficit (161,766) (128,822)
Accumulated other comprehensive income (loss) 7,907 (3)
Total stockholders' equity 234,768 142,361
Total liabilities and stockholders' equity $ 320,412 $ 182,154
XML 18 R3.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 433 $ 506
Common stock, par value (in dollars per share) $ 0.00025 $ 0.00025
Common stock, shares authorized (in shares) 50,000,000 50,000,000
Common stock, shares issued (in shares) 19,560,291 16,723,128
Common stock, shares outstanding (in shares) 19,560,291 16,723,128
XML 19 R4.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Statement [Abstract]      
Net revenue $ 71,078 $ 72,552 $ 57,559
Cost of revenue 16,047 17,933 14,879
Gross profit 55,031 54,619 42,680
Operating expenses:      
Sales and marketing 31,854 31,284 26,563
General and administrative 38,317 26,664 20,938
Legal settlement expenses 6,342 0 0
Research and development 5,273 5,748 4,732
Total operating expenses 81,786 63,696 52,233
Operating loss (26,755) (9,077) (9,553)
Other expenses:      
Interest expense, net 3,412 3,538 2,255
Fair value adjustment of contingent consideration 3,520 0 0
Other expense (income) (20) 70 217
Total other expenses 6,912 3,608 2,472
Loss before income taxes (33,667) (12,685) (12,025)
Provision for income taxes (benefit) (723) 0 0
Net loss from continuing operations (32,944) (12,685) (12,025)
Net loss from discontinued operations 0 (1,046) 0
Net loss (32,944) (13,731) (12,025)
Net loss attributable to common stockholders $ (32,944) $ (13,731) $ (12,025)
Weighted average number of shares - basic and diluted (in shares) 18,056,828 14,624,194 12,567,387
Net loss from continuing operations per share attributable to common stockholders - basic and diluted (in dollars per share) $ (1.82) $ (0.87) $ (0.96)
Net loss from discontinued operations per share attributable to common stockholders - basic and diluted (in dollars per share) 0 (0.07) 0
Net loss per share attributable to common stockholders - basic and diluted (in dollars per share) $ (1.82) $ (0.94) $ (0.96)
XML 20 R5.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Statement of Comprehensive Income [Abstract]      
Net loss $ (32,944) $ (13,731) $ (12,025)
Other comprehensive (loss) income:      
Foreign currency translation adjustment 7,857 620 (758)
Unrealized gain (loss) on short-term investments 53 0 0
Other comprehensive (loss) income, net of tax 7,910 620 (758)
Comprehensive loss $ (25,034) $ (13,111) $ (12,783)
XML 21 R6.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Balance (in shares) at Dec. 31, 2017   12,621,781      
Balance at Dec. 31, 2017 $ 47,495 $ 2 $ 150,424 $ (103,066) $ 135
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net loss (12,025)     (12,025)  
Restricted stock (in shares)   177,208      
Restricted stock $ 3,186 $ 1 3,185    
Stock option exercise (in shares) 14,213 14,213      
Stock option exercise $ 410   410    
Issuance of common stock, net of issuance cost (in shares)   1,725,000      
Issuance of common stock, net of issuance cost 43,424 $ 1 43,423    
Other comprehensive income (758)       (758)
Balance (in shares) at Dec. 31, 2018   14,538,202      
Balance at Dec. 31, 2018 81,732 $ 4 197,442 (115,091) (623)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net loss (13,731)     (13,731)  
Acquisition consideration (in shares)   245,352      
Acquisition consideration 10,000   10,000    
Restricted stock (in shares)   145,153      
Restricted stock $ 2,603   2,603    
Stock option exercise (in shares) 38,920 38,921      
Stock option exercise $ 1,141   1,141    
Issuance of common stock, net of issuance cost (in shares)   1,755,500      
Issuance of common stock, net of issuance cost 59,996   59,996    
Other comprehensive income $ 620       620
Balance (in shares) at Dec. 31, 2019 16,723,128 16,723,128      
Balance at Dec. 31, 2019 $ 142,361 $ 4 271,182 (128,822) (3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net loss (32,944)     (32,944)  
Acquisition consideration (in shares)   1,025,782      
Acquisition consideration 39,388   39,388    
Restricted stock (in shares)   162,125      
Restricted stock $ 6,196   6,196    
Stock option exercise (in shares) 53,270 53,270      
Stock option exercise $ 1,650   1,650    
Issuance of common stock, net of issuance cost (in shares)   1,595,986      
Issuance of common stock, net of issuance cost 70,207 $ 1 70,206    
Other comprehensive income $ 7,910       7,910
Balance (in shares) at Dec. 31, 2020 19,560,291 19,560,291      
Balance at Dec. 31, 2020 $ 234,768 $ 5 $ 388,622 $ (161,766) $ 7,907
XML 22 R7.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
OPERATING ACTIVITIES      
Net loss $ (32,944) $ (13,731) $ (12,025)
Adjustments to reconcile net loss to net cash used in operating activities:      
Loss on sale of discontinued operations 0 210 0
Depreciation and amortization 8,010 4,671 2,892
Stock-based compensation 6,196 2,603 3,185
Fair value adjustment of contingent consideration 3,520 0 0
Acquisition installment payable 2,397 0 0
Deferred income taxes (723) 0 0
Changes in certain current assets and liabilities:      
Accounts receivable - trade (451) (5,820) (3,801)
Inventories (12,070) (9,767) (4,801)
Prepaid expenses and other current assets (719) (137) (425)
Accounts payable - trade 3,071 2,401 (1,524)
Accrued legal settlements 6,342 0 0
Accrued expenses and other liabilities (1,074) 1,946 947
Other (85) (1) (31)
Net cash used in operating activities - continuing operations (18,530) (17,625) (15,583)
Net cash used by operating activities - discontinued operations 0 (144) 0
Net cash used in operating activities (18,530) (17,769) (15,583)
INVESTING ACTIVITIES      
Acquisition of Telos, net of cash acquired (1,670) 0 0
Acquisition of ApiFix, net of cash acquired (1,723) 0 0
Acquisition of Vilex and Orthex, net of cash acquired 0 (49,836) 0
Purchase of notes receivable 0 0 (502)
Purchase of short term investments (55,000) 0 0
Purchases of property and equipment (10,504) (11,816) (5,253)
Net cash used in investing activities (69,693) (61,922) (5,965)
FINANCING ACTIVITIES      
Payments on note with affiliate (25,000) 0 0
Proceeds from issuance of debt with affiliate 0 30,000 0
Payment of revolving credit facility with affiliate 0 0 (4,065)
Proceeds from issuance of common stock, net of issuance costs 70,207 59,996 43,425
Proceeds from exercise of stock options 1,650 1,141 410
Payments on mortgage notes (125) (118) (113)
Net cash provided by financing activities 46,732 91,019 39,657
Effect of exchange rate changes on cash (404) 8 0
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH (41,895) 11,336 18,109
Cash and restricted cash, beginning of period 72,027 60,691 42,582
Cash and restricted cash, end of period 30,132 72,027 60,691
SUPPLEMENTAL DISCLOSURES      
Cash paid for interest 1,233 4,229 2,255
Transfer of instruments from property and equipment to inventory 415 1,037 362
Divestiture consideration allocated to assets held for sale (See Note 4) 0 25,000 0
Payment of Term Note B with revolving credit facility (See Note 8) 0 5,000 0
Vilex and Orthex      
SUPPLEMENTAL DISCLOSURES      
Issuance of common shares in acquisition 0 10,000 0
Telos      
SUPPLEMENTAL DISCLOSURES      
Issuance of common shares in acquisition 1,568 0 0
ApiFix      
SUPPLEMENTAL DISCLOSURES      
Issuance of common shares in acquisition 35,176 0 0
Band-Lok      
SUPPLEMENTAL DISCLOSURES      
Issuance of common shares in acquisition 2,644 0 0
Licenses      
INVESTING ACTIVITIES      
Purchases of licenses 0 (270) (210)
Band-Lok intangible assets      
INVESTING ACTIVITIES      
Purchases of licenses $ (796) $ 0 $ 0
XML 23 R8.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS
 12 Months Ended
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BUSINESS BUSINESS
OrthoPediatrics Corp., a Delaware corporation, is a medical device company committed to designing, developing and marketing anatomically appropriate implants and devices for children with orthopedic conditions, giving pediatric orthopedic surgeons and caregivers the ability to treat children with technologies specifically designed to meet their needs. We sell our specialized products, including PediLoc®, PediPlates®, Cannulated Screws, PediFlexTM nail, PediNailTM, PediLoc® Tibia, ACL Reconstruction System, Locking Cannulated Blade, Locking Proximal Femur, Spica Tables, RESPONSETM Spine, BandLocTM, Pediguard, Pediatric Nailing Platform | Femur, Orthex, QuickPackTM and ApiFix® Mid-C System, to various hospitals and medical facilities throughout the United States and various international markets. We currently use a contract manufacturing model for the manufacturing of implants and related surgical instrumentation.

In 2017, we expanded operations and established legal entities in the United Kingdom, Australia and New Zealand, permitting us to sell under an agency model direct to local hospitals in these countries. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe.

On June 4, 2019, we purchased all the issued and outstanding shares of stock of Vilex in Tennessee, Inc. ("Vilex") and all the issued and outstanding units of membership interests in Orthex, LLC ("Orthex") for $60,000 in total consideration. Vilex and Orthex are primarily manufacturers of foot and ankle surgical implants, including cannulated screws, fusion devices, surgical staples and bone plates, as well as Orthex Hexapod technology which is used to treat pediatrics congenital deformities and limb length discrepancies (refer to Note 3).

On December 31, 2019, we divested substantially all of the assets relating to Vilex's adult product offerings to a wholly-owned subsidiary of Squadron Capital LLC ("Squadron") in exchange for a $25,000 reduction in a Term Note owed to Squadron in connection with the initial acquisition. As part of the sale, we also executed an exclusive license arrangement with Squadron providing for perpetual access to certain intellectual property and a mutual distribution agreement (refer to Note 4).

On March 9, 2020, we purchased all the issued and outstanding membership interest of Telos Partners, LLC ("Telos") for $3,300 in total consideration. Telos is a boutique regulatory consulting firm formed in Colorado (refer to Note 3).

On April 1, 2020, we purchased all the issued and outstanding membership interest of ApiFix, Ltd. ("ApiFix") for (a) $2,000 in cash, and (b) 934,783 shares of the Company's common stock, $0.00025 par value per share, representing approximately $35,000 (based on a closing share price of $37.63 on April 1, 2020. ApiFix, a corporation organized under the laws of Israel, has developed a minimally invasive deformity correction system for patients with adolescent idiopathic scoliosis ("ApiFix System"). In addition, we have also agreed to pay as part of the purchase price the following anniversary payments, subject to certain limitations and adjustments: (i) approximately $13,000 on the second anniversary of the closing date, provided that such payment will be paid earlier if 150 clinical procedures using the ApiFix System are completed in the United States before such anniversary date, (ii) $8,000 on the third anniversary of the closing date; and (iii) $9,000 on the fourth anniversary of the closing date. In addition, to the extent that the product of our revenues from the ApiFix System for the twelve months ended June 30, 2024 multiplied by 2.25 exceeds the anniversary payments actually made for the third and fourth years, we have agreed to pay the selling shareholders a system sales payment in the amount of such excess. The anniversary payments and system sales payment may each be made in cash or cash and common stock (refer to Note 3).

On June 10, 2020, we purchased certain intellectual property assets from Band-Lok, LLC, a North Carolina limited liability company ("Band-Lok"), related to its Tether Clamp and Implantation System ("Tether Clamp System") for approximately $3,400 in total consideration. We use the Tether Clamp System in connection with our Bandloc
5.5/6.0 System. We were previously the sole licensee of the purchased assets under a license agreement with Band-Lok (refer to Note 3).

Our largest investor is Squadron, a private investment firm based in Granby, Connecticut.
A novel strain of the coronavirus disease ("COVID-19") was first identified in Wuhan, China in December 2019, and the related outbreak was subsequently declared a pandemic by the World Health Organization and a national emergency by the President of the United States. As a result of the pandemic, we have experienced significant business disruption. For example, in preparation for COVID-19-related hospitalizations, various governments, governmental agencies and hospital administrators have instructed hospitals to postpone some elective procedures. As a majority of our products are utilized in elective surgeries or procedures, the deferrals of such surgeries and procedures have had, and may continue to have, a significant negative impact on our business and results of operations. Despite the impact COVID-19 has had on our business, we continued to invest in research and development, invest in our people, and take steps to position ourselves for long-term success. During 2020, we raised additional capital to solidify our financial foundation. We continued to train and educate our sales team and our surgeons on our products. During 2020, we continued to focus on developing innovative solutions, acquired multiple enabling technologies and continued to deploy additional consigned instrument and implant sets in furtherance of our strategy. The extent to which COVID-19 may continue to negatively impact the Company's consolidated financial position, results of operations or cash flows is uncertain and will be closely monitored.
XML 24 R9.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation

The accompanying consolidated financial statements include the accounts of OrthoPediatrics Corp. and its wholly-owned subsidiaries, OrthoPediatrics US Distribution Corp., OrthoPediatrics EU Limited, OrthoPediatrics AUS PTY LTD, OrthoPediatrics NZ Limited, OP EU B.V., OP Netherlands B.V., Orthex, LLC, Telos Partners, LLC and ApiFix, Ltd. (collectively, the “Company,” “we,” “our” or “us”). All intercompany balances and transactions have been eliminated. The results of Vilex have been classified as discontinued operations within the consolidated financial statements for the year ended December 31, 2019.

We have prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements have been prepared assuming our Company will continue as a going concern. We have experienced recurring losses from operations since our inception and had an accumulated deficit of $161,766 and $128,822 as of December 31, 2020 and 2019, respectively. On July 15, 2020, the Company repaid the $20,000 principal amount outstanding under the Loan Agreement’s Term Note A, together with all unpaid interest and other related amounts payable. On August 4, 2020, the Company entered into a Second Amendment to its First Amended Loan Agreement with Squadron. The Loan Agreement’s revolving credit commitment was increased from the previously established $15,000 to $25,000. The Company did not have an outstanding balance as of December 31, 2020. Management continues to monitor cash flows and liquidity on a regular basis. We believe that our cash balance at December 31, 2020 and expected cash flows from operations for the next twelve months subsequent to the issuance of the consolidated financial statements, are sufficient to enable us to maintain current and essential planned operations for more than the next twelve months.

On December 11, 2018, we completed a follow-on offering of our common stock, in which we issued and sold 1.725 million shares of common stock at a public offering price of $27.00 per share for aggregate gross proceeds of $46,575. We received $43,423 in net proceeds after deducting $2,800 of underwriting discounts and commissions and paying $352 in offering costs.

On December 13, 2019, we completed a follow-on offering of our common stock, in which we issued and sold 1.755 million shares at a public offering price of $36.50 per share for aggregate gross proceeds of $64,076. We received $59,996 in net proceeds after deducting $3,845 of underwriting discounts and commissions and paying $235 in underwriting commissions and offering costs.

On June 22, 2020, we completed a follow-on offering of our common stock, in which we issued and sold 1.6 million shares of common stock at a public offering price of $47.00 per share for aggregate gross proceeds of $75,200. We received $70,207 in net proceeds after deducting $4,512 of underwriting discounts and commissions and paying $481 in offering costs.
Use of Estimates

Preparation of our consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as of the date of the consolidated financial statements. By their nature, these judgments are subject to an inherent degree of uncertainty. We use historical experience and other assumptions as the basis for our judgments and estimates. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in these estimates will be reflected in our consolidated financial statements.

Foreign Currency Transactions

We currently bill our international stocking distributors in U.S. dollars, resulting in minimal foreign exchange transaction expense.

Beginning in the second quarter of 2017, we began selling direct within the United Kingdom, Ireland, Australia and New Zealand and billing using the local currency for each country.We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. In the year ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe. The financial statements of our foreign subsidiaries are accounted for in local functional currencies and have been translated into U.S. dollars using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. Foreign currency translation adjustments have been recorded as a separate component of the consolidated statements of comprehensive loss.

Fair Value of Financial Instruments

The accounting standards related to fair value measurements define fair value and provide a consistent framework for measuring fair value under the authoritative literature.  Valuation techniques are based on observable and unobservable inputs.  Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect market assumptions.  This guidance only applies when other standards require or permit the fair value measurement of assets and liabilities.  The guidance does not expand the use of fair value measurements.  A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels.

Level 1 – Quoted prices in active markets for identical assets or liabilities;

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data; and

Level 3 – Significant unobservable inputs that are not corroborated by market data.  Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, and are based on the best information available, including our own data.   

The Company's financial instruments include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, acquisition installment payables, contingent consideration and long-term debt. The carrying amounts of accounts receivable, accounts payable, acquisition installment payables and long-term debt approximate the fair value due to the short-term nature or market rates of these instruments. The company bases the fair value of short-term investments on quoted market prices for identical or comparable assets. Contingent consideration represents the system sales payment the Company is obligated to make. The fair value of the contingent consideration payment is considered a level 3 fair value measurement and was determined with the assistance of an independent valuation specialist at the original issuance date and as of the balance sheet date. See Note 6 for further discussion of financial instruments that carried a fair value on a recurring and nonrecurring basis.

Revenue from Contracts with Customers

The Company adopted ASC 606, "Revenue From Contracts with Customers (ASC 606)", on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption of ASC 606 did not have any impact on the Company's consolidated historical financial statements. The reported
results for 2019 and 2018 reflect the application of ASC 606 guidance. In accordance with ASC 606, revenue is recognized when our performance obligations under the terms of a contract with our customer are satisfied. This typically occurs when we transfer control of our products to the customers, generally upon implantation or when title passes upon shipment. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services, and excludes any sales incentives or taxes collected from a customer which are subsequently remitted to government authorities.

Revenue Recognition – United States

Revenue in the United States is generated primarily from the sale of our implants and, to a much lesser extent, from the sale of our instruments. Sales in the United States are primarily to hospital accounts through independent sales agencies. We recognize revenue when our performance obligations under the terms of a contract with our customer are satisfied. The products are generally consigned to our independent sales agencies, and revenue is recognized when the products are used by or shipped to the hospital for surgeries on a case by case basis. On rare occasions, hospitals purchase product for their own inventory, and revenue is recognized when the products are shipped and the title and risk of loss passes to the customer. Pricing for each customer is dictated by a unique pricing agreement. Sales through two of our independent sales agencies in the United States accounted for 14.2% and 13.8% of our global revenue in 2020. Sales through two of our independent sales agencies in the United States accounted for 12.3% and 12.2% of our global revenue in 2019, respectively. Sales through two of our independent sales agencies in the United States accounted for 12.1% and 11.2% of our global revenue in 2018, respectively.

Revenue Recognition – International

Outside of the United States, we sell our products directly to hospitals through independent sales agencies or to independent stocking distributors. Generally, the distributors are allowed to return products, and some are thinly capitalized. Prior to 2019, we concluded that collectibility was not reasonably assured at the time of delivery for certain customers who had not evidenced a consistent pattern of timely payment. Accordingly, in the past we did not recognize international revenue and associated cost of revenue at the time title transfers for these customers for whom collectibility had not been deemed probable based on the customer’s history and ability to pay, but rather when cash had been received.
Following a review of our collection history, we deemed collectibility was probable for all international stocking distributors effective January 1, 2019. Based on a history of reliable collections, we have concluded that a contract exists and revenue should be recognized when we transfer control of our products to the customer, generally when title passes upon shipment. Additionally, based on our history of immaterial returns from international customers, we have historically estimated no reserve for returns.
In early 2017, we expanded operations and established legal entities in the United Kingdom, Australia and New Zealand, permitting us to sell under an agency model direct to local hospitals in these countries. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. In the year ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe. The products are generally consigned to our independent sales agencies, and revenue is recognized when the products are used by or shipped to the hospital for surgeries on a case by case basis. On rare occasions, hospitals purchase products for their own inventory, and revenue is recognized when title passes upon shipment. Pricing for each customer is dictated by a unique pricing agreement.

Cash, Cash Equivalents and Short Term Investments

We maintain cash in bank deposit accounts which, at times, may exceed federally insured limits. To date, we have not experienced any loss in such accounts. We consider all highly liquid investments with original maturity of three months or less at inception to be cash equivalents. The carrying amounts reported in the balance sheets for cash are valued at cost, which approximates fair value.

The Company invests in available-for-sale short term investments. The Company has the ability, if necessary, to liquidate without penalty any of its short term investments to meet its liquidity needs in the next twelve months. As such, those investments with contractual maturities greater than one year from the date of purchase are classified
as short-term on the accompanying Consolidated Balance Sheets. The company includes unrealized gains or losses in stockholders' equity. If the adjustment to fair value reflects a decline in the value of the investment, the Company considers available information to determine whether the decline is "other than temporary" and, if so, reflects the change on the Consolidated Statements of Operations.

Restricted Cash

In conjunction with the sale of Vilex, $1,250 was placed into a separate escrow account. This cash is reported as restricted cash on the December 31, 2020 and 2019 consolidated balance sheet. These funds will remain restricted until August 31, 2021 at which time, they will be released to the Company subject to no claims related to the purchase. The Company also maintains restricted cash of 100 Euro at its Netherlands entity for potential Italian tenders.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are uncollateralized customer obligations due under normal trade terms, generally requiring payment within 30 days from the invoice date in the United States and within 90 days internationally. Account balances with invoices over 30 or 90 days past due for domestic and international accounts, respectively, are considered delinquent. No interest is charged on past due accounts. Payments of accounts receivable are applied to the specific invoices identified on the customer's remittance advice or, if unspecified, to the customer's account as an unapplied credit.

The carrying amount of accounts receivable is reduced by an allowance that reflects management's best estimate of the amounts that will not be collected, determined principally on the basis of historical experience, management's assessment of the collectability of specific customer accounts and the aging of the accounts receivable. All accounts or portions thereof deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for doubtful accounts. The allowance for doubtful accounts was $433 and $506 as of year ended December 31, 2020 and 2019, respectively.

The following table summarizes activity in the allowance for doubtful accounts:

December 31,
202020192018
Balance at beginning of year$506 $134 $143 
Additions charged to expense2744243
Write-offs3475212
Balance at end of year$433 $506 $134 

Inventories, net

Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in-first-out method. Inventories, which consist of implants and instruments held in our warehouse, with third-party independent sales agencies or distributors, or consigned directly with hospitals, are considered finished goods and are purchased from third parties.

We evaluate the carrying value of our inventories in relation to the estimated forecast of product demand, which takes into consideration the life cycle of the product. A significant decrease in demand could result in an increase in the amount of excess inventory on hand, which could lead to additional charges for excess and obsolete inventory.

The need to maintain substantial levels of inventory impacts our estimates for excess and obsolete inventory. Each of our implant systems are designed to include implantable products that come in different sizes and shapes to accommodate the surgeon’s needs. Typically, a small number of the set components are used in each surgical procedure. Certain components within each set may become obsolete before other components based on the usage patterns. We adjust inventory values, as needed, to reflect these usage patterns and life cycle.
In addition, we continue to introduce new products, which may require us to take additional charges for excess and obsolete inventory in the future.

Charges for excess and obsolete inventory are included in cost of revenue and were $1,269, $604 and $504 for the years ended December 31, 2020, 2019 and 2018, respectively.
Costs Related to the Initial Public Offering

At the time of the IPO, $1,840 of additional costs, primarily consisting of legal, accounting and other direct fees and costs related to the IPO incurred during 2017 and were initially deferred and capitalized and then reclassified to stockholders’ equity at the conclusion of our IPO on October 12, 2017. Additionally, $1,986 of additional non-cash expense related to the accelerated vesting of restricted stock was included in general and administrative expenses in 2018.

Costs Related to the Follow-on Offerings

On December 11, 2018, we completed a follow-on offering of our common stock. Offering expenses of $352, primarily consisting of legal, accounting and other direct fees and costs related to the offering, were initially deferred and capitalized and then reclassified to stockholders' equity at the conclusion of our follow-on offering on December 11, 2018.

On December 13, 2019, we completed another offering of our common stock. Offering expenses of $235, primarily consisting of legal, accounting and other direct fees and costs related to the offering were recorded in stockholders' equity at the conclusion of our offering.

On June 22, 2020, we completed another offering of our common stock. Offering expenses of $481, primarily consisting of legal, accounting and other direct fees and costs related to the offering were recorded in stockholders' equity at the conclusion of our offering.

Property and Equipment, net

Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the assets. When assets are retired or otherwise disposed of, costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in operations for the period. Maintenance and repairs that prolong or extend the useful life are capitalized, whereas standard maintenance, replacements, and repair costs are expensed as incurred.

Instruments are hand-held devices, specifically designed for use with our implants and are used by surgeons during surgery. Instruments deployed in the field are carried at cost less accumulated depreciation and are recorded in property and equipment, net on the consolidated balance sheets.

Sample inventory consists of our implants and instruments, and is maintained to market and promote our products. Sample inventory is carried at cost less accumulated depreciation.

Depreciable lives are generally as follows:
Building and building improvements
25 to 30 years
Furniture and fixtures
5 to 7 years
Computer equipment
3 to 5 years
Business software
3 years
Office and other equipment
5 to 7 years
Instruments
5 years
Sample inventory
2 years

Amortizable Intangible Assets, net

Amortizable intangible assets include fees necessary to secure various patents and licenses, including Band-Lok, the value of internally developed software, customer relationships, and non-competition agreements related to the
acquisition of Orthex, and customer relationships and non-competition agreements related to the acquisitions of Telos and ApiFix. Amortization is calculated on a straight-line basis over the estimated useful life of the asset. Amortization for patents and licenses commences at the time of patent approval, and for licenses upon market launch, respectively. Amortization for assets acquired commences upon acquisition. Intangible assets are amortized over a 3 to 20 year period.

Amortizable intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. No impairment charges were recorded in any of the periods presented.

Goodwill and Other Intangible Assets

Our goodwill represents the excess of the cost over the fair value of net assets acquired. The determination of the value of goodwill and intangible assets arising from acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstances warrant such a review. The goodwill is considered to be impaired if we determine that the carrying value of our one reporting unit exceeds its respective fair value. No impairment changes were recorded in the current year.

The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The quantitative assessment for goodwill requires us to estimate the fair value of our one reporting unit using either an income or market approach or a combination thereof.

We have indefinite lived tradename assets that are reviewed for impairment by performing a quantitative analysis, which occurs annually in the fourth quarter, utilizing balances as of October 1, or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net discounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets. No impairment charges were recorded in any of the periods presented.

Acquisition Payable and Contingent Consideration

Upon the completion of an acquisition the Company may record an acquisition installment payable, contingent consideration or both. Both are recorded at their fair values as determined by management with the assistance of an independent valuation specialist at the original issuance date and are adjusted on a recurring basis. Accretion of interest expense attributable to the acquisition installment payable are recorded as a component of interest expense, net. Changes in the fair value of the contingent consideration are included in fair value adjustments of contingent consideration. The amount of expense recorded in interest expense, net and fair value adjustments of contingent consideration for the year ended December 31, 2020 were $2,397 and $3,520, respectively.

Shipping and Handling Costs

Shipping and handling costs that are billed to the customer are included in net revenue and were $635, $599 and $513, for the years ended December 31, 2020, 2019 and 2018, respectively. Shipping and handling costs that are not billed to the customer are included in sales and marketing expenses and were $2,261, $2,788 and $2,148, for the years ended December 31, 2020, 2019 and 2018, respectively.

Cost of Revenue

Cost of revenue consists primarily of products purchased from third-party suppliers, excess and obsolete inventory adjustments, inbound freight, and royalties. Our implants and instruments are manufactured to our specifications by third-party suppliers who meet our manufacturer qualifications standards. Our third-party manufacturers are required to meet Food and Drug Administration (the “FDA”), International Organization for
Standardization and other country-specific quality standards. The majority of our implants and instruments are produced in the United States.

Sales and Marketing Expenses

Sales and marketing expenses primarily consist of commissions to our domestic and select international independent sales agencies and consignment distributors, as well as compensation, commissions, benefits and other related costs for personnel we employ. Commissions and bonuses are generally based on a percentage of sales. Our international independent stocking distributors purchase instrument sets and replenishment stock for resale, and we do not pay commissions or any other sales related costs for international sales to distributors.

Advertising Costs

Advertising costs consist primarily of print advertising, trade shows, and other related expenses. Advertising costs are expensed as incurred and are recorded as a component of sales and marketing expense. Advertising costs were $1,231, $1,422 and $978 for the years ended December 31, 2020, 2019 and 2018, respectively.

Research and Development Costs

Research and development costs are expensed as incurred. Our research and development expenses primarily consist of costs associated with engineering, product development, consulting services, outside prototyping services, outside research activities, materials, development and protection of our intellectual property portfolio, as well as other costs associated with development of our products. Research and development costs also include related personnel and consultants’ compensation expense.

Stock-Based Compensation

Prior to our IPO, we maintained an Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) that provides for grants of options and restricted stock to employees, directors and associated third-party representatives of our company as determined by the Board of Directors. The 2007 Plan had authorized 1,585,000 shares for award.

Immediately prior to our IPO, we adopted our 2017 Incentive Award Plan (the “2017 Plan”) which replaced the 2007 Plan. The 2017 Plan provides for grants of options and restricted stock to officers, employees, consultants or directors of our Company. The 2017 Plan has authorized 1,789,647 shares for award.

Options holders, upon vesting, may purchase common stock at the exercise price, which is the estimated fair value of our common stock on the date of grant. Option grants generally vest immediately or over a three year period. No stock options were granted in any of the periods presented.

Restricted stock may not be transferred prior to the expiration of the restricted period. The restricted stock that has been granted under the 2007 Plan has restriction periods that generally last until the earlier of six years from the date of grant, or an initial public offering or change in control, as defined in the 2007 Plan. All restricted stock granted prior to May 2014 vested upon our IPO and the remaining grants under the 2007 Plan vested in April 2018. Generally under the 2017 plan, restricted stock vests over a three year period. We have elected to recognize the reversal of stock compensation expense when a restricted stock forfeiture occurs as opposed to estimating future forfeitures.

We record the fair value of restricted stock at the grant date. Stock-based compensation is recognized ratably over the requisite service period, which is generally the restriction period for restricted stock.

In determining the fair value of our common stock at the grant date for awards issued prior to our IPO, which is the basis for the fair value of stock based awards, we use the market approach, which is based on the assumption that the value of an asset is equal to the value of a substitute asset with the same characteristics. In using the market approach, we consider both the guideline public company method and the precedent transaction method. Given the absence of a public trading market for our common stock at that time, we exercise reasonable judgment and consider a number of objective and subjective factors to determine the best estimate of the fair value of our common stock, including: the preferences and dividends of our redeemable convertible preferred stock relative to those of our common stock; our operating results and financial conditions, including our level of available capital
resources; equity market conditions affecting comparable public companies; general U.S. market conditions; and the lack of marketability of our common stock. Prior to our IPO, for restricted stock awards we applied a discount for lack of marketability to the fair value of common shares due to estimate the impact of valuing a minority interest in our Company as a closely held, non-public company with no liquid market for its shares. 

Foundation for Advancing Pediatric Orthopedics

The Company may periodically make contributions to the Foundation for Advancing Pediatric Orthopedics (the "Foundation"). The Foundation was incorporated in 2018 exclusively for pediatric orthopedic research and education and qualifies under IRC 501(c)(3) as an exempt private foundation. The mission of the Foundation is to enhance the knowledge and experience, through education and research, of surgical trainees or practicing surgeons who are involved in helping children with orthopaedic disorders and injuries. The Foundation is a separate legal entity and is not a subsidiary of the Company; therefore, its results are not included in these consolidated financial statements. The Company contributed $325, $500 and $200 to the Foundation during the years ended December 31, 2020, 2019 and 2018, respectively. These contributions were recorded in general and administrative expenses.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) includes foreign currency translation adjustments.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance.

We record uncertain tax positions on the bases of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the positions and (2) for those tax positions that do not meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

Litigation and Contingencies

Accruals for litigation and contingencies are reflected in the consolidated financial statements based on
management’s assessment, including advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount is reasonably estimable. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations in a given period. The Company recorded an accrual of $6,342 for legal settlements for the year ended December 31, 2020.
“Emerging Growth Company” Reporting Requirements

We qualify as an “emerging growth company” as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002.

Section 107 of the JOBS Act also provides that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

In April 2017, the SEC adopted new rules that included an inflation-adjusted threshold in the definition of an emerging growth company. Under the new inflation-adjusted threshold, we would cease to be an emerging growth company on the last day of the fiscal year in which our annual gross revenues exceed $1.07 billion. This is an increase of $70 million from the previous $1 billion threshold.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financials assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The Company will adopt ASU 2016-16 effective January 1, 2023. The adoption of this guidance is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". This pronouncement eliminates Step 2 from the goodwill impairment test and requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Under this guidance, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. It is effective for reporting periods beginning after December 15, 2020, although earlier adoption is permitted. The Company adopted this standard on January 1, 2020 and it did not have a significant impact on the Company's consolidated financial statements and related disclosures.
In December 2019, the FASB issued ASU No. 2019-12 "Income Taxes: Simplifying the Accounting for Income Taxes" intended to simplify the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside cost basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for annual periods beginning after December 15, 2020 and interim periods within, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company adopted this standard on January 1, 2020 and it did not have a significant impact on the Company's consolidated financial statements and related disclosures.
XML 25 R10.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS COMBINATION
 12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
BUSINESS COMBINATION BUSINESS COMBINATION
ApiFix

On April 1, 2020, the Company purchased all the issued and outstanding membership interest of ApiFix for $2,000 in cash, including $344 of cash acquired, 934,783 shares of the Company's common stock, $0.00025 par value per share, representing approximately $35,176 (based on a closing share price of $37.63 on April 1, 2020), approximately $30,000 in anniversary payments, and approximately $41,741 in a system sales payment. The total
consideration transferred of $87,379, as calculated after discounting future payments to present value, is preliminary and subject to certain limitations and adjustments. ApiFix, a corporation organized under the laws of Israel, has developed a minimally invasive deformity correction system for patients with adolescent idiopathic scoliosis ("ApiFix System"). The following table reconciles the total consideration transferred after discounting the future payments, excluding the impact of foreign currency translation:
ConsiderationPresent Value
Cash consideration$2,000 $2,000 
Payment of ApiFix transaction related costs67 67 
Issuance of common stock35,176 35,176 
Anniversary Payments30,000 22,620 
System sales payment41,741 27,190 
Total consideration transferred$108,984 $87,053 

The Company incurred $311 of acquisition-related costs that are included in general and administrative expenses on the consolidated statements of operations. The purchase price allocation set forth herein is preliminary.

The following table summarizes the total consideration paid for ApiFix and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
DescriptionAmount
Preliminary fair value of estimated total acquisition consideration$87,379 
Assets
Cash344 
Accounts receivable-trade245 
Inventories685 
Prepaid expenses and other current assets77 
Property and equipment153 
Amortizable intangible assets32,150 
Other intangible assets8,640 
Operating lease right-of-use asset104 
Total assets42,398 
Liabilities
Accounts payable and accrued liabilities226 
Operating lease liabilities106 
Other current liabilities270 
Deferred income taxes6,487 
Total liabilities7,089 
Less: total net assets35,309 
Goodwill$52,070 

The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach. The estimated fair value and useful life of identifiable intangible assets are as follows:
AmountRemaining Economic Useful Life
Trademarks / Names$8,640 Indefinite
Patents31,720 15 years
Customer Relationships230 10 years
Non-competition Agreements200 4 years
$40,790 
The Company recorded a measurement period adjustment of $7,930 during fiscal 2020 to increase patents, increase deferred tax liabilities by $6,487 and decrease goodwill by $1,443 related to the refinement of inputs of the acquisition valuation.

The Company is obligated to make anniversary payments of: (i) approximately $13,000 on the second anniversary of the closing date, provided that such payment will be paid earlier if 150 clinical procedures using the ApiFix System are completed in the United States before such anniversary date, (ii) $8,000 on the third anniversary of the closing date; and (iii) $9,000 on the fourth anniversary of the closing date, subject to adjustments. The Company anticipates making the second anniversary payment of $13,000 during the first half of 2021. In addition, to the extent that the product of our revenues from the ApiFix System for the twelve months ended June 30, 2024 multiplied by 2.25 exceeds the anniversary payments actually made for the third and fourth years, we have agreed to pay the selling shareholders a system sales payment in the amount of such excess. The anniversary payments and system sales payment may each be made in cash or cash and common stock, subject to certain limitations; provided that the Company makes the determination with respect to anniversary payments and a representative of the former ApiFix shareholders may make the determination with respect to the system sales payment, if any.

The fair value of the contingent consideration payment is considered a Level 3 fair value measurement and was determined with the assistance of an independent valuation specialist at the original issuance date using an option pricing model and a Monte Carlo simulation based on forecasted annual revenue, expected volatility and an implied probability of achieving revenue forecasts. The fair value of the payment will continue to be adjusted as additional information becomes available regarding the progress toward achievement of the revenue forecast. The adjustment in the fair value of the contingent consideration payment of $3,520 was recognized as an expense for the twelve month period ended December 31, 2020, in other expenses on the consolidated statements of operations. An additional $2,397 was recognized as interest expense for the twelve month period ended December 31, 2020, on the consolidated statements of operations for the accretion of the acquisition installment payable.

Presented below is a summary of the present value of the anniversary payments and system sales payment related to the ApiFix acquisition:
April 1, 2020December 31, 2020
Anniversary Payments:
Second Year Payment$10,980 $12,233 
Third Year Payment5,780 6,335 
Fourth Year Payment5,860 6,449 
Total acquisition installment payable22,620 25,017 
Less: current portion of acquisition installment payable10,980 12,233 
Acquisition installment payable, net of current portion11,640 12,784 
System sales payment27,190 30,710 
ApiFix future consideration, net of current portion$38,830 $43,494 

Pre-acquisition revenues and earnings for ApiFix were not material to the consolidated operations.

Telos

On March 9, 2020, the Company purchased the issued and outstanding membership interest of Telos for $1,750 in cash, including $81 of cash acquired, and 36,628 shares of common stock, $0.00025 par value per share, of the Company. The shares of common stock were valued at $42.81 per share, the Company's closing share price on March 9, 2020. The Company incurred $25 of acquisition-related costs, that are included in general and administrative expenses on the consolidated statements of operations. The purchase price allocation set forth herein is preliminary.

The following table summarizes the total consideration paid for Telos and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
DescriptionAmount
Preliminary fair value of estimated total acquisition consideration$3,318 
Assets
Cash81 
Accounts receivable-trade215 
Prepaid expenses and other current assets38 
Property and equipment10 
Amortizable intangible assets950 
Other intangible assets$210 
Total assets1,504 
Liabilities
Accounts payable and accrued liabilities60 
Total liabilities60 
Less: total net assets1,444 
Goodwill$1,874 

The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach. The estimated fair value and useful life of identifiable intangible assets are as follows:
AmountRemaining Economic Useful Life
Trademarks / Names$210 Indefinite
Customer Relationships910 10 years
Non-competition Agreements40 5 years
$1,160 

The Company recorded a measurement period adjustment during fiscal 2020 to increase prepaid expenses and decrease goodwill related to contractual terms.

Vilex and Orthex

On June 4, 2019, the Company purchased all the issued and outstanding shares of stock of Vilex and units of membership interests in Orthex for $50,000 in cash, net of working capital adjustments, and 245,352 shares of common stock, $0.00025 par value per share, of the Company. The shares of common stock were valued at $40.76 per share, the volume weighted average trading price during the thirty day trading period ending on May 30, 2019. In addition, $3,000 was placed in an escrow account for a period of up to twenty months to cover certain indemnification obligations and to secure certain closing adjustments. The Company incurred $737 of acquisition-related costs, that are included in general and administrative expenses on the consolidated statements of operations. The purchase price allocation set forth herein is final.

The following table summarizes the total consideration paid for Vilex and Orthex and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date:
DescriptionAmount
Estimated fair value of total acquisition consideration$60,184 
Assets
Cash348 
Accounts receivable-trade2,088 
Inventories3,652 
Prepaid expenses and other current assets12 
Property and equipment7,540 
Amortizable intangible assets31,180 
Operating lease right-of-use asset323 
Total assets45,143 
Liabilities
Accounts payable and accrued liabilities563 
Operating lease liabilities323 
Deferred tax liability1,175 
Other long-term liabilities68 
Total liabilities2,129 
Less: total net assets43,014 
Goodwill$17,170 

Measurement period adjustments during fiscal year 2019 included $239 to accounts receivable - trade, $253 to inventory, $92 to working capital, $1,400 to deferred tax liability and $510 to intangible assets as a result of information identified as of the date of acquisition. These measurement period adjustments to the purchase price allocation increased goodwill by $586.

The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach, inputs which would be considered Level 3 under the fair value hierarchy. The estimated fair value and useful life of identifiable intangible assets are as follows:
AmountRemaining Economic Useful Life
Trademarks / Names$4,610 Indefinite
Patents22,390 15 years
Internally Developed Software1,550 10 years
Customer Relationships2,570 12 years
Non-competition Agreements60 5 years
$31,180 


Pro forma net revenue and net loss from continuing operations for 2019 and 2018 assuming the acquisition occurred on January 1, 2018 would have been $74,488 and $62,607 and ($12,601) and ($13,439), respectively.

The Company recorded a measurement period adjustment during fiscal 2020 to increase inventory and decrease goodwill related to working capital adjustments to allocate inventory between Orthex and Vilex.

Since the Vilex products include adult offerings that are not core to the Company's pediatric business, the Company received Board approval to take the steps necessary to divest the non-core Vilex assets.

On December 31, 2019, the Company divested substantially all of the assets relating to Vilex's adult product offering to a wholly-owned subsidiary of Squadron Capital, LLC in exchange for a $25,000 reduction in a term note owed to Squadron in connection with the initial acquisition along with certain ongoing intellectual property rights. Of the $25,000 purchase price, $12,410 was attributable to the license of the Orthex intellectual property and the remaining $12,590 was applied to the Vilex assets and liabilities divested.
After the issuance of our December 31, 2019 annual consolidated financial statements, and in connection with the preparation of our condensed consolidated financial statements for the three months ended March 31, 2020, we identified and corrected an immaterial error related to the deferred revenue liability recognized from license of Orthex intellectual property as of December 31, 2019. The immaterial correction of the error resulted in a reduction of the deferred revenue liability and goodwill on the consolidated balance sheet as of December 31, 2019 of $12,410, based on the conclusion that the consideration transferred was allocable to a portion of certain Orthex patent assets sold concurrently with the sale of Vilex. We have evaluated the adjustment and, based on an analysis of quantitative and qualitative factors, determined that the related impact was not material to our consolidated financial statements for any prior annual or interim period presented. In order to accurately present the historical period, we have revised our December 31, 2019 balance sheet and related footnotes to reflect the immaterial correction of this error.
XML 26 R11.htm IDEA: XBRL DOCUMENT v3.20.4
DISCONTINUED OPERATIONS
 12 Months Ended
Dec. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS DISCONTINUED OPERATIONS
On June 4, 2019, the Company acquired Vilex, a manufacturer of foot and ankle surgical implants. Since the Vilex products include adult offerings that are not core to the Company's pediatric business, the Company received Board approval to take the steps necessary to divest the non-core Vilex assets.

On December 31, 2019, the Company divested substantially all of the assets relating to Vilex's adult product offering to a wholly-owned subsidiary of Squadron Capital, LLC. in exchange for a $25,000 reduction in a term note owed to Squadron in connection with the initial acquisition along with the sale of intellectual property rights.

Assets and liabilities divested consisted of the following as of December 31, 2019:
DescriptionAmount
Cash$515 
Accounts Receivable - trade, less allowance for doubtful accounts928 
Inventories, net2,060 
Prepaid expenses and other current assets24 
Property and equipment, net6,246 
Amortizable intangible assets13,390 
Goodwill3,397 
Other intangible assets380 
Operating lease right-of-use asset216 
Total assets divested$27,156 
Accounts payable - trade$37 
Accrued compensation and benefits171 
Operating lease liabilities199 
Deferred tax liability1,175 
Other current liabilities13 
Total liabilities divested$1,595 
Net assets sold$25,561 
Allocated purchase price25,000 
Loss on divestiture$(561)
Major classes of line items constituting loss of discontinued operations2019
Net revenue$3,069 
Cost of revenue(286)
Sales and marketing(692)
General and administrative(2,103)
Other income (expense), net(9)
Pretax net loss of discontinued operations$(21)
Income tax expense(464)
Net loss on discontinued operations$(485)
The divestiture does not represent a strategic shift that will have a major effect on the Company's operations and financial statements. Goodwill was allocated to the assets and liabilities divested using the relative fair value method. The Company recognized a total net loss on discontinued operations of $1,046, net of taxes, in its consolidated statement of operations for the year ended December 31, 2019.
XML 27 R12.htm IDEA: XBRL DOCUMENT v3.20.4
GOODWILL AND INTANGIBLE ASSETS
 12 Months Ended
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS GOODWILL AND INTANGIBLE ASSETS
Goodwill

The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test.

The qualitative evaluation is an assessment of factors including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its one reporting unit and perform a quantitative test. The assumptions used in evaluating goodwill for impairment are subject to change and are tracked against historical results by management.

The Company elected to perform a qualitative analysis for its reporting unit as of October 1, 2020. The Company determined, after performing the qualitative analysis that there was no evidence that it is more likely than not that the fair value of its reporting unit was less than the carrying amount, therefore, it was not necessary to perform a quantitative impairment test.

Changes in the carrying amount of goodwill in 2019 and 2020 were as follows:
Total
Goodwill at January 1, 2019$— 
Vilex Companies acquisition17,170 
Divestiture of Vilex in Tennessee, Inc.(3,397)
Goodwill at January 1, 2020$13,773 
Telos1,874 
Orthex measurement period adjustment(688)
ApiFix acquisition52,070 
Foreign currency translation impact3,482 
Goodwill at December 31, 2020$70,511 
Intangible Assets

As of December 31, 2020, the balances of amortizable intangible assets were as follows:
Weighted-Average Amortization Period
Gross Intangible AssetsAccumulated AmortizationNet Intangible Assets
Patents14.7 years$43,363 $(2,650)$40,713 
Intellectual Property10.3 years8,990 (744)8,246 
License agreements2.7 years2,765 (1,440)1,325 
Total amortizable assets$55,118 $(4,834)$50,284 


As of December 31, 2019, the balances of amortizable intangible assets were as follows:
Weighted-Average Amortization PeriodGross Intangible AssetsAccumulated AmortizationNet Intangible Assets
Patents17.4 years$9,287 $(363)$8,924 
Intellectual Property10.7 years4,020 (213)3,807 
License agreements3.4 years2,765 (1,012)1,753 
Total amortizable assets$16,072 $(1,588)14,484 

Amortization expense was $3,246, $887 and $378 for the years ended December 31, 2020, 2019 and 2018, respectively. Future amortization expenses are expected as follows:
Year Ending December 31:
2021$3,930 
20223,895 
20233,778 
20243,734 
20253,712 
Thereafter31,235 
$50,284 

Licenses are tied to product launches and do not begin amortizing until the product is launched to the market. Anticipated market launch is in 2021 and 2022 for products for which we obtained licensing in 2020.

Trademarks are non-amortizing intangible assets which were $13,961 and $4,490 as of December 31, 2020 and 2019, respectively. Concurrently with our acquisition of each company, we acquired the trademark of Orthex on June 4, 2019 valued at $4,230, the trademark of Telos on March 9, 2020 valued at $210 and the trademark of ApiFix on April 1, 2020 valued at $8,640. Trademarks are recorded in Other Intangible assets on the Consolidated Balance Sheets.

On June 10, 2020, we purchased certain intellectual property assets from Band-Lok, LLC, a North Carolina limited liability company ("Band-Lok"), related to its Tether Clamp and Implantation System ("Tether Clamp System") for $3,394 in total consideration. We use the Tether Clamp System in connection with our Bandloc 5.5/6.0 System. We were previously the sole licensee of the purchased assets under a license agreement with Band-Lok.
The Company tests intangible assets with indefinite lives for impairment annually on October 1st or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net discounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. Based upon the Company's analysis, no impairment chargers were recorded to its intangible assets.
XML 28 R13.htm IDEA: XBRL DOCUMENT v3.20.4
FAIR VALUE OF FINANCIAL INSTRUMENTS
 12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
FAIR VALUE OF FINANCIAL INSTRUMENTS FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures certain financial assets and liabilities at fair value. The accounting standards related to fair value measurements define fair value and provide a consistent framework for measuring fair value under the authoritative literature. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels.

Level 1 – Quoted prices in active markets for identical assets or liabilities;

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data; and

Level 3 – Significant unobservable inputs that are not corroborated by market data.  Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, and are based on the best information available, including our own data.

There were no assets or liabilities measured at fair value on a recurring basis as of the year ended December 31, 2019. The following table summarize the assets and liabilities measured at fair value on a recurring basis as of December 31, 2020.
12/31/2020Level 1Level 2Level 3
Financial Assets
Cash Equivalents$15,002 15,002 — — 
Short term investments55,141 55,141 
Financial Liabilities
Contingent Consideration$30,710 — — 30,710 

The Company's level 1 assets consist of cash equivalents which are generally comprised of short-term, liquid investments with original maturity of three months or less at inception and other short term investments which are comprised of exchange traded mutual funds and marketable securities with a maturity date greater than 3 months.

The following table summarizes the change in fair value of Level 3 instruments in 2020:
Total
Balance at January 1, 2020$— 
Contingent consideration recorded as a result of the acquisition (Note 3)27,190 
Change in fair value of contingent consideration3,520 
Balance at December 31, 2020$30,710 

The Company's Level 3 instruments consist of contingent consideration. The fair value of contingent consideration liabilities assumed in business combinations is recorded as part of the purchase price consideration of the acquisition and is determined using a discounted cash flow model or probability simulation model. The significant inputs of such models are not always observable in the market, such as certain financial metric growth rates, volatility rates, projections associated with the applicable milestone, the interest rate, and the related probabilities and payment structure in the contingent consideration arrangement. Fair value adjustments to contingent consideration liabilities are recorded through operating expenses in the Consolidated Statement of Operations. Contingent consideration arrangements assumed by an asset purchase will be measured and accrued when such contingency is resolved.

The recurring Level 3 fair value measurements of contingent consideration liabilities associated with commercial sales milestones include the following significant unobservable inputs as of December 31, 2020:
April 1,
2020		December 31,
2020
Valuation techniquesDiscounted cash flow, Monte Carlo
Present value discount rate(1)
23.1 %25.8 %
Volatility factor43.7 %51.8 %
Expected Years4.1 years3.5 years

(1) The present value discount rate includes estimated risk premium
XML 29 R14.htm IDEA: XBRL DOCUMENT v3.20.4
PROPERTY AND EQUIPMENT, NET
 12 Months Ended
Dec. 31, 2020
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
December 31,
20202019
Land$1,645 $1,645 
Building and building improvements2,591 1,951 
Computer equipment and software2,218 2,070 
Office and other equipment1,060 751 
Instruments29,916 21,963 
Sample inventory2,453 2,213 
Construction in progress4,995 3,734 
44,878 34,327 
Less: accumulated depreciation(17,651)(12,978)
Total property and equipment, net$27,227 $21,349 
Depreciation expense is included in general and administrative expenses and was $4,660, $3,749 and $2,514 for the years ended December 31, 2020, 2019 and 2018, respectively.
XML 30 R15.htm IDEA: XBRL DOCUMENT v3.20.4
ACCRUED COMPENSATION AND BENEFITS
 12 Months Ended
Dec. 31, 2020
Compensation Related Costs [Abstract]  
ACCRUED COMPENSATION AND BENEFITS ACCRUED COMPENSATION AND BENEFITS
Accrued compensation and benefits consisted of the following:
December 31,
20202019
Accrued compensation and related costs$1,896 $1,573 
Accrued commissions2,644 2,776 
Total accrued compensation and benefits$4,540 $4,349 
XML 31 R16.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT AND CREDIT ARRANGEMENTS
 12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
DEBT AND CREDIT ARRANGEMENTS DEBT AND CREDIT ARRANGEMENTS
Long-term debt consisted of the following:
December 31,
20202019
Note payable to Squadron$— $19,891 
Revolving credit facility with Squadron— 5,000 
Mortgage payable to affiliate1,175 1,300 
Total debt1,175 26,191 
Less: current maturities131 124 
Long-term debt, net of current maturities$1,044 $26,067 
On December 31, 2017, we entered into a Fourth Amended and Restated Loan and Security Agreement, or the Loan Agreement, with Squadron Capital LLC, or Squadron. Pursuant to the Loan Agreement, a majority of the term loan amounts under a previous agreement with Squadron were consolidated into a $20,000 term note, represented by a Term Note A, and a $15,000 revolving credit facility was established. Both facilities include interest only payments and provide for an interest rate equal to the greater of (a) three month LIBOR plus 8.61% and (b) 10%. The Loan Agreement also extended the maturity date to January 31, 2023.

In order to finance a portion of the cash consideration for the acquisition of the Vilex Companies, the Company entered into a first Amendment, or the Amendment, to the Loan Agreement (as so amended, the "First Amended Loan Agreement"), with Squadron. The First Amended Loan Agreement provided for a new $30,000 term loan facility, represented by a Term Note B, in addition to the existing $20,000 Term Note A and $15,000 revolving credit facility. Similar to the other facilities under the First Amended Loan Agreement, the Term Note B was subject to interest only payments at an interest rate equal to the greater of (a) three month LIBOR plus 8.61%, and (b) 10.00%. The Term Note B, which would have matured no later than May 31, 2020, was paid in full on December 31, 2019 using $25,000 received in exchange for the divestiture of the adult product offerings of Vilex and the related Orthex license agreement, and $5,000 from the available Squadron revolving credit facility. On January 4, 2020, the Company repaid $5,000 on the revolving credit facility with Squadron. On July 15, 2020, the Company repaid the $20,000 principal amount outstanding under the Term Note A, together with all unpaid interest and other related amounts payable.

On August 4, 2020, the Company entered into a Second Amendment (the “Second Amendment”) to its First Amended Loan Agreement with Squadron (as so further amended, the “Second Amended Loan Agreement”). Pursuant to the Second Amendment, the First Amended Loan Agreement’s revolving credit commitment was increased from the previously established $15,000 to $25,000. The Company has agreed to pay Squadron an unused commitment fee in an amount equal to the per annum rate of 0.50% (computed on the basis of a year of 360 days and the actual number of days elapsed) times the daily unused portion of the revolving credit commitment. The unused commitment fee is payable quarterly in arrears and is recorded in interest, net. For the year ended December 31, 2020 the unused commitment fee paid to Squadron was $52.
Borrowings under the revolving credit facility will be made under a First Amended and Restated Revolving Note, dated August 4, 2020 (the “Amended Revolving Note”), payable, jointly and severally, by the Company and each of its subsidiaries party thereto. The Amended Revolving Note will mature at the earlier of: (i) the date on which any person or persons acquire (x) capital stock of the Company possessing the voting power to elect a majority of the Company’s Board of Directors (whether by merger, consolidation, reorganization, combination, sale or transfer), or (y) all or substantially all of the Company’s assets, determined on a consolidated basis; and (ii) January 1, 2024. Prior to the Second Amendment, the revolving credit facility was to have matured on January 31, 2023. The Second Amended Loan Agreement continues to provide for interest only payments, which are payable monthly, with interest rates equal to the greater of (a) three month LIBOR plus 8.61%, and (b) 10.00%. There are no outstanding term loan obligations under the Second Amended Loan Agreement.

Borrowings under the Second Amended Loan Agreement are secured by substantially all of the Company's assets and are unconditionally guaranteed by each of its subsidiaries with the exception of Vilex. There are no traditional financial covenants associated with the Second Amended Loan Agreement. However, there are negative covenants that prohibit us from, among other things, transferring any of our material assets, merging with or acquiring another entity, entering into a transaction that would result in a change of control, incurring additional indebtedness, creating any lien on our property, making investments in third parties and redeeming stock or paying dividends.

In connection with the purchase of our office and warehouse space in Warsaw, Indiana in August 2013, we entered into a mortgage note payable to Tawani Enterprises Inc., an affiliate of Squadron. Pursuant to the terms of the mortgage note, we pay Tawani Enterprises Inc. monthly principal and interest installments of $16 with interest compounded at 5% until maturity in 2028, at which time a final payment of remaining principal and interest is due. The mortgage is secured by the related real estate and building. As of December 31, 2020 and 2019, the mortgage balance was $1,175 and $1,300, respectively, of which current principal due of $131 and $124, respectively, was included in current portion of long-term debt.
At December 31, 2020, the aggregate future principal payments on our debt arrangements are as follows:
2021$131 
2022137 
2023144 
2024152 
2025160 
Thereafter451 
$1,175 
Interest expense relating to notes payable to Squadron and mortgage note payable with Tawani was $1,233, $4,229 and $2,255 for the years ended December 31, 2020, 2019 and 2018, respectively.
XML 32 R17.htm IDEA: XBRL DOCUMENT v3.20.4
STRATEGIC ARRANGEMENTS
 12 Months Ended
Dec. 31, 2020
Research and Development [Abstract]  
STRATEGIC ARRANGEMENTS STRATEGIC ARRANGEMENTS
Effective December 1, 2007, we entered into a 10 year agreement with Case Western Reserve University (“CASE”) to assist in certain aspects of our research and development. Effective August 2, 2017, we entered into an Amended and Restated License Agreement to account for additional licensed product and extend the agreement for another ten years. The main focus of this research and development involves leveraging our exclusive rights to the Hamann-Todd Collection of the Cleveland National History Museum, the world's largest pediatric osteological collection, to assist in the design of implants which match pediatric bone curvature and structure.

In exchange for services, CASE receives certain royalties and up-front fees. The royalties and certain fees are contingent upon our obtaining FDA approval and the launch of our products into the marketplace. CASE receives a minimum annual royalty of $10 or a royalty of 3% of net sales on products, whichever is greater. Additionally, for each new product developed, CASE will receive milestone payments of $5 for FDA approval to sell our products within the United States and a milestone payment of $10 for general product launch. Additionally, CASE receives a royalty of 3% of net sales on products fully developed and being sold in the marketplace.
The royalty expense recognized related to the CASE agreement is recorded as a component of cost of revenue and amounted to $125, $153 and $145 for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, $35 and $39, respectively, was due to CASE.
XML 33 R18.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES
 12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was signed into United States tax law. The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to, (1) reduction of the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) elimination of the corporate alternative minimum tax (AMT); (3) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (4) current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) a new limitation on deductible interest expense; (6) limitations on the deductibility of certain executive compensation; (7) limitations on the use of FTCs to reduce the U.S. income tax liability; and (8) limitations on net operating losses (NOLs) generated after December 31, 2017, to 80 percent of taxable income.

The Tax Act reduced the US federal corporate tax rate from a graduated rate up to 35% to a flat rate of 21%, effective January 1, 2018. The Company adjusted its deferred tax assets and liabilities at December 31, 2017 to reflect the Tax Act’s reduction of corporate income tax rates which are expected to be in effect in future years as the deferred tax assets and liabilities are realized. The effect of this provisional adjustment in the deferred provision for income taxes is a discrete net expense of $11,095, however this is offset with a reduction in the valuation allowance as of December 31, 2018.

In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Act. Corporate taxpayers may carryback net operating losses originating during 2018 through 2020 for up to five years, which was not previously allowed under the Tax Act. The CARES Act also eliminates the 80% of taxable income limitation allowing corporate entities to fully utilize net operating loss carryforwards to offset
taxable income in 2018, 2019 and 2020. The enactment of the CARES Act did not result in any material impact to the Company’s income tax provision.

On December 27, 2020 the Consolidated Appropriations Act, 2021 (“CAA”) was signed into law. The CAA includes the COVID-related Tax Relief Act of 2020 (“COVID TRA”). The Company is continuing to assess the effect of the CAA and does not believe it will result in a material impact to the Company’s income tax provision.

Total income tax expense (benefit) for the years ended December 31, 2020, 2019 and 2018 was allocated as follows:
202020192018
Income from continuing operations$(723)$— $— 
Income from discontinued operations— (660)— 
Total tax expense (benefit)$(723)$(660)$— 

For the years ended December 31, 2020, 2019 and 2018 loss from continuing operations before taxes of the Company consists of the following:
202020192018
Domestic$(28,756)$(12,010)$(11,768)
Foreign(4,911)(675)(257)
Total$(33,667)$(12,685)$(12,025)

The components of income tax expense (benefit) from continuing operations for the years ended December 31, 2020, 2019 and 2018 are as follows:
202020192018
Deferred:
Federal$— $1,033 $(3,663)
State— 37 564 
Foreign(723)— — 
(Decrease) Increase in valuation allowance— (1,070)3,099 
Total income tax expense (benefit)$(723)$— $— 

The reconciliation between the effective tax rate and the statutory tax rate is as follows:
December 31,
202020192018
Federal statutory rate21.0 %21.0 %21.0 %
State statutory rate, net of federal benefit1.8 %(0.7)%0.9 %
Effect of foreign rates different from statutory0.1 %— %0.2 %
Change in state rate(2.5)%(1.3)%(1.2)%
Nondeductible/nontaxable or other items1.1 %.3 %4.9 %
Unborn foreign tax deduction4.0 %— %— %
Change in valuation allowance(23.4)%(19.3)%(25.8)%
Income tax (expense) benefit2.1 %— %— %

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The primary temporary differences that give rise to the deferred tax assets and liabilities are certain inventory adjustments, depreciation and amortization, interest expense, stock based compensation and net operating loss carryforwards.
The deferred tax assets and liabilities consisted of the following at December 31, 2020 and 2019:
20202019
Deferred tax assets:
Inventories, net$2,715 $1,759 
Stock based compensation1,938 980 
Loss carryforwards29,050 22,153 
Credit carryforwards176 260 
Interest carryforward1,851 655 
Accrued Settlements1,467 — 
Other382 417 
Total deferred tax assets37,579 26,224 
Valuation allowance(33,160)(25,392)
Net deferred tax assets4,419 832 
Deferred tax liabilities:
Intangibles(9,120)(113)
Property, plant and equipment(1,054)(719)
       Total deferred tax liabilities(10,174)(832)
Deferred tax assets (liabilities), net$(5,755)$— 

The deferred tax assets were fully offset by a valuation allowance at December 31, 2020 and 2019, with the exception of certain deferred tax liabilities recognized in a foreign jurisdiction as a result of fair value adjustments recorded upon the acquisition of ApiFix. The Company has recorded a tax benefit during the year ended December 31, 2020, for losses generated in Israel. During 2019, the Company assumed certain deferred tax liabilities in connection with the acquisition of Vilex, which allowed for a release of $1,124 of the valuation allowance. Such amount was recognized in discontinued operations. As of December 31, 2020, we had available federal, state and foreign tax loss carryforwards of $98,918, $68,901 and $16,905, respectively. We had available federal tax credits of $176. Net operating losses generated prior to December 31, 2017 will begin to expire in 2028. Federal net operating losses generated after January 1, 2018 will have an indefinite carryforward period. An ownership change under Section 382 of the Internal Revenue Code was deemed to occur on May 30, 2014. Given the limitation calculation, we anticipate approximately $16,200 in losses generated prior to the ownership change date will be subject to potential limitation. The estimated annual limitation is $1,062. A second ownership change under Section 382 was deemed to occur on December 11, 2018. The estimated annual limitation is $9,736, which is increased by $22,430 over the first five years as a result of an unrealized built in gain. NOLs sustained prior to May 30, 2014 will still be constricted by the lower limitation.

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2020. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. As a result, a full valuation continues to be recorded against the Company's net deferred tax assets, with the exception of Israel.

We are subject to taxation in the United States, Indiana and various other state and international jurisdictions. As of December 31, 2020, all tax years from 2008 remain open to examination by the major taxing jurisdictions to which we are subject due to our net operating loss and credit carryforwards from those years. We believe that the income tax filing positions will be sustained on audit and do not anticipate any adjustments that will result in a material change. Therefore, no reserve for uncertain income tax positions has been recorded. Interest and penalties, if any, associated with income tax examinations will be to record such items as a component of income taxes.
At December 31, 2020, our foreign operations held cash totaling $5,398. We have not provided for foreign withholding tax on the undistributed earnings from our non-U.S. subsidiaries that are considered to be indefinitely reinvested. If such earnings were to be distributed, any foreign withholding tax would not be significant.
XML 34 R19.htm IDEA: XBRL DOCUMENT v3.20.4
STOCKHOLDERS' EQUITY
 12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITYPrior to our IPO, we maintained an Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) that provides for grants of options and restricted stock to employees, directors and associated third-party
representatives of our company as determined by the Board of Directors. The 2007 Plan had authorized 1,585,000 shares for award.

Immediately prior to our IPO, we adopted our 2017 Incentive Award Plan (the “2017 Plan”) which replaced the 2007 Plan. The 2017 Plan provides for grants of options and restricted stock to officers, employees, consultants or directors of our Company. The 2017 Plan has authorized 1,789,647 shares for award.

Stock Options

The fair value for options granted at the time of issuance were estimated at the date of grant using a Black-Scholes options pricing model. Significant assumptions included in the option value model include the fair value of our common stock at the grant date, weighted average volatility, risk-free interest rate, dividend yield and the forfeiture rate. There were no stock options granted in any of the periods presented.

Our stock option activity and related information are summarized as follows:
OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Terms (in Years)
Outstanding at January 1, 2018176,959 $29.42 2.0
Forfeited or expired(50,652)$27.61 
Exercised(14,213)$29.85 
Outstanding at December 31, 2018112,094 $30.32 1.8
Forfeited or expired(2,546)$27.61 
Exercised(38,920)$29.3 
Outstanding at December 31, 201970,628 $30.97 1.2
Forfeited or expired(4,556)$30.97 
Exercised(53,270)$30.97 
Outstanding at December 31, 202012,802 $30.97 1.6

Options generally include a time-based vesting schedule permitting the options to vest ratably over three years. At December 31, 2020 and 2019, all options were fully vested.

There was no stock-based compensation expense on stock options for all periods presented.

Restricted Stock

Our restricted stock activity and related information are summarized as follows:
Restricted StockWeighted-Average Remaining Contractual Terms (in Years)
Outstanding at January 1, 2018548,005 0.3
Granted178,543 
Forfeited(1,335)
Outstanding at Vested(547,920)
Outstanding at December 31, 2018177,293 2.2
Granted154,769 
Forfeited(9,616)
Outstanding at Vested(4,444)
Outstanding at December 31, 2019318,002 1.7
Granted164,010 
Forfeited(1,885)
Vested(43,397)
Outstanding at December 31, 2020436,730 1.1
Restricted stock exercisable at December 31, 2020— 

At December 31, 2020, there was $7,114 of unrecognized compensation expense remaining related to our service-based restricted stock awards. The unrecognized compensation cost is expected to be recognized over a
weighted average period of 1.1 years. All restricted stock granted prior to May 2014 vested upon our IPO and the remaining grants under the 2007 Plan vested six months after the IPO.

Stock-based compensation expense on restricted stock amounted to $6,196, $2,603 and $3,185 for the years ended December 31, 2020, 2019 and 2018, respectively. The increase in the stock compensation expense for the twelve months ended December 31, 2020 was primarily driven by a third year of restricted stock grants in a three year vesting cycle and one-time stock grants related to executive management transitions that vested immediately resulting in an additional $1,542 of expense.

Warrants

Our warrant activity and related information are summarized below:
WarrantsWeighted-Average Exercise Price
Outstanding at January 1, 201844,101 $27.03 
Forfeited or expired(37,311)$26.89 
Outstanding at December 31, 20186,790 $27.81 
Forfeited or expired(6,386)$27.61 
Outstanding at December 31, 2019404 $30.97 
Forfeited or expired(404)$30.97 
Outstanding at December 31, 2020— 

For all periods presented, the warrants were issued at exercise prices ranging from $26.27 to $30.97 per share. The warrants generally have a 10-year term. No warrants have been exercised during each of the three years in the period ended December 31, 2020. At inception and as of December 31, 2020, 2019 and 2018, no fair value was assigned to the warrants.
XML 35 R20.htm IDEA: XBRL DOCUMENT v3.20.4
NET LOSS PER SHARE
 12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
NET LOSS PER SHARE NET LOSS PER SHARE
The following is a reconciliation of basic and diluted net loss per share attributable to common stockholders:
Year Ended December 31,
202020192018
Net loss from continuing operations$(32,944)$(12,685)$(12,025)
Net loss from discontinued operations— (1,046)— 
Net loss attributable to common stockholders - basic and diluted$(32,944)$(13,731)$(12,025)
Weighted average number of shares - basic and diluted18,056,828 14,624,194 12,567,387 
Net loss from continuing operations per share attributable to common stockholders - basic and diluted
$(1.82)$(0.87)$(0.96)
Net loss from discontinued operations per share attributable to common stockholders - basic and diluted— (0.07)— 
Net loss per share attributable to common stockholders - basic and diluted$(1.82)$(0.94)$(0.96)

Our basic and diluted net loss per share is computed using the two-class method.  The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses.  Non-vested restricted stock that includes non-forfeitable rights to dividends are considered participating securities. 

Because we have incurred a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. The following contingently issuable and convertible equity shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for all periods presented:
Year Ended December 31,
202020192018
Restricted stock436,730 318,002 177,293 
Stock options12,802 70,628 112,094 
Warrants— 404 6,790 
449,532 389,034 296,177 
XML 36 R21.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS SEGMENT
 12 Months Ended
Dec. 31, 2020
Segment Reporting [Abstract]  
BUSINESS SEGMENT BUSINESS SEGMENT
Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. We have one operating and reportable segment, OrthoPediatrics, which designs, develops and markets anatomically appropriate implants and devices for children with orthopedic problems. Our chief operating decision-maker, our Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance, accompanied by disaggregated revenue information by product category. We do not assess the performance of our individual product categories on measures of profit or loss, or other asset-based metrics. Therefore, the information below is presented only for revenue by category and geography.

Product sales attributed to a country or region includes product sales to hospitals, physicians and distributors and is based on the final destination where the products are sold. No individual customer accounted for more than 10% of total product sales for any of the periods presented. No customer accounted for more than 10% of consolidated accounts receivable as of December 31, 2020 or 2019.

Disaggregated revenue - product sales by source were as follows:
Year Ended December 31,
Product sales by geographic location:202020192018
U.S.$62,966 $55,055 $43,461 
International8,112 17,497 14,098 
Total$71,078 $72,552 $57,559 

Year Ended December 31,
Product sales by category:202020192018
Trauma and deformity$47,677 $49,371 $39,695 
Scoliosis20,738 21,485 16,662 
Sports medicine/other2,663 1,696 1,202 
Total$71,078 $72,552 $57,559 
No individual country with sales originating outside of the United States accounted for more than 10% of consolidated revenue for the years ended December 31, 2020, 2019 and 2018.
XML 37 R22.htm IDEA: XBRL DOCUMENT v3.20.4
RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2020
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONSIn addition to the debt and credit agreements and mortgage with Squadron and its affiliate (refer to Note 6), we currently use Structure Medical, LLC (“Structure Medical”) as one of our suppliers. Structure Medical is affiliated with Squadron and a supplier with which we maintain certain long-term agreements. Our aggregate payments to Structure Medical for inventory purchases were $2,622, $3,933 and $4,026 for the years ended December 31, 2020, 2019 and 2018, respectively. On December 31, 2019, the Company divested Vilex for $25,000 to an affiliate of Squadron. In conjunction with the divestiture, the Company also entered into an exclusive perpetual license agreement to permit the purchasers of Vilex the ability to access intellectual property and sell products using the external fixation technology of Orthex, LLC to non-pediatric accounts. For the year ended December 31, 2020, sales and payments related to inventory purchases to Squadron's affiliate, now known as Vilex, LLC, were $595 and $2,900, respectively.
XML 38 R23.htm IDEA: XBRL DOCUMENT v3.20.4
EMPLOYEE BENEFIT PLAN
 12 Months Ended
Dec. 31, 2020
Retirement Benefits [Abstract]  
EMPLOYEE BENEFIT PLAN EMPLOYEE BENEFIT PLANWe have a defined-contribution plan, OrthoPediatrics 401(k) Retirement Plan (the “401(k) Plan”), which includes a cash or deferral (Section 401(k)) arrangement. The 401(k) Plan covers those employees who meet certain eligibility requirements and elect to participate. Employee contributions are limited to the annual amounts permitted under the Internal Revenue Code. The 401(k) Plan allows us to make a discretionary matching contribution. Discretionary matching contributions are determined annually by management. Effective January 1, 2019, we elected to match our employees' 401(k) contributions up to 3% of employees' salary. This was increased to 4% effective January 1, 2020. For the years ended December 31, 2020 and 2019, we matched $439 and $246, respectively of our employees' 401(k) contributions.
XML 39 R24.htm IDEA: XBRL DOCUMENT v3.20.4
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
From time to time, we are involved in various legal proceedings arising in the ordinary course of our business. On January 20, 2017, K2M, Inc. filed suit against us in the United States District Court for the District of Delaware (K2M, Inc. v. OrthoPediatrics Corp. et al., Case No. 1:17-cv-0061) seeking unspecified damages for alleged infringement of U.S. Patent No. 9,532,816. The complaint was amended on August 21, 2017 to add, among other things, a claim of patent infringement regarding U.S. Patent No. 9,655,664. These patents relate to certain instruments used in our RESPONSE™ spine systems, which represent a portion of our total scoliosis portfolio. We have denied these claims and responded with counterclaims seeking declaratory relief that the patents in question are both invalid and not infringed. The parties attended a court-ordered mediation on October 24, 2017, which did not resolve the dispute, but as we move forward with this matter we welcome constructive discussions on a negotiated settlement. Nevertheless, we view our case as particularly strong and will continue to vigorously defend this matter. On June 28, 2018, the United States Patent and Trademark Office's Patent Trial and Appeal Board ("PTAB") instituted limited review concerning whether certain third parties had described the invention of certain of K2M's patent claims before allegedly invented by K2M. On July 10, 2018, the Court stayed the litigation pending the outcome of PTAB's review. On June 4, 2019, PTAB completed its review, finding, among other things, insufficient evidence of such description by the third parties. In early October 2019, the Court orally lifted the stay in federal district court. Thereafter, on November 19, 2019, K2M amended its complaint to add two (2) additional issued patents, to add claims of patent infringement regarding U.S. Patent Nos. 10,285,735 and 10,292,736 (both issued in May 2019). Like before, these newly issued patents relate to certain instruments used in our RESPONSE spine systems. Additionally, we have denied these most recent claims and responded with counterclaims seeking declaratory relief that the subject patents are both invalid and not infringed. Moreover, on November 20, 2019, the Court issued its Scheduling Order, which in part, set a trial date for April 12, 2021. Subsequently, the parties attended a second court-ordered mediation on February 25, 2020, which did not resolve the dispute, but we continue to welcome constructive discussions on a negotiated settlement.

Subsequent to year end, we entered into settlement negotiations regarding this matter and anticipate that it will be settled in the near term. However, no assurance can be given that a final settlement will be reached and, were negotiations to cease, we would vigorously defend the claims asserted against us. As intellectual property litigation can involve complex factual and legal questions, an adverse resolution of this proceeding could have a material adverse effect on our business, operating results and financial condition.

On December 30, 2020, Dr. Mark Barry filed suit against us in the United States District Court for the District of Delaware (Barry v. OrthoPediatrics Corp. et al., Case No. 1:20-cv-01786) seeking unspecified damages for alleged infringement of U.S. Patent Nos. 7,670,358; 8,361,121; 9,339,301; 9,668,787; and 9,668,788, which relate to systems and methods concerning derotation of spinal bodies to correct spinal deformities. Intellectual property litigation can involve complex factual and legal questions, and an adverse resolution of this proceeding could have a material adverse effect on our business, operating results and financial condition. The parties reached a verbal settlement in February 2021, but have not finalized the written settlement agreement, and do not expect to do so for several weeks.

As of December 31, 2020, we have accrued $6,342 related to the potential outcome of outstanding legal matters.

We are not presently a party to any other legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate materially affect our financial position or results of operations or cash flows.

As of December 31, 2020, we are contracted to pay royalties to individuals and entities that provide research and development services, which range from 0.5% to 20% of sales. Additionally, we have minimum royalty commitments of $10 annually through 2026.
We have products in development that have milestone payments and royalty commitments. In any development project, there are significant variables that will affect the amount and timing of these payments and as of December 31, 2020, we have not been able to determine the amount and timing of payments. We do not anticipate these future payments will have a material impact on our financial results.
XML 40 R25.htm IDEA: XBRL DOCUMENT v3.20.4
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
 12 Months Ended
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The quarterly financial data presented should be read in conjunction with the consolidated financial statements and related notes.
Three Months Ended
Mar. 31, 2020Jun. 30, 2020Sep. 30, 2020Dec. 31, 2020
Net revenue$16,356 $13,593 $22,205 $18,924 
Gross profit12,213 10,061 17,639 15,118 
Operating loss(4,497)(7,017)(2,498)(12,743)
Loss before income tax benefit(4,945)(9,447)(4,539)(14,736)
Provision for income taxes (benefit)— — — (723)
Net loss (4,945)(9,447)(4,539)(14,013)
Net loss attributable to common stockholders(4,945)(9,447)(4,539)(14,013)
Net loss per share attributable to common stockholders - basic and diluted$(0.30)$(0.54)$(0.24)$(0.73)
Three Months Ended
Mar. 31, 2019Jun. 30, 2019Sep. 30, 2019Dec. 31, 2019
Net revenue$14,656 $18,200 $20,744 $18,952 
Gross profit10,655 13,619 15,895 14,450 
Operating loss(2,717)(1,790)(1,539)(3,031)
Net loss from continuing operations(3,020)(2,459)(2,877)(4,329)
Gain (Loss) from discontinued operations— 159 (213)(1,100)
Net loss(3,020)(2,618)(2,664)(5,429)
Net loss attributable to common stockholders(3,020)(2,618)(2,664)(5,429)
Net loss from continuing operations per share attributable to common stockholders - basic and diluted$(0.21)$(0.17)$(0.19)$(0.29)
Net loss from discontinued operations per share attributable to common stockholders - basic and diluted$— $0.01 $(0.01)$(0.07)
Net loss per share attributable to common stockholders - basic and diluted$(0.21)$(0.16)$(0.20)$(0.36)

During the fourth quarter ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. The aforementioned $2,730 reduction of revenue reduced gross profit in the fourth quarter and total year by $1,115.
XML 41 R26.htm IDEA: XBRL DOCUMENT v3.20.4
SUBSEQUENT EVENTS
 12 Months Ended
Dec. 31, 2020
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTSOn January 15, 2021, the Company expanded to 14 international agents, broadening its reach into the largest European market of Germany, Austria and Switzerland by converting long-standing distribution partners.
XML 42 R27.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Basis of Presentation
Basis of Presentation

The accompanying consolidated financial statements include the accounts of OrthoPediatrics Corp. and its wholly-owned subsidiaries, OrthoPediatrics US Distribution Corp., OrthoPediatrics EU Limited, OrthoPediatrics AUS PTY LTD, OrthoPediatrics NZ Limited, OP EU B.V., OP Netherlands B.V., Orthex, LLC, Telos Partners, LLC and ApiFix, Ltd. (collectively, the “Company,” “we,” “our” or “us”). All intercompany balances and transactions have been eliminated. The results of Vilex have been classified as discontinued operations within the consolidated financial statements for the year ended December 31, 2019.
We have prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements have been prepared assuming our Company will continue as a going concern.
Use of Estimates Use of EstimatesPreparation of our consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as of the date of the consolidated financial statements. By their nature, these judgments are subject to an inherent degree of uncertainty. We use historical experience and other assumptions as the basis for our judgments and estimates. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in these estimates will be reflected in our consolidated financial statements.
Foreign Currency Transactions
Foreign Currency Transactions

We currently bill our international stocking distributors in U.S. dollars, resulting in minimal foreign exchange transaction expense.
Beginning in the second quarter of 2017, we began selling direct within the United Kingdom, Ireland, Australia and New Zealand and billing using the local currency for each country.We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. In the year ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe. The financial statements of our foreign subsidiaries are accounted for in local functional currencies and have been translated into U.S. dollars using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. Foreign currency translation adjustments have been recorded as a separate component of the consolidated statements of comprehensive loss.
Fair Value of Financial Instruments
Fair Value of Financial Instruments

The accounting standards related to fair value measurements define fair value and provide a consistent framework for measuring fair value under the authoritative literature.  Valuation techniques are based on observable and unobservable inputs.  Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect market assumptions.  This guidance only applies when other standards require or permit the fair value measurement of assets and liabilities.  The guidance does not expand the use of fair value measurements.  A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels.

Level 1 – Quoted prices in active markets for identical assets or liabilities;

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data; and

Level 3 – Significant unobservable inputs that are not corroborated by market data.  Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, and are based on the best information available, including our own data.   
The Company's financial instruments include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, acquisition installment payables, contingent consideration and long-term debt. The carrying amounts of accounts receivable, accounts payable, acquisition installment payables and long-term debt approximate the fair value due to the short-term nature or market rates of these instruments. The company bases the fair value of short-term investments on quoted market prices for identical or comparable assets. Contingent consideration represents the system sales payment the Company is obligated to make. The fair value of the contingent consideration payment is considered a level 3 fair value measurement and was determined with the assistance of an independent valuation specialist at the original issuance date and as of the balance sheet date.
Revenue from Contracts with Customers
Revenue from Contracts with Customers

The Company adopted ASC 606, "Revenue From Contracts with Customers (ASC 606)", on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption of ASC 606 did not have any impact on the Company's consolidated historical financial statements. The reported
results for 2019 and 2018 reflect the application of ASC 606 guidance. In accordance with ASC 606, revenue is recognized when our performance obligations under the terms of a contract with our customer are satisfied. This typically occurs when we transfer control of our products to the customers, generally upon implantation or when title passes upon shipment. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services, and excludes any sales incentives or taxes collected from a customer which are subsequently remitted to government authorities.

Revenue Recognition – United States

Revenue in the United States is generated primarily from the sale of our implants and, to a much lesser extent, from the sale of our instruments. Sales in the United States are primarily to hospital accounts through independent sales agencies. We recognize revenue when our performance obligations under the terms of a contract with our customer are satisfied. The products are generally consigned to our independent sales agencies, and revenue is recognized when the products are used by or shipped to the hospital for surgeries on a case by case basis. On rare occasions, hospitals purchase product for their own inventory, and revenue is recognized when the products are shipped and the title and risk of loss passes to the customer. Pricing for each customer is dictated by a unique pricing agreement. Sales through two of our independent sales agencies in the United States accounted for 14.2% and 13.8% of our global revenue in 2020. Sales through two of our independent sales agencies in the United States accounted for 12.3% and 12.2% of our global revenue in 2019, respectively. Sales through two of our independent sales agencies in the United States accounted for 12.1% and 11.2% of our global revenue in 2018, respectively.

Revenue Recognition – International

Outside of the United States, we sell our products directly to hospitals through independent sales agencies or to independent stocking distributors. Generally, the distributors are allowed to return products, and some are thinly capitalized. Prior to 2019, we concluded that collectibility was not reasonably assured at the time of delivery for certain customers who had not evidenced a consistent pattern of timely payment. Accordingly, in the past we did not recognize international revenue and associated cost of revenue at the time title transfers for these customers for whom collectibility had not been deemed probable based on the customer’s history and ability to pay, but rather when cash had been received.
Following a review of our collection history, we deemed collectibility was probable for all international stocking distributors effective January 1, 2019. Based on a history of reliable collections, we have concluded that a contract exists and revenue should be recognized when we transfer control of our products to the customer, generally when title passes upon shipment. Additionally, based on our history of immaterial returns from international customers, we have historically estimated no reserve for returns.
In early 2017, we expanded operations and established legal entities in the United Kingdom, Australia and New Zealand, permitting us to sell under an agency model direct to local hospitals in these countries. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. In the year ended December 31, 2020, the Company recorded a $2,730 revenue reduction due to the repurchase of inventory from a stocking distributor in Germany, Austria and Switzerland that we converted to a sales agency. Additionally, in March 2019, we established an operating company in the Netherlands in order to enhance our operations in Europe. The products are generally consigned to our independent sales agencies, and revenue is recognized when the products are used by or shipped to the hospital for surgeries on a case by case basis. On rare occasions, hospitals purchase products for their own inventory, and revenue is recognized when title passes upon shipment. Pricing for each customer is dictated by a unique pricing agreement.
Cash, Cash Equivalents and Short-Term Investments
Cash, Cash Equivalents and Short Term Investments

We maintain cash in bank deposit accounts which, at times, may exceed federally insured limits. To date, we have not experienced any loss in such accounts. We consider all highly liquid investments with original maturity of three months or less at inception to be cash equivalents. The carrying amounts reported in the balance sheets for cash are valued at cost, which approximates fair value.

The Company invests in available-for-sale short term investments. The Company has the ability, if necessary, to liquidate without penalty any of its short term investments to meet its liquidity needs in the next twelve months. As such, those investments with contractual maturities greater than one year from the date of purchase are classified
as short-term on the accompanying Consolidated Balance Sheets. The company includes unrealized gains or losses in stockholders' equity. If the adjustment to fair value reflects a decline in the value of the investment, the Company considers available information to determine whether the decline is "other than temporary" and, if so, reflects the change on the Consolidated Statements of Operations.

Restricted Cash
In conjunction with the sale of Vilex, $1,250 was placed into a separate escrow account. This cash is reported as restricted cash on the December 31, 2020 and 2019 consolidated balance sheet. These funds will remain restricted until August 31, 2021 at which time, they will be released to the Company subject to no claims related to the purchase. The Company also maintains restricted cash of 100 Euro at its Netherlands entity for potential Italian tenders.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are uncollateralized customer obligations due under normal trade terms, generally requiring payment within 30 days from the invoice date in the United States and within 90 days internationally. Account balances with invoices over 30 or 90 days past due for domestic and international accounts, respectively, are considered delinquent. No interest is charged on past due accounts. Payments of accounts receivable are applied to the specific invoices identified on the customer's remittance advice or, if unspecified, to the customer's account as an unapplied credit.
The carrying amount of accounts receivable is reduced by an allowance that reflects management's best estimate of the amounts that will not be collected, determined principally on the basis of historical experience, management's assessment of the collectability of specific customer accounts and the aging of the accounts receivable. All accounts or portions thereof deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for doubtful accounts.
Inventories, net
Inventories, net

Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in-first-out method. Inventories, which consist of implants and instruments held in our warehouse, with third-party independent sales agencies or distributors, or consigned directly with hospitals, are considered finished goods and are purchased from third parties.

We evaluate the carrying value of our inventories in relation to the estimated forecast of product demand, which takes into consideration the life cycle of the product. A significant decrease in demand could result in an increase in the amount of excess inventory on hand, which could lead to additional charges for excess and obsolete inventory.

The need to maintain substantial levels of inventory impacts our estimates for excess and obsolete inventory. Each of our implant systems are designed to include implantable products that come in different sizes and shapes to accommodate the surgeon’s needs. Typically, a small number of the set components are used in each surgical procedure. Certain components within each set may become obsolete before other components based on the usage patterns. We adjust inventory values, as needed, to reflect these usage patterns and life cycle.
In addition, we continue to introduce new products, which may require us to take additional charges for excess and obsolete inventory in the future.
Property and Equipment, net
Property and Equipment, net

Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the assets. When assets are retired or otherwise disposed of, costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in operations for the period. Maintenance and repairs that prolong or extend the useful life are capitalized, whereas standard maintenance, replacements, and repair costs are expensed as incurred.

Instruments are hand-held devices, specifically designed for use with our implants and are used by surgeons during surgery. Instruments deployed in the field are carried at cost less accumulated depreciation and are recorded in property and equipment, net on the consolidated balance sheets.
Sample inventory consists of our implants and instruments, and is maintained to market and promote our products. Sample inventory is carried at cost less accumulated depreciation.
Amortizable Intangible Assets, net
Amortizable Intangible Assets, net

Amortizable intangible assets include fees necessary to secure various patents and licenses, including Band-Lok, the value of internally developed software, customer relationships, and non-competition agreements related to the
acquisition of Orthex, and customer relationships and non-competition agreements related to the acquisitions of Telos and ApiFix. Amortization is calculated on a straight-line basis over the estimated useful life of the asset. Amortization for patents and licenses commences at the time of patent approval, and for licenses upon market launch, respectively. Amortization for assets acquired commences upon acquisition. Intangible assets are amortized over a 3 to 20 year period. Amortizable intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets.
Other Intangible Assets
Goodwill and Other Intangible Assets

Our goodwill represents the excess of the cost over the fair value of net assets acquired. The determination of the value of goodwill and intangible assets arising from acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstances warrant such a review. The goodwill is considered to be impaired if we determine that the carrying value of our one reporting unit exceeds its respective fair value. No impairment changes were recorded in the current year.

The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The quantitative assessment for goodwill requires us to estimate the fair value of our one reporting unit using either an income or market approach or a combination thereof.
We have indefinite lived tradename assets that are reviewed for impairment by performing a quantitative analysis, which occurs annually in the fourth quarter, utilizing balances as of October 1, or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net discounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets.
Acquisition Payable and Contingent Consideration Acquisition Payable and Contingent ConsiderationUpon the completion of an acquisition the Company may record an acquisition installment payable, contingent consideration or both. Both are recorded at their fair values as determined by management with the assistance of an independent valuation specialist at the original issuance date and are adjusted on a recurring basis. Accretion of interest expense attributable to the acquisition installment payable are recorded as a component of interest expense, net. Changes in the fair value of the contingent consideration are included in fair value adjustments of contingent consideration.
Cost of Revenue
Cost of Revenue

Cost of revenue consists primarily of products purchased from third-party suppliers, excess and obsolete inventory adjustments, inbound freight, and royalties. Our implants and instruments are manufactured to our specifications by third-party suppliers who meet our manufacturer qualifications standards. Our third-party manufacturers are required to meet Food and Drug Administration (the “FDA”), International Organization for
Standardization and other country-specific quality standards. The majority of our implants and instruments are produced in the United States.
Sales and Marketing Expenses Sales and Marketing ExpensesSales and marketing expenses primarily consist of commissions to our domestic and select international independent sales agencies and consignment distributors, as well as compensation, commissions, benefits and other related costs for personnel we employ. Commissions and bonuses are generally based on a percentage of sales. Our international independent stocking distributors purchase instrument sets and replenishment stock for resale, and we do not pay commissions or any other sales related costs for international sales to distributors.
Advertising Costs Advertising Costs Advertising costs consist primarily of print advertising, trade shows, and other related expenses. Advertising costs are expensed as incurred and are recorded as a component of sales and marketing expense.
Research and Development Costs Research and Development CostsResearch and development costs are expensed as incurred. Our research and development expenses primarily consist of costs associated with engineering, product development, consulting services, outside prototyping services, outside research activities, materials, development and protection of our intellectual property portfolio, as well as other costs associated with development of our products. Research and development costs also include related personnel and consultants’ compensation expense.
Stock-Based Compensation
Stock-Based Compensation

Prior to our IPO, we maintained an Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”) that provides for grants of options and restricted stock to employees, directors and associated third-party representatives of our company as determined by the Board of Directors. The 2007 Plan had authorized 1,585,000 shares for award.

Immediately prior to our IPO, we adopted our 2017 Incentive Award Plan (the “2017 Plan”) which replaced the 2007 Plan. The 2017 Plan provides for grants of options and restricted stock to officers, employees, consultants or directors of our Company. The 2017 Plan has authorized 1,789,647 shares for award.

Options holders, upon vesting, may purchase common stock at the exercise price, which is the estimated fair value of our common stock on the date of grant. Option grants generally vest immediately or over a three year period. No stock options were granted in any of the periods presented.

Restricted stock may not be transferred prior to the expiration of the restricted period. The restricted stock that has been granted under the 2007 Plan has restriction periods that generally last until the earlier of six years from the date of grant, or an initial public offering or change in control, as defined in the 2007 Plan. All restricted stock granted prior to May 2014 vested upon our IPO and the remaining grants under the 2007 Plan vested in April 2018. Generally under the 2017 plan, restricted stock vests over a three year period. We have elected to recognize the reversal of stock compensation expense when a restricted stock forfeiture occurs as opposed to estimating future forfeitures.

We record the fair value of restricted stock at the grant date. Stock-based compensation is recognized ratably over the requisite service period, which is generally the restriction period for restricted stock.

In determining the fair value of our common stock at the grant date for awards issued prior to our IPO, which is the basis for the fair value of stock based awards, we use the market approach, which is based on the assumption that the value of an asset is equal to the value of a substitute asset with the same characteristics. In using the market approach, we consider both the guideline public company method and the precedent transaction method. Given the absence of a public trading market for our common stock at that time, we exercise reasonable judgment and consider a number of objective and subjective factors to determine the best estimate of the fair value of our common stock, including: the preferences and dividends of our redeemable convertible preferred stock relative to those of our common stock; our operating results and financial conditions, including our level of available capital
resources; equity market conditions affecting comparable public companies; general U.S. market conditions; and the lack of marketability of our common stock. Prior to our IPO, for restricted stock awards we applied a discount for lack of marketability to the fair value of common shares due to estimate the impact of valuing a minority interest in our Company as a closely held, non-public company with no liquid market for its shares.
Comprehensive Income (Loss) Comprehensive Income (Loss)Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) includes foreign currency translation adjustments.
Income Taxes
Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance.
We record uncertain tax positions on the bases of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the positions and (2) for those tax positions that do not meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.
Litigation and Contingencies
Litigation and Contingencies

Accruals for litigation and contingencies are reflected in the consolidated financial statements based on
management’s assessment, including advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount is reasonably estimable. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations in a given period. The Company recorded an accrual of $6,342 for legal settlements for the year ended December 31, 2020.
"Emerging Growth Company" Reporting Requirements
“Emerging Growth Company” Reporting Requirements

We qualify as an “emerging growth company” as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002.

Section 107 of the JOBS Act also provides that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
In April 2017, the SEC adopted new rules that included an inflation-adjusted threshold in the definition of an emerging growth company. Under the new inflation-adjusted threshold, we would cease to be an emerging growth company on the last day of the fiscal year in which our annual gross revenues exceed $1.07 billion. This is an increase of $70 million from the previous $1 billion threshold.
Recent Accounting Pronouncements
Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financials assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The Company will adopt ASU 2016-16 effective January 1, 2023. The adoption of this guidance is not expected to have a significant impact on the Company's consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". This pronouncement eliminates Step 2 from the goodwill impairment test and requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Under this guidance, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. It is effective for reporting periods beginning after December 15, 2020, although earlier adoption is permitted. The Company adopted this standard on January 1, 2020 and it did not have a significant impact on the Company's consolidated financial statements and related disclosures.
In December 2019, the FASB issued ASU No. 2019-12 "Income Taxes: Simplifying the Accounting for Income Taxes" intended to simplify the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside cost basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for annual periods beginning after December 15, 2020 and interim periods within, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company adopted this standard on January 1, 2020 and it did not have a significant impact on the Company's consolidated financial statements and related disclosures.
Shipping and handling costs  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Revenue from Contracts with Customers
Shipping and Handling Costs

Shipping and handling costs that are billed to the customer are included in net revenue and were $635, $599 and $513, for the years ended December 31, 2020, 2019 and 2018, respectively. Shipping and handling costs that are not billed to the customer are included in sales and marketing expenses and were $2,261, $2,788 and $2,148, for the years ended December 31, 2020, 2019 and 2018, respectively.
XML 43 R28.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Property and Equipment, Depreciable Lives
Depreciable lives are generally as follows:
Building and building improvements
25 to 30 years
Furniture and fixtures
5 to 7 years
Computer equipment
3 to 5 years
Business software
3 years
Office and other equipment
5 to 7 years
Instruments
5 years
Sample inventory
2 years
Summary of Activity in Allowance for Doubtful Accounts
The following table summarizes activity in the allowance for doubtful accounts:

December 31,
202020192018
Balance at beginning of year$506 $134 $143 
Additions charged to expense2744243
Write-offs3475212
Balance at end of year$433 $506 $134 
XML 44 R29.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS COMBINATION (Tables)
 12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Schedule of Total Consideration Transferred After Discounting Future Payments The following table reconciles the total consideration transferred after discounting the future payments, excluding the impact of foreign currency translation:
ConsiderationPresent Value
Cash consideration$2,000 $2,000 
Payment of ApiFix transaction related costs67 67 
Issuance of common stock35,176 35,176 
Anniversary Payments30,000 22,620 
System sales payment41,741 27,190 
Total consideration transferred$108,984 $87,053 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the total consideration paid for ApiFix and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
DescriptionAmount
Preliminary fair value of estimated total acquisition consideration$87,379 
Assets
Cash344 
Accounts receivable-trade245 
Inventories685 
Prepaid expenses and other current assets77 
Property and equipment153 
Amortizable intangible assets32,150 
Other intangible assets8,640 
Operating lease right-of-use asset104 
Total assets42,398 
Liabilities
Accounts payable and accrued liabilities226 
Operating lease liabilities106 
Other current liabilities270 
Deferred income taxes6,487 
Total liabilities7,089 
Less: total net assets35,309 
Goodwill$52,070 
The following table summarizes the total consideration paid for Telos and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
DescriptionAmount
Preliminary fair value of estimated total acquisition consideration$3,318 
Assets
Cash81 
Accounts receivable-trade215 
Prepaid expenses and other current assets38 
Property and equipment10 
Amortizable intangible assets950 
Other intangible assets$210 
Total assets1,504 
Liabilities
Accounts payable and accrued liabilities60 
Total liabilities60 
Less: total net assets1,444 
Goodwill$1,874 
The following table summarizes the total consideration paid for Vilex and Orthex and allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date:
DescriptionAmount
Estimated fair value of total acquisition consideration$60,184 
Assets
Cash348 
Accounts receivable-trade2,088 
Inventories3,652 
Prepaid expenses and other current assets12 
Property and equipment7,540 
Amortizable intangible assets31,180 
Operating lease right-of-use asset323 
Total assets45,143 
Liabilities
Accounts payable and accrued liabilities563 
Operating lease liabilities323 
Deferred tax liability1,175 
Other long-term liabilities68 
Total liabilities2,129 
Less: total net assets43,014 
Goodwill$17,170 
Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination The estimated fair value and useful life of identifiable intangible assets are as follows:
AmountRemaining Economic Useful Life
Trademarks / Names$8,640 Indefinite
Patents31,720 15 years
Customer Relationships230 10 years
Non-competition Agreements200 4 years
$40,790 
The estimated fair value and useful life of identifiable intangible assets are as follows:
AmountRemaining Economic Useful Life
Trademarks / Names$210 Indefinite
Customer Relationships910 10 years
Non-competition Agreements40 5 years
$1,160 
The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach, inputs which would be considered Level 3 under the fair value hierarchy. The estimated fair value and useful life of identifiable intangible assets are as follows:
AmountRemaining Economic Useful Life
Trademarks / Names$4,610 Indefinite
Patents22,390 15 years
Internally Developed Software1,550 10 years
Customer Relationships2,570 12 years
Non-competition Agreements60 5 years
$31,180 
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination The estimated fair value and useful life of identifiable intangible assets are as follows:
AmountRemaining Economic Useful Life
Trademarks / Names$8,640 Indefinite
Patents31,720 15 years
Customer Relationships230 10 years
Non-competition Agreements200 4 years
$40,790 
The estimated fair value and useful life of identifiable intangible assets are as follows:
AmountRemaining Economic Useful Life
Trademarks / Names$210 Indefinite
Customer Relationships910 10 years
Non-competition Agreements40 5 years
$1,160 
The fair value of identifiable intangible assets were based on valuations using a combination of the income and cost approach, inputs which would be considered Level 3 under the fair value hierarchy. The estimated fair value and useful life of identifiable intangible assets are as follows:
AmountRemaining Economic Useful Life
Trademarks / Names$4,610 Indefinite
Patents22,390 15 years
Internally Developed Software1,550 10 years
Customer Relationships2,570 12 years
Non-competition Agreements60 5 years
$31,180 
Schedule of Business Acquisitions by Acquisition, Contingent Consideration
Presented below is a summary of the present value of the anniversary payments and system sales payment related to the ApiFix acquisition:
April 1, 2020December 31, 2020
Anniversary Payments:
Second Year Payment$10,980 $12,233 
Third Year Payment5,780 6,335 
Fourth Year Payment5,860 6,449 
Total acquisition installment payable22,620 25,017 
Less: current portion of acquisition installment payable10,980 12,233 
Acquisition installment payable, net of current portion11,640 12,784 
System sales payment27,190 30,710 
ApiFix future consideration, net of current portion$38,830 $43,494 
The recurring Level 3 fair value measurements of contingent consideration liabilities associated with commercial sales milestones include the following significant unobservable inputs as of December 31, 2020:
April 1,
2020		December 31,
2020
Valuation techniquesDiscounted cash flow, Monte Carlo
Present value discount rate(1)
23.1 %25.8 %
Volatility factor43.7 %51.8 %
Expected Years4.1 years3.5 years

(1) The present value discount rate includes estimated risk premium
XML 45 R30.htm IDEA: XBRL DOCUMENT v3.20.4
DISCONTINUED OPERATIONS (Tables)
 12 Months Ended
Dec. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations
Assets and liabilities divested consisted of the following as of December 31, 2019:
DescriptionAmount
Cash$515 
Accounts Receivable - trade, less allowance for doubtful accounts928 
Inventories, net2,060 
Prepaid expenses and other current assets24 
Property and equipment, net6,246 
Amortizable intangible assets13,390 
Goodwill3,397 
Other intangible assets380 
Operating lease right-of-use asset216 
Total assets divested$27,156 
Accounts payable - trade$37 
Accrued compensation and benefits171 
Operating lease liabilities199 
Deferred tax liability1,175 
Other current liabilities13 
Total liabilities divested$1,595 
Net assets sold$25,561 
Allocated purchase price25,000 
Loss on divestiture$(561)
Major classes of line items constituting loss of discontinued operations2019
Net revenue$3,069 
Cost of revenue(286)
Sales and marketing(692)
General and administrative(2,103)
Other income (expense), net(9)
Pretax net loss of discontinued operations$(21)
Income tax expense(464)
Net loss on discontinued operations$(485)
XML 46 R31.htm IDEA: XBRL DOCUMENT v3.20.4
GOODWILL AND INTANGIBLE ASSETS (Tables)
 12 Months Ended
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of goodwill
Changes in the carrying amount of goodwill in 2019 and 2020 were as follows:
Total
Goodwill at January 1, 2019$— 
Vilex Companies acquisition17,170 
Divestiture of Vilex in Tennessee, Inc.(3,397)
Goodwill at January 1, 2020$13,773 
Telos1,874 
Orthex measurement period adjustment(688)
ApiFix acquisition52,070 
Foreign currency translation impact3,482 
Goodwill at December 31, 2020$70,511 
Schedule of the balances of amortizable intangible assets
As of December 31, 2020, the balances of amortizable intangible assets were as follows:
Weighted-Average Amortization Period
Gross Intangible AssetsAccumulated AmortizationNet Intangible Assets
Patents14.7 years$43,363 $(2,650)$40,713 
Intellectual Property10.3 years8,990 (744)8,246 
License agreements2.7 years2,765 (1,440)1,325 
Total amortizable assets$55,118 $(4,834)$50,284 


As of December 31, 2019, the balances of amortizable intangible assets were as follows:
Weighted-Average Amortization PeriodGross Intangible AssetsAccumulated AmortizationNet Intangible Assets
Patents17.4 years$9,287 $(363)$8,924 
Intellectual Property10.7 years4,020 (213)3,807 
License agreements3.4 years2,765 (1,012)1,753 
Total amortizable assets$16,072 $(1,588)14,484 
Schedule of amortization expense of amortizable intangible assets Future amortization expenses are expected as follows:
Year Ending December 31:
2021$3,930 
20223,895 
20233,778 
20243,734 
20253,712 
Thereafter31,235 
$50,284 
XML 47 R32.htm IDEA: XBRL DOCUMENT v3.20.4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)
 12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
There were no assets or liabilities measured at fair value on a recurring basis as of the year ended December 31, 2019. The following table summarize the assets and liabilities measured at fair value on a recurring basis as of December 31, 2020.
12/31/2020Level 1Level 2Level 3
Financial Assets
Cash Equivalents$15,002 15,002 — — 
Short term investments55,141 55,141 
Financial Liabilities
Contingent Consideration$30,710 — — 30,710 
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
The following table summarizes the change in fair value of Level 3 instruments in 2020:
Total
Balance at January 1, 2020$— 
Contingent consideration recorded as a result of the acquisition (Note 3)27,190 
Change in fair value of contingent consideration3,520 
Balance at December 31, 2020$30,710 
Schedule of Business Acquisitions by Acquisition, Contingent Consideration
Presented below is a summary of the present value of the anniversary payments and system sales payment related to the ApiFix acquisition:
April 1, 2020December 31, 2020
Anniversary Payments:
Second Year Payment$10,980 $12,233 
Third Year Payment5,780 6,335 
Fourth Year Payment5,860 6,449 
Total acquisition installment payable22,620 25,017 
Less: current portion of acquisition installment payable10,980 12,233 
Acquisition installment payable, net of current portion11,640 12,784 
System sales payment27,190 30,710 
ApiFix future consideration, net of current portion$38,830 $43,494 
The recurring Level 3 fair value measurements of contingent consideration liabilities associated with commercial sales milestones include the following significant unobservable inputs as of December 31, 2020:
April 1,
2020		December 31,
2020
Valuation techniquesDiscounted cash flow, Monte Carlo
Present value discount rate(1)
23.1 %25.8 %
Volatility factor43.7 %51.8 %
Expected Years4.1 years3.5 years

(1) The present value discount rate includes estimated risk premium
XML 48 R33.htm IDEA: XBRL DOCUMENT v3.20.4
PROPERTY AND EQUIPMENT, NET (Tables)
 12 Months Ended
Dec. 31, 2020
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net
Property and equipment, net consisted of the following:
December 31,
20202019
Land$1,645 $1,645 
Building and building improvements2,591 1,951 
Computer equipment and software2,218 2,070 
Office and other equipment1,060 751 
Instruments29,916 21,963 
Sample inventory2,453 2,213 
Construction in progress4,995 3,734 
44,878 34,327 
Less: accumulated depreciation(17,651)(12,978)
Total property and equipment, net$27,227 $21,349 
XML 49 R34.htm IDEA: XBRL DOCUMENT v3.20.4
ACCRUED COMPENSATION AND BENEFITS (Tables)
 12 Months Ended
Dec. 31, 2020
Compensation Related Costs [Abstract]  
Schedule of Accrued Compensation and Benefits
Accrued compensation and benefits consisted of the following:
December 31,
20202019
Accrued compensation and related costs$1,896 $1,573 
Accrued commissions2,644 2,776 
Total accrued compensation and benefits$4,540 $4,349 
XML 50 R35.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT AND CREDIT ARRANGEMENTS (Tables)
 12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Schedule of long-term debt
Long-term debt consisted of the following:
December 31,
20202019
Note payable to Squadron$— $19,891 
Revolving credit facility with Squadron— 5,000 
Mortgage payable to affiliate1,175 1,300 
Total debt1,175 26,191 
Less: current maturities131 124 
Long-term debt, net of current maturities$1,044 $26,067 
Schedule of aggregate future principal payments
At December 31, 2020, the aggregate future principal payments on our debt arrangements are as follows:
2021$131 
2022137 
2023144 
2024152 
2025160 
Thereafter451 
$1,175 
XML 51 R36.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Schedule of Components of Income Tax Expense (Benefit)
Total income tax expense (benefit) for the years ended December 31, 2020, 2019 and 2018 was allocated as follows:
202020192018
Income from continuing operations$(723)$— $— 
Income from discontinued operations— (660)— 
Total tax expense (benefit)$(723)$(660)$— 
The components of income tax expense (benefit) from continuing operations for the years ended December 31, 2020, 2019 and 2018 are as follows:
202020192018
Deferred:
Federal$— $1,033 $(3,663)
State— 37 564 
Foreign(723)— — 
(Decrease) Increase in valuation allowance— (1,070)3,099 
Total income tax expense (benefit)$(723)$— $— 
Schedule of Income before Income Tax, Domestic and Foreign
For the years ended December 31, 2020, 2019 and 2018 loss from continuing operations before taxes of the Company consists of the following:
202020192018
Domestic$(28,756)$(12,010)$(11,768)
Foreign(4,911)(675)(257)
Total$(33,667)$(12,685)$(12,025)
Schedule of Reconciliation Between the Effective Tax Rate and the Statutory Tax Rate
The reconciliation between the effective tax rate and the statutory tax rate is as follows:
December 31,
202020192018
Federal statutory rate21.0 %21.0 %21.0 %
State statutory rate, net of federal benefit1.8 %(0.7)%0.9 %
Effect of foreign rates different from statutory0.1 %— %0.2 %
Change in state rate(2.5)%(1.3)%(1.2)%
Nondeductible/nontaxable or other items1.1 %.3 %4.9 %
Unborn foreign tax deduction4.0 %— %— %
Change in valuation allowance(23.4)%(19.3)%(25.8)%
Income tax (expense) benefit2.1 %— %— %
Schedule of Deferred Tax Assets and Liabilities
The deferred tax assets and liabilities consisted of the following at December 31, 2020 and 2019:
20202019
Deferred tax assets:
Inventories, net$2,715 $1,759 
Stock based compensation1,938 980 
Loss carryforwards29,050 22,153 
Credit carryforwards176 260 
Interest carryforward1,851 655 
Accrued Settlements1,467 — 
Other382 417 
Total deferred tax assets37,579 26,224 
Valuation allowance(33,160)(25,392)
Net deferred tax assets4,419 832 
Deferred tax liabilities:
Intangibles(9,120)(113)
Property, plant and equipment(1,054)(719)
       Total deferred tax liabilities(10,174)(832)
Deferred tax assets (liabilities), net$(5,755)$— 
XML 52 R37.htm IDEA: XBRL DOCUMENT v3.20.4
STOCKHOLDERS' EQUITY (Tables)
 12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
Schedule of Stock Option Activity
Our stock option activity and related information are summarized as follows:
OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Terms (in Years)
Outstanding at January 1, 2018176,959 $29.42 2.0
Forfeited or expired(50,652)$27.61 
Exercised(14,213)$29.85 
Outstanding at December 31, 2018112,094 $30.32 1.8
Forfeited or expired(2,546)$27.61 
Exercised(38,920)$29.3 
Outstanding at December 31, 201970,628 $30.97 1.2
Forfeited or expired(4,556)$30.97 
Exercised(53,270)$30.97 
Outstanding at December 31, 202012,802 $30.97 1.6
Schedule of Restricted Stock Activity
Our restricted stock activity and related information are summarized as follows:
Restricted StockWeighted-Average Remaining Contractual Terms (in Years)
Outstanding at January 1, 2018548,005 0.3
Granted178,543 
Forfeited(1,335)
Outstanding at Vested(547,920)
Outstanding at December 31, 2018177,293 2.2
Granted154,769 
Forfeited(9,616)
Outstanding at Vested(4,444)
Outstanding at December 31, 2019318,002 1.7
Granted164,010 
Forfeited(1,885)
Vested(43,397)
Outstanding at December 31, 2020436,730 1.1
Restricted stock exercisable at December 31, 2020— 
Summary of Warrant Activity
Our warrant activity and related information are summarized below:
WarrantsWeighted-Average Exercise Price
Outstanding at January 1, 201844,101 $27.03 
Forfeited or expired(37,311)$26.89 
Outstanding at December 31, 20186,790 $27.81 
Forfeited or expired(6,386)$27.61 
Outstanding at December 31, 2019404 $30.97 
Forfeited or expired(404)$30.97 
Outstanding at December 31, 2020— 
XML 53 R38.htm IDEA: XBRL DOCUMENT v3.20.4
NET LOSS PER SHARE (Tables)
 12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
Reconciliation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders
The following is a reconciliation of basic and diluted net loss per share attributable to common stockholders:
Year Ended December 31,
202020192018
Net loss from continuing operations$(32,944)$(12,685)$(12,025)
Net loss from discontinued operations— (1,046)— 
Net loss attributable to common stockholders - basic and diluted$(32,944)$(13,731)$(12,025)
Weighted average number of shares - basic and diluted18,056,828 14,624,194 12,567,387 
Net loss from continuing operations per share attributable to common stockholders - basic and diluted
$(1.82)$(0.87)$(0.96)
Net loss from discontinued operations per share attributable to common stockholders - basic and diluted— (0.07)— 
Net loss per share attributable to common stockholders - basic and diluted$(1.82)$(0.94)$(0.96)
Schedule of Antidilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share The following contingently issuable and convertible equity shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for all periods presented:
Year Ended December 31,
202020192018
Restricted stock436,730 318,002 177,293 
Stock options12,802 70,628 112,094 
Warrants— 404 6,790 
449,532 389,034 296,177 
XML 54 R39.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS SEGMENT (Tables)
 12 Months Ended
Dec. 31, 2020
Segment Reporting [Abstract]  
Schedule of Product Sales by Geographic Location
Disaggregated revenue - product sales by source were as follows:
Year Ended December 31,
Product sales by geographic location:202020192018
U.S.$62,966 $55,055 $43,461 
International8,112 17,497 14,098 
Total$71,078 $72,552 $57,559 
Schedule of Product Sales by Category
Year Ended December 31,
Product sales by category:202020192018
Trauma and deformity$47,677 $49,371 $39,695 
Scoliosis20,738 21,485 16,662 
Sports medicine/other2,663 1,696 1,202 
Total$71,078 $72,552 $57,559 
XML 55 R40.htm IDEA: XBRL DOCUMENT v3.20.4
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)
 12 Months Ended
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Quarterly Financial Information
The quarterly financial data presented should be read in conjunction with the consolidated financial statements and related notes.
Three Months Ended
Mar. 31, 2020Jun. 30, 2020Sep. 30, 2020Dec. 31, 2020
Net revenue$16,356 $13,593 $22,205 $18,924 
Gross profit12,213 10,061 17,639 15,118 
Operating loss(4,497)(7,017)(2,498)(12,743)
Loss before income tax benefit(4,945)(9,447)(4,539)(14,736)
Provision for income taxes (benefit)— — — (723)
Net loss (4,945)(9,447)(4,539)(14,013)
Net loss attributable to common stockholders(4,945)(9,447)(4,539)(14,013)
Net loss per share attributable to common stockholders - basic and diluted$(0.30)$(0.54)$(0.24)$(0.73)
Three Months Ended
Mar. 31, 2019Jun. 30, 2019Sep. 30, 2019Dec. 31, 2019
Net revenue$14,656 $18,200 $20,744 $18,952 
Gross profit10,655 13,619 15,895 14,450 
Operating loss(2,717)(1,790)(1,539)(3,031)
Net loss from continuing operations(3,020)(2,459)(2,877)(4,329)
Gain (Loss) from discontinued operations— 159 (213)(1,100)
Net loss(3,020)(2,618)(2,664)(5,429)
Net loss attributable to common stockholders(3,020)(2,618)(2,664)(5,429)
Net loss from continuing operations per share attributable to common stockholders - basic and diluted$(0.21)$(0.17)$(0.19)$(0.29)
Net loss from discontinued operations per share attributable to common stockholders - basic and diluted$— $0.01 $(0.01)$(0.07)
Net loss per share attributable to common stockholders - basic and diluted$(0.21)$(0.16)$(0.20)$(0.36)
XML 56 R41.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS (Details)
 12 Months Ended
Jun. 10, 2020
USD ($)
Apr. 01, 2020
USD ($)
clinicalProcedure
$ / shares
shares
Mar. 09, 2020
USD ($)
$ / shares
shares
Jun. 04, 2019
USD ($)
$ / shares
shares
Dec. 31, 2020
USD ($)
$ / shares
Dec. 31, 2019
USD ($)
$ / shares
Business Acquisition [Line Items]            
Common stock, par value (in dollars per share) | $ / shares         $ 0.00025 $ 0.00025
Disposed of by sale            
Business Acquisition [Line Items]            
Divestiture purchase price           $ 25,000,000
Vilex and Orthex            
Business Acquisition [Line Items]            
Total consideration       $ 60,000,000    
Cash consideration       $ 50,000,000    
Consideration for acquisition (in shares) | shares       245,352    
Common stock, par value (in dollars per share) | $ / shares       $ 0.00025    
Common stock (in dollars per share) | $ / shares       $ 40.76    
Telos            
Business Acquisition [Line Items]            
Total consideration     $ 3,300,000      
Cash consideration     $ 1,750,000      
Consideration for acquisition (in shares) | shares     36,628      
Common stock, par value (in dollars per share) | $ / shares     $ 0.00025      
Common stock (in dollars per share) | $ / shares     $ 42.81      
ApiFix            
Business Acquisition [Line Items]            
Total consideration         $ 108,984,000  
Cash consideration   $ 2,000,000     $ 2,000,000  
Consideration for acquisition (in shares) | shares   934,783        
Common stock, par value (in dollars per share) | $ / shares   $ 0.00025        
Common stock approximate value   $ 35,000,000        
Common stock (in dollars per share) | $ / shares   $ 37.63        
Number of clinical procedures | clinicalProcedure   150        
Revenue multiplier   2.25        
ApiFix | Second Anniversary            
Business Acquisition [Line Items]            
Anniversary payments   $ 13,000,000        
ApiFix | Third Anniversary            
Business Acquisition [Line Items]            
Anniversary payments   8,000,000        
ApiFix | Fourth Anniversary            
Business Acquisition [Line Items]            
Anniversary payments   $ 9,000,000        
Band-Lok            
Business Acquisition [Line Items]            
Total consideration $ 3,400,000          
XML 57 R42.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details) - USD ($)
 12 Months Ended
Jul. 15, 2020
Jun. 22, 2020
Dec. 13, 2019
Dec. 11, 2018
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Aug. 04, 2020
Aug. 03, 2020
Dec. 31, 2017
Class of Stock [Line Items]                    
Accumulated deficit         $ 161,766,000 $ 128,822,000        
Payments on mortgage notes         125,000 118,000 $ 113,000      
Mortgage balance         1,175,000 26,191,000        
Follow-on Offering                    
Class of Stock [Line Items]                    
Public offering price (in dollars per share)   $ 47.00                
Aggregate gross proceeds   $ 75,200,000                
Net proceeds on sale of stock   70,207,000                
Discounts and commissions   4,512,000                
Offering costs   $ 481,000                
Common stock issued and sold (in shares)   1,600,000                
Common Stock | Second Public Offering                    
Class of Stock [Line Items]                    
Issued and sold shares     1,755,000 1,725,000            
Public offering price (in dollars per share)     $ 36.50 $ 27.00            
Aggregate gross proceeds     $ 64,076,000 $ 46,575,000            
Net proceeds on sale of stock     59,996,000 43,423,000            
Discounts and commissions     3,845,000 2,800,000            
Offering costs     $ 235,000 $ 352,000            
Note payable to Squadron                    
Class of Stock [Line Items]                    
Mortgage balance         0 19,891,000       $ 20,000,000
Revolving credit facility with Squadron | Revolving Credit Facility                    
Class of Stock [Line Items]                    
Mortgage balance         $ 0 $ 5,000,000        
Term Note A | Note payable to Squadron                    
Class of Stock [Line Items]                    
Payments on mortgage notes $ 20,000,000                  
First Amended Loan Agreement | Squadron                    
Class of Stock [Line Items]                    
Term loan credit facility               $ 25,000,000 $ 15,000,000  
XML 58 R43.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Transactions (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2020
Dec. 31, 2020
Accounting Policies [Abstract]    
Revenue reduction to due repurchase of inventory $ 2,730 $ 2,730
XML 59 R44.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - Sales Revenue, Net - Customer Concentration Risk
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Customer One      
Concentration Risk [Line Items]      
Concentration risk percentage 14.20% 12.30% 12.10%
Customer Two      
Concentration Risk [Line Items]      
Concentration risk percentage 13.80% 12.20% 11.20%
XML 60 R45.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details)
€ in Thousands, $ in Thousands
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2019
EUR (€)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Restricted cash $ 1,374 $ 1,250 € 100
Vilex      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Restricted cash $ 1,250 $ 1,250  
XML 61 R46.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Balance at beginning of year $ 506 $ 134 $ 143
Additions charged to expense 274 424 3
Write-offs 347 52 12
Balance at end of year $ 433 $ 506 $ 134
XML 62 R47.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Inventories, net (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Accounting Policies [Abstract]      
Charges for obsolete inventory $ 1,269 $ 604 $ 504
XML 63 R48.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Costs Related to Offerings (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2018
Jun. 22, 2020
Dec. 13, 2019
Dec. 11, 2018
Oct. 12, 2017
Restricted stock | General and Administrative Expense          
Class of Stock [Line Items]          
Non-cash expense related to accelerated vesting of restricted stock $ 1,986        
IPO          
Class of Stock [Line Items]          
Initial public offering costs, capitalized   $ 481 $ 235 $ 352 $ 1,840
XML 64 R49.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, net (Details) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Property, Plant and Equipment [Line Items]      
Impairment of finite-lived intangible assets $ 0 $ 0 $ 0
Impairment of indefinitely-lived tradename assets $ 0 $ 0 $ 0
Minimum      
Property, Plant and Equipment [Line Items]      
Intangible asset, useful life (in years) 3 years    
Maximum      
Property, Plant and Equipment [Line Items]      
Intangible asset, useful life (in years) 20 years    
Building and building improvements | Minimum      
Property, Plant and Equipment [Line Items]      
Depreciable lives (in years) 25 years    
Building and building improvements | Maximum      
Property, Plant and Equipment [Line Items]      
Depreciable lives (in years) 30 years    
Furniture and fixtures | Minimum      
Property, Plant and Equipment [Line Items]      
Depreciable lives (in years) 5 years    
Furniture and fixtures | Maximum      
Property, Plant and Equipment [Line Items]      
Depreciable lives (in years) 7 years    
Computer equipment | Minimum      
Property, Plant and Equipment [Line Items]      
Depreciable lives (in years) 3 years    
Computer equipment | Maximum      
Property, Plant and Equipment [Line Items]      
Depreciable lives (in years) 5 years    
Business software      
Property, Plant and Equipment [Line Items]      
Depreciable lives (in years) 3 years    
Office and other equipment | Minimum      
Property, Plant and Equipment [Line Items]      
Depreciable lives (in years) 5 years    
Office and other equipment | Maximum      
Property, Plant and Equipment [Line Items]      
Depreciable lives (in years) 7 years    
Instruments      
Property, Plant and Equipment [Line Items]      
Depreciable lives (in years) 5 years    
Sample inventory      
Property, Plant and Equipment [Line Items]      
Depreciable lives (in years) 2 years    
XML 65 R50.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangible Assets (Details)
 12 Months Ended
Dec. 31, 2020
reportingUnit
Accounting Policies [Abstract]  
Number of reporting units 1
XML 66 R51.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Acquisition Payable and Contingent Consideration (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Business Acquisition [Line Items]      
Interest expense $ 3,412 $ 3,538 $ 2,255
Contingent consideration liability      
Business Acquisition [Line Items]      
Interest expense 2,397    
Fair value adjustment of contingent consideration $ 3,520    
XML 67 R52.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Shipping and Handling Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Cost of revenue $ 16,047 $ 17,933 $ 14,879
Shipping and Handling, Billed      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Cost of revenue 635 599 513
Shipping and Handling, Not Billed      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Cost of revenue $ 2,261 $ 2,788 $ 2,148
XML 68 R53.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Accounting Policies [Abstract]      
Advertising costs $ 1,231 $ 1,422 $ 978
XML 69 R54.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation (Details) - shares
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Options, granted (in shares) 0 0 0
Stock options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period (in years) 3 years    
Options, granted (in shares) 0 0 0
Restricted stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period (in years) 3 years    
Restricted stock | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period (in years) 6 years    
2007 Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares available for award (in shares) 1,585,000    
2007 Plan | Restricted stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period (in years) 6 months    
2017 Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares available for award (in shares) 1,789,647    
XML 70 R55.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Foundation for Advancing Pediatric Orthopedics (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Accounting Policies [Abstract]      
Contributions to charity fund $ 325 $ 500 $ 200
XML 71 R56.htm IDEA: XBRL DOCUMENT v3.20.4
SIGNIFICANT ACCOUNTING POLICIES - Litigation and Contingencies (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Accounting Policies [Abstract]    
Accrued legal settlements $ 6,342 $ 0
XML 72 R57.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS COMBINATION - ApiFix (Details)
 9 Months Ended 12 Months Ended
Apr. 01, 2020
USD ($)
clinicalProcedure
$ / shares
shares
Dec. 31, 2020
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Dec. 31, 2019
USD ($)
$ / shares
Dec. 31, 2018
USD ($)
Business Acquisition [Line Items]          
Common stock, par value (in dollars per share) | $ / shares   $ 0.00025 $ 0.00025 $ 0.00025  
Liabilities          
Goodwill   $ 70,511,000 $ 70,511,000 $ 13,773,000 $ 0
Interest expense     3,412,000 $ 3,538,000 $ 2,255,000
Contingent consideration liability          
Liabilities          
Fair value adjustment of contingent consideration     3,520,000    
Interest expense     2,397,000    
ApiFix          
Business Acquisition [Line Items]          
Cash consideration $ 2,000,000   2,000,000    
Cash acquired $ 344,000        
Consideration for acquisition (in shares) | shares 934,783        
Common stock, par value (in dollars per share) | $ / shares $ 0.00025        
Issuance of common stock $ 35,176,000 35,176,000 35,176,000    
Common stock (in dollars per share) | $ / shares $ 37.63        
Anniversary payments $ 30,000,000 30,000,000 30,000,000    
System sales payment 41,741,000 41,741,000 $ 41,741,000    
Preliminary fair value of estimated total acquisition consideration 87,379,000        
Acquisition related costs 311,000        
Assets          
Cash 344,000        
Accounts receivable-trade 245,000        
Inventories 685,000        
Prepaid expenses and other current assets 77,000        
Property and equipment 153,000        
Amortizable intangible assets 32,150,000        
Other intangible assets 8,640,000        
Operating lease right-of-use asset 104,000        
Total assets 42,398,000        
Liabilities          
Accounts payable and accrued liabilities 226,000        
Operating lease liabilities 106,000        
Other current liabilities 270,000        
Deferred income taxes 6,487,000        
Total liabilities 7,089,000        
Less: total net assets 35,309,000        
Goodwill 52,070,000        
Fair value of identifiable intangible assets $ 40,790,000        
Measurement period adjustment, increase in intangibles   7,930,000      
Measurement period adjustment, deferred tax liability   6,487,000      
Measurement period adjustment, decrease in goodwill   $ 1,443,000      
Number of clinical procedures | clinicalProcedure 150        
Revenue multiplier 2.25        
ApiFix | Second Anniversary          
Liabilities          
Anniversary payments $ 13,000,000        
ApiFix | Third Anniversary          
Liabilities          
Anniversary payments 8,000,000        
ApiFix | Fourth Anniversary          
Liabilities          
Anniversary payments 9,000,000        
ApiFix | Patents          
Liabilities          
Finite-lived intangible assets acquired $ 31,720,000        
Remaining economic useful life (in years) 15 years        
ApiFix | Customer Relationships          
Liabilities          
Finite-lived intangible assets acquired $ 230,000        
Remaining economic useful life (in years) 10 years        
ApiFix | Non-competition Agreements          
Liabilities          
Finite-lived intangible assets acquired $ 200,000        
Remaining economic useful life (in years) 4 years        
XML 73 R58.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS COMBINATION - ApiFix Consideration (Details) - ApiFix - USD ($)
$ in Thousands
 12 Months Ended
Apr. 01, 2020
Dec. 31, 2020
Business Acquisition [Line Items]    
Cash consideration $ 2,000 $ 2,000
Payment of ApiFix transaction related costs   67
Issuance of common stock 35,176 35,176
Business Combination, Contingent Consideration, Anniversary Payments, Present Value   22,620
Anniversary Payments 30,000 30,000
Business Combination, Contingent Consideration, System Sales Payment, Present Value   27,190
System sales payment $ 41,741 41,741
Business Combination, Contingent Consideration, Present Value   87,053
Total consideration transferred   $ 108,984
XML 74 R59.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS COMBINATION - Summary of the Present Value of Payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Apr. 01, 2020
Dec. 31, 2019
Business Acquisition [Line Items]      
Current portion of acquisition installment payable $ 12,233   $ 0
Acquisition installment payable, net of current portion 12,784   0
ApiFix future consideration, net of current portion 30,710   $ 0
ApiFix      
Business Acquisition [Line Items]      
Anniversary payments 25,017 $ 22,620  
Current portion of acquisition installment payable 12,233 10,980  
Acquisition installment payable, net of current portion 12,784 11,640  
System sales payment 30,710 27,190  
ApiFix future consideration, net of current portion 43,494 38,830  
ApiFix | Second Anniversary      
Business Acquisition [Line Items]      
Anniversary payments 12,233 10,980  
ApiFix | Third Anniversary      
Business Acquisition [Line Items]      
Anniversary payments 6,335 5,780  
ApiFix | Fourth Anniversary      
Business Acquisition [Line Items]      
Anniversary payments $ 6,449 $ 5,860  
XML 75 R60.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS COMBINATION - Telos (Details) - USD ($)
$ / shares in Units, $ in Thousands
Mar. 09, 2020
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Business Acquisition [Line Items]        
Common stock, par value (in dollars per share)   $ 0.00025 $ 0.00025  
Liabilities        
Goodwill   $ 70,511 $ 13,773 $ 0
Telos        
Business Acquisition [Line Items]        
Cash consideration $ 1,750      
Cash acquired $ 81      
Consideration for acquisition (in shares) 36,628      
Common stock, par value (in dollars per share) $ 0.00025      
Common stock (in dollars per share) $ 42.81      
Acquisition related costs $ 25      
Preliminary fair value of estimated total acquisition consideration 3,318      
Assets        
Cash 81      
Accounts receivable-trade 215      
Prepaid expenses and other current assets 38      
Property and equipment 10      
Amortizable intangible assets 950      
Other intangible assets 210      
Total assets 1,504      
Liabilities        
Accounts payable and accrued liabilities 60      
Total liabilities 60      
Less: total net assets 1,444      
Goodwill 1,874      
Fair value of identifiable intangible assets 1,160      
Telos | Customer Relationships        
Liabilities        
Finite-lived intangible assets acquired $ 910      
Remaining economic useful life (in years) 10 years      
Telos | Non-competition Agreements        
Liabilities        
Finite-lived intangible assets acquired $ 40      
Remaining economic useful life (in years) 5 years      
Telos | Trademarks and Trade Names        
Liabilities        
Indefinite-lived intangible assets acquired $ 210      
XML 76 R61.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS COMBINATION - Vilex and Orthex (Details) - USD ($)
$ / shares in Units, $ in Thousands
 7 Months Ended 12 Months Ended
Jun. 04, 2019
Dec. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Business Acquisition [Line Items]          
Common stock, par value (in dollars per share)   $ 0.00025 $ 0.00025 $ 0.00025  
Trading period (in days) 30 days        
Escrow deposit period (in months)     20 months    
Liabilities          
Goodwill   $ 13,773 $ 70,511 $ 13,773 $ 0
Disposed of by sale          
Liabilities          
Divestiture purchase price   25,000   25,000  
Divestiture purchase price, attributable to deferred revenue   12,410   12,410  
Allocated purchase price   12,590   12,590  
Vilex and Orthex          
Business Acquisition [Line Items]          
Cash consideration $ 50,000        
Consideration for acquisition (in shares) 245,352        
Common stock, par value (in dollars per share) $ 0.00025        
Common stock (in dollars per share) $ 40.76        
Escrow deposit $ 3,000        
Acquisition related costs 737        
Preliminary fair value of estimated total acquisition consideration 60,184        
Assets          
Cash 348        
Accounts receivable-trade 2,088        
Inventories 3,652        
Prepaid expenses and other current assets 12        
Property and equipment 7,540        
Amortizable intangible assets 31,180        
Operating lease right-of-use asset 323        
Total assets 45,143        
Liabilities          
Accounts payable and accrued liabilities 563        
Operating lease liabilities 323        
Deferred tax liability 1,175        
Other long-term liabilities 68        
Total liabilities 2,129        
Less: total net assets 43,014        
Goodwill 17,170        
Measurement period adjustment, accounts receivable - trade   239      
Measurement period adjustment, inventory   253      
Measurement period adjustment, working capital   92      
Measurement period adjustment, deferred tax liability   1,400      
Measurement period adjustment, increase in intangibles   510      
Measurement period adjustment   $ 586      
Fair value of identifiable intangible assets 31,180        
Pro forma net revenue       74,488 62,607
Pro forma net loss       $ (12,601) $ (13,439)
Vilex and Orthex | Patents          
Liabilities          
Finite-lived intangible assets acquired $ 22,390        
Remaining economic useful life (in years) 15 years        
Vilex and Orthex | Internally Developed Software          
Liabilities          
Finite-lived intangible assets acquired $ 1,550        
Remaining economic useful life (in years) 10 years        
Vilex and Orthex | Customer Relationships          
Liabilities          
Finite-lived intangible assets acquired $ 2,570        
Remaining economic useful life (in years) 12 years        
Vilex and Orthex | Non-competition Agreements          
Liabilities          
Finite-lived intangible assets acquired $ 60        
Remaining economic useful life (in years) 5 years        
Vilex and Orthex | Trademarks and Trade Names          
Liabilities          
Indefinite-lived intangible assets acquired $ 4,610        
XML 77 R62.htm IDEA: XBRL DOCUMENT v3.20.4
DISCONTINUED OPERATIONS (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]      
Net loss from discontinued operations, net of tax $ 0 $ 1,046 $ 0
Disposed of by sale      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Divestiture purchase price   25,000  
Disposal Group, Including Discontinued Operation, Assets [Abstract]      
Cash   515  
Accounts Receivable - trade, less allowance for doubtful accounts   928  
Inventories, net   2,060  
Prepaid expenses and other current assets   24  
Property and equipment, net   6,246  
Amortizable intangible assets   13,390  
Goodwill   3,397  
Other intangible assets   380  
Operating lease right-of-use asset   216  
Total assets divested   27,156  
Disposal Group, Including Discontinued Operation, Liabilities [Abstract]      
Accounts payable - trade   37  
Accrued compensation and benefits   171  
Operating lease liabilities   199  
Deferred tax liability   1,175  
Other current liabilities   13  
Total liabilities divested   1,595  
Net assets sold   25,561  
Loss on divestiture   (561)  
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]      
Net revenue   3,069  
Cost of revenue   (286)  
Sales and marketing   (692)  
General and administrative   (2,103)  
Other income (expense), net   (9)  
Pretax net loss of discontinued operations   (21)  
Income tax expense   (464)  
Net loss on discontinued operations   (485)  
Net loss from discontinued operations, net of tax   $ 1,046  
XML 78 R63.htm IDEA: XBRL DOCUMENT v3.20.4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Dec. 31, 2020
Dec. 31, 2020
Dec. 31, 2019
Goodwill [Roll Forward]      
Goodwill, beginning balance   $ 13,773 $ 0
Acquisition     17,170
Divestiture of Vilex in Tennessee, Inc.     (3,397)
Foreign currency translation impact   3,482  
Goodwill, ending balance $ 70,511 70,511 $ 13,773
Telos      
Goodwill [Roll Forward]      
Acquisition   1,874  
Orthex      
Goodwill [Roll Forward]      
Measurement period adjustment   (688)  
ApiFix      
Goodwill [Roll Forward]      
Acquisition   $ 52,070  
Measurement period adjustment $ (1,443)    
XML 79 R64.htm IDEA: XBRL DOCUMENT v3.20.4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]    
Gross Intangible Assets $ 55,118 $ 16,072
Accumulated Amortization (4,834) (1,588)
Net Intangible Assets $ 50,284 $ 14,484
Patents    
Finite-Lived Intangible Assets [Line Items]    
Weighted-Average Amortization Period (in years) 14 years 8 months 12 days 17 years 4 months 24 days
Gross Intangible Assets $ 43,363 $ 9,287
Accumulated Amortization (2,650) (363)
Net Intangible Assets $ 40,713 $ 8,924
Intellectual Property    
Finite-Lived Intangible Assets [Line Items]    
Weighted-Average Amortization Period (in years) 10 years 3 months 18 days 10 years 8 months 12 days
Gross Intangible Assets $ 8,990 $ 4,020
Accumulated Amortization (744) (213)
Net Intangible Assets $ 8,246 $ 3,807
License agreements    
Finite-Lived Intangible Assets [Line Items]    
Weighted-Average Amortization Period (in years) 2 years 8 months 12 days 3 years 4 months 24 days
Gross Intangible Assets $ 2,765 $ 2,765
Accumulated Amortization (1,440) (1,012)
Net Intangible Assets $ 1,325 $ 1,753
XML 80 R65.htm IDEA: XBRL DOCUMENT v3.20.4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details)
 12 Months Ended
Jun. 10, 2020
USD ($)
Apr. 01, 2020
USD ($)
Mar. 09, 2020
USD ($)
Jun. 04, 2019
USD ($)
Dec. 31, 2020
USD ($)
reportingUnit
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Indefinite-lived Intangible Assets [Line Items]              
Number of reporting units | reportingUnit         1    
Amortization of expense         $ 3,246,000 $ 887,000 $ 378,000
Non-amortizing intangible assets         13,961,000 4,490,000  
Impairment of indefinitely-lived assets         0 0 $ 0
Intellectual Property              
Indefinite-lived Intangible Assets [Line Items]              
Finite-lived intangible assets acquired $ 3,394,000            
Trademarks              
Indefinite-lived Intangible Assets [Line Items]              
Non-amortizing intangible assets         $ 13,961,000 $ 4,490,000  
Trademarks | Orthex              
Indefinite-lived Intangible Assets [Line Items]              
Indefinite-lived intangible assets acquired       $ 4,230,000      
Trademarks | Telos              
Indefinite-lived Intangible Assets [Line Items]              
Indefinite-lived intangible assets acquired     $ 210,000        
Trademarks | ApiFix              
Indefinite-lived Intangible Assets [Line Items]              
Indefinite-lived intangible assets acquired   $ 8,640,000          
XML 81 R66.htm IDEA: XBRL DOCUMENT v3.20.4
GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Year Ending December 31:    
2021 $ 3,930  
2022 3,895  
2023 3,778  
2024 3,734  
2025 3,712  
Thereafter 31,235  
Net Intangible Assets $ 50,284 $ 14,484
XML 82 R67.htm IDEA: XBRL DOCUMENT v3.20.4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Assets and Liabilities Measured at Fair Value (Details) - Fair Value, Recurring - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets or liabilities measured at fair value   $ 0
Cash Equivalents $ 15,002,000  
Short term investments 55,141,000  
Contingent Consideration 30,710,000  
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash Equivalents 15,002,000  
Short term investments 55,141,000  
Contingent Consideration 0  
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash Equivalents 0  
Short term investments  
Contingent Consideration 0  
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash Equivalents 0  
Short term investments  
Contingent Consideration $ 30,710,000  
XML 83 R68.htm IDEA: XBRL DOCUMENT v3.20.4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Change in Fair Value of Level 3 Instruments (Details) - Contingent consideration liability
$ in Thousands
 12 Months Ended
Dec. 31, 2020
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Fair value adjustment of contingent consideration $ 3,520
Level 3  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Fair value adjustment of contingent consideration 3,520
Fair Value, Recurring | Level 3  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Contingent consideration, beginning balance 0
Contingent consideration recorded as a result of the acquisition (Note 3) 27,190
Contingent consideration, ending balance $ 30,710
XML 84 R69.htm IDEA: XBRL DOCUMENT v3.20.4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value Measurements of Contingent Consideration (Details) - Fair Value, Recurring - Level 3 - Discounted cash flow, Monte Carlo
Dec. 31, 2020
Apr. 01, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Expected Years 3 years 6 months 4 years 1 month 6 days
Present value discount rate    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration, measurement input 0.258% 0.231%
Volatility factor    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration, measurement input 0.518% 0.437%
XML 85 R70.htm IDEA: XBRL DOCUMENT v3.20.4
PROPERTY AND EQUIPMENT, NET (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Property, Plant and Equipment [Line Items]      
Property and equipment, gross $ 44,878 $ 34,327  
Less: accumulated depreciation (17,651) (12,978)  
Total property and equipment, net 27,227 21,349  
Depreciation expense 4,660 3,749 $ 2,514
Land      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 1,645 1,645  
Building and building improvements      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 2,591 1,951  
Computer equipment and software      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 2,218 2,070  
Office and other equipment      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 1,060 751  
Instruments      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 29,916 21,963  
Sample inventory      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross 2,453 2,213  
Construction in progress      
Property, Plant and Equipment [Line Items]      
Property and equipment, gross $ 4,995 $ 3,734  
XML 86 R71.htm IDEA: XBRL DOCUMENT v3.20.4
ACCRUED COMPENSATION AND BENEFITS (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Compensation Related Costs [Abstract]    
Accrued compensation and related costs $ 1,896 $ 1,573
Accrued commissions 2,644 2,776
Total accrued compensation and benefits $ 4,540 $ 4,349
XML 87 R72.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT AND CREDIT ARRANGEMENTS - Schedule of Long-term Debt (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2017
Debt Instrument [Line Items]      
Total debt $ 1,175,000 $ 26,191,000  
Less: current maturities 131,000 124,000  
Long-term debt, net of current maturities 1,044,000 26,067,000  
Note payable to Squadron      
Debt Instrument [Line Items]      
Total debt 0 19,891,000 $ 20,000,000
Revolving credit facility with Squadron | Revolving Credit Facility      
Debt Instrument [Line Items]      
Total debt 0 5,000,000  
Mortgage payable to affiliate      
Debt Instrument [Line Items]      
Total debt 1,175,000 1,300,000  
Less: current maturities $ 131,000 $ 124,000  
XML 88 R73.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT AND CREDIT ARRANGEMENTS - Narrative (Details) - USD ($)
 12 Months Ended
Aug. 04, 2020
Jul. 15, 2020
Jan. 04, 2020
Dec. 31, 2019
Dec. 31, 2017
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Aug. 03, 2020
Jun. 04, 2019
Debt Instrument [Line Items]                    
Mortgage balance       $ 26,191,000   $ 1,175,000 $ 26,191,000      
Payment of revolving credit facility with affiliate           25,000,000 0 $ 0    
Payments on mortgage notes           125,000 118,000 113,000    
Current principal due       124,000   131,000 124,000      
Interest expense           3,412,000 3,538,000 2,255,000    
Squadron                    
Debt Instrument [Line Items]                    
Unused commitment fee percentage 0.50%                  
Commitment fee           52,000        
Note payable to Squadron                    
Debt Instrument [Line Items]                    
Mortgage balance       19,891,000 $ 20,000,000 0 19,891,000      
Interest expense           1,233,000 4,229,000 $ 2,255,000    
Mortgage payable to affiliate                    
Debt Instrument [Line Items]                    
Mortgage balance       1,300,000   $ 1,175,000 1,300,000      
Interest rate           5.00%        
Monthly interest and principal installments           $ 16,000        
Current principal due       $ 124,000   $ 131,000 $ 124,000      
Revolving Credit Facility                    
Debt Instrument [Line Items]                    
Revolving credit facility         $ 15,000,000          
Debt instrument, interest rate, effective percentage         10.00%          
Three month LIBOR | Revolving Credit Facility                    
Debt Instrument [Line Items]                    
Debt instrument, basis spread on variable rate         8.61%          
Loan Agreement | Revolving credit facility with Squadron                    
Debt Instrument [Line Items]                    
Term loan credit facility                   $ 30,000,000
Loan Agreement | Revolving Credit Facility | Revolving credit facility with Squadron                    
Debt Instrument [Line Items]                    
Debt instrument, interest rate, effective percentage       10.00%     10.00%      
Loan Agreement | Three month LIBOR | Revolving Credit Facility | Revolving credit facility with Squadron                    
Debt Instrument [Line Items]                    
Debt instrument, basis spread on variable rate             8.61%      
Term Note B | Squadron | Affiliated Entity                    
Debt Instrument [Line Items]                    
Payment of revolving credit facility with affiliate       $ 25,000,000            
Revolving Loan | Squadron | Affiliated Entity                    
Debt Instrument [Line Items]                    
Payment of revolving credit facility with affiliate     $ 5,000,000              
Revolving Loan | Revolving credit facility with Squadron | Squadron | Affiliated Entity                    
Debt Instrument [Line Items]                    
Payment of revolving credit facility with affiliate       $ 5,000,000            
Term Note A | Note payable to Squadron                    
Debt Instrument [Line Items]                    
Payments on mortgage notes   $ 20,000,000                
First Amended Loan Agreement | Squadron                    
Debt Instrument [Line Items]                    
Term loan credit facility $ 25,000,000               $ 15,000,000  
Second Amended Loan Agreement | Squadron                    
Debt Instrument [Line Items]                    
Interest rate 10.00%                  
Second Amended Loan Agreement | Three month LIBOR | Squadron                    
Debt Instrument [Line Items]                    
Debt instrument, basis spread on variable rate 8.61%                  
XML 89 R74.htm IDEA: XBRL DOCUMENT v3.20.4
DEBT AND CREDIT ARRANGEMENTS - Future Principal Payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Maturities of Long-term Debt [Abstract]    
2021 $ 131  
2022 137  
2023 144  
2024 152  
2025 160  
Thereafter 451  
Total debt $ 1,175 $ 26,191
XML 90 R75.htm IDEA: XBRL DOCUMENT v3.20.4
STRATEGIC ARRANGEMENTS (Details) - USD ($)
 12 Months Ended
Aug. 02, 2017
Dec. 01, 2007
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Research and Development Arrangement, Contract to Perform for Others [Line Items]          
Minimum annual royalty payment     $ 10,000    
Cost of revenue     16,047,000 $ 17,933,000 $ 14,879,000
Royalty Agreement Terms | CASE          
Research and Development Arrangement, Contract to Perform for Others [Line Items]          
Royalty agreement period (in years) 10 years 10 years      
Minimum annual royalty payment     $ 10,000    
Royalty agreement percentage     3.00%    
Milestone payments for FDA approval to sell our products within the United States     $ 5,000    
Milestone payment for general product launch     10,000    
Royalty payable     35,000 39,000  
Royalty | Royalty Agreement Terms | CASE          
Research and Development Arrangement, Contract to Perform for Others [Line Items]          
Cost of revenue     $ 125,000 $ 153,000 $ 145,000
XML 91 R76.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2020
Dec. 11, 2018
May 30, 2014
Operating Loss Carryforwards [Line Items]          
Tax Cuts And Jobs Act Of 2017, change in tax rate, income tax expense (benefit)   $ 11,095,000      
Tax credit carryforward $ 176,000        
Estimated limitation on losses generated prior to ownership change date         $ 16,200,000
Estimated annual limitation of losses       $ 9,736,000 $ 1,062,000
Increase of estimated annual limitation of first five years       $ 22,430,000  
Reserve for uncertain income tax positions     $ 0    
Cash held by foreign operations     $ 5,398,000    
Vilex          
Operating Loss Carryforwards [Line Items]          
Release of valuation allowance 1,124,000        
Federal          
Operating Loss Carryforwards [Line Items]          
Loss carryforwards 98,918,000        
State          
Operating Loss Carryforwards [Line Items]          
Loss carryforwards 68,901,000        
Foreign          
Operating Loss Carryforwards [Line Items]          
Loss carryforwards $ 16,905,000        
XML 92 R77.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES - Income taxes from continuing and discontinued operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Tax Disclosure [Abstract]      
Provision for income taxes (benefit) $ (723) $ 0 $ 0
Income from discontinued operations 0 (660) 0
Total tax expense (benefit) $ (723) $ (660) $ 0
XML 93 R78.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES - Components of income from continuing operations before taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Tax Disclosure [Abstract]                      
Domestic                 $ (28,756) $ (12,010) $ (11,768)
Foreign                 (4,911) (675) (257)
Loss before income taxes $ (14,736) $ (4,539) $ (9,447) $ (4,945) $ (4,329) $ (2,877) $ (2,459) $ (3,020) $ (33,667) $ (12,685) $ (12,025)
XML 94 R79.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES - Components of income tax expense (benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Deferred:      
Federal $ 0 $ 1,033 $ (3,663)
State 0 37 564
Foreign (723) 0 0
(Decrease) Increase in valuation allowance 0 (1,070) 3,099
Total income tax expense (benefit) $ (723) $ 0 $ 0
XML 95 R80.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES - Reconciliation between the effective tax rate and the statutory tax rate (Details)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Tax Disclosure [Abstract]      
Federal statutory rate 21.00% 21.00% 21.00%
State statutory rate, net of federal benefit 1.80% (0.70%) 0.90%
Effect of foreign rates different from statutory 0.10% 0.00% 0.20%
Change in state rate (2.50%) (1.30%) (1.20%)
Nondeductible/nontaxable or other items 1.10% 0.30% 4.90%
Unborn foreign tax deduction 4.00% 0.00% 0.00%
Change in valuation allowance (23.40%) (19.30%) (25.80%)
Income tax (expense) benefit 2.10% 0.00% 0.00%
XML 96 R81.htm IDEA: XBRL DOCUMENT v3.20.4
INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2020
Dec. 31, 2019
Deferred tax assets:    
Inventories, net $ 2,715 $ 1,759
Stock based compensation 1,938 980
Loss carryforwards 29,050 22,153
Credit carryforwards 176 260
Interest carryforward 1,851 655
Accrued Settlements 1,467 0
Other 382 417
Total deferred tax assets 37,579 26,224
Valuation allowance (33,160) (25,392)
Net deferred tax assets 4,419 832
Deferred tax liabilities:    
Intangibles (9,120) (113)
Property, plant and equipment (1,054) (719)
Total deferred tax liabilities (10,174) (832)
Deferred tax assets (liabilities), net $ (5,755)  
Deferred tax assets (liabilities), net   $ 0
XML 97 R82.htm IDEA: XBRL DOCUMENT v3.20.4
STOCKHOLDERS' EQUITY - Stock Options (Details) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Options, granted (in shares) 0 0 0  
Options        
Exercised (in shares) (53,270) (38,920) (14,213)  
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Options, granted (in shares) 0 0 0  
Options        
Outstanding at period start (in shares) 70,628 112,094 176,959  
Forfeited or expired (in shares) (4,556) (2,546) (50,652)  
Outstanding at period end (in shares) 12,802 70,628 112,094 176,959
Weighted-Average Exercise Price        
Outstanding at period start, weighted-average exercise price (in dollars per share) $ 30.97 $ 30.32 $ 29.42  
Forfeited or expired, weighted-average exercise price (in dollars per share) 30.97 27.61 27.61  
Exercised (in dollars per share) 30.97 29.3 29.85  
Outstanding at period end, weighted-average exercise price (in dollars per share) $ 30.97 $ 30.97 $ 30.32 $ 29.42
Weighted-Average Remaining Contractual Terms (in Years)        
Weighted-average remaining contractual terms (in years) 1 year 7 months 6 days 1 year 2 months 12 days 1 year 9 months 18 days 2 years
Vesting period (in years) 3 years      
Stock-based compensation expense $ 0 $ 0 $ 0  
XML 98 R83.htm IDEA: XBRL DOCUMENT v3.20.4
STOCKHOLDERS' EQUITY - Restricted Stock (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Restricted Stock        
Vested (in shares)   (4,444) (547,920)  
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized [Abstract]        
Stock-based compensation $ 6,196 $ 2,603 $ 3,185  
Restricted stock        
Restricted Stock        
Outstanding at period start (in shares) 318,002 177,293 548,005  
Granted (in shares) 164,010 154,769 178,543  
Forfeited (in shares) (1,885) (9,616) (1,335)  
Vested (in shares) (43,397)      
Outstanding at period end (in shares) 436,730 318,002 177,293 548,005
Restricted stock exercisable (in shares) 0      
Weighted-Average Remaining Contractual Terms (in Years)        
Weighted-average remaining contractual terms (in years) 1 year 1 month 6 days 1 year 8 months 12 days 2 years 2 months 12 days 3 months 18 days
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized [Abstract]        
Unrecognized compensation expense $ 7,114      
Unrecognized compensation expense, weighted average period of recognition 1 year 1 month 6 days      
Vesting period 3 years      
Stock-based compensation expense $ 6,196 $ 2,603 $ 3,185  
Restricted stock | 2007 Plan        
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized [Abstract]        
Vesting period 6 months      
Restricted stock | Executive Officer        
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized [Abstract]        
Stock-based compensation $ 1,542      
XML 99 R84.htm IDEA: XBRL DOCUMENT v3.20.4
STOCKHOLDERS' EQUITY - Warrants (Details) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Class of Warrant or Right [Line Items]        
Warrants outstanding (in shares) 0 404 6,790 44,101
Warrants forfeited or expired (in shares) (404) (6,386) (37,311)  
Warrants exercise price (in dollars per share)   $ 30.97 $ 27.81 $ 27.03
Forfeited or expired, weighted average exercise price (in dollars per share) $ 30.97 $ 27.61 $ 26.89  
Term of warrants (in years) 10 years      
Number of warrants exercised (in shares) 0 0 0  
Fair value assigned to warrants $ 0 $ 0 $ 0  
Minimum        
Class of Warrant or Right [Line Items]        
Warrants exercise price (in dollars per share) $ 26.27      
Maximum        
Class of Warrant or Right [Line Items]        
Warrants exercise price (in dollars per share) $ 30.97      
XML 100 R85.htm IDEA: XBRL DOCUMENT v3.20.4
NET LOSS PER SHARE - Reconciliation of basic and diluted net loss per share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Earnings Per Share [Abstract]                      
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent                 $ (32,944) $ (12,685) $ (12,025)
Net loss from discontinued operations                 0 (1,046) 0
Net loss attributable to common stockholders - basic and diluted $ (14,013) $ (4,539) $ (9,447) $ (4,945) $ (5,429) $ (2,664) $ (2,618) $ (3,020) $ (32,944) $ (13,731) $ (12,025)
Weighted average number of shares - basic and diluted (in shares)                 18,056,828 14,624,194 12,567,387
Net loss from continuing operations per share attributable to common stockholders - basic and diluted (in dollars per share)         $ (0.29) $ (0.19) $ (0.17) $ (0.21) $ (1.82) $ (0.87) $ (0.96)
Net loss from discontinued operations per share attributable to common stockholders - basic and diluted (in dollars per share)         (0.07) (0.01) 0.01 0 0 (0.07) 0
Net loss per share attributable to common stockholders - basic and diluted (in dollars per share) $ (0.73) $ (0.24) $ (0.54) $ (0.30) $ (0.36) $ (0.20) $ (0.16) $ (0.21) $ (1.82) $ (0.94) $ (0.96)
XML 101 R86.htm IDEA: XBRL DOCUMENT v3.20.4
NET LOSS PER SHARE - Antidilutive Securities (Details) - shares
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 449,532 389,034 296,177
Restricted stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 436,730 318,002 177,293
Stock options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 12,802 70,628 112,094
Warrants      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 0 404 6,790
XML 102 R87.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS SEGMENT - Narrative (Details)
 12 Months Ended
Dec. 31, 2020
segment
Segment Reporting [Abstract]  
Number of operating segments 1
XML 103 R88.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS SEGMENT - Schedule of Revenue by Geographical Location (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Revenues from External Customers and Long-Lived Assets [Line Items]      
Net revenue $ 71,078 $ 72,552 $ 57,559
U.S.      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Net revenue 62,966 55,055 43,461
International      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Net revenue $ 8,112 $ 17,497 $ 14,098
XML 104 R89.htm IDEA: XBRL DOCUMENT v3.20.4
BUSINESS SEGMENT - Schedule of Revenue by Category (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Segment Reporting Information [Line Items]                      
Net revenue $ 18,924 $ 22,205 $ 13,593 $ 16,356 $ 18,952 $ 20,744 $ 18,200 $ 14,656 $ 71,078 $ 72,552 $ 57,559
Trauma and deformity                      
Segment Reporting Information [Line Items]                      
Net revenue                 47,677 49,371 39,695
Scoliosis                      
Segment Reporting Information [Line Items]                      
Net revenue                 20,738 21,485 16,662
Sports medicine/other                      
Segment Reporting Information [Line Items]                      
Net revenue                 $ 2,663 $ 1,696 $ 1,202
XML 105 R90.htm IDEA: XBRL DOCUMENT v3.20.4
RELATED PARTY TRANSACTIONS (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
USD ($)
supplier
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Related Party Transaction [Line Items]      
Number of related party suppliers | supplier 1    
Disposed of by sale      
Related Party Transaction [Line Items]      
Divestiture purchase price   $ 25,000  
Affiliated Entity | FMI      
Related Party Transaction [Line Items]      
Payments to related party $ 2,622 $ 3,933 $ 4,026
Affiliated Entity | Vilex      
Related Party Transaction [Line Items]      
Payments to related party 2,900    
Sales to related party $ 595    
XML 106 R91.htm IDEA: XBRL DOCUMENT v3.20.4
EMPLOYEE BENEFIT PLAN (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Retirement Benefits [Abstract]    
Percentage of employees' contribution match (up to) 4.00% 3.00%
Employee contributions matched $ 439 $ 246
XML 107 R92.htm IDEA: XBRL DOCUMENT v3.20.4
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Long-term Purchase Commitment [Line Items]    
Accrued legal settlements $ 6,342,000 $ 0
Minimum annual royalty payment $ 10,000  
Minimum    
Long-term Purchase Commitment [Line Items]    
Royalty agreement percentage 0.50%  
Maximum    
Long-term Purchase Commitment [Line Items]    
Royalty agreement percentage 20.00%  
XML 108 R93.htm IDEA: XBRL DOCUMENT v3.20.4
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]                      
Net revenue $ 18,924 $ 22,205 $ 13,593 $ 16,356 $ 18,952 $ 20,744 $ 18,200 $ 14,656 $ 71,078 $ 72,552 $ 57,559
Gross profit 15,118 17,639 10,061 12,213 14,450 15,895 13,619 10,655 55,031 54,619 42,680
Operating loss (12,743) (2,498) (7,017) (4,497) (3,031) (1,539) (1,790) (2,717) (26,755) (9,077) (9,553)
Loss before income taxes (14,736) (4,539) (9,447) (4,945) (4,329) (2,877) (2,459) (3,020) (33,667) (12,685) (12,025)
Gain (Loss) from discontinued operations (723) 0 0 0 (1,100) (213) 159 0      
Net loss (14,013) (4,539) (9,447) (4,945) (5,429) (2,664) (2,618) (3,020) (32,944) (13,731) (12,025)
Net loss attributable to common stockholders $ (14,013) $ (4,539) $ (9,447) $ (4,945) $ (5,429) $ (2,664) $ (2,618) $ (3,020) $ (32,944) $ (13,731) $ (12,025)
Net loss from continuing operations per share attributable to common stockholders - basic and diluted (in dollars per share)         $ (0.29) $ (0.19) $ (0.17) $ (0.21) $ (1.82) $ (0.87) $ (0.96)
Net loss from discontinued operations per share attributable to common stockholders - basic and diluted (in dollars per share)         (0.07) (0.01) 0.01 0 0 (0.07) 0
Net loss per share attributable to common stockholders - basic and diluted (in dollars per share) $ (0.73) $ (0.24) $ (0.54) $ (0.30) $ (0.36) $ (0.20) $ (0.16) $ (0.21) $ (1.82) $ (0.94) $ (0.96)
Revenue reduction to due repurchase of inventory $ 2,730               $ 2,730    
Gross profit decrease due to revenue reduction                 $ 1,115    
XML 109 R94.htm IDEA: XBRL DOCUMENT v3.20.4
SUBSEQUENT EVENTS (Details)
Jan. 15, 2021
internationalAgent
Subsequent Event  
Subsequent Event [Line Items]  
Number of international agents 14
EXCEL 110 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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

7[1^[0*\,YOW8!W,^,I.I'23_:-JQ=D?D@G*%&,P-I7]Z_L5#LAT5K:'%TCV>F=#F*;IM M;:8K2.M@[N="Z*UA _3S>O@74$L#!!0 ( $M^:U+=>K.CCP, * / 9 M >&PO=V]R:W-H965T-FEM8H?K M!$A<=D%:6U36[F':@TD,6$UB9IO22OOQ.W;2A';%::5.XH7$SCG?N?K#I[<3 M\D:M&=/H+DTRU??66F\^^KZ*UBREZE1L6 9?ED*F5,-2KGRUD8S&5BE-?!($ M+3^E//,&/;LWDX.>V.J$9VPFD=JF*97W(Y:(7=_#WL/&)5^MM=GP![T-7;$Y MTU>;F8257Z+$/&69XB)#DBW[WA!_G)#0*%B):\YV:N\=F5 60MR8Q33N>X'Q MB"4LT@:"PN.6C5F2&"3PXW+^^P/Z9QL\!+.@BHU%\H/'>MWW.AZ* MV9)N$WTI=E]9$5#3X$4B4?87[7+9=M=#T59ID1;*X$'*L_Q)[XI$["G@U@$% M4BB0IPJ- PIAH1"^5*%1*#1L9O)0;!XF5--!3XH=DD8:T,R+3:;5AO!Y9NH^ MUQ*^KY&EPRP'Y4F!_EYLD!\YB@,Y'IM4*? MLIC%CP%\B*4,B#P$-").Q F+3E&(/R 2D. 9A\8O5L?=9]0G+U?O.*()R_*$ M%B\\5!Z3UY/%O\D?2DFS%8,3J-'B'NW+S>B]W1[NJ(S1SV\ B:::I>J7PZ%& MZ5##.M0XX-#%QIA7'] *[&NP]HYG1?7?/U?^'*UET0P'W0Z@*+?[]:B5F+@D M'@71+(-H.H.P+8U$'HHC*:T2KW4<56J7#K6= 5XSI7FV0ALFN!1$MPRBZPSB$C(K>63<5Z:+''G!0<7! MP7'T#][[6\!OUT$U6/4MA$GE%WE5_M$?=$;O>+I-7? 5W>(CX5M<$2YV,^[K M*N'&:M57HN)0["91N%FVT2RAF0NM8E!\)!2**P[%;N:SIA2BMW#)H8N$(;AE M(VIMU3!7 ;Q/.[C9:0;! ?+!%85B-X>628>^?PT55?2&N\=1!U*Q(PG>[@#4 M8+50:J^;+LZI$RN[ BH4"2VF5N.68.[7#U9'\$XV<^+%8P^>QZ1N6*9PHE; F0 MP6D;>$WFXV"^T&)C!Z2%T#!NV=&PO=V]R:W-H965T(#R!M)$U:8*B-E"; (HU24;I]F/;!3:Z-16)WMM/" MOY_MI%EY*>)+XI=[GKOG[GS#+1>/LD!4\%253(Z<0JGUI>O*K,"*R%.^1J9O MEEQ41.FM6+ER+9#D%E25KN]Y9VY%*'/"H3V;BG#(:U52AE,!LJXJ(I['6/+M MR.DYNX-[NBJ4.7##X9JL<(9JOIX*O7,[EIQ6R"3E# 0N1T[4NTSZQMX:_*2X ME7MK,$H6G#^:39J/',\$A"5FRC 0_=M@C&5IB'08?UM.IW-I@/OK'?NUU:ZU M+(C$F)>_:*Z*D7/A0(Y+4I?JGF^_8ZMG8/@R7DK[A6UKZSF0U5+QJ@7K""K* MFC]Y:O.P!^B='0#X+@? 0M(/@LH-\";*K=1HK-0T(4"8>";T$8:\UF M%C:9%JWE4V;*/E-"WU*-4^$LO9FDUVD<31X@BN.[^>0AG=S ].Y'&J=7,_@* MU[QF.;%%TET&4;XA+*-L!5/,*5&"9G G5*$;,:>9A.,$%:&E/-'0^2R!XZ,3 M. +*X*'@M20LET-7Z<"->S=K@QPW0?H'@NSY<,N9*B1R MQ_Z'C EFIQ#TOH#O^=X[ <6?AO>^O0-//@^_^$!-T!4QL'S! ;XHRW21E"T* M+VE&4<+O:"&5T,_JSP<.^IV#OG70/^ @UMD7=%&;+I"@.&0%$50]PU+WQGOU M;.C.+9V9/)LP\ =#=[.?XK&ULC5113]LP$/XK5L0#2!M. MDP(;2B.5=+!(K%24;@_3'MSDFE@X=F=?*/S[V4Z(.HU.O"0^^[[OOOMR3K)3 M^M'4 $B>&R'-)*@1MY>4FJ*&AIE3M05I3S9*-PQMJ"MJMAI8Z4&-H%$8GM.& M<1FDB=];Z#11+0HN8:&):9N&Z9!JN] V MH@-+R1N0ABM)-&PFP71TF<4NWR=\Y[ S>VOB.EDK]>B"O)P$H1,$ @IT#,R^ MGB #(1R1E?&[YPR&D@ZXOWYEO_:]VU[6S$"FQ ]>8CT)/@6DA UK!=ZKW5?H M^SES?(42QC_)KL\- U*T!E73@ZV"ALONS9Y['_8 H_$!0-0#HO<"XA[@G:.= M,M_6C"%+$ZUV1+MLR^86WAN/MMUPZ;[B$K4]Y1:'Z3*_F>?7>3:=/Y!IEMVM MY@_Y_(8L[F[S+/^R)!_)+4=>L2R EEP,.1X!LBX,".C M$W)$N"0/M6J-S3<)12O3%:-%+^FJDQ0=D#2#XI3$HP\D"J/P#7CV;OCH\]]P M:LT9'(H&AR+/%Q_@FQ:%:GW/9*$$]VW_G*X-:CN"O_Y3(!X*Q+[ ^' !W4)) M!%1,$ .( NP]P3>MZZ@N/)6[H4_I>3R.$OJT;]"_2>&0T4FD>Q/C;NLWIBLN MC=6PL9CP].(L(+J[ 5V :NN':*W0CJ1?UO:G =HEV/.-4O@:N+DV'OW:2U@E)3J)+]P6:UC[G^/CX=X[M'#\+^5,M&=/H997EZN1@ MJ?7Z\V2BDB5;474DUBPWORR$7%%M'N7C1*TEHVG1:95- L^+)BO*\X/3X^*[ M6WEZ+#8ZXSF[E4AM5BLJ7\]9)IY/#OR#[1=W_'&I[1>3T^,U?63W3/]8WTKS M--E)2?F*Y8J+'$FV.#DX\S]?1K'M4+3X#V?/JO89V:$\"/'3/ERE)P>>M8AE M+-%6!#7_GMB<99F59.SXJQ)ZL--I.]8_;Z5?%H,W@WF@BLU%]CM/]?+D8'J M4K:@FTS?B>??6#6@T,I+1*:*O^BY;!N9QLE&:;&J.AL+5CPO_].7RA&U#B'I MZ1!4'8(W';#?TP%7'?#8#J3J0,9V"*L.X9L.05^'J.H0%;XOG55X^H)J>GHL MQ3.2MK619C\4TU7T-@[FN8VL>RW-K]STTZ?G/^ZOKK_C_L+ M].&7CXEIQ!.:W4J1L'0CV2]H@M222J;*OQUJYK":"Y8<(=Q4XZ1VR+O8L[PO MH^7YLS'R+L?+FU;RFE(F)@)V81#LPB HQ.*^,-@H\XU2Z"SY:\,5+U;]'U_- M=^A*LY7Z+Z #[W3@0@?IT3$7JY61:D(Z^?D)K:E$3S3;,/2!YR@564:E0FLF M2]=\1/\@T$_S4MFT4&;Y^73J'7F>%X3'DZ?Z?(]L]V6X76/49#=J GKV*Z/[)D([.SWN]#V7L;QWQT8EHJX] MP+.X7WLM7_J@]C(S D[V'7/]?P^ZOJ.N/X!=JI:#LW5>"6E$O^=Y;7A4#2.@ M8=-0!TJ?#!M*K2LD2SMM).V53$B_9@=5'Z;JO+$N3;E>FE'-B,U/91JR2:DW M(9U72NJ>F6$23W&/>8Z%/@S#_2;.\TK;Z$SG.]+Y,.JNE-K0/&$E*IS1G5;$ M'5CVXZ@5@Y^+\=7ZJ8U+:R[]<_:+O>Z%OG<[X!W9\N+,2V;%:GC? !S_OY5&0HB13.F MMN/J&E;09CWQ8]*N9^:C6UY4+6.H97-8+H$$< *YE2SC9B=G9VOA$JU9,B:G M<;-79BG20M.L :%!@%=:ZV.;QCB>]5M7QP(,9LLSI=A;E4U1+M,$PYFFTW;245+V)YC )9@ 3C!G22(V9E4:]R6, M/]&'C!UJ2=.NVN4\:.>1@/37H8'+(\%04?UDEI"0K2*QTMLNJ*,IH->EA0!. M"R;BUY2GVWI-(9JG2.BE(6>RD=)6D[1C]?)FV+/!#W&^"XW8PP.V5D)K_;:,!\5S3_)';CX O.F ;^&$_;+&# M+89A>U-,QR@K<)NBTX@ 1C@T8AB--^L"]I'"_(]JH(V:7,>U773LJ@6$W;C^''?$P3+P=@$P>+>+- M1CU-$KDQ+,_ZE%7#;%,Q"/IK*NRHB&$JOIWN(3O:7/0]P ['10QS\::!HB$K MVI0,8B#X'24Q3,D+MF#&@M0L0E,[,Z3I2X\%;2)&9-K/1.R8B&$FE@$_Y( V M#F-OVE]G8,=##//PJ]D+?ZYJGYQ!20%W'2Y@K]\(XD!(8! ")VSGI$V^,/" MV2<.?01&WV6C$C257J[Y@H]/#97X1L'J%=5?GVD.@P3&X#>S.#>2%6= 9L5R MD=9.A3[9<)7%\C6;(F=JYY$M:0,SGF' 1L=+ A]R#-B8;M>6651]YVZ5B>WC M#7!QD=HY,(S@01.=&Q^!4U[2/@3Q">DO1XC#,8%Q?+U9/1@.VKU[=4^#UMN+ M&F4VMZW;F\XX[(!TV&>:(S2!"7W'3.5JEL9JDVF^SCB3G;I+(?;LS['YJ/< MWY&9P&2N+L/^0??,;,-25-MO \F9..R2?1S>$L=1LI_S -(^#_ QM'COXU+%(2XP2[&1>CG6 M8XX^X5ZNH6KW4 ,[VK$>ZS@4!3WFF!#"3-AY[);JMO:F4+?4PW@?;G)+.X0K MJDN#3,T.,^.KM)W(P=/N2G+CM,Z/@1N4T $BA %QQ^P[)[;PMD 3*YX@L\-: M;&SMMRC/E5\9E=W7_@.R_;#L"[@O18$L$L><>45Y(;ES! >10YND0P7=XUX0.R?6]XPAVFHH%]ZG;"KT5^ M:+9!:Z;+<\>S1\E8!V6:>AR^HG ?DUZ[KH9A])Y)[[AW!@ 9.99%<-GRODF' M99/^.9_47D:R+Z=]H_*1Y\KL\1=&E'<4FYF1Y?M>Y8,6Z^+]I >AS1HO/BX9 M39FT#Q!I#H+8FI&%AK*=,KVQ;A&A(L&BP%JKXL&4^P5$.^LD7* 4?&*8EMSW$Z M=H()M89],S?CPS[+9$PHS#@269)@_CZ&F&T&EFMM)^[):BWUA#WLIW@%[;Y!45!;1TO9+$POVA3V#H6"C,A65(X*X*$T/R)WPHA*@YNZX"#5SAX7W5H M%@Y-4VA.9LJ:8(F'?_IS/ M47!W,Y[>CAZF=[?H!QJEY)J\H8"I]8J 8R/Y^00D)K&X^##X@1[G$W1^=H'. M$*'H8XE\AS/J7$/CKM/(&R@9JV[ MK20I=?%*73P3KWE(ETRH&2'0*'S)B"!&@+^_U1R:2DC$OR,YFF6.ILG1.I C MP&*-PJK$=;+E,7P30S?EZU"UJ"KQM2K.":,=O%:)USJ*-\/OJE\E8LOM:DN. MJKX]4#M$JA]%&@J1(9I")HH9$FB*%1_A,]U MJK7WLC?;KM_Y)-LIJQW,3HG9.8I9_G4"EBP(-0M[J5M)$KK2@NYTU24:4:IV M,B[4+HH*S<4EFG$0VO@)QQG4Z=O98_>\CG=@S?V2W3_*7L=2)Z^_+YRS_Z\\ M9;6#V"T1N]\J[_Q=J(9%Z]D[QUE+UB$84ESECIY M>WOMW'+]EOM)WMX>XJ[5#J+K?)P(SK<*?%+*(E\5M.L[[>8!T,K1Y1X%?6 2 MQ[L;:+Y%+8%SB&I1W#UE7:?;Z[8^L=B5$U5?9VXP7Q$J4 Q+Y>@T?+5S\/R& MD \D2\TANV!2'=GF=:UN5<"U@?J^9$QN!_K<+N]IP_]02P,$% @ 2WYK M4AG&,.JY P *P\ !D !X;"]W;W)K&ULO5?= M;YLZ'/U7++2'3=HMV'QF2B*E9-6-M'71:'@ 6:V:5KI_O'7)A1( M^!B3UKXDV/P^SCG8Q_+\0-D/'A$BP&.:9'RA14+D'W2=AQ%),;^@.?EW)8MY[0029R1+0.\2%/,GBY)0@\+ M#6K/$U_C^TBH"7TYS_$]"8BXS;=,CO2ZRBY.2<9CF@%&]@MM!3^L49E01GR+ MR8&WGH&BUPDXBL]_$TJ0K:J%]*$E[_@4,4:&@@++FA: M)4L$:9P=__%C)40K 5H#":A*0%,3S"K!G)I@50E6J6)Y>1MLKC\& ?"_?+[<7*]N-E^NP5\@."X# M0/= 1 1L&>$D$^ ;3@JB)K?X27Y\P<';-1$X3O@[F70;K,';-^_ &Q!GX":B M!='\\?96S"V ,IZ\G=X>S MTW1=BELKC&J%45G/'%*XX'*&<[ *?Q8QC\OE_N\G.0JL%;H^!7XTC?@TS:GV04GI+L8W!LY)PP<#WKC$$W:H"!73.P MQQGD\57\"/:%*!@!(96NN",,*Y2_@][NX#(-%QIGZ.VI^CLU>F<"^I%5Z-:% MW!=;Z5[=PQL'FV7RG&!F5"?EEY'2V0;T#W5TOMX@Z-,@B<'TPH13-I_?$X9<.!N"V9P1$+V&@U1=VO LTYIUQ.Z&F9YG#K%H3B$X M?@Q5+/X# 9$4=J"U64>V/FP."FB]F,' QLSA+]Q\HL7 KE_W;=&^L)$]VK@V MG&+;4NR;*&:3M6Z\'+Z&?L7/8]7/'-.USJ;M1MCNH=./G<-S0:Z6O M:,%$-%%JU+@M,EY,:M0X(1IWPJE25V7:AZ)C6;,SJ7NB;,\YEUIO74S4-?(S M9O?R/ $)VX,=;V;'@:!Y>5>YHT+>?,K'2-YF"5,!\OV>4O$\4->? M^GZ\_!]02P,$% @ 2WYK4GN&WE%P!0 \!8 !D !X;"]W;W)K&ULM9A;;YPX%(#_BC7J0RLU 9NY5I.1,DFZ&ZE-HUQV M'U;[X(!GQ@I@:IM,4^V/WV,@F"G@F:KI2P(,Y^)S^7S,?"ODH]HPIM&W)$[5 MR6"C=?;!\U2X80E5QR)C*?RR$C*A&F[EVE.99#0JA)+8([X_]A+*T\%B7CR[ MEHNYR'7,4W8MD)#PM_]-O52 : GC8(T J 7*H M0% )!(<*#"N!X:$"HTJ@6+I7KKT(W#G5=#&78HND>1NTF8LB^H4TQ(NGIE!N MM81?.TY M>OOF'7J#/*0V5#*%>(KN4Z[5>W@(UW<;D2N:1FKN:?#,Z/?"RHMEZ07I\>(S ME+XUF'^,7AXM-=<0^R4:>$U"DAA;Z@ M+R6Y@B=*H=/P:\X5+QKJGT_P#%UJEJA_'3:"VD90V!CVV#@320):H;S"Q_CGBC-:LNS_9:I69ED49?16;Q+X%J[^GQ1HK1;"EEQY4 ML36-5F*TJ[N6E>YQPZ-@/";3'J<:M,>_M^^7E8&#&QI;[&%RL&\_XU"I==9P M:$B.>_-G"8G=B&QV@F0QU2R"ZE6Z>WL+6A74&Q"+.#QT>G -9CGL^3# H17E M+[D2*\24YDGAD1::QCN5M;?#*JL[M17@OM*R",4C)T).E6(_!F=7E84:=E/- M]&NGY^.6Y[UYMN3#DSUY#D6>:@5)#AE_H@\Q.]*21JS3@TG+ X+[$FW!B-UD MA$1GE$>(?8/Y7\%D!5,4$GH#=1_F4K)4(]H1W@CP2L,5\2" MC+A!5K=81I^+G)JJHF$HL6F*;5N.^N%I6$?>\5\9UG^71X98MVH@; M;9]@R/I043MEKKXF;=CAX; OMQ9WQ(T[QZB[)&VZX>FDSZ3%&W'C[>/.W@5[ M4ZKYBO]$<[<)AW%O*BSCB)MQY1GW/W16G+*AT6_,+@^;IMKPS%7X@>58X+]" M(P462($;2!\YG+?94W=@O95V1:YQWW=/<2[*O1'H4BB1CNIR6 M3M>2,;.W.'MP^:P+]\67X$;7[^6;[?NT?YT6\H% M;LJ]I/O.#'()E8_E3%7R_+Q:WFB1%=\/'X0&3A:7&P9QE.8%^'TE MA'ZY,9\DZX_&PO M=V]R:W-H965TV0S5A3&$^CXHW6ZMVG3&':O7[U?UIV'SMQ3 MQ6:B^#N?Z^7QWF0/S=F"K@O]73S]E;4=2HV_7!2J_HN>VF>C/92OE19E:PP* M2EXU_^ES.Q = TP\!G%K$.]JD+0&R:X&I#4@NQJDK4&ZJT'6&M3!'#6#58_T M.=7TY$B*)R3-T^#-7-3AJJUA@'EE,NM.2_B6@YT^.?MY=W5]<7>'9C??SJZN M3W]NY_(^O< ]=:5:J?P;:2#9M)'4;Q-/&3)0E>(5$S7_MHQ65Z)$6:X8^ M01K,15%0J="*R291/KL"VOB?U/X-"!]/HL,HBN+T:/38C=R.SUT,/[?54;+I M* EV](>D5TWM>0-JQD+?QQMLXJ.PO0LR?>%&X4B&E#YR)3F>BT96JUEOH15':TDSYF3U8VSK#-*<0IS M\P^HEI+?K_6]+Y@2 M3C3 I8?@E>V35VMT=W-.)8X)[ MW1EZ;+L[EN8X#G;GM"A$3C5HW&'D8X>&=-J3.O38ME2[*.#PJO"V?@CEG@4P M)O^WY0Q;I.(P &=4+5$NH':>,TE-&\XB)NW-?Y.QOH&SQ,39P'+::1C!S@%J M;]M90_:FXG(N.ZWOK7E$TB2-/:HL>7$8O>]>Y,_:!G9>E;'%)@YSLZOMSPAJ MO$X[@DAT.,X\]U$F\F1-;,L=A,G,^ M<U)"TT+;:2>G"NQ7V>9E @ M$X_<3G4<+H]/E6)OAV?;E>5=/% % S2](1,/,(M".-P 7F:YV)=:05Q MSAE_-$O8@8;RU+42G+6^MJ 037P:+";C,":O*E@FM9"]PJ)M->UW//.!*+9X MC,-XA Q;43Y'['G%*@4;3[/$"%AA)&R68?FN-**.J+::^GC$/D46C7$8C;=2 M &CT2ZV$05:O2E#A;'[^(18\L5A\MVLZCD,6Z2"F=I$FD.= [$X6*M6CE/-M*\F3MQ:$@O#) S# M'PUEO&.0]/E'4DQ\[5H")O@#RNW$(BH9*/E>9_J*OM01-EE&\URN :6%K[&V MC_W:+LU\/>QL]\.D>QOE(1$. 'K#:P&8A %X_EJL:_J\4?#B;+]//XS'GJ(C ML?1+PO2[J9%3B.KA0#-9#HY"GX:9A\")96$29F&3XT,M.TI"'$\];5OJ)6'J M?84R_$N[EE"<6>TD8>X'3@+.D3S@\QF,/X1)+N"1,N&^0 M\;"7-(!_/6NA\W^ME39W]LV\?+LLHP/D6YAG29]\<>*)#+'D(V'R#6CD[;+M MFBPSXMJ'>R8KL4PDX:IP0)%Y\V!PDM,5AW1RZNH7@%//PDTL6DD8K0.RYKLB M9D8<>VCBJ^>)!2T)@W8PD+FL 0P['KOLNZ;@C/09G/I.(TCG.#3,X* ^IPS2 MWS)///LM8DE,PB2^W-IGP#ZBTGS!=Z^&B*-0]5=#Q-*9#%6J M4O_FH^^@^5 M+DB?T&-".@5Z<][H>"R+L\BS9R.6Y&2P?NWH+(1RC=(%Z1]W'F!H'K]5Z7HN M(5ZL6=R3,.Y[+Z3^@VYA/UD%]V_$DIU\Q#%I:BF2B7#'=G!6>/DA6EQS!%BT3LX_8KF<675D87>\( M?NNY&_S,$_K,4BT+UY#O"OV [V'D9Y:669B6CLB;U^V@7OYJSOCJC^B:EN%( M61IFZ4=$OO.F.PRMJPHV#.^(?M:+/LEZ-?JH\SL?\[NO;U0^\$JA@BW +#H< M0Y]E\U.JYH,6J_JG/_=" S_KRR6#@93F ?A^(81^_6!^3;3Y0=O)?P%02P,$ M% @ 2WYK4JC+ B'?!0 .!< !D !X;"]W;W)K&ULK9C?;]LV$,?_%<+H0PO$M4CY9Y$8<.RN,] F09QN#\,>:(NVB4JB M1U)QLK]^1TD6E4AD#"POB22+=]\['C\\\?(HY"^U9TRCIR1.U55GK_7A2Z^G M-GN64/59'%@*OVR%3*B&6[GKJ8-D-,H')7&/!,&PEU">=J:7^;,[.;T4F8YY MRNXD4EF24/E\S6)QO.K@SNG!/=_MM7G0FUX>Z(ZMF/YYN)-PUZNL1#QAJ>(B M19)MKSHS_&41CLR _(T_.#NJVC4RH:R%^&5NEM%5)S"*6,PVVIB@\.^1S5D< M&TN@XY_2:*?R:0;6KT_6?\N#AV#65+&YB/_DD=Y?=<8=%+$MS6)]+XZ_LS*@ M@;&W$;'*_Z)C^6[009M,:9&4@T%!PM/B/WTJ$U$;@(>. :0<0%X/Z#L&A.6 M\-P!_7) /\],$4J>AP75='HIQ1%)\S98,Q=Y,O/1$#Y/S;ROM(1?.8S3T\5R M-;^]>5C>_/RZ0+=W7^]G#\O;FQ7ZN&":\EA]0EWT<[5 'S]\0A\03]'#7F2* MII&Z[&GP;ZST-J6OZ\(7;V0I<]K@Y"T1A]DR([7*!ENHFS MB*<[!+]L(',\S5B$;@],4K-H\C=$PM!*4\U@,>K\Q5BH3#*%_IJME9:PL/[V M:.M7VOJYMKY#VPT@" PKM)4B05%=CSCI41A8M1[L( Z7$* MD_98GZ_F&SCH#U^^M/"9>1'=U!-L^BD2VUMLLAAVT&-BFM/19ESHA8X?4VM:!O5*7Z2.4M9"< M%2N_U3-NUD4P=)0%)M8U\;J^D^Q >838$S1 "E:,64Q"[YF$35-*@T*:5T*K M)M+4U'. 28)F))^^,[N^ZN()BSQ9.(086E)_+1F4ZP4/+?Z;X(2XY%C MFR46E,0/RML7>\5;.6B#I$.!)23Q$[)8H37/WF5*FLS$@XDK#9:9Q,],T]:7 MD% B;O?<9"49#(:N.K2T)'Y:?C=?$[ *(MMFMKIOXK'K]F[Y2-Z[L_S_WUK$ MPI/X.TXS+9)!=Y6UYZ39>8;!T+$H0TO)T$_)N5#YUYO'<]B$8Y>,'9M%:/$8 M^O&X@B^NHH=+J/S%#)U:O3>!V!U.B,.[)6+H)^(W8+ TNR7XIU'"4V[FTIQ' MM8IH K%+<.#@05C[^/5C^#8?XPI4 MYV>BR013*(MCVN)&BT-^<+D6 M6HLDO]PSZ-JD>0%^WPJA3S?&0758/OT/4$L#!!0 ( $M^:U),3A'2F , M "<, 9 >&PO=V]R:W-H965TD2"B(O> E,OYES41"E'\7"E:4 MDEE0D;N^YW7=@E#F#/MV[%X,^WRE2_TDUNS9+0 )BEG2,!\X(SPYP3'!F!G?*.PEGOWR(3RQ/D/ M\S#-!HYG%$$.J3(41%^>80)Y;IBTCI\5J5.O:8#[]UOV+S9X': MJ>7 B1V4P9RLJD3L M 31/,\"O /YK0/<$(*@ P6M > (05H#09F83BLU#0A09]@5?(V%F:S9S8Y-I MT3I\RLR^SY30;ZG&J>'5W5WR?7I]C4:W"9K>/HYNKZ;CZTLTFLTN'V?H',WT M2<9VN:Y^AC HK07'[2$[[.$O3QPR?T 5&&'I=\)0G+9-]56IU9 MPTTK)>.-$O^$DAZZX4PM);ID&60-^$D['OLM!*Y.2YT;?YN;L=_*F$!Z@0)\ MAGS/]YH$_1D\^6TX[K5$$]0['5B^X-1.;S?O[P>N?W75K(G(_FEA#FOFT#*' M;S"?H2=84,8H6^A:S E+H2EK&[+(DAE;>A[B((J"OON\GYSC65X]XT!EIU;9 M:54Y2G^NJ*3&;9HV8P/N[JN*<'1BS6Z]9K=US41[FE14K82MGV\TAQ=;)L 8 M2 EPAJ8LO6C2TSW2S8^^=JQ3O63W^@PJ85.B#$HBCL#DSV-^MZK>N M>B?4$E[: M@Y&'YO"\,[#\/M)G8#1.HRU2V-0B4(RC-$LG_U!]B,-*8K/*[0 M;AR?2-?.I? ;-E72+[0U73OSP=WW3M?.2'"[D[QUEJ*C,NOXWBD[Q3O3P.VN M\7]W:8R/Z_TG?W.J@"Q,)VHA*E?,74IF&H1^MN=V1[O%?C$],%V\YL M1[-IH6^(T!]'B7*8:TKO(M+G0&RZTLV#XJ7MTYZXTEV?O5WJ3AZ$F:#?SSE7 MVP>S0/W?8/@?4$L#!!0 ( $M^:U*B(_;C1@0 .01 9 >&PO=V]R M:W-H965T3E9%XQ)U/JOWBNV X56P$N6>/( M%]_I_F^23:@7XSG4Y\DOV&>VF@*"%Z3_^DP6BY(#,(PXHYDO%F#\- /SI^?QTY?Y9/$(QJO5X_,*W(&57#ANY!- UV >"AQNO%?9&G-. M! [0[['73T/.9Z M@JF%32, MDE6%HY5SM#HY+F40PSJK"I*=(]D?L%#[^6C]3MXO2=0%-[*VO!/,^&U;U+L'@$;J"FP0I 5&EAH7O[=]P.D)*"N#,@Y0R&B!JL0! M:D5-UJZ5LAE2>0D9NF[JM8768M9'MM6^T&!)/.#5LC:#JB0D,GM:G6F+67D^ M5::H8(JND[@93B6@F@4; 6V:V7UT)'-AH0Q0[Z0I*&:BP*T8#=JG%) M/C[W&TG2M#*2K4WKZBN$ W8KQT7I;#7SU#+J M=FA>"Q;"YT"=I7RF:[ M&4YDF'6632O=UHY5QT+/8+=(+#Q'GG<(P!M&2'!"DU&A#DC[@$Q&19%'W47^ M"IE\8@1T@2Z?@-(OUV54B CJ%I$+\A@U]0%99J^V\$Y957D6*H*Z5>22/,Z@ MJOMDPZA7G%8S#1[9]:-"EE#WZ>3L3$8MQPX=-0+:8F7UZO5&+9V7 \(VR34" M!PZ-0I&>*O/>_*IBG!S0:_T3^#!-+QP*F/3^XRMF&R_DP"=K":G=6U)_6'JE MD#8$W26G\E=P2[!(6&\CW:TK%H1$/D%_LC/X'4$L#!!0 ( $M^ M:U+9M)9#X0, "@0 9 >&PO=V]R:W-H965T[H??W:2 M)F&3&%:ZY:7$R7S?S'P>C^WV#Y1]XSN,!7B-PI@/C)T0R4?3Y*L=CA#OT 3' M\LN&L@@).61;DR<,HW4*BD+3MBS/C!")C6$_???(AGVZ%R&)\2,#?!]%B+U= MXY >!@8TWE]\)MN=4"_,83]!6[S XCEY9')D%BQK$N&8$QH#AC<#8P0_3NT4 MD%I\(?C *\] I;*D])L:S-8#PU(1X1"OA*) \N<%W^ P5$PRCN\YJ5'X5,#J M\SO[)$U>)K-$'-_0\"M9B]W " RPQANT#\5G>ICB/*&NXEO1D*=_P2&S[3H& M6.VYH%$.EA%$),Y^T6LN1 4@$VT&V#G /A?@Y #G7("; ]QS =T.=Z\'. ?RX@R %!.KO9=*1S.48"#?N,'@!3UI)-/:0%D:+E%))8U>Y" M,/F52)P8WCT\C+_.[N_!:#X&L_G3:'XWN[Z_!:/%XO9I :[ '#&&5'V!#V,L M$ GY[WU32,\*;ZYR+]>9%[O%RZ=]W '0^@/8EFT]+\;@PV]-+#=ZEE'".L"" MIUC&>I8_D6+IG6*Y/2,CRU4LL-?.,M&SC/&J YSCC!A.*!,DWC['1#10WIU- MJ0ML>CY+T,ABRD(KJLTNJLU.:9T6VEDLVPJ1>>&K4);4&LQB@>(M6888C#C' M@H._[B4&S 2.^-\:CT[AT4D]NBT>Y_MHB1F@&U#H"O8R [^!:>4GF347DJM M-H&7(>R;+PW1N$4TKC::4:0<_H/2MBUCPJ]R#^*XR7=&Y%=\.[;K69951)!5 M0]TN"/R:V;2!S@^J9D?Y=(M\NGIU:7R%LIR4L*2<393.9E-BW;JH3L^#]3L]M[56H%5NCY8VIB>&UO*T*$^2F@1A9;>%%Q(5ECT7VO_[(LTI M_=.KM,%2NTQAV;FAOG67TLM>_<#$#K_J]"A[,'0O-0=EGX3Z1EGS^5/E?9NS M'XEL.QJ1RV8(]=WP2.0G>971UGG9DZ!_*8W+?@6#7ZCQ.&>O:FQ#C<1E5X/Z MMG8D\2@A$Z*K8[ML3;9U(8WMLG_9\!=J?).S'YU6/+=!9+-RHU%W:'EHWY*8 M@Q!O)-+J^')!L.Q:F@T$3=)+SI(*>65*'W?R*H^9,I#?-Y2*]X&Z-Q7_'!C^ M!U!+ P04 " !+?FM2!,C+A9@" :!P &0 'AL+W=OVBE;;F$Y)4$(D"[9 Z6A6Z:I>&'(C5 MQ&:V*=U^_6PGS=@PI3>)G9SW?W>CO%G40!(]%J55/2=0LK-I>N*90$5 M%A=L U2]63%>8:FF?.V*#0><&U%5NH'G==T*$^ID/?/LGF<]MI4EH7#/D=A6 M%>:_KJ!DN[[C.V\/'LBZD/J!F_4V> TSD(^;>ZYF;NN2DPJH((PB#JN^,_ O MAZF.-P'?">S$WACI2A:,/>O)).\[GDX(2EA*[8#5[06&4);:2*7QL_%T6J06 M[H_?W*]-[:J6!18P9.43R671=Q('Y;#"VU(^L-U7:.KI:+\E*X6YHET3ZSEH MN16258U895 16M_Q:].'/8$?'1$$C2#XJ"!L!*$IM,[,E#7"$F<]SG:(ZVCE MI@>F-T:MJB%4?\69Y.HM43J9W=S=C9XFM[=H,!VAR70^F-Y,KF[':#";C>CU_53R0 G8U 8E**C;^E.K8J/2B_ E"]-0 MM>+%PHI:5G2*%=A8M:J[STK2CIW5:5F=4ZS0QNH@-J35Q*XC9@<$OT@//+9TA:9OHN< MJB-C0B6F:[(HU8(7 J1U_:8'_V?'"Y*_S:V7Z6&4'T7)_Y_ W=NY]*GQ#?,U MH0*5L%(Z[R)6/PVO=^)Z(MG&;&8+)M76:(:%.KR ZP#U?L68?)OH_;$]#K,_ M4$L#!!0 ( $M^:U+V:6U:7@, .X- 9 >&PO=V]R:W-H965TP MYL3,=F#[][-#FF2"I$SEH2_$=GR/SSV^.=B=K9 _U0I1P^^(QZKKK+1>7[NN MFJ\PHNI"K#$V;Q9"1E2;KERZ:BV1AFE0Q%W?\UIN1%GL]#KIV(/L=42B.8OQ M08)*HHC*/S?(Q;;K$.=E8,J6*VT'W%YG39N"G >F,)X9;56J#3>59B)^V,PJ[CF<9(<>YMA#4/#8X0,XMDN'Q*P-U M\C5M8+G]@CY,DS?)/%.% \&_L5"ONLZE R$N:,+U5&P_8Y90T^+-!5?I+VRS MN9X#\T1I$67!AD'$XMV3_LZ$* 601D6 GP7XQP8$64"0)KICEJ9U2S7M=:38 M@K2S#9IMI-JDT28;%MMMG&EIWC(3IWO#_F@*3_WQXQU\&<)P-.E/!J/^&$:3 MV=?IX_W=Y.L,/L',5$^8< 2Q@+Y2J!70.(0QH\^,,\U0P3U2E4@,@6H84B;A MB?($X>P6-652,GBI1E_G-W"V8?SCJM-0I:6.\_(W^S(^Q7D M;W%^ 0'Y"+[G>P?"!T>'DZM_PUTC8ZZEGVOIIWA!E9:E_%Y3R51P(8&=-1&Q MS =NJ&(*OH_- C#2&*D?-?2"G%Z0TFM4T,LH"0F\Q"@J[=O")K"Q"1P2 M3M&M.VQZ1O/- 4*-G%"CEM" JA7<_4J861)CK0X50&-O4=+TS&Y[%6LW\[6; MM6O/5D)JT"@C8/$&E8ZJ&.QP6B4&S29ID$H&K9Q!JSY[$6NSUV99,$W%0I34 M.MLA#JT]#H'7MA0J.+1S#NU:#F/<( =24UR7.=+E>ZS]JYS>U9M+[6I/Y/I2 M(U[AL=Z)BBT#.K[:2,GHRZPV4C@; M>;NU91#'B%RX&CF5K=4#V=/CM5K3.78=>18TPOJ,NE<#WR+FV/%+Y'WFY\9-_Y*D3V"\OS3V5Y]4#_7XA^X8C^Z1PQ M@VJ__A?LE@[C]B9T3^62Q0HX+DRH=]$V'Y[<72YV'2W6Z?G\66ASVD^;*W,A M0VDGF/<+(?1+QQ[Y\RM>[R]02P,$% @ 2WYK4I:=V!\E P > D !D M !X;"]W;W)K&ULS59=;QH[$/TKHU4?$BDW^T$2 MD@J0( FZ2(1&D*0/U7TPNP/K6Z]-;2^T4G]\Q][-AC:!7$6Z4E[ ]L['F7.L M&7NHT@HN\5:#*8N"Z1\#%&K3#>+@\6#*E[EU!V&OLV)+ MG*&]7]UJVH5-E(P7* U7$C0NND$__CB($^?@+1XX;LS6&EPI!X]*I,K.:OG+RL[UA?S2%A_[X_AH^ M#6$XFO0GEZ/^&$:3V=WT_N9Z#O^ R9W*)P"4,&=?PP$2)H!8PQC4*:,%( M&JM+$LL:.+A"R[@PA\Y/2#,'9G MN?\ '%_4N5Z5A,C.= MT%)1#EJ8U@4,J@*2'07$"=Q0EMS M6);]2Q?/J>DT M3G=H^))458JV3^'ZP;K7.DVB3KA^ =AI ^QT+[#ZCNTI\:R)=/8>%6@W\-K_ MOP)5BK/_I,!Y ^S\=6 U;T^D_(37E;EH,ER\1V7BZ*E+1GLIV-7(CF".2RZE M2SUG@LD47VQAT3-9=F@2;S7N^$V0:%:F2E,K!$8LTL[0@'+7R.9TL=)O)3?< MVQU,E$5H';X(.'X&.&G'%[M )T^@DS?RB#)[C<3D>7>)VO&?F,*M85B@7OJ1 M;RA=*6TU%YO3YEG1KX;IDWGU)KEAFL0U('!!KM%QFSJ5KL9\M;%JY4?K7%D: MU'Z9T],(M3.@[PM%%-<;EZ!Y;/5^ 5!+ P04 " !+?FM25M;E?.P" #\ M" &0 'AL+W=O(U%HGO.QICTVG5UN,&8Z;I,,:&9E50Q,]15:U>G"EF4@V+A M^I[7=F/&$Z??S M#0@%AL8R,/J]X!"%L$04QN^"TRFWM,#C]H%]G&LG+4],XU"*[SPRFYYSZ4"$ M*Y8)LY#;KUCH:5F^4 J=?V%;K/4<"#-M9%R *8*8)_L_>RU\. (T.F< ?@'P M_P'XP1E 4 ""7.@^LES6B!G6[RJY!657$YMMY-[D:%+#$YO%I5$TRPEG^N/! M9 &/@^G#+7P;PW@R'\R'D\$4)O/E_>)A=CN_7\(7&#.NX)&)#&&&3&<**9%& M@US!4":&)VOJVJ;F$2J6)^C3" WC0G_^"U^#!8:94@2A\2F^H(" 6B.N0YDE M!B,(F=[ BHY7#69$CC!D2LBN:TBN#=H-"VDW>VG^&6DC#.L0-&K@>[YW CZL MA@]250?O)-PEDTNG_=)I/^<+SCE]Y,% :R3[6!+!E+,G+KCAJ _>1D#VO=ED M5\UEHLJ!&Z:YAI]3V@ F!F/]JR*\H POR,-KG@GO]C6EFT5[_T"F]"FWJ_$! M["P0VA!3TC:G&(;5#,V"H;%G(*:([72%M&8IK5E)?*=0V_/YDA_@J#AI0.<4 M*]A;)7OK(^:U78;7KA1_=#_#X_M9@_CM)@-/TLR<2GHUN5?W6Y<7IU+]+BYH M7%2HZY3J.I5$CU*0&K)Y!RNJ"%)5<%Z6G)1>O=4XG=#W M<,V@H M[ *:7TEI#AU; &PO=V]R:W-H965T/+8$?9 M#[XF1(#G)$[YT%@+L;DR31ZL28+Y)=V05'Y94I9@(9ML9?(-(SA43DEL(LMR MS01'J3$:J'=S-AK03,112N8,\"Q),'L9DYCNA@8T#B_NH]5:Y"_,T6"#5^2! MB,?-G,F6648)HX2D/*(I8&0Y-*[AU13U'B^@,5>_8%?8NK8!@HP+FNR=)8(D2HM__+PGHN8 MW1,.:.^ F@[."0=[[V"_U<'9.SB*F:(4Q<,4"SP:,+H#++>6T?('1:;REN5' M:=[O#X+)KY'T$Z/Y_??Y['[Q+[B^FX+97X\W\]O9W>("W,T6X/.4"!S%_ OX M"AX?IN#SIR_@$XA2L%C3C.,TY -32 QY)#/8YQL7^=")?!"!6YJ*-0>S-"3A M<0!3@B\K0(<*QD@;<4J"2V##"X L9'4 FKS9'?H=[M.WN_2J2SD MD.4"K!CEG7U;A/-4N%Q1MB/'Z7NR[FV=\+:5[=C(*ZV.L/9*K#TMUF^$\RLI M$T&69#$6))2S6RI=$.%2. MZUH-A&TCVZL!+.:5UQHEJ >=[BKZ915]_2"1/&OFA5^&\7__)(16)<'6QT[# M?;PZP=!U>HU>>,WJ&&UMP8!:M.,LBL,H72FT3X=&E,BQOB4Y<*XC!55IT!GZ MH))=:']P']CM:=CSF^+2807]F@0=HZUT&^J%>T*3328(JY JW)PNQ0XSHF.D MTEO8.T,'5'H)]8+Y_@[HT$$$FVM1EY7E62UA;K66@P\H[-?91I99(KY8W*1TUH4*5G"/Y^ MKE&E:PA]+-?[>$AVR"[RPSZKGV"[DH8D5X8'W"RB8G<]6\E3,I>="14 M^H6<,W!>21G2[QW?SWE[4XB&PO=V]R:W-H965T"&V<[[+^> $P/*J.TZ3M?.,,FM,#!G8?(Z#L-+#:UOE@07:I MU =V&.SQ#I8@U_LY5SN[8DE(!KD@+$<%/PD^JEPT6$#'ZBR0R M'5B/%DI@BP]4+MCI!Y3]&(,QH\+\HE-1V^U;*#X(R;(2K!QD)"^>^+W,H09H M^U< ;@EP;P5X)< SC1;.3%MC+'$8<'9"7%$H63 MX3"*%NO)&$6O+_/);#E<35]G:#@;H]%D-GF>KI;H?@P2$RH>T'>T7H[1_=T# MND,D1ZN4'03.$Q'84CG1?'9*ZACB%O+:WY#KN$X#/+H9WNY_AMNJ M_RH$MPK!-7S>%;Z(96HJ!#8?U@(HEI"@B DIT._A1DBN/K8_7^AXE8YG=/QK M8<F@-19V>5Q5]LNQ7 MEOU;+6=$Z-EM]%>0=&O2;M?W+_PU%/5ZW69_G,-^17" *6P5S6CW%PHO[I-A(MC7>KA/U!+ P04 " !+?FM2$K;$P#X# M !<"P &0 'AL+W=OW5W!/CZ:3OL-]/!X>O WW48?2S/=TDPWB^<=C(>^7*<:U :/!I#O-P@@ MU\ 3_:,EO%>&][+P_H'P#Q)8C$4]@R:C"A!DNFO#5LHF;:45U"&#MZB>GME^-XKJK=7\^M?1^L(VN_UZU43]NH%[N2? M9NO[90+]U@0F?"OCK4B79*[X0@")V%S$ IZP9<.JW GRF^R1XQSYL4"VV$B= M?<=VWF*?:.4O@;YBIPIRVU8U0#IM.T#W#9:ZK=)NI8(EWD>J1X!%$9K+@+AYC6V\">BU>;QOC_2%_O@?C;P(%;S4R9MP3:W< MKMQDS+WSEJFE2#6)>81$YRS ."J_RN43D.OLE;+C"ZR]7!H#O(XD- MLYB8^U)YH1[] 5!+ P04 " !+?FM2[;[[F90& #K)0 &0 'AL+W=O MP^K/;!!0/1Y,(XIA=I?_PZ(<30.(X[;5[:!'R.S\V?3TS.'B/^(]XP M)L!3X(?Q>6,CQ/9SJQ4O-BR@<3/:LE!^LXIX0(6\Y>M6O.6,+E.AP&\AQVFW M NJ%C?Y9^MD-[Y]%.^%[(;OA(-X% >7/0^9'C^<-V#A\,/?6&Y%\T.J?;>F: MW3+Q?7O#Y5TKU[+T A;&7A0"SE;GC0'\_)5T$X%TQ%\>>XR/KD'BRGT4_4AN M9LOSAI-8Q'RV$(D**O\]L!'S_423M.-GIK21SYD('E\?M$]3YZ4S]S1FH\C_ MVUN*S7FCVP!+MJ([7\RCQTN6.402?8O(C]._X#$;ZS3 8A>+*,B$I06!%^[_ MTZIO*PL+TR6 MU*W@\EM/RHG^>#*\ X/K,1C-)^.9O)S/!]<7DZO)]=TM^ -<4\YI4O3@PY@) MZOGQ1_GI]]LQ^/#;Q[.6D!8D>EJ+;+;A?C94,MM@MVX"Q_T$D(,O*L1 M_V*3=UQJ_->JO.>)>VE\2]9[7O0H+WJ4ZL.EWMP+, MCP7=R=Q#@GV]R )@) M%L3_&M3C7#U.U;LEZJ\B+M9R/Y*L]VFX8+I2VVOHI!J2;>^AC]JP!QU'AN?A MN"J* R'LD,*X2PN%)\ZXN3.NT9D;^IS&*%K)'?0A\A^\< T6G"T] 59TX?F> M>);4$AM 5RMY1X7.WXO]).UC\Q(GBGX4![X8,7,+GI:X2'(7B8V+,9!;?'#( M71@)%NL\(04#(=+D0S,,=@O#9KIAN#1I[=RCMM&CT8[S)&E;[H4+;TM]L-QI MR["M<<8M%J%F&"[6ZF6EMA-G.KDS':,SLU PSF(!V)-L)&-M>74*,V,7HJ*% MFG$$:])2'(<0(:6N='-7ND97;G_NZ))'H0$RO5Q5KPZ&048"/[%*NYO"0@H)*DT@ M5%L'1,:9KR47P)8^TWN? 1$!BY1"M7% 7$M2%8V6Q,L(ACVNIJ]:0J+ M*$:.CNH7&ITOEZ;-M*=>*[Y#,^!M" )U7,>XB!#-0!>A7I$AV<".+42@HCLT MXSW/XE$=ENR^IS,HY,).+86H0 C-)+0JQ*YFV]%65]>R2;+0>.J/HC'LV948 M+VF *N1)TS&B$2EN(S-DKZ)0;/QGX!TLHN'RJ!'P9%*I[Z<-C\[.3/M)+-NE M 4**V*B"V+8M2:;GQ !=3Z(;IVM*JO6=>G3T$&'>">9Y.SS:M\/3K!TVI5%M M!:B6K0"IK0"9MX)Y63>O>[1%1=+#E_W[J1T*SL@,Y]11+W?TDRK<9"E] FRU M8NFYF[GWF%9, YVJ%:;PB\SXO=MPV0D%R3H#WV;#/^?@/_!+Q:!PC&K!,5(X M1F8<%Y)P3V,O!OMCVN2YZ(%R+]UJ2O@VK9B@VVQ#8_05:9&9E-\B&H+!6J8@ M#<5QZ+6/I18-&E9PQ4XM)P<*D]B,R3O& ^ G+E:ORJ^XB#;\LO\ZM4/!#9OA M9HCRBP)_GPP;W@J:L*O=C,Q$*27T6V M]TF\HBYNUY)X!5EL/F=X,P,O*R:H8B!6N,9FFJ:42)]$AS(+AS#+R\'A*6 ) M)J$P;S]8(1?79 M[[4DVJ_,CL*E:Z:98M! 1OD7CL5!<-L%6M"*U/$$3Q2A2\Q/TL&*"TNZQ=?3V1_(:U!7E:VD(\-E**G*:'9EE MOG^S:'\CHFWZ0LA])$04I)<;:23CR0#Y_2J2Y,MNDG=,\O>[^O\#4$L#!!0 M ( $M^:U)D.&D,D0( !(' 9 >&PO=V]R:W-H965TZ.LSW:,?XLBV+2HR-7,KMM6F*)"8@E3OC'%EA.<:E%9F(YE!6:):65$([TVY]&(U;*@%9ES).JRQ/SMAA1L M-S9LXWUA03>Y5 MF--KB#5D2^;2=4EJ02E%6(DVQL3.SKZ5#9:X.? ME.S$WABI3-:,/:O)73HV+!40*4@BE0<,KQO%'0RBF$EBLE:HM^3M9 :=03A^J404?4&$_RN]0_BF4VX?R#U&>UX\*.E1P"N7UH8)#E._T MH\(.%9Y"^7VH\! 56/VH08<:?(I:Y01.Y@R:K@\X. !Z_I'F&'; X>= )F&/ MI]#??<#A83?:H=\1FRUZ:.0$]O#_N,R]$TO=%@^8;V@E4$$RT%E7(?0(;T[@ M9B+95A]B:R;A2-3#'"XMPI4!?,\8D^\3=2YVUV#T#U!+ P04 " !+?FM2 MG2:LCJ<# !!#0 &0 'AL+W=O)LORKL VXMM,%6+K 3K:'80^,?+:$2J)&4G8-](_?459D M!Z$UI=A#_6"1U'T?O[LCC]1H+^07%2%J^)HFF1H[D=;Y!]=5880I5] M;(1,N::NW+HJE\C7)2A-7-_S>F[*X\R9C,JQ>SD9B4(G<8;W$E21IEP>/F(B M]F.'.<\#RW@;:3/@3D8YW^(*]6-^+ZGGUBSK.,5,Q2(#B9NQ,V4?;EC7 $J+ M/V+>A/AB.K?KL>,919A@J T%I\<.9Y@DAHET_%.1.O6?F:_ M*9TG9YZXPIE(_HS7.AH[ P?6N.%%HI=B_RM6#I4"0Y&H\A_VE:WG0%@H+=(* M3 K2.#L^^=K!Z6TX?%I]L93)?+Z>=/ MB[O%YX<57,U1\SA1[^ 7>%S-X>JG=R-7TWP&Y885]\UILK\'SWX/O ML;X%/FN&SS$D.#-PSP:?MX!W2KCO6>"+UG VM,!OVL,'+^$NI:C.DU_GR2_Y M.A?XEJB0RS "GJUACCLJ"3EM< U3*7FV1=-^#S.1:4F;%;2 >Y2F\ #]P>\Z M0JG@K]^(%6XUINKO!DV=6E.GU!11$=0R@D89,Z$TB W5N1UF!=KF/1+TSN?M>4'_?.KC MF@A>"^P/.YU7AC<6PV#0'UYTIEL[TVUT9ED%<;J56"85'E"F"K[!;+I:-"2M M5T_0^V$64K_6U&_E-*^=SE'&8@U7<08'DJNLU:>9E'E'J*WP? _RA6>#VK/! M_[Q%!F_9(L-:QO#M 0[I29<'FXAFMLZUY_W<$!SFG0X?[S_"DR =<;26JHBH MUC'=':H-4(CUFL<0TKS37:DCVO M-)R'M'LQHNSLX&1OTUY*WV*&DE172B'A119&5EGL=5&ZG&EV.BB8WRK7I(H_ M)=;T5@SG4W>ZKXNAS>QRA6.G8X,UGQO/"K_!=U<[=CH<6/##U#MVJO*LN5P+=ER6+7M9Q8-KO LA'UX\= M+?+R?ODD--U6RV9$WS@HC0&]WPBAGSOFREI_-4W^!5!+ P04 " !+?FM2 M,7SKAR@$ 7#P &0 'AL+W=O#QVQO%X*]5/O0(PY"5+7BO@B0-EJ<=\/_0R+O+>9.SJ'M1D+#%):]B240&N18R)PH6%[U+>G[#F 6X%C\$ M;/7>/;%#F4OYTQ9NDXN>;Q5!"K&Q%!S_GF$*:6J94,>_)6FOZM,"]^]W[#=N M\#B8.=F?(C&KB]ZH1Q)8\$UJ'N7V#R@'-+!\L4RUNY)MV=;OD7BCC$BU1^Q]OO3C'SX[>/8,]BCQ7EQR7Y5L+,6=LK(GMM-[Q3H99Q"?D8!^(LRG48.@Z>GP40-\=C*<^0WPZQ/@ MM+WWFV[X'7\E@>_0_0XK@VKJ T<7M-#=K\'.=;XD7Z369(I3_XI1M>4JT>3O M+]B:W!K(]#\=??6KOOJNKWY+7]_X"YENC":7>4(^RSG>Q(;<+^Q8AI](O.+Y M$HC(B<&&J H^82&6&;@*>,$@U;@FYY##0IBFE3@M! R= )NGSQ-*_6C@^SA1 MSPW2!Y7TP2^EQPH284B\9U'3RS XEC ,6P6$E8"P4\"U-@(C%!*2BDP8[A(9 M?RG.&FBR1$^4>[Q60BIB))%;K-(KL=X9F^#SIO46'@L.<4]JE3RL) ]/E,SS M?,/3 ^6+4GG3^S,\$A0-@P,+"^''[:COE#?K'E6Z1YVZ;W.<:=RGK$CH'L-" M*&WPBE'Y"EPUCF9TI)*Q?M!N;U3)C#IE/H(&A1WC4B2;/ :%29WOOS!KJ845 MVJ1J%AVI:I%#_7H3\3L%3;E>D16D"9F_6E6XGZ-)1;ZTJ"@9]V4,@FC4Z@W= MV]%HIY@?(H67CLRBK&9B[YZ0M(YC&OQB5M/=VGOFZ:98:3S%;S^.<]RX^1:$ MX4'FL7Z[AW5GZV _JIM5W59+L.Q>- M(MJQ_.KHH]W9]V2.PO:0J0XC.GI_X^I,H=VAVJ!"D)G=:';E&3;I.F/3AP!*M@9[9)LO]^9T-8?J*\@&WN^^Z^ M.W/77POYKC( 339%SM7 R;1>/KJNBC,HJ+H52^#X)16RH!JWV2+3YL -^TNZ M@"GHM^5$XLYM6!)6 %=,<"(A'3C#SF,4&'MK\)W!6NVLB5$R%^+=;)Z3@>.9 M@""'6!L&BJ\5C"'/#1&&\:?F=!J7!KB[WK)_MMI1RYPJ&(O\!TMT-G >')) M2LM8BHIF%?BC61QAK9S,(FTZ)1/N.F[%,M\2M# MG Z?OXZ_O3R1V?#GTY3BP*(IAM0))6B(+'@FO&2\06A/"$)4_4)) 0O MGZ2F?(I<1: IR]4UDKQ-(W+UX9I\((R3629*A4C5=S7&:[RZ<1W;J(K-/Q-; MQRMOU8[\5L8(XEO2[7PDON=[)P(:7PSO?#H!CRZ' M/[2HZ3:UZUJ^[KG:5<6:T0V)L"RY4*4$\FLX5UKB__2[Q46O<=&S+GIG7$RD M6#'[BV.'P7+NW(ZK.7!(F;X^5=B*]=ZRFLZS"F_N_6[?7>TF^]C(V[>(VBSV M]-PU>NY:]=0ILS?[S%4^):VDY+KZ89O39GP,;=<\.!_A M6*FFP'^::B:]4+E@V'MR2)'2N[W'_,JJSU<;+9:V\\V%QCYJEQF.1I#& +^G M0NCMQCAHAFWX#U!+ P04 " !+?FM2:J8YC'D# !L# &0 'AL+W=O MU)@><4/A,&;+1<%5M 4.U<>!,$; Q6Y&WA>XA:8,F[V2G>XD]$![\B*J.^')P$M MM[&RH05ADG*&!-F.G1O_^B'1>B/XG9*C/'M&>B1KSG_HQF(S=CP=$,E)IK0% M#'\O9$KR7!N",'[6-IW&I0;/GT_6[\S882QK+,F4YW_0C=J/G8&#-F2+RUQ] MX\=[4H\GUO8RGDOSBXZUUG-05DK%BQJ&" K*JG_\6N?A# [=B"H@: -1!> ML ;"OD!4 U%?(*Z!N"^0U$#2%TAK(.T+#&I@T!<8UL"P#227)LX[S9S7UX?? M3/;_9OLB@=&T/.>EQ*SC1RY"F+6GMVL MCN^VBB^X$%^('L'Q7J(YVY"-A5]V\W[08<"%9#49"TX9NPTZ+(%G"6C:C:_( 7#O(C[KQINS^TX)]ZC]V*W_<>NQ5? M]!Z[%5_^VKQ__K74/?3'!QVK.&SV?6CLA9?V?;6UG_$KFE&9Y5R6L(__NEE+ M)>!F_+O#1=2XB(R+Z%+(X$ JFME279&I(76=\#+Y& S2.!FY+^'PK6IF40VC*'VKFMML M#:-68NYLJC!H>?QD4<%":GF\MZFBN&5K85&%9J^?JY8V59@D+9>?;7D-DD%[ M^JTR+XA;"\ ]N^$+(G:F;I5P*9=,59N^Z6U*XQM3(;3Z;_WKA6_I7T(I756^ M_YFOZG X-G<4KOJ<;,&5=Y7"BA55;5LU%#^8^F+-%=0KYG$/GP-$: &\WW*N M3@WMH/G F/P+4$L#!!0 ( $M^:U)OSP/XX ( *T( 9 >&PO=V]R M:W-H965TP"Y]2:CLW:,Y^.V4:2 MG,(S1V)3%)C_G0%ANXGE6H>%EWR52;U@3\=KO((%R+?U,U?>1B.--X"?.>S$T1CI)$O&WO7D,9E8CC8$!&*I%;#ZV\(<"-%"RL:? M2M.J;ZF)Q^.#^H/)KK(LL8 Y([_R1&83:V2A!%*\(?*%[;Y!E6>H]6)&A/E% MNPKK6"C>",F*BJP<%#DM__&^JL,1P0TN$+R*X)T3!A<(?D7P/TL85(2!J4P9 MQ=0APA)/QYSM$-=HI:8'IIB&K>+G5&_[0G)U-5<\.7W\/O_Q=(]>[W[?+U ? MS5FQ9A2H%(BE**P5P^: '2U! II+GOH*@*)!?Y7Y#F>TV)H_FFZ>]-"CSY/'W6D\>O=\HV>?U$O!W0&M1: M Z,UN*#U EP3-HVJ22&AJC/C>U4E6Y[7+4FPG5\_Q04-4%]/P@^4">VA[7M M8:?MA<02VDR7M*##=!/AAV>6FY!A,&@W'-2&@^XZ,ZX.']IF.6CHB 'GJDY4B_V%M,-K@\K8EJ%YC&K1L1_G0 P 9PT !D !X;"]W;W)K&UL MG5=;;],P%/XK5B2D(D%N3;<6M96V=@@>!M/&34(\N,E)8^'8Q7;6\N^QG2QK M(7$V7EI?\GW'YSL^]O%\S\5/60 H="@IDPNO4&KW)@AD6D")I<]WP/1,SD6) ME>Z*;2!W G!F024-XC \"TI,F+>PAVHS[L;H7M!RY*1$I@DG"$!^<*[B-ZL(PNP7WPAL)=' M;619PLO-"L""JDR%%C_W<,**#5,>AV_&E*OM6F Q^T']K?6>>W, M!DM8%,/99#CBJI;OG\'C4,3PY=R*NTOVC??AAY**ZEXV8#U"DK" MZG]\:(0X D1G/8"X <1_ Y(>P+@!C)\*2!I 8I6I7;$ZK+'"R[G@>R3,UYK- M-*R8%JW=)\S$_4X)/4LT3BW??UA]O+Y"GRZ^7=VAU^@64LY20@FV4=F V@,P MI I D.=@@X04/B"!%2#,,CLE%5:5XN+WX]1H#0H3*E_. Z67:8P%:;.DRWI) M<<^2HAA=H3B,PXX%K9X,CV8= M\/73X5.'-^,V9&/+-^X+&4MY">B3EGI-9$JYK 2@[Q<;J81.HQ\.$TEK(K$F MDAX3;R$#@>E18$U0NT+IYHDC/PQ?="G^G[CU\W$G DQ: 29.HCME-O&I^Z\0 MT^J+,!!CE17;*XV2-_VJV*&S8*_?/P15=&K=W T)\Y53EK53ES\ES9 M(\!*P(4^49G51:*,Z D!3*%<\/)1MBYEW!9"/^I69@C6LUV&8+%3E_-6EW,G MSZK ; N(,.LZ]":+FV44^Y/N\*X&@)$_[MD7@\#X'^") M-6@:F3Z0,W1W6E M[X<-A8#IXQL?L&XB+A#75X1 1$$INT1Q$T=]&\(-"XTB78*X8C)D"!K->G-DT.K$'->N+(F.JJW(2=;K?%\7"U$<%2!EB"VMI*7*.454W6=UHZVKX4+6R/_-7YI M7A&VLGVDJ9\@UUAL"9.(0JXI]56H[SQ15_5U1_&=K7,W7.FJV38+_1("83[0 M\SGGZJ%C#+1OJ^4?4$L#!!0 ( $M^:U).U]VZQ@, )\- 9 >&PO M=V]R:W-H965T]^:8,"J$S/;E/;;7SND(8V=K+IO($[..?[YQ#[_D\F1BT>Y(T2! MYX*5[PE2Z)^[>^% M'OE-E#4M2"DI+X$@FZEW"V_F,#4.E<5O2HZR=0W,4E::<_4/7:C?U4@^LR08? MF/K)CU](O:#(Q,LYD]4O.-:V@0?R@U2\J)TU04'+TS]^KA/1:'KA,3FI+D@ M3Y'B]OQ9F'8@;:,L#=R,4<,8#3)^XU*"' OQH@O8$0OW5HNLB5$61$$'SV&% M8!2Z >,&,!X$G.M-0]7?$6,[@4G< ;1M4-R3OZ3!2_ZR 1411+X%=/$E-E\: MP0Z@;11'D1LP;0#30<#;/!<'O0&U?"A&M%PH9_I2&V\<)QT\VZ@G>UD#EPW" M_5 [(EPXF353F*(.C6TSAHF;!P;GXAT,$CUPA9E1K6ZUU)31PD/4W9@=\DFZFFP=Y]$,T MR/E=]T[OS2BR7^H86@FUK=*P#_,L)3!\OT2UY'E(I^!9"^"P&.A"@J:E#(GP/=FWKAQ+5K M_0@&T;B+ZS!+8(^LPK,DP&%-\_U]VA+Z#-;8#*S!KN$N6:ZX;##&HS5:XAGF#^M;*MZ,FB5.,IRSA.2 MXL7%X-(ZGT(H#0K$CP1OV=XSD*D\$?(L7Z[CBX$I(\(IGG-)@<3?"Y[@-)5, M(HZ_*])![5,:[C_OV'\KDA?)/"&&)R1]3&*^NA@$ Q#C!=JD_(YLO^(J(5?R MS4G*BE^PK;#F ,PWC).L,A819$E>_J/72H@] VAW&,#* +8-G X#NS*PCS5P M*@.G96!U&;B509&Z4>9>"!9<2J^)L*. MCV?W-Y/?O]Y\BZ9WLU_!](^'Z_N?X S,.)D_@YNU+"8#)Q'F*$G9J?CR,(O MR2^G(X,+[Y+#F%>>KDI/L,.3!<%WDO,5 ],\QO$A@2'"KF.'N]BOH)8QPO,A ML*TO )K05 0T.=K<"A7FT?'F@<)\>KRYKQ'#K@MI%WQV5R%7B.(S.69B,"&9 MF$@8*H;B):4H7V(QN#EX>@/[N%OT5C1?;A&-P9_?!"6XYCAC?VD"N#?VV& J8'82PK8@"9CG0LM6R^'4R MOC:9($-5_P_^B\81U0^*F=-^SMO+V(2(VO?$5Y,,([%A8,)V?N]ABA)'*C9%B:ZD=*L&9;[T9'R!6QW : J +P+8"T#*,H1DS1%E$G+ MLC3JRI11A'L:V>8P]-N54<)LV*[,>Q@,ATY7QVN6/4N_[JG&U*>J4+J7$Z%> M!@4.^D//:NO0BSL4HEDR+?V:>;@!.#(Y_\CD*AP\K)[=SDU!)V"!VY%;LWQ; MP<=FET^M='!H-2 M<(]IQ@J-?F*AT*GNU-3L"J"IK=9CNR2T]CW?\\UKWV\*W]4!3>_)*DR!#[+R MY.>!&+TQY5'M*"*X(Q*'R0ZFZ#BFL&8*NIBF/4RPU$57DF9S!?6;JQ^8<:E_ M-7)Z1-=SV?UQ-3LBJ-\1%1O]:L,]W]^8BYE"6EK]D,]T,B+:3,QMB[ M]L@P71;W34S$N8M0M]9W6I?%34ZK_5'V'=%EDC.0XH6@ M-(>^6"5I>?=4OG"R+BY7G@CG)"L>5QC%F$J ^+X@A.]>I(/Z!G#\#U!+ P04 M " !+?FM2A9/)=Q$% !U%0 &0 'AL+W=OLB>^)D2 YR1.^55O+<3FTK)X ML"8)YA=T0U+Y9DE9@H6\92N+;QC!8::4Q!:R;<]*<)3VQJ/LV2T;C^A6Q%%* M;AG@VR3![&5"8KJ_ZL'>ZX.[:+46ZH$U'FWPBBR(>-C<,GEGE2AAE)"41S0% MC"RO>M?PN@0KED=(G=?,AO.K9RB,2DT H""Q_=F1*XE@A M23^^%J"]TJ92K%^_HO^8!2^#><2<3&G\.0K%^JHWZ(&0+/$V%G=T_YX4 ?45 M7D!CGOT'^T+6[H%@RP5-"F7I01*E^2]^+A)14T"H10$5"JBIX+8H.(6"TU3H MMRBXA8+;4(!^BT*_4,A"M_+8L\3-L,#C$:-[P)2T1%,76?8S;9FO*%6-LA!, MOHVDGA@O[F^F/[^_^64VOUO\ .:_/7RX_P+.P1WA@D6!("%8"!H\@9,9$3B* M^:E\^;"8@9-WI^ =B%)POZ9;CM.0CRPA_5&H5E#8GN2V48MMB,!'FHHU!_,T M).$A@"4#*:-!K]%,D!%Q1H(+X, S@&QD:QR:OED=#C7JL[>K#S3J\[>K^X9D M.&5IG0S/:<%KUM Z9:0;@;IMD!^DI 2[D36G:\Q(_Q4E^0JYU$CU77^HZK;3N-@O7>P;HYXGFYB^$ (6A.VB0/XJ1\_59A*"*4WD M#LNQVJ/.P*\TW>4!7>\Q"_G9P7MYPX64$>!%[M=W)*"K-/I3"O]^_2@3*W>X M/PP9]4IW/6-&L\H4W@4UZ[K5E"/YM8QY<.@=IG5Z+(0\VVGD_EC(@8.^/O%^ M&8EOC*36;KRCW08EY."_ZN!A"3DT>GFS%5S([2I*5P +L"$LHLIAS$1'6T^& M1PTKDV;;J%& 8S'H^VC8+,&Q6-^5:"U%@':UG]O& ']B..U>HY,"Y7J3=LA*.3\P=]UVF)I\9/T!B/' >6)'I+1/!X0XE<7 6G$AA[T MFO'HT!RGK3RH"@?]^QUT4H <;J&.,_1;S%>4 )U_T/XD[?;(.?+(=3S?.>J7 M8SG=*IEIY'3+9*Z1,ZZ3BLF@F/,>E,QC%WM; 6K&@+FGGK MD>8'-$EXZ@Y7Q5J*H^?>%8-9T[]!VQ4'03$*E M;5S89J7MH&9;E+9?-+:+U)@MP4P50)"HP0]X(,0ONLEQ^C:<08[#@1PE6Y!F M'4@H#P:@;JAY!Y130@PT$(>UJ5@5^M_#/ ,KSH8#8Q8>4E9AUT<:N<+4-=&V MS>!H(O$A=%L6547VT,SVG;Z<@7W1^^"U]XL]D2Y!H=LVCG78?D.K'W[C5!2/ MS!2O.$2MS=Q3G6L= $[>\R9G*GY&9GYN&V!-U2X@.R99C91FE-5(M<^RJ.)I M9.;I(WKX2WZ6V3ZXC7%JREO%Q,C\=?8_6=>H(DS4_>W7T75F *_8'DW>5'2) M^M]:G_DS";;JV G<+).=VCQN*Q M:L=+"6&K[%R/2_!M*O*SF?)I>79XG9V8-9Y/X.4\/P&L8/(#R8^8K:*4@Y@L M):1]XJ,,E">MX[\!4$L# M!!0 ( $M^:U);6_#(L0, -T- 9 >&PO=V]R:W-H965T5S6^0<2&Q :6*[CN/;*:&9->R;M0<^[+.E3&@&#QR) M99H2_F<$"5L/+&QM%Q[I?"'U@CWLYV0.4Y#/^0-7,[MBB6D*F: L0QQF ^LC MOIU@7P.,Q3\4UF)OC+24%\9^Z\E=/+ <'1$D$$E-0=3?"L:0))I)Q?%O26I5 M/C5P?[QE_V3$*S$O1,"8)=]I+!<#JVNA&&9DFV M06"A:"DD2TNPBB"E6?%/-F4B]@!*:#W +0'N,:!]!N"5 .]:0+L$M*\%=$J MD6X7VDWB0B+)L,_9&G%MK=CTP&3?H%6^:*9?E*GDZBE5.#F?J /Z#OAG&12H)L0)*&)>*<6GZ<8!?=LTPN!)ID,<2'!+:*N K;W88]NX3DU XZOAN%<# M#Z^'=VO@D^OA04,RO&H//$;)T0(Q&;;74.,(_/%HY]?E"FZDY"*7PV. MVI6CMG'4/N.H>BM4Q1&29#'-YNB&9D@L" =1^V84C+YAU%5K-53[M=K?JE.+ MMM,^M E/;?R@=T0TJ2%J8P=75@>:.Y7FSG6:55&> 940Z_3")J=<#2^([YQ$ M].%$V[C&R/>Z_E$&:JR\P,-GU/F5.O\Z=; !'E$!*.*'U;M852Y:A$T6!X*PLVNF M3O.[1BA'*Y(L :F23.>94B)9I:^V:1!&9O7>,38'/S?U!H(@M,UD<#:O5ZH[RT9S,C]9'^#8L;AH[ MFN+BA0F9I8AMXQBG/Z])1'>7':.S?_ 4KM8\>Z -^AN\(G/"7S:S%.ZT M4B4(8Y*PD"8H)EK=C,.+CMZ9A&)B,\S M"0S_WL@-B:),">SXMQ#ME&-FQ.KU7OU6. _.+# C-S3Z$09\?=EQ.R@@2[R- M^!/=W9/"H6ZFY].(B;]H5V#U#O*WC-.X((,%<9CD__%[$8@* 734!+,@F#+! MKB%8!<%J2[ +@MV6T"T(W;8$IR X;0F]@M!K2W +@MN6X!4$3R8X=8G3]YG3 MVXYAE,D^RG8M99]N0^1;RPM+5.40MF%*&W!AV(,DVP6SGD* M;T/@\<'CZ!E-O\_G:#9Z0O/[JZ<1^HJ>B$\3/XQ"+&8*76:%'OH()P$*PFC+ M28 2Z! 190QM"$SJ-4X).AD2CL.(G8+$RWR(3KZ?R_O"YT$W;T]V&*K;*9F )/:M&;X33 M)$Q6#,U@3L_%G/[[:L%X"FOE/PWZ=JEO"WV[1G^<^#2&/C&%OG&*EBF-T0W, MPS#9PJCH.W02T7"@0SQ"=X&V\XS?S] 5YVFXV'*\B CB%,W KH2K7_#I&?#5TVY'<:M(Y\,@I/7+:>82E1$&R8U@^8!7S M7]O0EQL%S.Y:WB%JJ$!!4?0.42.5EF=+17&K M0'5M4QKQ3H$R'4>JPWLE*IO(5=18@;)$LZFB)BJ4HO15<;5ZEB'5B I67_J] MLE!ZC87R0VR)H=#Q&Q3ZBJ!D&R^@T\!$+[8(BNI )[!7R%^?JJ9%[ZB<#5?O M.JXIQ?%! ;0=TS8\*493!=#L.CW+[:G==TOWW?\Q\_V/QOZ:4CJ56JXT MXE2)\AQU(KTRD=[G6_@?365N;W8"J?JI]_2#GQ3HNQJ6!+M7P(Y18^]7R]/D MEXB'WW)CVJ1[D%]#_S@4Z>TR_ >3>%W8)!5K3U[SU#!3ZF)#-:PKP49JF#3F M;0U*VEK&ULS5;1CMHX%/T5*T^MU$X<)Y.0"I!F@%4KM5T$V_9AM0^>< %K$CMK M.\/T[VN;$""$:!YY =NYY_C<>YSX#G="/JLM@$:O1<[5R-MJ77[R?95MH:#J M3I3 S9.UD 759BHWOBHET)4#%;E/,([]@C+NC8=N;2['0U'IG'&82Z2JHJ#R M]R/D8C?R N^PL&";K;8+_GA8T@TL0?\HY]+,_(9EQ0K@B@F.)*Q'WD/P:1J$ M%N B?C+8J9,QLJD\"?%L)U]6(P];19!#IBT%-7\O,($\MTQ&Q_\UJ=?L:8&G MXP/[7RYYD\P353 1^2^VTMN1-_#0"M:TRO5"[#Y#G="]YO=2%. $%\!4!J &D#HBN L :$;P5$-2!RE=FGXNHPI9J. MAU+LD+31ALT.7#$=VJ3/N/5]J:5YR@Q.C[_/_D%?_UXNT7RV0,O/#XL9^H@> MN&8KEE?6$K2$K)),,U#HW10T9;EZ;V+4EDI00U\;$9;*S^H-'_<;DBL;!@1] M$UQO%9KQ%:S."7RCODF!'%)X)+V,4\CN4!A\0 03W"%H\F9XD'; IV^'#WJR M"1M#0L<77N&[5OO9:Y97IF!H+46!)J(H*TW=JR/6:$8E9WRCT!PD6EIGT+]? M#3'ZHJ%0__7(BAI9D9,5O466.LJ",UG9N2PXR"J-+'=@T#O&ZZ/SONOL[$7$ M3H3]9+V,HRB]#\G0?SEU]#(L'*0XC,[#II=A)(V#)&G"SDIQWY3BOK<4"U!: MLDR;I,WKF3WW5#=N*.-;,CUI9"6W8'IR:7H8)R%NF7X9%@8#C%MG8WH99APG M:=AM^J IQ:"W%$OK-!*ES5+UE#9M^-);:D(RS! M,1FT/.]B"PA.HV[3@Y/;,>BMQB\J)>6ZS_& ',G(37E^O'*"\"8\#R]<:K_C M'2$1;G_6.X+B),4MK_V3IJ@ N7'-I3)95%SOFXMFM6E@'US;UEI_M(VM:[:. M-/NN^!N5&\85RF%M*/%=8BX.N6\T]Q,M2M=Z/0EM&CDWW)KF'*0-,,_70NC# MQ&[0M/OC/U!+ P04 " !+?FM2:B9LQ1," !7! &0 'AL+W=OX4_K95 !(7FHAS3RH$)M[ M2DU60!3L]/6HB,EYS5(PY4D&HIYL CO MES/G[QV^<^C,V9JX2@Y*/3OC,9\'$R<(!&3H",Q^CO 0CB0E?%[8 9C2A=X MOC[1/_O:;2T'9N!!B1\\QVH>? Q(#@5K!>Y5]Q6&>FX=+U/"^%_2];[33P') M6H.J'H*M@IK+_LM>AGLX"XC""P'1$!!YW7TBKW+%D"6Q5AW1SMO2W,*7ZJ.M M."[=HZ2H[2FW<9@LG]+'[3I-2;K^LEEOOY'W9,NT9NZNR)L5(./"O(TIVEPN M@F8#=]ESHPO<,"(;);$R9"USR/\%4"MR5!J=E"ZCJ\059#=D&KXCT22:&"AM M9^ 5['2\@*G'3B]@TYY$]M HC5R6Y.?B8%#;=OEU!3\;\3./GUW ;]OZ )JH M@M@Y9H;J&,2QO1X+H">/78-NO0M;4BF6HG]NX^[X]0L M^F;YZ]Z/W(;IDDM#!!0V='+SX38@NF_CWD#5^-8Y*+2-Z)>5G7S0SL&>%TKA MR7 )QO^2Y ]02P,$% @ 2WYK4LI8X2K[ @ $@D !D !X;"]W;W)K M&ULQ5;;3N,P$/V54;0/("W-I;FTJ*U$+\LB 4*$ M[CZL]L%-IDU$8G=MMX6_7]L)H92V0N*!E\1VYIR-XTMLP_B@R1 E/94%% MW\JD7)[;MD@R+(EHL252]63.>$FDFO*%+98<26I 96%[CA/:)B9M3L^ MZ+&5+'**=QS$JBP)?QYBP39]R[5>%N[S12;U@CWH+G*5]BU'*\("$ZDIB+JM<81% MH9F4CG\UJ=6\4P.WQR_L/TSR*ID9$3ABQ>\\E5G?ZEB0XIRL"GG/-C^Q3BC0 M? DKA+G"IHYU+$A60K*R!BL%94ZK.WFJ"[$%<,,# *\&>+L _P"@70/:'P7X M-< WE:E2,748$TD&/2ZZ>Y@HG!\-I?'4[B6.( M)Y.=(-NW&L[;A:Q_@ MJTT1,.>LA,F31$Z5)R.S6Y +4&57#M'%V;7ZIE*X$ *E@#_7B@>N));B[Q$5 M?J/"-RK\ RINU:'$*R7[+*[ D0'KPV<]B%PG4NFOM^N^)\H+ N]MU/A]5! % M0;>)>J,_:/0'1_5/6W'K2!G"AB;\0C.B1D7T&3,J<+A5P-#KAN&.&>^C@L ) M@ATSWD?Y;3]T]YO1:?1WCNJ_HJ9N^D@AQ9%Z=!N^[A>ZXCJOIZOS&5]J]/;. M[KCNSO8?[8ER([\;[1BS+\QWNIT=9^RM9J%*L3!-5T#"5E16)VJSVC3V"]/. M=M:'NN&;)O1*4_TMW!"^R*F N>*TFE%ZDOD50.N)I(M34N:,:G\,,-,_;0@ MUP'J^9PQ^3+1+VA^@P;_ 5!+ P04 " !+?FM2$)Q^-=8# !@#P &0 M 'AL+W=O+:1Z"C 2EXFN3X@0)69%E(W\8X)=NA!K5=PV.RCKELT$>#3;C& M >;/FP#%X-Y"1F^(NGW).+Q M4/,T$.%56*3\D6QO<3T@1]I;DI25OV!;:PT-+ O&25;#PH,LR:O_\'<=B#U MV%$#9@V8;< ^ 5@U8/4%[!JP^P).#3A] 50#J"_@UH#;%_!JP.L+^#7@MP%T M*G'&+G-&WSY@D^RC;)]$=NF&9;[U:F*5LW(2\G TH&0+J-0+>_*AG-HE+R9C MDLM5&' JOB:"XZ/Q@;^#C!/$Q2]DEHGX,)^/CA$_@ DAP\Q:1@81ZQ@X4C!S[MY:'88T$5,FL"8N\",S4Z+$[R\ !;\#$S#-!0. M777C =X(W#B)3[KQ>9%WXM-N_"ZDG^Q*_';WF-7XK/>8U?B M\_/R_O6\T"WZXU['++::Y6V5]JR3J5B+(Y.+=;PAE"?Y&LSRZNB61^"/A9"# M&<<9^]G1F=UT9I>=V2,ZCM^H#O+M-/EV.O/]1,,B"X'8\67=(V95 MPM\ZIA%JS**_/V?=IC/WC#D[KV"T%S?;1:[;RH%"Y5LN;.7@6&7YR'?4.? : M_[U._P-1 "2$):PC%GYCR__[@8?&>^5AG!/ZFD:'*\YJSW^5#-I>:\-8*&00 M(62JHP_WRB?8'7\9*@8R'"5+\4DG/,:T*SSFNV7S'V3C_:" UEG9L([W/X2L M=C*.51#YJ)T+A4JB:Z,"U?L@[2ZSE4OG&S*DOJ%<%&BEX^Q MN )C*@7B^XH0OGN1'327ZM$?4$L#!!0 ( $M^:U*C48^J*@, "\* 9 M >&PO=V]R:W-H965T+,=DHK[497+H)$KEYZXKHP12(D]X#IE^LN(B)4IOQ=J5N0 26U#*7.QY M/3.AX1A$P MB)2A(/KO 2Z ,<.D=?RJ2)W:IP'NK[?LGVSP.I@ED7#!V3<:JV3HG#DHAA4I MF)KQS6>H NH:OH@S:7_1IK3M8@=%A50\KN MTHX-W(TJ)Y/2"3[@Q,?HFF@RBR%^3N!JQ;5LO)4]P:V,(40G*/ _(NQA M[W8>HJ,/Q[+(#.;WZ_8&EC"M[.<-;(\"S6H*Q18VN!0A8 1!3&: M$J&>T$*03)+RF_GQ19NB*P6I_-GBJ%,[ZEA'G0..;HIT"0+QE?Z>2Y>Y=;G- MJT2_44N.)R5[S[*;=O,P\@?N0X.@;BVHVRHHI#+G4NO0DI9:!V'0$F:O9NV] M;SY/:T>G?Y'_ %)150A >2&B1++6BC-IP+S,MY4F7\-/U54MP_9JY_[Y9]+U=A_):@YB2)WW1*(D4?_YF-C8B M[W4>>QC7:2R3W6 5](/@N5788-7Q<*^Y)/Y>Q_7_N2AWE,%C6[;PCAV_)&I\G:J3^NI9VSO^A?G$S,-V1MZ1U..4M=$K&DF$8.5IO1.3G43%.5T4FX4 MS^U]O>1*W_YVF>B)#H0QT,]7G*OMQCBH9\31'U!+ P04 " !+?FM21OSR M>'T" #X!0 &0 'AL+W=O52NU7=3'IFG:!P[-H2ECT3[ G[< M<^XYMN\=KH5\4!FBAJL5LP7CK1T*XM9#04M(OZOEI(FKD=2\(++!47)4A,1\ZX?SH=F'@;\)WC6FV-P3A9"O%@)A?) MR/&,(,PQUH:!T>\1IYCGAHAD_&DYG2ZE 6Z/-^QGUCMY63*%4Y'_X(G.1LX7 M!Q),69WK&[$^Q]:/%1B+7-DOK)O8P8D#<:VT*%HP*2AXV?S94WL.6X#^\0Z MWP+\UX!P!R!H 8$UVBBSMF9,LV@HQ1JDB28V,[!G8]'DAI?F%F^UI%U..!W- MKQ:7WW[.YS"97\_/+NY@<3F^AL,9:L9S=02?X?YV!H<'1W O(2[3-2*E8D: MNIJR&PXW;C--FDS^CDQ]'ZY$J3,%\S+!Y"6!2[([[?Y&^\3?RSC#N =!_Q/X MGN^](VCZW_#^USUR@NXH \L7[."[0?C MMO:W,7YXW,4T0MVM(BI0KFQO4:2C+G7S)KO5KGV-;=6^6I]06VNZT#^:IB=> M,;GBY";'E"B]W@GIDDV?:29:5+94ET)3X=MA1JT9I0F@_50(O9F8!%VSC_X" M4$L#!!0 ( $M^:U)B@14[PP( "8( 9 >&PO=V]R:W-H965T3W"81 M_LALA])_/]M)0QEMX&&\-+9SS[GG'L?7':RY>) I@$)/E# Y=%*E\G/7E5$* M%,L6SX'I-RLN*%9Z*A)7Y@)P;$&4N('G]5R*,^:,!G9M(48#7BB2,5@() M* ML=A< .'KH>,[VX6;+$F567!'@QPGL 1UER^$GKDU2YQ18#+C# E8#9VQ?Q[Z M%F C?F2PECMC9$JYY_S!3*;QT/&,(B 0*4.!]>,10B#$,&D=?RI2I\YI@+OC M+?M76[PNYAY+"#GYF<4J'3JG#HIAA0NB;OCZ.U0%=0U?Q(FTOVA=QG8]!T6% M5)Q68*V 9JQ\XJ?*B!V WSL ""I \"^@SV;3V]GE_':)QO,)"J_GM]/YM\MY.+U< MHJ,)*)P1>8Q.T-UR@HX^'0]FO1P5;T1=#(.(&HA=K^%Q1X@;='4/ANN'_6(*==>]BV?.T#?%><)2<*!$6+ M0D2I_JA0R"G-E/[<%?IUIID'9NL]=D>?<&W:XZY?K^.>(UZH[-8JNXTJ9QG+:$$19JS0 M,@7?8*(V*,<;HW6?U.XK";ZW*_2%C%XMH_<>&0VV]VNF_L?O\6F=[+11]DUE M%TX$V,U%.8A(/W5CW>==,YO7ZGJ?&U2=U:K.FLW$3V^8Z7O/7#O]G2;G M_U=#WZ +O):WWU)WIQ-3$(F]H"2*>,%4V93KU?H2'-O6[SZ'ES?H#(LD8U(? M])6&>JV^/B&BO)3*B>*Y[>OW7.E;P@Y3?9&#, 'Z_8ISM9V8!/5?@]%?4$L# M!!0 ( $M^:U+-14YH@ 8 /L= 9 >&PO=V]R:W-H965T.$U]R:2XMBJ(/BD7'PDJB M2]');K^^U"6*/1HI:A=8/R0R?&I,CC5R&_IFO.%?D61TEZTELKM?G2 M[Z?+-8_]]$AL>*)_60D9^TI_E<_]=".Y'^2D..HSPW#ZL1\FO=/CO.U6GAZ+ MK8K"A-]*DF[CV)??SW@D7D]ZM/?6D/Z94'MC) C?@OY:[KS3+)0GH3XFGV9!B<](_.(1WRI,A.^ M_O?"1SR*,DO:C[]+H[VJSXRX^_QF?9('KX-Y\E,^$M'O8:#6)[U!CP1\Y6\C M=2=>+WD94.[@4D1I_I>\EEBC1Y;;5(FX)&L/XC I_OO?RH'8(6@[.(&5! 8) M5@/!+ EF5X)5$JRN!+LDV%T)3DEPNA+2_%*9(;7]K*'/+5SOD[&,,FJ\%Y) M_6NH>>KTU\?AW(/,IE>#Z]'T^&"3*\G-W=7PX?IS34Y>+P>/HZG#^?C M0W(PYLH/H_20?":/]V-R\,LA^87T2;KV)4])F)#')%3I)]VHGQ_68IOZ29 > M]Y5V-.NNORR=.BN<8@U.F>1*)&J=DO,DX '"G[7S*6LQT-QNF,]9J M<?84?JT<^PH??9CNL]_;.@6W>F#EBPVJV(WPGX3]^MOY] M(B.1I"(* []8#I. W.HRYHDJ&L2*3,+$3Y:A'Y%[WI\A^0M/MAR;)@JRFY.S_<3+*1UXS#KNO^S67AW%&#/L M?=08L67:GKF/.D=0CFD[^Z@)ZI?-]E$7B%^&:P'O+S%;>@^UCYHB*,N!?LWJ M*)<:[F ?-4=0S(;>+^HHV[5MKT+MZ6U7>MNM>E](D:9D(\4J5)C@!=O9#=.F M% 0P0E"N8WI < 2EMZ84"(Z@&*,@+28(RK)L(-(%YKW."R X@C(="KR?8MX[ M-K UJZ-LVS!!C',$9=5Z7-11%G,&!BZX4PGNM I^L^%2SR?),XFT\ICD3JW; MSY2Y%E!@A,"8Y8',&",HUZ NT!Q!698'4!,$9=;&]@)SWX:Y>(FA7 \6.1:C M"[V?82C'A:DQ1V">X0)C"PQEVR8NNEN)[K:*OLB*_(GK=T2N=X)+$7.B_&\< ME=]%1L9R33"SC1"851OF,8+R+ O*C]GR+#!^$PQE,M#C!8)B SC*EQC*LF') M(R@SWW;LR8^A3,+\0\0$<852N#1?(*C: M G)9!]&:_FT.[:.3Y,172H9/ M6^4_17KV%43/PK'>U:=*++^N111PB;^8&[5M'YH7& Y)# R&9 9JK9X:& S) M#0R&) <.JV4'!D/2 X4A^8$.,)(@**XE0W8.?&BW#,DGYG)6SC9H[],RT4_% MJ4Z7-"*?LW/0<)F_0@9AM%5ZCC_0"T @HLB7.]8.L<.'TEUO-U#CJ"XJ"H.; MV,L&F M%Q3NE4%0$1H\&#&J*6AO O18.\YP&1=F[HNP_*-JPU/Y<30N'LQS> M#=5PC;T/W$LWT2@4&<'58=,2UK+"SSZ&S/]?+(M6R_M"OQ_?4+.;T#]1R[/2 M)Y"U;FU!0&'PK&:,PVP++@@H#+Z5-Z Q^86CBI:1YY/XNC[8=Q=\5!')$\V!9W9#JA@KQALY7+M9_R[%0P3#1, M"?D=S1;DT,LU:V7W 6H_@/?#)=K]=(D$?"EYYG(6@0Y$PNC0>P6[?LY&*5QS M^SOW+3&7S_DM8JIK;YNHXC2V:JUN*H?Y?0UH/Z-?IA1IGV4WF_G]SKOYXEKT MRI?/H9[-([[27>DZU [+XJ:Q^*+$)K_M>1)*B3A_7'-?SP,90/^^$D*]?&PO=V]R:W-H M965TY[%SM98]V3+P&0O6AE_#0I$:LK MSOVF!"W\P%9@Z*2P3@LDT^VXKQR(;0S2BJ?#X2770IHDS^+>PN69K5%) PO' M?*VU<*\S4+:9)J/DL/$@=R6 YGE=C!$G!5+1Q9O*=LI0;CI37,03%-KD=7 MLTGPCPZ/$AI_M&:ADK6U3\&XVTZ381 $"C88"(*F/=R 4@%$,IX[9M*G#('' MZP/]U M1ZN[8+*U-.TL7KH^' >D)P+2+B"-NMM$4>6M0)%GSC;,!6^BA44L-4:3.&G" M1UFBHU-)<9@O5[/E_,=J?O^3S1]I7+)WMX!"*O\^XT@)@AO?=+!9"TM/P+X* M,V"CBP\L':8C:1"<$:'W0EWOP.!;(">EO=RTEYO&#)-3:8&R^/X\< M]\AQ1([_$\E^?R,/=H>@_9\S_$G/GYR5?%_K-3AF"_:F(TR$EOA_-;GE749> M>%3[?#3)^/Y8 S_ZXN'Q?!=N)XUG"@H*&@X^7B3,M1>R-=!6\1*L+=*5BLN2 MWC"XX$#GA;5X,,*]ZO\*^5]02P,$% @ 2WYK4B/AVW=K @ 7@T T M !X;"]S='EL97,N>&ULU5?=;ILP%'X5RYVF5II*2%:ZK("T5:HT:9LJ-1>[ MJQPP8,D_S)B,]'+/TZ?:D\S&#B1IB*)>; D7^/S8W_E\?(!#6*DEQ0\%Q@HT MC/(J@H52Y4?/JY(",U1=BA)S[9>54J,TLHL8M0;CT:!QQ#A, YY MS>Z8JD B:JXB&'0F8(\Z=ZP)Z.X&O#@ >A!T"#0YB:ZX]C,TU%.#ZL #[T(>@/^R&_O/[>2 E MO6=_4J:;P/V1;1R1Y^HA#C/!^[*80&O0R(AAL$ T@K>(DKDD9E6&&*%+:QX; M0R*HD$#I>M2A?&.IGJS;MYHI58?#"!>RC6TCV/O<3=]RK#1#D%#:$1Q#:XC# M$BF%);_32CNY-;YP 2?/EJ5FF$NT],=7L%_0#CK(7,@4RRZ,#U>F.*0X,W0D MR0LS*E%ZQJF48%I("A0M*LA#J? M*,DYPW;S!P>,0[1:!PHAR9..9DHET08L(5A@J4BR;ODE43G#C5J54Y,-M:_^8L_QJQN[#]S\XMZ^5;<8[24ZNCY^C^] ?.\G@%$B> MP'%/IL?/T;5:QT[R.#/IN29CK9/9Z&,Z*S#]8@2_F\Z3]D'!O"94$>ZT@J0I MYB_:&0VOT%S_[&S@Z_DISE!-U:QS1K"7O^&4U&S:S;HWB7"S>OFKV9X?M '[ M/ZKX+U!+ P04 " !+?FM2EXJ[', 3 @ "P %]R96QS+RYR96QS MG9*Y;L,P#$!_Q=">, ?0(8@S9?$6!/D!5J(/V!(%BD6=OZ_:I7&0"QEY/3P2 MW!YI0.TXI+:+J1C]$%)I6M6X 4BV)8]ISI%"KM0L'C6'TD!$VV-#L%HL/D N M&6:WO606IW.D5XA-/E_G;@2=&A(E@6FD7)TZ(=I7\=Q_:0T^FO8R*T>EOH^7%H5 J.W&,E MC'%BM/XU@LD/['X 4$L#!!0 ( $M^:U*#R,E#P 8 /P] / >&PO M=V]R:V)O;VLN>&ULQ9M=;YM(%(;_RL@WFY4VZX#-AZNF$K&Q@]8!%W"ZN;*( MC1M4#!&0-NVOWP$WZ<$EK_;FV%>V@9"'^7K.G!G>?\N++_=Y_D4\[]*LO.P] M5-7CNWZ_7#_$NZC\.W^,,WEFFQ>[J)(_B\_]\K&(HTWY$,?5+NVK%Q=Z?Q_#^Y=[+8H^_9%7\;I*\DP>K _<)O&W\M?Y^J?XFI3)?9(FU??+7O,]C7MB MEV3)+OD1;RY[%SU1/N3?KO,B^9%G590&ZR)/T\N>LC]Q&Q=5LO[M<%!#AM%] MV1RIHGL_DB"7/?U"WG";%&757-'13],EC-.7P\KDOQ'?%_RG&?+M-UO$D7S_MXJS:EV,1IS5@5CXDCV5/ M9-$NONR-\Z]Q43^/_ ?.9O]LE80B)56\2^2)PMDT>(PHGAMXS8) :@!2.QED$'IC JD#2/UT)6D%UP32 ) &+^35,G!<.Z#=V 0T)B]- MX,Q<9^J,+3<4UGCL+=W0<6=B(8MQ[-@4<@0@1\2X?I"S1. M7_"R39Q -CM9:$O9YNI!I:&C!:= C3![9.9YDT_.?"XL=R(<-[3R.'6LN@8/07]Y03&03A5DG"[^NX/"N M*4S[X])9U./+7\*U0XJ(7*(PRT3V8;]NB;4Y;#=H&F.#>V6[]M2AF,@F"K-. M)O95V&"-?7OBR*^^+UOF?KBFC$@F"K--9-.3!IDYXS?ID$449HTXKJQB6X36 MOZU16D$N4;AE(B.!?ZZ]^<3V@S^:#A+>43:D$(79(;*/BKDG'2)[L(Q3+=^F M<30RB,ILD%>[!?:L;F*4"ZE#95:';\^;0&IAU4.>[ QR.!D?RDV%4Q!F;=@W MB[EW9]L_![=0+.0TA,(A6:CLR M2[M3S;PZ#+!7I0F761;"\"N1P(LM2V+<'H["*'*%R.P*%SRN58B)9 MJ,RRP)@#BHG\H3+[HRO.%V=A)"G*/RDD$HG*+)(W OX73IKX0%89,%L%!_Z" M8B+)#)@E R/_5@<:(-,,F$T#(O^ZXBDF3'=G]-T)B'PS M8/8-#-%:?7J(?#,\UBSF;!)749*V"G"(%#-D5@P.?H84$REFR*P8C*E13*28 M(;-B,*9.,>&:"K-B,*9!,9%BAMP3&XAI4DPDF^%)ISDCBHET,SSA-&?5K!*\ M8B+E#$^XYK)J5@M>,9%XALSBP9A4/!H2C\8L'HQ)Y[8:LI!V0@NM%&HA#5E( M.Z&%5@JUD(8LI)W00BN%6DA#%M).:*&50BVDP;7]$UIHI5 +:;F?M%%,9"&=V4(P M>=F:\^K(0CJSA3 F#3UT9"&=V4(8DX8>.K*0SFPAC$E##QWN,6.V$,Y8MRH= M64AGMA#&;%4ZLI#.;"&,V:IT9"&=V4(P_S^)Z M\TS^22GRK4AH6&P@"QG,%H*8[9Z.+&0P6^@ TX_7>;9.TJ2Y4MP33!-9R&2V MT 'F)-[&11%OZM8IHI+V=!-9R.3.R'6MH,H)<)6OOPCOD6(B"YG<&;EN3#\N MJR)95Q0368\%6<8V]%H)@M M"YG(0B:SA=[>%]S$2 1SA"PT8K90Y^;@SMT)(V2A$?N+GF";<"NI/4(6&C%; M".]"H9.,$;+0B-M"AQN%NRL<&6C4&*C?7%Q^>+^)MTD6;UQY^U(>7T?I>E&( M^J.^DZ(.M?JUANU3FH[E,2^;Y]'FY>7EEQ>O/_P'4$L#!!0 ( $M^:U*V M]3\&M@( %$W : >&PO7W)E;',O=V]R:V)O;VLN>&UL+G)E;'/-VLUN MXC 4AN%;0;F &A\?']NCTM5LNJUZ Q$U/RH0E&34]NX'T05\T2QF4^5;(2?B MY%U$CY#QXTL]M..^.PV[_7E8?!X/IV'5[,;Q_,NY8;VKQW9XZ,[U=+FSZ?IC M.UZ6_=:=V_5[NZU.EDMS_?V,YNGQ?N;B]>M<_V=BM]GLU_5WM_YSK*?Q'X/= M1]>_#[M:QV;QVO;;.JX:]WFX71[<]<,_7"8WB^>W5=,_O_G&S1TD$"3S!P4( M"O,'*03I_$$1@N+\009!-G]0@J T?U"&H#Q_4(&@,G^07Z*,2X*D"=8$6GOD MVA-X[1%L3R"V1[(]@=D>T?8$:GMDVQ.X[1%N3R"W1[H]@=T>\?8$>@OJ+01Z M"^HM!'K+Y,@N!WH)Z"X'>@GH+@=Z">@N!WH)Z"X'>@GH+@=Z">@N! MW@'U#@1Z!]0[$.@=4.] H'>8;)80Z!U0[T"@=T"] X'> ?4.!'H'U#L0Z!U0 M[T"@=T"] X'>BGHK@=Z*>BN!WHIZ*X'>BGHK@=XZV>PFT%M1;R706U%O)=!; M46\ET%M1;R706U%O)= [HMZ10.^(>D<"O2/J'0GTCJAW)- [HMZ10.\X^;.2 M0.^(>D<"O2/J'0GTCJAW)- [HMZ10&]#O8U ;T.]C4!O0[V-0&]#O8U ;T.] MC4!O0[V-0&^;'#8AT-M0;R/0VU!O(]#;4&\CT#NAWHE [X1Z)P*]$^J="/1. MJ'&?7. M!'IGU#L3Z)U1[TR@=T:],X'>&?7.!'IGU#L3Z)U1[TR@=YX<]B;0.Z/>F4#O M@GH7 KT+ZET(]"ZH=R'0NZ#>A4#O@GJ7G]1[&+\.=;CU?*_Q^3])]7CY;KT] M_KK\OCAY>Z\XN_N*X>DO4$L#!!0 ( $M^:U*XY#-,1@( (PU 3 M6T-O;G1E;G1?5'EP97-=+GAM;,W;36[;,!"&X:L8V@86(THDI2+.INVVS:(7 M4"4Z%JP_D$SJW+ZTG 1HD1H-7*#OQH)-P#L<:R>W-)[NM M'_JP^GR(/_MN&C>)L[U/5A]/&X]9FZ2>Y[YKZA#7Q>/8_I:R?DY(X\EEC]]U ML[^*&Q+Q9L)QY<\!S^>^/EKGNM:N[FH7OM1#W"4.O?#AJ;<^/5_BC1ZG[;9K M;#LU#T,\DOK9V;KU.VO#T*>GHE?GDT.\87OZS"[.7\J<"XP[[]PT^S@Q9]\? M]S*2X^GU' M9%[KSK_B:&$M?_'[V..W6MG^9':_WQ^3VRSR\6!Z7W_&O,WZM M_\X^)*2/'-)' >E#0?K0D#X,I(\2TD<%Z2.[IC1"$36CD)I13,THJ&8453,* MJQG%U8P":T:155)DE119)45629%54F25%%DE159)D5529)4467.*K#E%UIPB M:TZ1-:?(FE-DS2FRYA19&UL4$L! A0#% @ M2WYK4A>[P#/N *P( !$ ( !KP &1O8U!R;W!S+V-O M&UL4$L! A0#% @ 2WYK4IE&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK4BWWBFQ/!P RAT !@ M ("!& X 'AL+W=OQ@( (8' 8 " @9T5 !X;"]W;W)K&PO=V]R:W-H965T&UL4$L! A0#% M @ 2WYK4F'?HW5 P =@D !@ ("!YAX 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ M2WYK4F;T!?KQ!P -1, !D ("!"7P 'AL+W=O&PO=V]R:W-H965TI?2_0( $0& 9 " @7*+ !X;"]W M;W)K&UL4$L! A0#% @ 2WYK4O/:DLEO @ MA 4 !D ("!IHX 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK4O H!86)#0 M2, !D M ("!3* 'AL+W=O&PO=V]R:W-H M965TBU !X;"]W;W)K&UL4$L! M A0#% @ 2WYK4FD=AZ N!0 ?0L !D ("!I;H 'AL M+W=O&PO=V]R:W-H965T , )H' 9 " M@3G$ !X;"]W;W)K&UL4$L! A0#% @ 2WYK M4OODXL3W" #18 !D ("!Z,< 'AL+W=OL$ !&# &0 M @($6T0 >&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK4B(;JW1T(0 7VL M !D ("!V=@ 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK4C!@R500! GP@ !D M ("!:08! 'AL+W=O&PO=V]R:W-H965T M&UL4$L! A0# M% @ 2WYK4J,['_T% P ,08 !D ("!PQ0! 'AL+W=O M&PO=V]R:W-H965T,"TO-@, !@' 9 " @;L: M 0!X;"]W;W)K&UL4$L! A0#% @ 2WYK4O6[ MX[#!!0 + \ !D ("!*!X! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK4I&'9$\< P ]@8 !D M ("!L2P! 'AL+W=O@ &=TD$ "X"@ &0 @($$, $ >&PO M=V]R:W-H965T&UL4$L! A0#% @ 2WYK4E!RUA%^!0 .!@ !D ("! M[#D! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% M @ 2WYK4N&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK4CF3SQ&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK4I7+-WS1 @ MP< !D M ("!8E@! 'AL+W=O&PO=V]R M:W-H965T 0!X;"]W;W)K&UL M4$L! A0#% @ 2WYK4MUZLZ./ P H \ !D ("!-V$! M 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ M2WYK4IIIW50A" @2< !D ("!&FH! 'AL+W=OO9?RD( #<)@ &0 @(%M M?P$ >&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK4DQ.$=*8 P )PP !D M ("!XXT! 'AL+W=O&PO=V]R:W-H M965T&UL4$L! M A0#% @ 2WYK4@3(RX68 @ &@< !D ("!1YH! 'AL M+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK M4E;6Y7SL @ _ @ !D ("!!Z0! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK4A*VQ, ^ P 7 L M !D ("!/*X! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK4ITFK(ZG P 00T !D M ("!1+L! 'AL+W=O&PO=V]R:W-H965T M&UL4$L! A0# M% @ 2WYK4FJF.8QY P ; P !D ("!;\8! 'AL+W=O M&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK4D[7 MW;K& P GPT !D ("!_= ! 'AL+W=O&PO=V]R:W-H965T/9 0!X;"]W;W)K&UL4$L! A0#% @ 2WYK4EM;\,BQ P W0T !D M ("!*]\! 'AL+W=O&PO M=V]R:W-H965T&UL4$L! A0#% @ 2WYK4FHF;,43 @ 5P0 !D ("! M@^L! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% M @ 2WYK4J-1CZHJ P +PH !D ("!#/4! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 2WYK4LU%3FB M!@ ^QT !D ("!&_X! 'AL+W=O&PO=V]R:W-H965T7!E&UL4$L%!@ !F &8 1P ' ,H6 @ $! end XML 111 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 112 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 113 FilingSummary.xml IDEA: XBRL DOCUMENT 3.20.4 html 276 506 1 false 92 0 false 10 false false R1.htm 0401401 - Document - Cover Sheet http://www.orthopediatrics.com/role/Cover Cover Cover 1 false false R2.htm 1001001 - Statement - CONSOLIDATED BALANCE SHEETS Sheet http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS CONSOLIDATED BALANCE SHEETS Statements 2 false false R3.htm 1002002 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) Sheet http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETSParenthetical CONSOLIDATED BALANCE SHEETS (Parenthetical) Statements 3 false false R4.htm 1003003 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS Sheet http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS CONSOLIDATED STATEMENTS OF OPERATIONS Statements 4 false false R5.htm 1004004 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Sheet http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Statements 5 false false R6.htm 1005005 - Statement - CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) Sheet http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) Statements 6 false false R7.htm 1006006 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Sheet http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS Statements 7 false false R8.htm 2101101 - Disclosure - BUSINESS Sheet http://www.orthopediatrics.com/role/BUSINESS BUSINESS Notes 8 false false R9.htm 2103102 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIES SIGNIFICANT ACCOUNTING POLICIES Notes 9 false false R10.htm 2121103 - Disclosure - BUSINESS COMBINATION Sheet http://www.orthopediatrics.com/role/BUSINESSCOMBINATION BUSINESS COMBINATION Notes 10 false false R11.htm 2128104 - Disclosure - DISCONTINUED OPERATIONS Sheet http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONS DISCONTINUED OPERATIONS Notes 11 false false R12.htm 2131105 - Disclosure - GOODWILL AND INTANGIBLE ASSETS Sheet http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETS GOODWILL AND INTANGIBLE ASSETS Notes 12 false false R13.htm 2137106 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS Sheet http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTS FAIR VALUE OF FINANCIAL INSTRUMENTS Notes 13 false false R14.htm 2142107 - Disclosure - PROPERTY AND EQUIPMENT, NET Sheet http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNET PROPERTY AND EQUIPMENT, NET Notes 14 false false R15.htm 2145108 - Disclosure - ACCRUED COMPENSATION AND BENEFITS Sheet http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITS ACCRUED COMPENSATION AND BENEFITS Notes 15 false false R16.htm 2148109 - Disclosure - DEBT AND CREDIT ARRANGEMENTS Sheet http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTS DEBT AND CREDIT ARRANGEMENTS Notes 16 false false R17.htm 2153110 - Disclosure - STRATEGIC ARRANGEMENTS Sheet http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTS STRATEGIC ARRANGEMENTS Notes 17 false false R18.htm 2155111 - Disclosure - INCOME TAXES Sheet http://www.orthopediatrics.com/role/INCOMETAXES INCOME TAXES Notes 18 false false R19.htm 2163112 - Disclosure - STOCKHOLDERS' EQUITY Sheet http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITY STOCKHOLDERS' EQUITY Notes 19 false false R20.htm 2168113 - Disclosure - NET LOSS PER SHARE Sheet http://www.orthopediatrics.com/role/NETLOSSPERSHARE NET LOSS PER SHARE Notes 20 false false R21.htm 2172114 - Disclosure - BUSINESS SEGMENT Sheet http://www.orthopediatrics.com/role/BUSINESSSEGMENT BUSINESS SEGMENT Notes 21 false false R22.htm 2177115 - Disclosure - RELATED PARTY TRANSACTIONS Sheet http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONS RELATED PARTY TRANSACTIONS Notes 22 false false R23.htm 2179116 - Disclosure - EMPLOYEE BENEFIT PLAN Sheet http://www.orthopediatrics.com/role/EMPLOYEEBENEFITPLAN EMPLOYEE BENEFIT PLAN Notes 23 false false R24.htm 2181117 - Disclosure - COMMITMENTS AND CONTINGENCIES Sheet http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIES COMMITMENTS AND CONTINGENCIES Notes 24 false false R25.htm 2183118 - Disclosure - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Sheet http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Notes 25 false false R26.htm 2186119 - Disclosure - SUBSEQUENT EVENTS Sheet http://www.orthopediatrics.com/role/SUBSEQUENTEVENTS SUBSEQUENT EVENTS Notes 26 false false R27.htm 2204201 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES (Policies) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies SIGNIFICANT ACCOUNTING POLICIES (Policies) Policies 27 false false R28.htm 2305301 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES (Tables) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESTables SIGNIFICANT ACCOUNTING POLICIES (Tables) Tables http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIES 28 false false R29.htm 2322302 - Disclosure - BUSINESS COMBINATION (Tables) Sheet http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTables BUSINESS COMBINATION (Tables) Tables http://www.orthopediatrics.com/role/BUSINESSCOMBINATION 29 false false R30.htm 2329303 - Disclosure - DISCONTINUED OPERATIONS (Tables) Sheet http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSTables DISCONTINUED OPERATIONS (Tables) Tables http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONS 30 false false R31.htm 2332304 - Disclosure - GOODWILL AND INTANGIBLE ASSETS (Tables) Sheet http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSTables GOODWILL AND INTANGIBLE ASSETS (Tables) Tables http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETS 31 false false R32.htm 2338305 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) Sheet http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSTables FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) Tables http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTS 32 false false R33.htm 2343306 - Disclosure - PROPERTY AND EQUIPMENT, NET (Tables) Sheet http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETTables PROPERTY AND EQUIPMENT, NET (Tables) Tables http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNET 33 false false R34.htm 2346307 - Disclosure - ACCRUED COMPENSATION AND BENEFITS (Tables) Sheet http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITSTables ACCRUED COMPENSATION AND BENEFITS (Tables) Tables http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITS 34 false false R35.htm 2349308 - Disclosure - DEBT AND CREDIT ARRANGEMENTS (Tables) Sheet http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSTables DEBT AND CREDIT ARRANGEMENTS (Tables) Tables http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTS 35 false false R36.htm 2356309 - Disclosure - INCOME TAXES (Tables) Sheet http://www.orthopediatrics.com/role/INCOMETAXESTables INCOME TAXES (Tables) Tables http://www.orthopediatrics.com/role/INCOMETAXES 36 false false R37.htm 2364310 - Disclosure - STOCKHOLDERS' EQUITY (Tables) Sheet http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYTables STOCKHOLDERS' EQUITY (Tables) Tables http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITY 37 false false R38.htm 2369311 - Disclosure - NET LOSS PER SHARE (Tables) Sheet http://www.orthopediatrics.com/role/NETLOSSPERSHARETables NET LOSS PER SHARE (Tables) Tables http://www.orthopediatrics.com/role/NETLOSSPERSHARE 38 false false R39.htm 2373312 - Disclosure - BUSINESS SEGMENT (Tables) Sheet http://www.orthopediatrics.com/role/BUSINESSSEGMENTTables BUSINESS SEGMENT (Tables) Tables http://www.orthopediatrics.com/role/BUSINESSSEGMENT 39 false false R40.htm 2384313 - Disclosure - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) Sheet http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDTables QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) Tables http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITED 40 false false R41.htm 2402402 - Disclosure - BUSINESS (Details) Sheet http://www.orthopediatrics.com/role/BUSINESSDetails BUSINESS (Details) Details http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTables 41 false false R42.htm 2406403 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details) Details 42 false false R43.htm 2407404 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Transactions (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESForeignCurrencyTransactionsDetails SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Transactions (Details) Details 43 false false R44.htm 2408405 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) Details 44 false false R45.htm 2409406 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRestrictedCashDetails SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) Details 45 false false R46.htm 2410407 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Allowance for Doubtful Accounts (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAccountsReceivableandAllowanceforDoubtfulAccountsDetails SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Allowance for Doubtful Accounts (Details) Details 46 false false R47.htm 2411408 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Inventories, net (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESInventoriesnetDetails SIGNIFICANT ACCOUNTING POLICIES - Inventories, net (Details) Details 47 false false R48.htm 2412409 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Costs Related to Offerings (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails SIGNIFICANT ACCOUNTING POLICIES - Costs Related to Offerings (Details) Details 48 false false R49.htm 2413410 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, net (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, net (Details) Details 49 false false R50.htm 2414411 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangible Assets (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESGoodwillandIntangibleAssetsDetails SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangible Assets (Details) Details 50 false false R51.htm 2415412 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Acquisition Payable and Contingent Consideration (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAcquisitionPayableandContingentConsiderationDetails SIGNIFICANT ACCOUNTING POLICIES - Acquisition Payable and Contingent Consideration (Details) Details 51 false false R52.htm 2416413 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Shipping and Handling Costs (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESShippingandHandlingCostsDetails SIGNIFICANT ACCOUNTING POLICIES - Shipping and Handling Costs (Details) Details 52 false false R53.htm 2417414 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAdvertisingCostsDetails SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) Details 53 false false R54.htm 2418415 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation (Details) Details 54 false false R55.htm 2419416 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Foundation for Advancing Pediatric Orthopedics (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESFoundationforAdvancingPediatricOrthopedicsDetails SIGNIFICANT ACCOUNTING POLICIES - Foundation for Advancing Pediatric Orthopedics (Details) Details 55 false false R56.htm 2420417 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Litigation and Contingencies (Details) Sheet http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESLitigationandContingenciesDetails SIGNIFICANT ACCOUNTING POLICIES - Litigation and Contingencies (Details) Details 56 false false R57.htm 2423418 - Disclosure - BUSINESS COMBINATION - ApiFix (Details) Sheet http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails BUSINESS COMBINATION - ApiFix (Details) Details 57 false false R58.htm 2424419 - Disclosure - BUSINESS COMBINATION - ApiFix Consideration (Details) Sheet http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails BUSINESS COMBINATION - ApiFix Consideration (Details) Details 58 false false R59.htm 2425420 - Disclosure - BUSINESS COMBINATION - Summary of the Present Value of Payments (Details) Sheet http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails BUSINESS COMBINATION - Summary of the Present Value of Payments (Details) Details 59 false false R60.htm 2426421 - Disclosure - BUSINESS COMBINATION - Telos (Details) Sheet http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails BUSINESS COMBINATION - Telos (Details) Details 60 false false R61.htm 2427422 - Disclosure - BUSINESS COMBINATION - Vilex and Orthex (Details) Sheet http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails BUSINESS COMBINATION - Vilex and Orthex (Details) Details 61 false false R62.htm 2430423 - Disclosure - DISCONTINUED OPERATIONS (Details) Sheet http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails DISCONTINUED OPERATIONS (Details) Details http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSTables 62 false false R63.htm 2433424 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) Sheet http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) Details 63 false false R64.htm 2434425 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) Sheet http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) Details 64 false false R65.htm 2435426 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) Sheet http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) Details 65 false false R66.htm 2436427 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) Sheet http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) Details 66 false false R67.htm 2439428 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Assets and Liabilities Measured at Fair Value (Details) Sheet http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Assets and Liabilities Measured at Fair Value (Details) Details 67 false false R68.htm 2440429 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS - Change in Fair Value of Level 3 Instruments (Details) Sheet http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails FAIR VALUE OF FINANCIAL INSTRUMENTS - Change in Fair Value of Level 3 Instruments (Details) Details 68 false false R69.htm 2441430 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value Measurements of Contingent Consideration (Details) Sheet http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value Measurements of Contingent Consideration (Details) Details 69 false false R70.htm 2444431 - Disclosure - PROPERTY AND EQUIPMENT, NET (Details) Sheet http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails PROPERTY AND EQUIPMENT, NET (Details) Details http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETTables 70 false false R71.htm 2447432 - Disclosure - ACCRUED COMPENSATION AND BENEFITS (Details) Sheet http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITSDetails ACCRUED COMPENSATION AND BENEFITS (Details) Details http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITSTables 71 false false R72.htm 2450433 - Disclosure - DEBT AND CREDIT ARRANGEMENTS - Schedule of Long-term Debt (Details) Sheet http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails DEBT AND CREDIT ARRANGEMENTS - Schedule of Long-term Debt (Details) Details 72 false false R73.htm 2451434 - Disclosure - DEBT AND CREDIT ARRANGEMENTS - Narrative (Details) Sheet http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails DEBT AND CREDIT ARRANGEMENTS - Narrative (Details) Details 73 false false R74.htm 2452435 - Disclosure - DEBT AND CREDIT ARRANGEMENTS - Future Principal Payments (Details) Sheet http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails DEBT AND CREDIT ARRANGEMENTS - Future Principal Payments (Details) Details 74 false false R75.htm 2454436 - Disclosure - STRATEGIC ARRANGEMENTS (Details) Sheet http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails STRATEGIC ARRANGEMENTS (Details) Details http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTS 75 false false R76.htm 2457437 - Disclosure - INCOME TAXES - Narrative (Details) Sheet http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails INCOME TAXES - Narrative (Details) Details 76 false false R77.htm 2458438 - Disclosure - INCOME TAXES - Income taxes from continuing and discontinued operations (Details) Sheet http://www.orthopediatrics.com/role/INCOMETAXESIncometaxesfromcontinuinganddiscontinuedoperationsDetails INCOME TAXES - Income taxes from continuing and discontinued operations (Details) Details 77 false false R78.htm 2459439 - Disclosure - INCOME TAXES - Components of income from continuing operations before taxes (Details) Sheet http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincomefromcontinuingoperationsbeforetaxesDetails INCOME TAXES - Components of income from continuing operations before taxes (Details) Details 78 false false R79.htm 2460440 - Disclosure - INCOME TAXES - Components of income tax expense (benefit) (Details) Sheet http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails INCOME TAXES - Components of income tax expense (benefit) (Details) Details 79 false false R80.htm 2461441 - Disclosure - INCOME TAXES - Reconciliation between the effective tax rate and the statutory tax rate (Details) Sheet http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails INCOME TAXES - Reconciliation between the effective tax rate and the statutory tax rate (Details) Details 80 false false R81.htm 2462442 - Disclosure - INCOME TAXES - Deferred tax assets and liabilities (Details) Sheet http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails INCOME TAXES - Deferred tax assets and liabilities (Details) Details 81 false false R82.htm 2465443 - Disclosure - STOCKHOLDERS' EQUITY - Stock Options (Details) Sheet http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails STOCKHOLDERS' EQUITY - Stock Options (Details) Details 82 false false R83.htm 2466444 - Disclosure - STOCKHOLDERS' EQUITY - Restricted Stock (Details) Sheet http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails STOCKHOLDERS' EQUITY - Restricted Stock (Details) Details 83 false false R84.htm 2467445 - Disclosure - STOCKHOLDERS' EQUITY - Warrants (Details) Sheet http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails STOCKHOLDERS' EQUITY - Warrants (Details) Details 84 false false R85.htm 2470446 - Disclosure - NET LOSS PER SHARE - Reconciliation of basic and diluted net loss per share (Details) Sheet http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails NET LOSS PER SHARE - Reconciliation of basic and diluted net loss per share (Details) Details 85 false false R86.htm 2471447 - Disclosure - NET LOSS PER SHARE - Antidilutive Securities (Details) Sheet http://www.orthopediatrics.com/role/NETLOSSPERSHAREAntidilutiveSecuritiesDetails NET LOSS PER SHARE - Antidilutive Securities (Details) Details 86 false false R87.htm 2474448 - Disclosure - BUSINESS SEGMENT - Narrative (Details) Sheet http://www.orthopediatrics.com/role/BUSINESSSEGMENTNarrativeDetails BUSINESS SEGMENT - Narrative (Details) Details 87 false false R88.htm 2475449 - Disclosure - BUSINESS SEGMENT - Schedule of Revenue by Geographical Location (Details) Sheet http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyGeographicalLocationDetails BUSINESS SEGMENT - Schedule of Revenue by Geographical Location (Details) Details 88 false false R89.htm 2476450 - Disclosure - BUSINESS SEGMENT - Schedule of Revenue by Category (Details) Sheet http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyCategoryDetails BUSINESS SEGMENT - Schedule of Revenue by Category (Details) Details 89 false false R90.htm 2478451 - Disclosure - RELATED PARTY TRANSACTIONS (Details) Sheet http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails RELATED PARTY TRANSACTIONS (Details) Details http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONS 90 false false R91.htm 2480452 - Disclosure - EMPLOYEE BENEFIT PLAN (Details) Sheet http://www.orthopediatrics.com/role/EMPLOYEEBENEFITPLANDetails EMPLOYEE BENEFIT PLAN (Details) Details http://www.orthopediatrics.com/role/EMPLOYEEBENEFITPLAN 91 false false R92.htm 2482453 - Disclosure - COMMITMENTS AND CONTINGENCIES (Details) Sheet http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIESDetails COMMITMENTS AND CONTINGENCIES (Details) Details http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIES 92 false false R93.htm 2485454 - Disclosure - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) Sheet http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) Details http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDTables 93 false false R94.htm 2487455 - Disclosure - SUBSEQUENT EVENTS (Details) Sheet http://www.orthopediatrics.com/role/SUBSEQUENTEVENTSDetails SUBSEQUENT EVENTS (Details) Details http://www.orthopediatrics.com/role/SUBSEQUENTEVENTS 94 false false All Reports Book All Reports kids-20201231.htm deloitteconsent-filing2020.htm exhbit322-cfocertification.htm exhibit211subsidiariesofor.htm exhibit24-poa2020.htm exhibit311-ceocertificatio.htm exhibit312-cfocertificatio.htm exhibit321-ceocertificatio.htm exhibit45descriptionofcapi.htm kids-20201231.xsd kids-20201231_cal.xml kids-20201231_def.xml kids-20201231_lab.xml kids-20201231_pre.xml http://fasb.org/srt/2020-01-31 http://fasb.org/us-gaap/2020-01-31 http://xbrl.sec.gov/dei/2020-01-31 http://xbrl.sec.gov/country/2020-01-31 true true JSON 116 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "kids-20201231.htm": { "axisCustom": 1, "axisStandard": 35, "contextCount": 276, "dts": { "calculationLink": { "local": [ "kids-20201231_cal.xml" ] }, "definitionLink": { "local": [ "kids-20201231_def.xml" ], "remote": [ "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-eedm-def-2020-01-31.xml", "http://xbrl.fasb.org/srt/2020/elts/srt-eedm1-def-2020-01-31.xml" ] }, "inline": { "local": [ "kids-20201231.htm" ] }, "labelLink": { "local": [ "kids-20201231_lab.xml" ], "remote": [ "https://xbrl.sec.gov/dei/2020/dei-doc-2020-01-31.xml", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-doc-2020-01-31.xml", "http://xbrl.fasb.org/srt/2020/elts/srt-doc-2020-01-31.xml" ] }, "presentationLink": { "local": [ "kids-20201231_pre.xml" ] }, "referenceLink": { "remote": [ "http://xbrl.fasb.org/srt/2020/elts/srt-ref-2020-01-31.xml", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-ref-2020-01-31.xml", "https://xbrl.sec.gov/dei/2020/dei-ref-2020-01-31.xml" ] }, "schema": { "local": [ "kids-20201231.xsd" ], "remote": [ "http://xbrl.fasb.org/srt/2020/elts/srt-2020-01-31.xsd", "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/dtr/type/numeric-2009-12-16.xsd", "http://www.xbrl.org/dtr/type/nonNumeric-2009-12-16.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-types-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-roles-2020-01-31.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-roles-2020-01-31.xsd", "https://xbrl.sec.gov/country/2020/country-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-types-2020-01-31.xsd", "https://xbrl.sec.gov/dei/2020/dei-2020-01-31.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/deprecated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-parts-codification-2020-01-31.xsd" ] } }, "elementCount": 708, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2020-01-31": 2, "http://www.orthopediatrics.com/20201231": 1, "http://xbrl.sec.gov/dei/2020-01-31": 4, "total": 7 }, "keyCustom": 59, "keyStandard": 447, "memberCustom": 33, "memberStandard": 54, "nsprefix": "kids", "nsuri": "http://www.orthopediatrics.com/20201231", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0401401 - Document - Cover", "role": "http://www.orthopediatrics.com/role/Cover", "shortName": "Cover", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2121103 - Disclosure - BUSINESS COMBINATION", "role": "http://www.orthopediatrics.com/role/BUSINESSCOMBINATION", "shortName": "BUSINESS COMBINATION", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2128104 - Disclosure - DISCONTINUED OPERATIONS", "role": "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONS", "shortName": "DISCONTINUED OPERATIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2131105 - Disclosure - GOODWILL AND INTANGIBLE ASSETS", "role": "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETS", "shortName": "GOODWILL AND INTANGIBLE ASSETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2137106 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS", "role": "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTS", "shortName": "FAIR VALUE OF FINANCIAL INSTRUMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2142107 - Disclosure - PROPERTY AND EQUIPMENT, NET", "role": "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNET", "shortName": "PROPERTY AND EQUIPMENT, NET", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2145108 - Disclosure - ACCRUED COMPENSATION AND BENEFITS", "role": "http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITS", "shortName": "ACCRUED COMPENSATION AND BENEFITS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2148109 - Disclosure - DEBT AND CREDIT ARRANGEMENTS", "role": "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTS", "shortName": "DEBT AND CREDIT ARRANGEMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ResearchDevelopmentAndComputerSoftwareDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2153110 - Disclosure - STRATEGIC ARRANGEMENTS", "role": "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTS", "shortName": "STRATEGIC ARRANGEMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ResearchDevelopmentAndComputerSoftwareDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2155111 - Disclosure - INCOME TAXES", "role": "http://www.orthopediatrics.com/role/INCOMETAXES", "shortName": "INCOME TAXES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2163112 - Disclosure - STOCKHOLDERS' EQUITY", "role": "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITY", "shortName": "STOCKHOLDERS' EQUITY", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1001001 - Statement - CONSOLIDATED BALANCE SHEETS", "role": "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS", "shortName": "CONSOLIDATED BALANCE SHEETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2168113 - Disclosure - NET LOSS PER SHARE", "role": "http://www.orthopediatrics.com/role/NETLOSSPERSHARE", "shortName": "NET LOSS PER SHARE", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2172114 - Disclosure - BUSINESS SEGMENT", "role": "http://www.orthopediatrics.com/role/BUSINESSSEGMENT", "shortName": "BUSINESS SEGMENT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2177115 - Disclosure - RELATED PARTY TRANSACTIONS", "role": "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONS", "shortName": "RELATED PARTY TRANSACTIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2179116 - Disclosure - EMPLOYEE BENEFIT PLAN", "role": "http://www.orthopediatrics.com/role/EMPLOYEEBENEFITPLAN", "shortName": "EMPLOYEE BENEFIT PLAN", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2181117 - Disclosure - COMMITMENTS AND CONTINGENCIES", "role": "http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIES", "shortName": "COMMITMENTS AND CONTINGENCIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "srt:CondensedFinancialStatementsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2183118 - Disclosure - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)", "role": "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITED", "shortName": "QUARTERLY FINANCIAL INFORMATION (UNAUDITED)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "srt:CondensedFinancialStatementsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2186119 - Disclosure - SUBSEQUENT EVENTS", "role": "http://www.orthopediatrics.com/role/SUBSEQUENTEVENTS", "shortName": "SUBSEQUENT EVENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2204201 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES (Policies)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies", "shortName": "SIGNIFICANT ACCOUNTING POLICIES (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "kids:PropertyAndEquipmentDepreciableLivesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2305301 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES (Tables)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESTables", "shortName": "SIGNIFICANT ACCOUNTING POLICIES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "kids:PropertyAndEquipmentDepreciableLivesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2322302 - Disclosure - BUSINESS COMBINATION (Tables)", "role": "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTables", "shortName": "BUSINESS COMBINATION (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002002 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical)", "role": "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "shortName": "CONSOLIDATED BALANCE SHEETS (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "INF", "lang": "en-US", "name": "us-gaap:CommonStockSharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDisposalGroupsIncludingDiscontinuedOperationsIncomeStatementBalanceSheetAndAdditionalDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2329303 - Disclosure - DISCONTINUED OPERATIONS (Tables)", "role": "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSTables", "shortName": "DISCONTINUED OPERATIONS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDisposalGroupsIncludingDiscontinuedOperationsIncomeStatementBalanceSheetAndAdditionalDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2332304 - Disclosure - GOODWILL AND INTANGIBLE ASSETS (Tables)", "role": "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSTables", "shortName": "GOODWILL AND INTANGIBLE ASSETS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2338305 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)", "role": "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSTables", "shortName": "FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2343306 - Disclosure - PROPERTY AND EQUIPMENT, NET (Tables)", "role": "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETTables", "shortName": "PROPERTY AND EQUIPMENT, NET (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2346307 - Disclosure - ACCRUED COMPENSATION AND BENEFITS (Tables)", "role": "http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITSTables", "shortName": "ACCRUED COMPENSATION AND BENEFITS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2349308 - Disclosure - DEBT AND CREDIT ARRANGEMENTS (Tables)", "role": "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSTables", "shortName": "DEBT AND CREDIT ARRANGEMENTS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2356309 - Disclosure - INCOME TAXES (Tables)", "role": "http://www.orthopediatrics.com/role/INCOMETAXESTables", "shortName": "INCOME TAXES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2364310 - Disclosure - STOCKHOLDERS' EQUITY (Tables)", "role": "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYTables", "shortName": "STOCKHOLDERS' EQUITY (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2369311 - Disclosure - NET LOSS PER SHARE (Tables)", "role": "http://www.orthopediatrics.com/role/NETLOSSPERSHARETables", "shortName": "NET LOSS PER SHARE (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2373312 - Disclosure - BUSINESS SEGMENT (Tables)", "role": "http://www.orthopediatrics.com/role/BUSINESSSEGMENTTables", "shortName": "BUSINESS SEGMENT (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003003 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS", "role": "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "shortName": "CONSOLIDATED STATEMENTS OF OPERATIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:SellingAndMarketingExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2384313 - Disclosure - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)", "role": "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDTables", "shortName": "QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "us-gaap:CommonStockParOrStatedValuePerShare", "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2402402 - Disclosure - BUSINESS (Details)", "role": "http://www.orthopediatrics.com/role/BUSINESSDetails", "shortName": "BUSINESS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i5ee28356e3b2433888b40ba455f02366_D20190604-20190604", "decimals": "-3", "lang": "en-US", "name": "us-gaap:BusinessCombinationConsiderationTransferred1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RetainedEarningsAccumulatedDeficit", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406403 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i00f6ee77a73842cf8a7b60dea32b4520_I20200622", "decimals": "2", "lang": "en-US", "name": "us-gaap:SaleOfStockPricePerShare", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i178fed1d290d471b8dcfdb7078efab71_D20201001-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "kids:DecreaseInRevenueInventoryRepurchase", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407404 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Transactions (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESForeignCurrencyTransactionsDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Transactions (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R44": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i0d0fdcf302c340bdb363934308b5bc55_D20200101-20201231", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2408405 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i0d0fdcf302c340bdb363934308b5bc55_D20200101-20201231", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RestrictedCashCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2409406 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRestrictedCashDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i75179712f66c4f018ba5162b2eb5f7e6_I20191231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RestrictedCashCurrent", "reportCount": 1, "unique": true, "unitRef": "eur", "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i75179712f66c4f018ba5162b2eb5f7e6_I20191231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2410407 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Allowance for Doubtful Accounts (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAccountsReceivableandAllowanceforDoubtfulAccountsDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Allowance for Doubtful Accounts (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:AccountsReceivableAllowanceForCreditLossTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i0ce7e74f203b43dc9413303d290be790_I20171231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:InventoryWriteDown", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2411408 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Inventories, net (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESInventoriesnetDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Inventories, net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:InventoryWriteDown", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i4419140c86e84d1fa5a3abc9d0eec952_D20180101-20181231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardAcceleratedCompensationCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412409 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Costs Related to Offerings (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Costs Related to Offerings (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i4419140c86e84d1fa5a3abc9d0eec952_D20180101-20181231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardAcceleratedCompensationCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "us-gaap:ImpairmentOfIntangibleAssetsFinitelived", "us-gaap:ImpairmentOfIntangibleAssetsFinitelived", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ImpairmentOfIntangibleAssetsFinitelived", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413410 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, net (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "us-gaap:ImpairmentOfIntangibleAssetsFinitelived", "us-gaap:ImpairmentOfIntangibleAssetsFinitelived", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ImpairmentOfIntangibleAssetsFinitelived", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004004 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS", "role": "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS", "shortName": "CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:GoodwillAndIntangibleAssetsIntangibleAssetsIndefiniteLivedPolicy", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfReportingUnits", "reportCount": 1, "unitRef": "reportingunit", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2414411 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangible Assets (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESGoodwillandIntangibleAssetsDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R51": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:InterestExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2415412 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Acquisition Payable and Contingent Consideration (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAcquisitionPayableandContingentConsiderationDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Acquisition Payable and Contingent Consideration (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R52": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CostOfGoodsAndServicesSold", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2416413 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Shipping and Handling Costs (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESShippingandHandlingCostsDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Shipping and Handling Costs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:RevenueFromContractWithCustomerPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i8d17c8bdde6c4c339183f67e8f5f3e10_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CostOfGoodsAndServicesSold", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AdvertisingExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2417414 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAdvertisingCostsDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AdvertisingExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:ShareBasedCompensationOptionAndIncentivePlansPolicy", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2418415 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Stock-Based Compensation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:ShareBasedCompensationOptionAndIncentivePlansPolicy", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i45df0941b8ea4864a2b2d995c2be023c_D20200101-20201231", "decimals": null, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "kids:ContributionsToCharityFund", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2419416 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Foundation for Advancing Pediatric Orthopedics (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESFoundationforAdvancingPediatricOrthopedicsDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Foundation for Advancing Pediatric Orthopedics (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "kids:ContributionsToCharityFund", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LitigationReserveCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2420417 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES - Litigation and Contingencies (Details)", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESLitigationandContingenciesDetails", "shortName": "SIGNIFICANT ACCOUNTING POLICIES - Litigation and Contingencies (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R57": { "firstAnchor": { "ancestors": [ "us-gaap:CommonStockParOrStatedValuePerShare", "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2423418 - Disclosure - BUSINESS COMBINATION - ApiFix (Details)", "role": "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "shortName": "BUSINESS COMBINATION - ApiFix (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "iee55746979c84c368608734114e98af2_D20200401-20200401", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CashAcquiredFromAcquisition", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "iee55746979c84c368608734114e98af2_D20200401-20200401", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PaymentsToAcquireBusinessesGross", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2424419 - Disclosure - BUSINESS COMBINATION - ApiFix Consideration (Details)", "role": "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails", "shortName": "BUSINESS COMBINATION - ApiFix Consideration (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i29461c0ca6a54dc88c6610fb594f424a_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:PaymentsForMergerRelatedCosts", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "kids:BusinessCombinationContingentConsiderationAcquisitionInstallmentPayableCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2425420 - Disclosure - BUSINESS COMBINATION - Summary of the Present Value of Payments (Details)", "role": "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "shortName": "BUSINESS COMBINATION - Summary of the Present Value of Payments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ib5bc399fe2e0406087f745c4f512d1a8_I20201231", "decimals": "-3", "lang": "en-US", "name": "kids:BusinessCombinationContingentConsiderationAcquisitionInstallmentPayable", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "if88943a15b36440a8c8bac9343f79e2e_I20171231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005005 - Statement - CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)", "role": "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT", "shortName": "CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "if88943a15b36440a8c8bac9343f79e2e_I20171231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "us-gaap:CommonStockParOrStatedValuePerShare", "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426421 - Disclosure - BUSINESS COMBINATION - Telos (Details)", "role": "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "shortName": "BUSINESS COMBINATION - Telos (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i49ad73842fab4fe59f4a43b446cc5b1e_D20200309-20200309", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CashAcquiredFromAcquisition", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i75179712f66c4f018ba5162b2eb5f7e6_I20191231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2427422 - Disclosure - BUSINESS COMBINATION - Vilex and Orthex (Details)", "role": "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "shortName": "BUSINESS COMBINATION - Vilex and Orthex (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "lang": "en-US", "name": "kids:BusinessCombinationEscrowDepositMaximumTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2430423 - Disclosure - DISCONTINUED OPERATIONS (Details)", "role": "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails", "shortName": "DISCONTINUED OPERATIONS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDisposalGroupsIncludingDiscontinuedOperationsIncomeStatementBalanceSheetAndAdditionalDisclosuresTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ia40f3a68778b4413b64fb6cc64a8a7ed_I20191231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:DisposalGroupIncludingDiscontinuedOperationCashAndCashEquivalents", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i75179712f66c4f018ba5162b2eb5f7e6_I20191231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2433424 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details)", "role": "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails", "shortName": "GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "iac4c97cfcc4a4c03920a1891fdf5b340_D20190101-20191231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:GoodwillAcquiredDuringPeriod", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2434425 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details)", "role": "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails", "shortName": "GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:GoodwillAndIntangibleAssetsIntangibleAssetsIndefiniteLivedPolicy", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfReportingUnits", "reportCount": 1, "unitRef": "reportingunit", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2435426 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Narrative (Details)", "role": "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails", "shortName": "GOODWILL AND INTANGIBLE ASSETS - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:AmortizationOfIntangibleAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2436427 - Disclosure - GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details)", "role": "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails", "shortName": "GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ie6a83fb7901c4ad182ed93af28cd7d06_I20191231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:FairValueNetAssetLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2439428 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Assets and Liabilities Measured at Fair Value (Details)", "role": "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails", "shortName": "FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of Assets and Liabilities Measured at Fair Value (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ie6a83fb7901c4ad182ed93af28cd7d06_I20191231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:FairValueNetAssetLiability", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i632c635f131c43b38f80a1c061966e44_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2440429 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS - Change in Fair Value of Level 3 Instruments (Details)", "role": "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "shortName": "FAIR VALUE OF FINANCIAL INSTRUMENTS - Change in Fair Value of Level 3 Instruments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i7e54523c67d64884a4888c1f4b439d55_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i4c601807f33447fa8ed5cc66cf6cbee0_D20201231-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "kids:ContingentConsiderationMeasurementInputPeriod", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2441430 - Disclosure - FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value Measurements of Contingent Consideration (Details)", "role": "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails", "shortName": "FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value Measurements of Contingent Consideration (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i4c601807f33447fa8ed5cc66cf6cbee0_D20201231-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "kids:ContingentConsiderationMeasurementInputPeriod", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1006006 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS", "role": "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "shortName": "CONSOLIDATED STATEMENTS OF CASH FLOWS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:GainLossOnDispositionOfAssets1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2444431 - Disclosure - PROPERTY AND EQUIPMENT, NET (Details)", "role": "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails", "shortName": "PROPERTY AND EQUIPMENT, NET (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccruedSalariesCurrentAndNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2447432 - Disclosure - ACCRUED COMPENSATION AND BENEFITS (Details)", "role": "http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITSDetails", "shortName": "ACCRUED COMPENSATION AND BENEFITS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccruedSalariesCurrentAndNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebt", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2450433 - Disclosure - DEBT AND CREDIT ARRANGEMENTS - Schedule of Long-term Debt (Details)", "role": "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails", "shortName": "DEBT AND CREDIT ARRANGEMENTS - Schedule of Long-term Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:LongTermDebtNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i75179712f66c4f018ba5162b2eb5f7e6_I20191231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebt", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2451434 - Disclosure - DEBT AND CREDIT ARRANGEMENTS - Narrative (Details)", "role": "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "shortName": "DEBT AND CREDIT ARRANGEMENTS - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i90c5f85a25ea425c9a210cc3a8c7cbf5_D20200804-20200804", "decimals": "INF", "lang": "en-US", "name": "us-gaap:LineOfCreditFacilityCommitmentFeePercentage", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2452435 - Disclosure - DEBT AND CREDIT ARRANGEMENTS - Future Principal Payments (Details)", "role": "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails", "shortName": "DEBT AND CREDIT ARRANGEMENTS - Future Principal Payments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "kids:ResearchandDevelopmentArrangementContracttoPerformforOthersMinimumAnnualRoyaltyPayment", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2454436 - Disclosure - STRATEGIC ARRANGEMENTS (Details)", "role": "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails", "shortName": "STRATEGIC ARRANGEMENTS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i2dfa7acd03d64960827f028b3d2db09b_D20170802-20170802", "decimals": null, "lang": "en-US", "name": "kids:ResearchandDevelopmentArrangementContracttoPerformforOthersTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ia38c7aa487984465859e0569bd94a1de_D20180101-20181231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:TaxCutsAndJobsActOf2017ChangeInTaxRateIncomeTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2457437 - Disclosure - INCOME TAXES - Narrative (Details)", "role": "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails", "shortName": "INCOME TAXES - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ia38c7aa487984465859e0569bd94a1de_D20180101-20181231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:TaxCutsAndJobsActOf2017ChangeInTaxRateIncomeTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxExpenseBenefit", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2458438 - Disclosure - INCOME TAXES - Income taxes from continuing and discontinued operations (Details)", "role": "http://www.orthopediatrics.com/role/INCOMETAXESIncometaxesfromcontinuinganddiscontinuedoperationsDetails", "shortName": "INCOME TAXES - Income taxes from continuing and discontinued operations (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:DiscontinuedOperationTaxEffectOfDiscontinuedOperation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2459439 - Disclosure - INCOME TAXES - Components of income from continuing operations before taxes (Details)", "role": "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincomefromcontinuingoperationsbeforetaxesDetails", "shortName": "INCOME TAXES - Components of income from continuing operations before taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredFederalIncomeTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2460440 - Disclosure - INCOME TAXES - Components of income tax expense (benefit) (Details)", "role": "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails", "shortName": "INCOME TAXES - Components of income tax expense (benefit) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredFederalIncomeTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2101101 - Disclosure - BUSINESS", "role": "http://www.orthopediatrics.com/role/BUSINESS", "shortName": "BUSINESS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2461441 - Disclosure - INCOME TAXES - Reconciliation between the effective tax rate and the statutory tax rate (Details)", "role": "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails", "shortName": "INCOME TAXES - Reconciliation between the effective tax rate and the statutory tax rate (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsInventory", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2462442 - Disclosure - INCOME TAXES - Deferred tax assets and liabilities (Details)", "role": "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails", "shortName": "INCOME TAXES - Deferred tax assets and liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsInventory", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:ShareBasedCompensationOptionAndIncentivePlansPolicy", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2465443 - Disclosure - STOCKHOLDERS' EQUITY - Stock Options (Details)", "role": "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails", "shortName": "STOCKHOLDERS' EQUITY - Stock Options (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "if054d34f9f22484ca48516cffba85686_D20200101-20201231", "decimals": "INF", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:NonvestedRestrictedStockSharesActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "iac4c97cfcc4a4c03920a1891fdf5b340_D20190101-20191231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2466444 - Disclosure - STOCKHOLDERS' EQUITY - Restricted Stock (Details)", "role": "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails", "shortName": "STOCKHOLDERS' EQUITY - Restricted Stock (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:NonvestedRestrictedStockSharesActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "iac4c97cfcc4a4c03920a1891fdf5b340_D20190101-20191231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2467445 - Disclosure - STOCKHOLDERS' EQUITY - Warrants (Details)", "role": "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails", "shortName": "STOCKHOLDERS' EQUITY - Warrants (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperations", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2470446 - Disclosure - NET LOSS PER SHARE - Reconciliation of basic and diluted net loss per share (Details)", "role": "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails", "shortName": "NET LOSS PER SHARE - Reconciliation of basic and diluted net loss per share (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R86": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2471447 - Disclosure - NET LOSS PER SHARE - Antidilutive Securities (Details)", "role": "http://www.orthopediatrics.com/role/NETLOSSPERSHAREAntidilutiveSecuritiesDetails", "shortName": "NET LOSS PER SHARE - Antidilutive Securities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R87": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfOperatingSegments", "reportCount": 1, "unique": true, "unitRef": "segment", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2474448 - Disclosure - BUSINESS SEGMENT - Narrative (Details)", "role": "http://www.orthopediatrics.com/role/BUSINESSSEGMENTNarrativeDetails", "shortName": "BUSINESS SEGMENT - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:NumberOfOperatingSegments", "reportCount": 1, "unique": true, "unitRef": "segment", "xsiNil": "false" } }, "R88": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Revenues", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2475449 - Disclosure - BUSINESS SEGMENT - Schedule of Revenue by Geographical Location (Details)", "role": "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyGeographicalLocationDetails", "shortName": "BUSINESS SEGMENT - Schedule of Revenue by Geographical Location (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Revenues", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R89": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i178fed1d290d471b8dcfdb7078efab71_D20201001-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2476450 - Disclosure - BUSINESS SEGMENT - Schedule of Revenue by Category (Details)", "role": "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyCategoryDetails", "shortName": "BUSINESS SEGMENT - Schedule of Revenue by Category (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ieed201d9516c4c8e951ae1564507b6b3_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2103102 - Disclosure - SIGNIFICANT ACCOUNTING POLICIES", "role": "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIES", "shortName": "SIGNIFICANT ACCOUNTING POLICIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R90": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "kids:NumberOfRelatedPartyEntitiesSuppliers", "reportCount": 1, "unique": true, "unitRef": "supplier", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2478451 - Disclosure - RELATED PARTY TRANSACTIONS (Details)", "role": "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails", "shortName": "RELATED PARTY TRANSACTIONS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "kids:NumberOfRelatedPartyEntitiesSuppliers", "reportCount": 1, "unique": true, "unitRef": "supplier", "xsiNil": "false" } }, "R91": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanEmployerMatchingContributionPercent", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2480452 - Disclosure - EMPLOYEE BENEFIT PLAN (Details)", "role": "http://www.orthopediatrics.com/role/EMPLOYEEBENEFITPLANDetails", "shortName": "EMPLOYEE BENEFIT PLAN (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "idc25a23148c2458fbcc3ec6601237983_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanEmployerMatchingContributionPercent", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R92": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic71d8890fab64a7fb252e9b16ab02316_I20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LitigationReserveCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2482453 - Disclosure - COMMITMENTS AND CONTINGENCIES (Details)", "role": "http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIESDetails", "shortName": "COMMITMENTS AND CONTINGENCIES (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "ic5872324435b47e6a34161b72ff0cba7_D20200101-20201231", "decimals": "INF", "lang": "en-US", "name": "kids:ResearchandDevelopmentArrangementContracttoPerformforOthersRoyaltyAgreementPercent", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R93": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i178fed1d290d471b8dcfdb7078efab71_D20201001-20201231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2485454 - Disclosure - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details)", "role": "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails", "shortName": "QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "i178fed1d290d471b8dcfdb7078efab71_D20201001-20201231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:GrossProfit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R94": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "id02c78ae082046f095c106c028a74e52_I20210115", "decimals": "INF", "first": true, "lang": "en-US", "name": "kids:NumberOfInternationalAgents", "reportCount": 1, "unique": true, "unitRef": "internationalagent", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2487455 - Disclosure - SUBSEQUENT EVENTS (Details)", "role": "http://www.orthopediatrics.com/role/SUBSEQUENTEVENTSDetails", "shortName": "SUBSEQUENT EVENTS (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "kids-20201231.htm", "contextRef": "id02c78ae082046f095c106c028a74e52_I20210115", "decimals": "INF", "first": true, "lang": "en-US", "name": "kids:NumberOfInternationalAgents", "reportCount": 1, "unique": true, "unitRef": "internationalagent", "xsiNil": "false" } } }, "segmentCount": 92, "tag": { "country_US": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UNITED STATES", "terseLabel": "U.S." } } }, "localname": "US", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyGeographicalLocationDetails" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r625", "r626", "r627" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r628" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r629" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r629" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityExTransitionPeriod": { "auth_ref": [ "r640" ], "lang": { "en-us": { "role": { "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.", "label": "Entity Ex Transition Period", "terseLabel": "Entity Ex Transition Period" } } }, "localname": "EntityExTransitionPeriod", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r629" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r630" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r629" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r629" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r629" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r629" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well Known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r625", "r626", "r627" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r623" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r624" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/Cover" ], "xbrltype": "tradingSymbolItemType" }, "kids_A2007EquityIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2007 Equity Incentive Plan [Member]", "label": "2007 Equity Incentive Plan [Member]", "terseLabel": "2007 Plan" } } }, "localname": "A2007EquityIncentivePlanMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "domainItemType" }, "kids_ACLReconstructionandOtherMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "ACL Reconstruction and Other [Member]", "label": "ACL Reconstruction and Other [Member]", "terseLabel": "Sports medicine/other" } } }, "localname": "ACLReconstructionandOtherMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyCategoryDetails" ], "xbrltype": "domainItemType" }, "kids_ApiFixLtdMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "ApiFix Ltd.", "label": "ApiFix Ltd. [Member]", "terseLabel": "ApiFix" } } }, "localname": "ApiFixLtdMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails" ], "xbrltype": "domainItemType" }, "kids_BandLokIntangibleAssetsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Band-Lok Intangible Assets", "label": "Band-Lok Intangible Assets [Member]", "terseLabel": "Band-Lok intangible assets" } } }, "localname": "BandLokIntangibleAssetsMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "domainItemType" }, "kids_BandLokMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Band-Lok", "label": "Band-Lok [Member]", "terseLabel": "Band-Lok" } } }, "localname": "BandLokMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "domainItemType" }, "kids_BusinessAcquisitionAnniversaryAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Acquisition Anniversary", "label": "Business Acquisition Anniversary [Axis]", "terseLabel": "Business Acquisition Anniversary [Axis]" } } }, "localname": "BusinessAcquisitionAnniversaryAxis", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "stringItemType" }, "kids_BusinessAcquisitionAnniversaryDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Acquisition Anniversary", "label": "Business Acquisition Anniversary [Domain]", "terseLabel": "Business Acquisition Anniversary [Domain]" } } }, "localname": "BusinessAcquisitionAnniversaryDomain", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "domainItemType" }, "kids_BusinessAcquisitionEquityInterestIssuedOrIssuableApproximateValueAssigned": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Acquisition, Equity Interest Issued or Issuable, Approximate Value Assigned", "label": "Business Acquisition, Equity Interest Issued or Issuable, Approximate Value Assigned", "terseLabel": "Common stock approximate value" } } }, "localname": "BusinessAcquisitionEquityInterestIssuedOrIssuableApproximateValueAssigned", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "monetaryItemType" }, "kids_BusinessAcquisitionSharePriceTradingPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Acquisition, Share Price, Trading Period", "label": "Business Acquisition, Share Price, Trading Period", "terseLabel": "Trading period (in days)" } } }, "localname": "BusinessAcquisitionSharePriceTradingPeriod", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "durationItemType" }, "kids_BusinessCombinationContingentConsiderationAcquisitionInstallmentPayable": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration, Acquisition Installment Payable", "label": "Business Combination, Contingent Consideration, Acquisition Installment Payable", "totalLabel": "Anniversary payments" } } }, "localname": "BusinessCombinationContingentConsiderationAcquisitionInstallmentPayable", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationContingentConsiderationAcquisitionInstallmentPayableCurrent": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails": { "order": 1.0, "parentTag": "kids_BusinessCombinationContingentConsiderationAcquisitionInstallmentPayable", "weight": 1.0 }, "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration, Acquisition Installment Payable, Current", "label": "Business Combination, Contingent Consideration, Acquisition Installment Payable, Current", "terseLabel": "Current portion of acquisition installment payable" } } }, "localname": "BusinessCombinationContingentConsiderationAcquisitionInstallmentPayableCurrent", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationContingentConsiderationAcquisitionInstallmentPayableNoncurrent": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationContingentConsiderationLiabilityNoncurrent", "weight": 1.0 }, "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration, Acquisition Installment Payable, Noncurrent", "label": "Business Combination, Contingent Consideration, Acquisition Installment Payable, Noncurrent", "terseLabel": "Acquisition installment payable, net of current portion" } } }, "localname": "BusinessCombinationContingentConsiderationAcquisitionInstallmentPayableNoncurrent", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationContingentConsiderationAnniversaryPayments": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration, Anniversary Payments", "label": "Business Combination, Contingent Consideration, Anniversary Payments", "terseLabel": "Anniversary payments", "verboseLabel": "Anniversary Payments" } } }, "localname": "BusinessCombinationContingentConsiderationAnniversaryPayments", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationContingentConsiderationAnniversaryPaymentsPresentValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration, Anniversary Payments, Present Value", "label": "Business Combination, Contingent Consideration, Anniversary Payments, Present Value", "terseLabel": "Business Combination, Contingent Consideration, Anniversary Payments, Present Value" } } }, "localname": "BusinessCombinationContingentConsiderationAnniversaryPaymentsPresentValue", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationContingentConsiderationChangeInFairValueAcquisitionInstallmentPayable": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration, Change in Fair Value, Acquisition Installment Payable", "label": "Business Combination, Contingent Consideration, Change in Fair Value, Acquisition Installment Payable", "terseLabel": "Acquisition installment payable" } } }, "localname": "BusinessCombinationContingentConsiderationChangeInFairValueAcquisitionInstallmentPayable", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationContingentConsiderationNumberOfClinicalProcedures": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration, Number of Clinical Procedures", "label": "Business Combination, Contingent Consideration, Number of Clinical Procedures", "terseLabel": "Number of clinical procedures" } } }, "localname": "BusinessCombinationContingentConsiderationNumberOfClinicalProcedures", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "integerItemType" }, "kids_BusinessCombinationContingentConsiderationPresentValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration, Present Value", "label": "Business Combination, Contingent Consideration, Present Value", "terseLabel": "Business Combination, Contingent Consideration, Present Value" } } }, "localname": "BusinessCombinationContingentConsiderationPresentValue", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationContingentConsiderationRevenueMultiplier": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration, Revenue Multiplier", "label": "Business Combination, Contingent Consideration, Revenue Multiplier", "terseLabel": "Revenue multiplier" } } }, "localname": "BusinessCombinationContingentConsiderationRevenueMultiplier", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "pureItemType" }, "kids_BusinessCombinationContingentConsiderationRevenuePayment": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationContingentConsiderationLiabilityNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration, Revenue Payment", "label": "Business Combination, Contingent Consideration, Revenue Payment", "terseLabel": "System sales payment" } } }, "localname": "BusinessCombinationContingentConsiderationRevenuePayment", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationContingentConsiderationSystemSalesPayment": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration, System Sales Payment", "label": "Business Combination, Contingent Consideration, System Sales Payment", "terseLabel": "System sales payment" } } }, "localname": "BusinessCombinationContingentConsiderationSystemSalesPayment", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationContingentConsiderationSystemSalesPaymentPresentValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Contingent Consideration, System Sales Payment, Present Value", "label": "Business Combination, Contingent Consideration, System Sales Payment, Present Value", "terseLabel": "Business Combination, Contingent Consideration, System Sales Payment, Present Value" } } }, "localname": "BusinessCombinationContingentConsiderationSystemSalesPaymentPresentValue", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationEscrowDeposit": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Escrow Deposit", "label": "Business Combination, Escrow Deposit", "terseLabel": "Escrow deposit" } } }, "localname": "BusinessCombinationEscrowDeposit", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationEscrowDepositMaximumTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Combination, Escrow Deposit, Maximum Term", "label": "Business Combination, Escrow Deposit, Maximum Term", "terseLabel": "Escrow deposit period (in months)" } } }, "localname": "BusinessCombinationEscrowDepositMaximumTerm", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "durationItemType" }, "kids_BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentDeferredTaxLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax Liability", "label": "Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax Liability", "terseLabel": "Measurement period adjustment, deferred tax liability" } } }, "localname": "BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentDeferredTaxLiability", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentWorkingCapital": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Working Capital", "label": "Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Working Capital", "terseLabel": "Measurement period adjustment, working capital" } } }, "localname": "BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentWorkingCapital", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOperatingLeaseLiability": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Liability", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Liability", "terseLabel": "Operating lease liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOperatingLeaseLiability", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "kids_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOperatingLeaseRightOfUseAsset": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 6.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Right-of-Use Asset", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Right-of-Use Asset", "terseLabel": "Operating lease right-of-use asset" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOperatingLeaseRightOfUseAsset", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "kids_CaseWesternReserveUniversityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Case Western Reserve University [Member]", "label": "Case Western Reserve University [Member]", "terseLabel": "CASE" } } }, "localname": "CaseWesternReserveUniversityMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "domainItemType" }, "kids_ClassOfWarrantOrRightFairValueAssigned": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Class of Warrant or Right, Fair Value Assigned", "label": "Class of Warrant or Right, Fair Value Assigned", "terseLabel": "Fair value assigned to warrants" } } }, "localname": "ClassOfWarrantOrRightFairValueAssigned", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "monetaryItemType" }, "kids_ClassOfWarrantOrRightForfeitedOrExpired": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of Warrant or Right, Forfeited or Expired", "label": "Class of Warrant or Right, Forfeited or Expired", "negatedLabel": "Warrants forfeited or expired (in shares)" } } }, "localname": "ClassOfWarrantOrRightForfeitedOrExpired", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "sharesItemType" }, "kids_ClassOfWarrantOrRightForfeitedOrExpiredWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of Warrant or Right, Forfeited or Expired, Weighted Average Exercise Price", "label": "Class of Warrant or Right, Forfeited or Expired, Weighted Average Exercise Price", "terseLabel": "Forfeited or expired, weighted average exercise price (in dollars per share)" } } }, "localname": "ClassOfWarrantOrRightForfeitedOrExpiredWeightedAverageExercisePrice", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "perShareItemType" }, "kids_ClassofWarrantorRightExercised": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of Warrant or Right, Exercised", "label": "Class of Warrant or Right, Exercised", "terseLabel": "Number of warrants exercised (in shares)" } } }, "localname": "ClassofWarrantorRightExercised", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "sharesItemType" }, "kids_ClassofWarrantorRightTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of Warrant or Right, Term", "label": "Class of Warrant or Right, Term", "terseLabel": "Term of warrants (in years)" } } }, "localname": "ClassofWarrantorRightTerm", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "durationItemType" }, "kids_ComputerEquipmentAndSoftwareMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Computer Equipment And Software", "label": "Computer Equipment And Software [Member]", "terseLabel": "Computer equipment and software" } } }, "localname": "ComputerEquipmentAndSoftwareMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "domainItemType" }, "kids_ContingentConsiderationLiabilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contingent Consideration Liability", "label": "Contingent Consideration Liability [Member]", "terseLabel": "Contingent consideration liability" } } }, "localname": "ContingentConsiderationLiabilityMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAcquisitionPayableandContingentConsiderationDetails" ], "xbrltype": "domainItemType" }, "kids_ContingentConsiderationMeasurementInput": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contingent Consideration, Measurement Input", "label": "Contingent Consideration, Measurement Input", "terseLabel": "Contingent consideration, measurement input" } } }, "localname": "ContingentConsiderationMeasurementInput", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails" ], "xbrltype": "percentItemType" }, "kids_ContingentConsiderationMeasurementInputPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contingent Consideration, Measurement Input, Period", "label": "Contingent Consideration, Measurement Input, Period", "terseLabel": "Expected Years" } } }, "localname": "ContingentConsiderationMeasurementInputPeriod", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails" ], "xbrltype": "durationItemType" }, "kids_ContributionsToCharityFund": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contributions to Charity Fund", "label": "Contributions to Charity Fund", "terseLabel": "Contributions to charity fund" } } }, "localname": "ContributionsToCharityFund", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESFoundationforAdvancingPediatricOrthopedicsDetails" ], "xbrltype": "monetaryItemType" }, "kids_CostOfGoodsAndServicesSoldPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cost of Goods and Services Sold", "label": "Cost of Goods and Services Sold [Policy Text Block]", "terseLabel": "Cost of Revenue" } } }, "localname": "CostOfGoodsAndServicesSoldPolicyTextBlock", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "kids_CustomerOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Customer One", "label": "Customer One [Member]", "terseLabel": "Customer One" } } }, "localname": "CustomerOneMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "kids_CustomerTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Customer Two", "label": "Customer Two [Member]", "terseLabel": "Customer Two" } } }, "localname": "CustomerTwoMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "kids_DecreaseInGrossProfitInventoryPurchase": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Decrease in Gross Profit, Inventory Purchase", "label": "Decrease in Gross Profit, Inventory Purchase", "terseLabel": "Gross profit decrease due to revenue reduction" } } }, "localname": "DecreaseInGrossProfitInventoryPurchase", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails" ], "xbrltype": "monetaryItemType" }, "kids_DecreaseInRevenueInventoryRepurchase": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Decrease in Revenue, Inventory Repurchase", "label": "Decrease in Revenue, Inventory Repurchase", "terseLabel": "Revenue reduction to due repurchase of inventory" } } }, "localname": "DecreaseInRevenueInventoryRepurchase", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESForeignCurrencyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "kids_DeferredTaxAssetsTaxInterestCarryforwards": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Tax Interest Carryforwards", "label": "Deferred Tax Assets, Tax Interest Carryforwards", "terseLabel": "Interest carryforward" } } }, "localname": "DeferredTaxAssetsTaxInterestCarryforwards", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "kids_DisposalGroupIncludingDiscontinuedOperationAssetsNet": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Disposal Group, Including Discontinued Operation, Assets, Net", "label": "Disposal Group, Including Discontinued Operation, Assets, Net", "totalLabel": "Net assets sold" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationAssetsNet", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "kids_DisposalGroupIncludingDiscontinuedOperationConsiderationAssetsAndLiabilities": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Disposal Group, Including Discontinued Operation, Consideration, Assets And Liabilities", "label": "Disposal Group, Including Discontinued Operation, Consideration, Assets And Liabilities", "terseLabel": "Allocated purchase price" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationConsiderationAssetsAndLiabilities", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "kids_DisposalGroupIncludingDiscontinuedOperationConsiderationDeferredRevenue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Disposal Group, Including Discontinued Operation, Consideration, Deferred Revenue", "label": "Disposal Group, Including Discontinued Operation, Consideration, Deferred Revenue", "terseLabel": "Divestiture purchase price, attributable to deferred revenue" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationConsiderationDeferredRevenue", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "kids_DisposalGroupIncludingDiscontinuedOperationOperatingLeaseLiability": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Disposal Group, Including Discontinued Operation, Operating Lease Liability", "label": "Disposal Group, Including Discontinued Operation, Operating Lease Liability", "terseLabel": "Operating lease liabilities" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationOperatingLeaseLiability", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "kids_DisposalGroupIncludingDiscontinuedOperationOperatingLeaseRightOfUseAsset": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 6.0, "parentTag": "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Disposal Group, Including Discontinued Operation, Operating Lease Right-of-Use Asset", "label": "Disposal Group, Including Discontinued Operation, Operating Lease Right-of-Use Asset", "terseLabel": "Operating lease right-of-use asset" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationOperatingLeaseRightOfUseAsset", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "kids_DisposalGroupIncludingDiscontinuedOperationSellingAndMarketingExpense": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 4.0, "parentTag": "us-gaap_DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodBeforeIncomeTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Disposal Group, Including Discontinued Operation, Selling and Marketing Expense", "label": "Disposal Group, Including Discontinued Operation, Selling and Marketing Expense", "negatedLabel": "Sales and marketing" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationSellingAndMarketingExpense", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "kids_EffectiveIncomeTaxRateReconciliationChangeInEnactedStateTaxRatePercent": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails": { "order": 5.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Change In Enacted State Tax Rate, Percent", "label": "Effective Income Tax Rate Reconciliation, Change In Enacted State Tax Rate, Percent", "terseLabel": "Change in state rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInEnactedStateTaxRatePercent", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails" ], "xbrltype": "percentItemType" }, "kids_EffectiveIncomeTaxRateReconciliationUnbornForeignTaxDeductionPercent": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails": { "order": 1.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Unborn Foreign Tax, Deduction, Percent", "label": "Effective Income Tax Rate Reconciliation, Unborn Foreign Tax, Deduction, Percent", "terseLabel": "Unborn foreign tax deduction" } } }, "localname": "EffectiveIncomeTaxRateReconciliationUnbornForeignTaxDeductionPercent", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails" ], "xbrltype": "percentItemType" }, "kids_EmergingGrowthCompanyReportingRequirementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Emerging Growth Company Reporting Requirements, Policy [Policy Text Block]", "label": "Emerging Growth Company Reporting Requirements, Policy [Policy Text Block]", "terseLabel": "\"Emerging Growth Company\" Reporting Requirements" } } }, "localname": "EmergingGrowthCompanyReportingRequirementsPolicyPolicyTextBlock", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "kids_FMIHansaMedicalProductsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "FMI Hansa Medical Products [Member]", "label": "FMI Hansa Medical Products [Member]", "terseLabel": "FMI" } } }, "localname": "FMIHansaMedicalProductsMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "domainItemType" }, "kids_FirstAmendedLoanAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First Amended Loan Agreement", "label": "First Amended Loan Agreement [Member]", "terseLabel": "First Amended Loan Agreement" } } }, "localname": "FirstAmendedLoanAgreementMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "kids_FollowOnOfferingMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Follow-on Offering", "label": "Follow-on Offering [Member]", "terseLabel": "Follow-on Offering" } } }, "localname": "FollowOnOfferingMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "kids_FourthAnniversaryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fourth Anniversary", "label": "Fourth Anniversary [Member]", "terseLabel": "Fourth Anniversary" } } }, "localname": "FourthAnniversaryMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "domainItemType" }, "kids_IncreaseDecreaseInSettlementLiabilitiesCurrent": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) In Settlement Liabilities, Current", "label": "Increase (Decrease) In Settlement Liabilities, Current", "terseLabel": "Accrued legal settlements" } } }, "localname": "IncreaseDecreaseInSettlementLiabilitiesCurrent", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "kids_InitialPublicOfferingCostsCapitalized": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Initial Public Offering Costs, Capitalized", "label": "Initial Public Offering Costs, Capitalized", "terseLabel": "Initial public offering costs, capitalized" } } }, "localname": "InitialPublicOfferingCostsCapitalized", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails" ], "xbrltype": "monetaryItemType" }, "kids_IntangibleAssetsAcquired": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Intangible Assets Acquired", "label": "Intangible Assets Acquired", "totalLabel": "Fair value of identifiable intangible assets" } } }, "localname": "IntangibleAssetsAcquired", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "kids_LoanAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Loan Agreement", "label": "Loan Agreement [Member]", "terseLabel": "Loan Agreement" } } }, "localname": "LoanAgreementMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "kids_New2017EquityIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "New 2017 Equity Incentive Plan [Member]", "label": "New 2017 Equity Incentive Plan [Member]", "terseLabel": "2017 Plan" } } }, "localname": "New2017EquityIncentivePlanMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "kids_NoncashOrPartNoncashDivestitureAmountAllocatedToAssetsHeldForSale": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Noncash or Part Noncash Divestiture, Amount Allocated to Assets Held-for-Sale", "label": "Noncash or Part Noncash Divestiture, Amount Allocated to Assets Held-for-Sale", "terseLabel": "Divestiture consideration allocated to assets held for sale (See Note 4)" } } }, "localname": "NoncashOrPartNoncashDivestitureAmountAllocatedToAssetsHeldForSale", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "kids_NumberOfInternationalAgents": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of International Agents", "label": "Number Of International Agents", "terseLabel": "Number of international agents" } } }, "localname": "NumberOfInternationalAgents", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "integerItemType" }, "kids_NumberOfRelatedPartyEntitiesSuppliers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Related Party Entities, Suppliers", "label": "Number Of Related Party Entities, Suppliers", "terseLabel": "Number of related party suppliers" } } }, "localname": "NumberOfRelatedPartyEntitiesSuppliers", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "integerItemType" }, "kids_OperatingLossCarryforwardsLimitationsonUseEstimatedAmountSubjecttoLimitation": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating Loss Carryforwards, Limitations on Use, Estimated Amount Subject to Limitation", "label": "Operating Loss Carryforwards, Limitations on Use, Estimated Amount Subject to Limitation", "terseLabel": "Estimated limitation on losses generated prior to ownership change date" } } }, "localname": "OperatingLossCarryforwardsLimitationsonUseEstimatedAmountSubjecttoLimitation", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "kids_OperatingLossCarryforwardsLimitationsonUseEstimatedAmountSubjecttoLimitationAnnualLimit": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating Loss Carryforwards, Limitations on Use, Estimated Amount Subject to Limitation, Annual Limit", "label": "Operating Loss Carryforwards, Limitations on Use, Estimated Amount Subject to Limitation, Annual Limit", "terseLabel": "Estimated annual limitation of losses" } } }, "localname": "OperatingLossCarryforwardsLimitationsonUseEstimatedAmountSubjecttoLimitationAnnualLimit", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "kids_OperatingLossCarryforwardsLimitationsonUseEstimatedAmountSubjecttoLimitationAnnualLimitIncrease": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Operating Loss Carryforwards, Limitations on Use, Estimated Amount Subject to Limitation, Annual Limit Increase", "label": "Operating Loss Carryforwards, Limitations on Use, Estimated Amount Subject to Limitation, Annual Limit Increase", "terseLabel": "Increase of estimated annual limitation of first five years" } } }, "localname": "OperatingLossCarryforwardsLimitationsonUseEstimatedAmountSubjecttoLimitationAnnualLimitIncrease", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "kids_OrthexMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Orthex", "label": "Orthex [Member]", "terseLabel": "Orthex" } } }, "localname": "OrthexMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails" ], "xbrltype": "domainItemType" }, "kids_PropertyAndEquipmentDepreciableLivesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Property and Equipment, Depreciable Lives", "label": "Property and Equipment, Depreciable Lives [Table Text Block]", "terseLabel": "Property and Equipment, Depreciable Lives" } } }, "localname": "PropertyAndEquipmentDepreciableLivesTableTextBlock", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESTables" ], "xbrltype": "textBlockItemType" }, "kids_ResearchandDevelopmentArrangementContracttoPerformforOthersMinimumAnnualRoyaltyPayment": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Research and Development Arrangement, Contract to Perform for Others, Minimum Annual Royalty Payment", "label": "Research and Development Arrangement, Contract to Perform for Others, Minimum Annual Royalty Payment", "terseLabel": "Minimum annual royalty payment" } } }, "localname": "ResearchandDevelopmentArrangementContracttoPerformforOthersMinimumAnnualRoyaltyPayment", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIESDetails", "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "monetaryItemType" }, "kids_ResearchandDevelopmentArrangementContracttoPerformforOthersRoyaltyAgreementAbilitytoSellMilestonePayment": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Research and Development Arrangement, Contract to Perform for Others, Royalty Agreement, Ability to Sell, Milestone Payment", "label": "Research and Development Arrangement, Contract to Perform for Others, Royalty Agreement, Ability to Sell, Milestone Payment", "terseLabel": "Milestone payments for FDA approval to sell our products within the United States" } } }, "localname": "ResearchandDevelopmentArrangementContracttoPerformforOthersRoyaltyAgreementAbilitytoSellMilestonePayment", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "monetaryItemType" }, "kids_ResearchandDevelopmentArrangementContracttoPerformforOthersRoyaltyAgreementPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Research and Development Arrangement, Contract to Perform for Others, Royalty Agreement, Percent", "label": "Research and Development Arrangement, Contract to Perform for Others, Royalty Agreement, Percent", "terseLabel": "Royalty agreement percentage" } } }, "localname": "ResearchandDevelopmentArrangementContracttoPerformforOthersRoyaltyAgreementPercent", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIESDetails", "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "percentItemType" }, "kids_ResearchandDevelopmentArrangementContracttoPerformforOthersRoyaltyAgreementProductLaunchMilestonePayment": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Research and Development Arrangement, Contract to Perform for Others, Royalty Agreement, Product Launch, Milestone Payment", "label": "Research and Development Arrangement, Contract to Perform for Others, Royalty Agreement, Product Launch, Milestone Payment", "terseLabel": "Milestone payment for general product launch" } } }, "localname": "ResearchandDevelopmentArrangementContracttoPerformforOthersRoyaltyAgreementProductLaunchMilestonePayment", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "monetaryItemType" }, "kids_ResearchandDevelopmentArrangementContracttoPerformforOthersTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Research and Development Arrangement, Contract to Perform for Others, Term", "label": "Research and Development Arrangement, Contract to Perform for Others, Term", "terseLabel": "Royalty agreement period (in years)" } } }, "localname": "ResearchandDevelopmentArrangementContracttoPerformforOthersTerm", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "durationItemType" }, "kids_RevolvingLoanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Revolving Loan", "label": "Revolving Loan [Member]", "terseLabel": "Revolving Loan" } } }, "localname": "RevolvingLoanMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "kids_SalesAndMarketingExpensePolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sales and Marketing Expense, Policy [Policy Text Block]", "label": "Sales and Marketing Expense, Policy [Policy Text Block]", "terseLabel": "Sales and Marketing Expenses" } } }, "localname": "SalesAndMarketingExpensePolicyPolicyTextBlock", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "kids_SampleInventoryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sample Inventory [Member]", "label": "Sample Inventory [Member]", "terseLabel": "Sample inventory" } } }, "localname": "SampleInventoryMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "domainItemType" }, "kids_SecondAmendedLoanAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Second Amended Loan Agreement", "label": "Second Amended Loan Agreement [Member]", "terseLabel": "Second Amended Loan Agreement" } } }, "localname": "SecondAmendedLoanAgreementMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "kids_SecondAnniversaryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Second Anniversary", "label": "Second Anniversary [Member]", "terseLabel": "Second Anniversary" } } }, "localname": "SecondAnniversaryMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "domainItemType" }, "kids_SecondPublicOfferingMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Second Public Offering", "label": "Second Public Offering [Member]", "terseLabel": "Second Public Offering" } } }, "localname": "SecondPublicOfferingMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "kids_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisableNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Other than Options Exercisable Number", "terseLabel": "Restricted stock exercisable (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisableNumber", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "sharesItemType" }, "kids_ShippingAndHandlingBilledMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "", "label": "Shipping and Handling, Billed [Member]", "terseLabel": "Shipping and Handling, Billed" } } }, "localname": "ShippingAndHandlingBilledMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESShippingandHandlingCostsDetails" ], "xbrltype": "domainItemType" }, "kids_ShippingAndHandlingNotBilledMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Shipping and Handling, Not Billed", "label": "Shipping and Handling, Not Billed [Member]", "terseLabel": "Shipping and Handling, Not Billed" } } }, "localname": "ShippingAndHandlingNotBilledMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESShippingandHandlingCostsDetails" ], "xbrltype": "domainItemType" }, "kids_SpineMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Spine [Member]", "label": "Spine [Member]", "terseLabel": "Scoliosis" } } }, "localname": "SpineMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyCategoryDetails" ], "xbrltype": "domainItemType" }, "kids_SquadronMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Squadron", "label": "Squadron [Member]", "terseLabel": "Squadron" } } }, "localname": "SquadronMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "kids_TelosPartnersLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Telos Partners LLC", "label": "Telos Partners LLC [Member]", "terseLabel": "Telos" } } }, "localname": "TelosPartnersLLCMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails" ], "xbrltype": "domainItemType" }, "kids_TermNoteAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term Note A", "label": "Term Note A [Member]", "terseLabel": "Term Note A" } } }, "localname": "TermNoteAMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "kids_TermNoteBMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term Note B", "label": "Term Note B [Member]", "terseLabel": "Term Note B" } } }, "localname": "TermNoteBMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "kids_ThirdAnniversaryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Third Anniversary", "label": "Third Anniversary [Member]", "terseLabel": "Third Anniversary" } } }, "localname": "ThirdAnniversaryMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "domainItemType" }, "kids_TransferOfPropertyAndEquipmentToInventory": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Transfer Of Property And Equipment To Inventory", "label": "Transfer Of Property And Equipment To Inventory", "terseLabel": "Transfer of instruments from property and equipment to inventory" } } }, "localname": "TransferOfPropertyAndEquipmentToInventory", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "kids_TraumaandDeformityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trauma and Deformity [Member]", "label": "Trauma and Deformity [Member]", "terseLabel": "Trauma and deformity" } } }, "localname": "TraumaandDeformityMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyCategoryDetails" ], "xbrltype": "domainItemType" }, "kids_VilexAndOrthexMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Vilex and Orthex", "label": "Vilex and Orthex [Member]", "terseLabel": "Vilex and Orthex" } } }, "localname": "VilexAndOrthexMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "domainItemType" }, "kids_VilexMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Vilex", "label": "Vilex [Member]", "terseLabel": "Vilex" } } }, "localname": "VilexMember", "nsuri": "http://www.orthopediatrics.com/20201231", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails", "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRestrictedCashDetails" ], "xbrltype": "domainItemType" }, "srt_AffiliatedEntityMember": { "auth_ref": [ "r333", "r504", "r505", "r508", "r620", "r632" ], "lang": { "en-us": { "role": { "documentation": "An affiliate is a party that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the entity.", "label": "Affiliated Entity [Member]", "terseLabel": "Affiliated Entity" } } }, "localname": "AffiliatedEntityMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "domainItemType" }, "srt_CondensedFinancialStatementsTextBlock": { "auth_ref": [ "r634", "r635", "r636", "r637", "r638" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for condensed financial statements.", "label": "Condensed Financial Statements [Text Block]", "terseLabel": "QUARTERLY FINANCIAL INFORMATION (UNAUDITED)" } } }, "localname": "CondensedFinancialStatementsTextBlock", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITED" ], "xbrltype": "textBlockItemType" }, "srt_CounterpartyNameAxis": { "auth_ref": [ "r84", "r143", "r639" ], "lang": { "en-us": { "role": { "documentation": "Information by name of counterparty. A counterparty is the other party that participates in a financial transaction. Examples include, but not limited to, the name of the financial institution.", "label": "Counterparty Name [Axis]", "terseLabel": "Counterparty Name [Axis]" } } }, "localname": "CounterpartyNameAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "stringItemType" }, "srt_ExecutiveOfficerMember": { "auth_ref": [ "r226" ], "lang": { "en-us": { "role": { "documentation": "Person with designation of executive officer.", "label": "Executive Officer [Member]", "terseLabel": "Executive Officer" } } }, "localname": "ExecutiveOfficerMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "domainItemType" }, "srt_MajorCustomersAxis": { "auth_ref": [ "r224", "r318", "r321", "r587" ], "lang": { "en-us": { "role": { "documentation": "Information by name or description of a single external customer or a group of external customers.", "label": "Customer [Axis]", "terseLabel": "Customer [Axis]" } } }, "localname": "MajorCustomersAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "stringItemType" }, "srt_MaximumMember": { "auth_ref": [ "r344", "r346", "r517", "r518", "r519", "r520", "r521", "r522", "r523", "r584", "r588" ], "lang": { "en-us": { "role": { "documentation": "Upper limit of the provided range.", "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIESDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r344", "r346", "r517", "r518", "r519", "r520", "r521", "r522", "r523", "r584", "r588" ], "lang": { "en-us": { "role": { "documentation": "Lower limit of the provided range.", "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIESDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "domainItemType" }, "srt_NameOfMajorCustomerDomain": { "auth_ref": [ "r224", "r318", "r321", "r587" ], "lang": { "en-us": { "role": { "documentation": "Single external customer or group of external customers.", "label": "Customer [Domain]", "terseLabel": "Customer [Domain]" } } }, "localname": "NameOfMajorCustomerDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r220", "r318", "r319", "r527", "r583", "r585" ], "lang": { "en-us": { "role": { "documentation": "Information by product and service, or group of similar products and similar services.", "label": "Product and Service [Axis]", "terseLabel": "Products and Services [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyCategoryDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESShippingandHandlingCostsDetails", "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r220", "r318", "r319", "r527", "r583", "r585" ], "lang": { "en-us": { "role": { "documentation": "Product or service, or a group of similar products or similar services.", "label": "Product and Service [Domain]", "terseLabel": "Products and Services [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyCategoryDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESShippingandHandlingCostsDetails", "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r323", "r344", "r346", "r517", "r518", "r519", "r520", "r521", "r522", "r523", "r584", "r588" ], "lang": { "en-us": { "role": { "documentation": "Information by statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Axis]", "terseLabel": "Range [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIESDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r323", "r344", "r346", "r517", "r518", "r519", "r520", "r521", "r522", "r523", "r584", "r588" ], "lang": { "en-us": { "role": { "documentation": "Statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Domain]", "terseLabel": "Range [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIESDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "domainItemType" }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Named other party that participates in a financial transaction. Examples include, but not limited to, the name of the financial institution.", "label": "Counterparty Name [Domain]", "terseLabel": "Counterparty Name [Domain]" } } }, "localname": "RepurchaseAgreementCounterpartyNameDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "srt_SegmentGeographicalDomain": { "auth_ref": [ "r221", "r222", "r318", "r320", "r586", "r611", "r612", "r613", "r614", "r615", "r616", "r617", "r618" ], "lang": { "en-us": { "role": { "documentation": "Geographical area.", "label": "Geographical [Domain]", "terseLabel": "Geographical [Domain]" } } }, "localname": "SegmentGeographicalDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyGeographicalLocationDetails" ], "xbrltype": "domainItemType" }, "srt_StatementGeographicalAxis": { "auth_ref": [ "r221", "r222", "r318", "r320", "r586", "r604", "r611", "r612", "r613", "r614", "r615", "r616", "r617", "r618", "r619", "r631", "r633" ], "lang": { "en-us": { "role": { "documentation": "Information by geographical components.", "label": "Geographical [Axis]", "terseLabel": "Geographical [Axis]" } } }, "localname": "StatementGeographicalAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyGeographicalLocationDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualAxis": { "auth_ref": [ "r226", "r507" ], "lang": { "en-us": { "role": { "documentation": "Information by title of individual or nature of relationship to individual or group of individuals.", "label": "Title of Individual [Axis]", "terseLabel": "Title of Individual [Axis]" } } }, "localname": "TitleOfIndividualAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualWithRelationshipToEntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Title of individual, or nature of relationship to individual or group of individuals.", "label": "Title of Individual [Domain]", "terseLabel": "Title of Individual [Domain]" } } }, "localname": "TitleOfIndividualWithRelationshipToEntityDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock": { "auth_ref": [ "r68" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.", "label": "Accounts Payable and Accrued Liabilities Disclosure [Text Block]", "terseLabel": "ACCRUED COMPENSATION AND BENEFITS" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITS" ], "xbrltype": "textBlockItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r67" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable - trade" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableAllowanceForCreditLossTableTextBlock": { "auth_ref": [ "r247" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss [Table Text Block]", "terseLabel": "Summary of Activity in Allowance for Doubtful Accounts" } } }, "localname": "AccountsReceivableAllowanceForCreditLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r28", "r53", "r227", "r228" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable - trade, less allowance for doubtful accounts of $433 and $506, respectively" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedRoyaltiesCurrent": { "auth_ref": [ "r33", "r34", "r73" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for royalties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Royalties, Current", "terseLabel": "Royalty payable" } } }, "localname": "AccruedRoyaltiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedSalariesCurrentAndNoncurrent": { "auth_ref": [ "r559", "r579" ], "calculation": { "http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITSDetails": { "order": 1.0, "parentTag": "us-gaap_EmployeeRelatedLiabilitiesCurrentAndNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided.", "label": "Accrued Salaries", "terseLabel": "Accrued compensation and related costs" } } }, "localname": "AccruedSalariesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedSalesCommissionCurrentAndNoncurrent": { "auth_ref": [ "r44", "r47", "r553", "r572" ], "calculation": { "http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITSDetails": { "order": 2.0, "parentTag": "us-gaap_EmployeeRelatedLiabilitiesCurrentAndNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for sales commissions.", "label": "Accrued Sales Commission", "terseLabel": "Accrued commissions" } } }, "localname": "AccruedSalesCommissionCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r66", "r278" ], "calculation": { "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedTerseLabel": "Less: accumulated depreciation" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r56", "r86", "r87", "r88", "r574", "r596", "r600" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Accumulated other comprehensive income (loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r85", "r88", "r89", "r149", "r150", "r151", "r465", "r591", "r592" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "domainItemType" }, "us-gaap_AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife": { "auth_ref": [ "r263" ], "lang": { "en-us": { "role": { "documentation": "Weighted average amortization period of finite-lived intangible assets acquired either individually or as part of a group of assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Acquired Finite-lived Intangible Assets, Weighted Average Useful Life", "terseLabel": "Remaining economic useful life (in years)" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "durationItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r54", "r380" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r149", "r150", "r151", "r377", "r378", "r379" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-in Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net loss to net cash used in operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r383" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for advertising cost.", "label": "Advertising Cost [Policy Text Block]", "terseLabel": "Advertising Costs" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AdvertisingExpense": { "auth_ref": [ "r384" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.", "label": "Advertising Expense", "terseLabel": "Advertising costs" } } }, "localname": "AdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAdvertisingCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r349", "r369", "r381" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-based Payment Arrangement, Expense", "terseLabel": "Stock-based compensation expense" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": { "auth_ref": [ "r60", "r233", "r244" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable, classified as current.", "label": "Accounts Receivable, Allowance for Credit Loss, Current", "periodEndLabel": "Balance at end of year", "periodStartLabel": "Balance at beginning of year", "terseLabel": "Allowance for doubtful accounts" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAccountsReceivableandAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Accounts Receivable, Allowance for Credit Loss [Roll Forward]", "terseLabel": "Accounts Receivable, Allowance for Credit Loss [Roll Forward]" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableRollforward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAccountsReceivableandAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableWriteOffs": { "auth_ref": [ "r246" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of direct write-downs of accounts receivable charged against the allowance.", "label": "Accounts Receivable, Allowance for Credit Loss, Writeoff", "terseLabel": "Write-offs" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableWriteOffs", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAccountsReceivableandAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r127", "r260", "r268" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "terseLabel": "Amortization of expense" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r171" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Antidilutive securities excluded from computation of earnings per share (in shares)" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/NETLOSSPERSHAREAntidilutiveSecuritiesDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r171" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]", "terseLabel": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/NETLOSSPERSHAREAntidilutiveSecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]", "terseLabel": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/NETLOSSPERSHAREAntidilutiveSecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r171" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]", "terseLabel": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/NETLOSSPERSHAREAntidilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Assets": { "auth_ref": [ "r139", "r204", "r209", "r216", "r237", "r462", "r467", "r487", "r550", "r571" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r30", "r31", "r83", "r139", "r237", "r462", "r467", "r487" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current assets:" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperation": { "auth_ref": [ "r0", "r1", "r17", "r19", "r23", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 1.0, "parentTag": "kids_DisposalGroupIncludingDiscontinuedOperationAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as assets attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Assets", "totalLabel": "Total assets divested" } } }, "localname": "AssetsOfDisposalGroupIncludingDiscontinuedOperation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Disposal Group, Including Discontinued Operation, Assets [Abstract]", "terseLabel": "Disposal Group, Including Discontinued Operation, Assets [Abstract]" } } }, "localname": "AssetsOfDisposalGroupIncludingDiscontinuedOperationAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r350", "r371" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BuildingAndBuildingImprovementsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Facility held for productive use including, but not limited to, office, production, storage and distribution facilities and any addition, improvement, or renovation to the structure, for example, but not limited to, interior masonry, interior flooring, electrical, and plumbing.", "label": "Building and Building Improvements [Member]", "terseLabel": "Building and building improvements" } } }, "localname": "BuildingAndBuildingImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [ "r343", "r345" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails", "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r343", "r345", "r435", "r436" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails", "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionEquityInterestIssuedOrIssuableValueAssigned": { "auth_ref": [ "r455" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of equity interests (such as common shares, preferred shares, or partnership interest) issued or issuable to acquire the entity.", "label": "Business Acquisition, Equity Interest Issued or Issuable, Value Assigned", "terseLabel": "Issuance of common stock" } } }, "localname": "BusinessAcquisitionEquityInterestIssuedOrIssuableValueAssigned", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued": { "auth_ref": [ "r455" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of equity interests issued or issuable to acquire entity.", "label": "Business Acquisition, Equity Interest Issued or Issuable, Number of Shares", "terseLabel": "Consideration for acquisition (in shares)" } } }, "localname": "BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_BusinessAcquisitionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Acquisition [Line Items]", "terseLabel": "Business Acquisition [Line Items]" } } }, "localname": "BusinessAcquisitionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAcquisitionPayableandContingentConsiderationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks paid or offered to be paid in a business combination.", "label": "Business Acquisition, Share Price", "terseLabel": "Common stock (in dollars per share)" } } }, "localname": "BusinessAcquisitionSharePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_BusinessAcquisitionsProFormaNetIncomeLoss": { "auth_ref": [ "r433", "r434" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The pro forma net Income or Loss for the period as if the business combination or combinations had been completed at the beginning of a period.", "label": "Business Acquisition, Pro Forma Net Income (Loss)", "terseLabel": "Pro forma net loss" } } }, "localname": "BusinessAcquisitionsProFormaNetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionsProFormaRevenue": { "auth_ref": [ "r433", "r434" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The pro forma revenue for a period as if the business combination or combinations had been completed at the beginning of the period.", "label": "Business Acquisition, Pro Forma Revenue", "terseLabel": "Pro forma net revenue" } } }, "localname": "BusinessAcquisitionsProFormaRevenue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationAcquisitionRelatedCosts": { "auth_ref": [ "r432" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element represents acquisition-related costs incurred to effect a business combination which costs have been expensed during the period. Such costs include finder's fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and may include costs of registering and issuing debt and equity securities.", "label": "Business Combination, Acquisition Related Costs", "terseLabel": "Acquisition related costs" } } }, "localname": "BusinessCombinationAcquisitionRelatedCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferred1": { "auth_ref": [ "r449", "r450", "r453" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.", "label": "Business Combination, Consideration Transferred", "terseLabel": "Total consideration transferred", "verboseLabel": "Total consideration" } } }, "localname": "BusinessCombinationConsiderationTransferred1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1": { "auth_ref": [ "r126", "r457" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": 1.0 }, "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the value of a contingent consideration liability, including, but not limited to, differences arising upon settlement.", "label": "Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability", "terseLabel": "Fair value adjustment of contingent consideration" } } }, "localname": "BusinessCombinationContingentConsiderationArrangementsChangeInAmountOfContingentConsiderationLiability1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationLiability": { "auth_ref": [ "r448", "r451", "r456" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability recognized arising from contingent consideration in a business combination.", "label": "Business Combination, Contingent Consideration, Liability", "terseLabel": "Contingent Consideration" } } }, "localname": "BusinessCombinationContingentConsiderationLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationLiabilityNoncurrent": { "auth_ref": [ "r448", "r452" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability recognized arising from contingent consideration in a business combination, expected to be settled beyond one year or the normal operating cycle, if longer.", "label": "Business Combination, Contingent Consideration, Liability, Noncurrent", "terseLabel": "Contingent consideration", "totalLabel": "ApiFix future consideration, net of current portion" } } }, "localname": "BusinessCombinationContingentConsiderationLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationDisclosureTextBlock": { "auth_ref": [ "r458" ], "lang": { "en-us": { "role": { "documentation": "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).", "label": "Business Combination Disclosure [Text Block]", "terseLabel": "BUSINESS COMBINATION" } } }, "localname": "BusinessCombinationDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATION" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentFinancialAssets": { "auth_ref": [ "r441" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element represents the amount of any measurement period adjustment (as defined) realized during the reporting period to financial assets acquired in connection with a business combination for which the initial accounting was incomplete.", "label": "Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets", "terseLabel": "Measurement period adjustment, accounts receivable - trade" } } }, "localname": "BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentFinancialAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentIntangibles": { "auth_ref": [ "r441" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element represents the amount of any measurement period adjustment (as defined) realized during the reporting period to intangibles acquired in connection with a business combination for which the initial accounting was incomplete.", "label": "Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles", "terseLabel": "Measurement period adjustment, increase in intangibles" } } }, "localname": "BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentIntangibles", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentInventory": { "auth_ref": [ "r441" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element represents the amount of any measurement period adjustment (as defined) realized during the reporting period to inventory acquired in connection with a business combination for which the initial accounting was incomplete.", "label": "Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory", "terseLabel": "Measurement period adjustment, inventory" } } }, "localname": "BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentInventory", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets": { "auth_ref": [ "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of assets acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets", "totalLabel": "Total assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]", "terseLabel": "Assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents": { "auth_ref": [ "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 4.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents", "terseLabel": "Cash" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets": { "auth_ref": [ "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 7.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets", "terseLabel": "Prepaid expenses and other current assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsPrepaidExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables": { "auth_ref": [ "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 5.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount due from customers or clients for goods or services, including trade receivables, that have been delivered or sold in the normal course of business, and amounts due from others, including related parties expected to be converted to cash, sold or exchanged within one year or the normal operating cycle, if longer, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables", "terseLabel": "Accounts receivable-trade" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssetsReceivables", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilities": { "auth_ref": [ "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities due within one year or within the normal operating cycle, if longer, assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities", "terseLabel": "Accounts payable and accrued liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther": { "auth_ref": [ "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 4.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of other liabilities due within one year or within the normal operating cycle, if longer, assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other", "terseLabel": "Other current liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities": { "auth_ref": [ "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities", "terseLabel": "Deferred tax liability", "verboseLabel": "Deferred income taxes" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets": { "auth_ref": [ "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 8.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of assets, excluding financial assets and goodwill, that lack physical substance, having a projected indefinite period of benefit, acquired at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets", "terseLabel": "Other intangible assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIndefiniteLivedIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles": { "auth_ref": [ "r437", "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of identifiable intangible assets recognized as of the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles", "terseLabel": "Amortizable intangible assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory": { "auth_ref": [ "r437", "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of inventory recognized as of the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory", "terseLabel": "Inventories" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedInventory", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities": { "auth_ref": [ "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]", "terseLabel": "Liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet": { "auth_ref": [ "r437", "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized as of the acquisition date for the identifiable assets acquired in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net", "terseLabel": "Less: total net assets", "totalLabel": "Less: total net assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncurrentLiabilitiesOther": { "auth_ref": [ "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 5.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of other liabilities due after one year or the normal operating cycle, if longer, assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other", "terseLabel": "Other long-term liabilities" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNoncurrentLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment": { "auth_ref": [ "r437", "r438" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAssets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of property, plant, and equipment recognized as of the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment", "terseLabel": "Property and equipment" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet": { "auth_ref": [ "r438" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized for assets, including goodwill, in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net", "terseLabel": "Preliminary fair value of estimated total acquisition consideration" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combinations [Abstract]" } } }, "localname": "BusinessCombinationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationsPolicy": { "auth_ref": [ "r136", "r430" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy.", "label": "Business Combinations Policy [Policy Text Block]", "terseLabel": "Acquisition Payable and Contingent Consideration" } } }, "localname": "BusinessCombinationsPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CapitalizedCostsOfUnprovedPropertiesExcludedFromAmortizationByPropertyOrProjectAxis": { "auth_ref": [ "r533", "r534", "r535" ], "lang": { "en-us": { "role": { "documentation": "Information by project.", "label": "Project [Axis]", "terseLabel": "Project [Axis]" } } }, "localname": "CapitalizedCostsOfUnprovedPropertiesExcludedFromAmortizationByPropertyOrProjectAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CashAcquiredFromAcquisition": { "auth_ref": [ "r111" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the acquisition of business during the period (for example, cash that was held by the acquired business).", "label": "Cash Acquired from Acquisition", "terseLabel": "Cash acquired" } } }, "localname": "CashAcquiredFromAcquisition", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r26", "r63", "r129" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r39", "r130", "r136" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash, Cash Equivalents and Short-Term Investments" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r122", "r129", "r135" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Cash and restricted cash, end of period", "periodStartLabel": "Cash and restricted cash, beginning of period" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r122", "r488" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashIncludingDiscontinuedOperations": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Includes cash within disposal group or discontinued operation.", "label": "Cash, Including Discontinued Operations", "terseLabel": "Less cash of discontinued operations, end of period" } } }, "localname": "CashIncludingDiscontinuedOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashProvidedByUsedInOperatingActivitiesDiscontinuedOperations": { "auth_ref": [ "r16", "r122" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) of operating activities of discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Cash Provided by (Used in) Operating Activities, Discontinued Operations", "terseLabel": "Net cash used by operating activities - discontinued operations" } } }, "localname": "CashProvidedByUsedInOperatingActivitiesDiscontinuedOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]", "terseLabel": "Class of Stock [Line Items]" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r301" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "terseLabel": "Warrants exercise price (in dollars per share)" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ClassOfWarrantOrRightLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Warrant or Right [Line Items]", "terseLabel": "Class of Warrant or Right [Line Items]" } } }, "localname": "ClassOfWarrantOrRightLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of warrants or rights outstanding.", "label": "Class of Warrant or Right, Outstanding", "terseLabel": "Warrants outstanding (in shares)" } } }, "localname": "ClassOfWarrantOrRightOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ClassOfWarrantOrRightTable": { "auth_ref": [ "r308", "r348" ], "lang": { "en-us": { "role": { "documentation": "Disclosure for warrants or rights issued, which includes the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.", "label": "Class of Warrant or Right [Table]", "terseLabel": "Class of Warrant or Right [Table]" } } }, "localname": "ClassOfWarrantOrRightTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYWarrantsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r78", "r288", "r560", "r578" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and contingencies" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r285", "r286", "r287", "r290" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "COMMITMENTS AND CONTINGENCIES" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIES" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommitmentsAndContingenciesPolicyTextBlock": { "auth_ref": [ "r136", "r291", "r605", "r606" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.", "label": "Commitments and Contingencies, Policy [Policy Text Block]", "terseLabel": "Litigation and Contingencies" } } }, "localname": "CommitmentsAndContingenciesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r149", "r150" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r51" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock, par value (in dollars per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r51" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, shares authorized (in shares)" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r51" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common stock, shares issued (in shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r51", "r300" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "periodEndLabel": "Balance (in shares)", "periodStartLabel": "Balance (in shares)", "terseLabel": "Common stock, shares outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r51" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock, $0.00025 par value; 50,000,000 shares authorized; 19,560,291 shares and 16,723,128 shares issued and outstanding as of December 31, 2020 and December 31, 2019" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationAndRetirementDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Retirement Benefits [Abstract]" } } }, "localname": "CompensationAndRetirementDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_CompensationRelatedCostsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Compensation Related Costs [Abstract]" } } }, "localname": "CompensationRelatedCostsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r92", "r94", "r95", "r100", "r562", "r581" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Comprehensive loss" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomePolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for comprehensive income.", "label": "Comprehensive Income, Policy [Policy Text Block]", "terseLabel": "Comprehensive Income (Loss)" } } }, "localname": "ComprehensiveIncomePolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ComputerEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Long lived, depreciable assets that are used in the creation, maintenance and utilization of information systems.", "label": "Computer Equipment [Member]", "terseLabel": "Computer equipment" } } }, "localname": "ComputerEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r188", "r189", "r224", "r484", "r485" ], "lang": { "en-us": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]", "terseLabel": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r188", "r189", "r224", "r484", "r485", "r602" ], "lang": { "en-us": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]", "terseLabel": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r188", "r189", "r224", "r484", "r485", "r602" ], "lang": { "en-us": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]", "terseLabel": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Concentration Risk [Line Items]", "terseLabel": "Concentration Risk [Line Items]" } } }, "localname": "ConcentrationRiskLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskPercentage1": { "auth_ref": [ "r188", "r189", "r224", "r484", "r485" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.", "label": "Concentration Risk, Percentage", "terseLabel": "Concentration risk percentage" } } }, "localname": "ConcentrationRiskPercentage1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ConcentrationRiskTable": { "auth_ref": [ "r186", "r188", "r189", "r190", "r484", "r486" ], "lang": { "en-us": { "role": { "documentation": "Describes the nature of a concentration, a benchmark to which it is compared, and the percentage that the risk is to the benchmark.", "label": "Concentration Risk [Table]", "terseLabel": "Concentration Risk [Table]" } } }, "localname": "ConcentrationRiskTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r188", "r189", "r224", "r484", "r485" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]", "terseLabel": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConstructionInProgressMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service.", "label": "Construction in Progress [Member]", "terseLabel": "Construction in progress" } } }, "localname": "ConstructionInProgressMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostOfGoodsAndServicesSold": { "auth_ref": [ "r107", "r527" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_GrossProfit", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.", "label": "Cost of Goods and Services Sold", "terseLabel": "Cost of revenue" } } }, "localname": "CostOfGoodsAndServicesSold", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESShippingandHandlingCostsDetails", "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CustomerConcentrationRiskMember": { "auth_ref": [ "r187", "r224" ], "lang": { "en-us": { "role": { "documentation": "Reflects the percentage that revenues in the period from one or more significant customers is to net revenues, as defined by the entity, such as total net revenues, product line revenues, segment revenues. The risk is the materially adverse effects of loss of a significant customer.", "label": "Customer Concentration Risk [Member]", "terseLabel": "Customer Concentration Risk" } } }, "localname": "CustomerConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CustomerRelationshipsMember": { "auth_ref": [ "r444" ], "lang": { "en-us": { "role": { "documentation": "Customer relationship that exists between an entity and its customer, for example, but not limited to, tenant relationships.", "label": "Customer Relationships [Member]", "terseLabel": "Customer Relationships" } } }, "localname": "CustomerRelationshipsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r296" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "terseLabel": "DEBT AND CREDIT ARRANGEMENTS" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r42", "r44", "r45", "r551", "r554", "r569" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument.", "label": "Debt Instrument, Basis Spread on Variable Rate", "terseLabel": "Debt instrument, basis spread on variable rate" } } }, "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r499", "r501" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Term loan credit facility" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateEffectivePercentage": { "auth_ref": [ "r75", "r295", "r499" ], "lang": { "en-us": { "role": { "documentation": "Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.", "label": "Debt Instrument, Interest Rate, Effective Percentage", "terseLabel": "Debt instrument, interest rate, effective percentage" } } }, "localname": "DebtInstrumentInterestRateEffectivePercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r75" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Interest rate" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r76" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentPeriodicPayment": { "auth_ref": [ "r76", "r565" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the required periodic payments including both interest and principal payments.", "label": "Debt Instrument, Periodic Payment", "terseLabel": "Monthly interest and principal installments" } } }, "localname": "DebtInstrumentPeriodicPayment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r76", "r144", "r301", "r304", "r305", "r306", "r498", "r499", "r501", "r566" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r141", "r411", "r419" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal Income Tax Expense (Benefit)", "terseLabel": "Federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r141", "r411", "r419" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails": { "order": 4.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Deferred:" } } }, "localname": "DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r48", "r49", "r401", "r552", "r568" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTotalLabel": "Total deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilitiesNet": { "auth_ref": [ "r392", "r393" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences with jurisdictional netting.", "label": "Deferred Income Tax Liabilities, Net", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxesAndTaxCredits": { "auth_ref": [ "r128" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) and income tax credits.", "label": "Deferred Income Taxes and Tax Credits", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxesAndTaxCredits", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r141", "r411", "r419" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "State" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r402" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Total deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsInventory": { "auth_ref": [ "r409", "r410" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from inventory.", "label": "Deferred Tax Assets, Inventory", "terseLabel": "Inventories, net" } } }, "localname": "DeferredTaxAssetsInventory", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsLiabilitiesNet": { "auth_ref": [ "r404" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.", "label": "Deferred Tax Assets, Net", "totalLabel": "Deferred tax assets (liabilities), net" } } }, "localname": "DeferredTaxAssetsLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r404" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "totalLabel": "Net deferred tax assets" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNetAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Assets, Net [Abstract]", "terseLabel": "Deferred tax assets:" } } }, "localname": "DeferredTaxAssetsNetAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "auth_ref": [ "r409", "r410" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "terseLabel": "Loss carryforwards" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOther": { "auth_ref": [ "r409", "r410" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other.", "label": "Deferred Tax Assets, Other", "terseLabel": "Other" } } }, "localname": "DeferredTaxAssetsOther", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwards": { "auth_ref": [ "r407", "r409", "r410" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 7.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of a valuation allowances, of deferred tax assets attributable to deductible tax credit carryforwards including, but not limited to, research, foreign, general business, alternative minimum tax, and other deductible tax credit carryforwards.", "label": "Deferred Tax Assets, Tax Credit Carryforwards", "terseLabel": "Credit carryforwards" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwards", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "auth_ref": [ "r409", "r410" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost", "terseLabel": "Stock based compensation" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsLegalSettlements": { "auth_ref": [ "r409", "r410" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from the estimated loss from legal settlements.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Legal Settlements", "terseLabel": "Accrued Settlements" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsLegalSettlements", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r403" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedTerseLabel": "Valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilities": { "auth_ref": [ "r393", "r404" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting.", "label": "Deferred Tax Liabilities, Net", "negatedTotalLabel": "Deferred tax assets (liabilities), net" } } }, "localname": "DeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets": { "auth_ref": [ "r409", "r410" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill.", "label": "Deferred Tax Liabilities, Intangible Assets", "negatedLabel": "Intangibles" } } }, "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesNetAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Liabilities, Net [Abstract]", "terseLabel": "Deferred tax liabilities:" } } }, "localname": "DeferredTaxLiabilitiesNetAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxLiabilitiesPropertyPlantAndEquipment": { "auth_ref": [ "r409", "r410" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment.", "label": "Deferred Tax Liabilities, Property, Plant and Equipment", "negatedTerseLabel": "Property, plant and equipment" } } }, "localname": "DeferredTaxLiabilitiesPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESDeferredtaxassetsandliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanCostRecognized": { "auth_ref": [ "r342" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost for defined contribution plan.", "label": "Defined Contribution Plan, Cost", "terseLabel": "Employee contributions matched" } } }, "localname": "DefinedContributionPlanCostRecognized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/EMPLOYEEBENEFITPLANDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerMatchingContributionPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of employees' gross pay for which the employer contributes a matching contribution to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay", "terseLabel": "Percentage of employees' contribution match (up to)" } } }, "localname": "DefinedContributionPlanEmployerMatchingContributionPercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/EMPLOYEEBENEFITPLANDetails" ], "xbrltype": "percentItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r127", "r276" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "terseLabel": "Depreciation expense" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r127", "r202" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DevelopedTechnologyRightsMember": { "auth_ref": [ "r446" ], "lang": { "en-us": { "role": { "documentation": "Rights to developed technology, which can include the right to develop, use, market, sell, or offer for sale products, compounds, or intellectual property.", "label": "Developed Technology Rights [Member]", "terseLabel": "Internally Developed Software" } } }, "localname": "DevelopedTechnologyRightsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r382" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for share-based payment arrangement.", "label": "Share-based Payment Arrangement [Text Block]", "terseLabel": "STOCKHOLDERS' EQUITY" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITY" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Payment Arrangement [Abstract]" } } }, "localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DiscontinuedOperationGainLossOnDisposalOfDiscontinuedOperationNetOfTax": { "auth_ref": [ "r3", "r5", "r7", "r20" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of gain (loss) not previously recognized resulting from the disposal of a discontinued operation.", "label": "Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax", "terseLabel": "Loss on divestiture" } } }, "localname": "DiscontinuedOperationGainLossOnDisposalOfDiscontinuedOperationNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodBeforeIncomeTax": { "auth_ref": [ "r3", "r4", "r14" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 2.0, "parentTag": "us-gaap_DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of income (loss) from operations classified as a discontinued operation. Excludes gain (loss) on disposal and provision for gain (loss) until its disposal.", "label": "Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, before Income Tax", "totalLabel": "Pretax net loss of discontinued operations" } } }, "localname": "DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodBeforeIncomeTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodNetOfTax": { "auth_ref": [ "r3", "r4", "r20" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of income (loss) from operations classified as a discontinued operation. Excludes gain (loss) on disposal and provision for gain (loss) until disposal.", "label": "Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax", "totalLabel": "Net loss on discontinued operations" } } }, "localname": "DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DiscontinuedOperationTaxEffectOfDiscontinuedOperation": { "auth_ref": [ "r4", "r5", "r6", "r7", "r14", "r20", "r394", "r418", "r424" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESIncometaxesfromcontinuinganddiscontinuedoperationsDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefitIntraperiodTaxAllocation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) related to a discontinued operation. Includes, but is not limited to, tax expense (benefit) related to income (loss) from operations during the phase-out period, tax expense (benefit) related to gain (loss) on disposal, tax expense (benefit) related to gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and tax expense (benefit) related to adjustments of a prior period gain (loss) on disposal.", "label": "Discontinued Operation, Tax Effect of Discontinued Operation", "terseLabel": "Income from discontinued operations" } } }, "localname": "DiscontinuedOperationTaxEffectOfDiscontinuedOperation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESIncometaxesfromcontinuinganddiscontinuedoperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DiscontinuedOperationTaxEffectOfIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriod": { "auth_ref": [ "r4", "r20", "r424" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 1.0, "parentTag": "us-gaap_DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of tax expense (benefit) attributable to income (loss) from operations classified as a discontinued operation. Excludes tax expense (benefit) for gain (loss) on disposal and for provision for gain (loss) until disposal.", "label": "Discontinued Operation, Tax Effect of Income (Loss) from Discontinued Operation During Phase-out Period", "negatedLabel": "Income tax expense" } } }, "localname": "DiscontinuedOperationTaxEffectOfIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Discontinued Operations and Disposal Groups [Abstract]" } } }, "localname": "DiscontinuedOperationsAndDisposalGroupsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DiscontinuedOperationsDisposedOfBySaleMember": { "auth_ref": [ "r2" ], "lang": { "en-us": { "role": { "documentation": "Component or group of components disposed of by sale and representing a strategic shift that has or will have a major effect on operations and financial results.", "label": "Discontinued Operations, Disposed of by Sale [Member]", "terseLabel": "Disposed of by sale" } } }, "localname": "DiscontinuedOperationsDisposedOfBySaleMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails", "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisposalGroupClassificationAxis": { "auth_ref": [ "r19" ], "lang": { "en-us": { "role": { "documentation": "Information by disposal group classification.", "label": "Disposal Group Classification [Axis]", "terseLabel": "Disposal Group Classification [Axis]" } } }, "localname": "DisposalGroupClassificationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails", "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisposalGroupClassificationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Component or group of components disposed of, including but not limited to, disposal group held-for-sale or disposed of by sale, disposed of by means other than sale, and discontinued operations.", "label": "Disposal Group Classification [Domain]", "terseLabel": "Disposal Group Classification [Domain]" } } }, "localname": "DisposalGroupClassificationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails", "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationAccountsNotesAndLoansReceivableNet": { "auth_ref": [ "r0", "r1", "r17", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 8.0, "parentTag": "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as accounts, notes and loans receivable attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net", "terseLabel": "Accounts Receivable - trade, less allowance for doubtful accounts" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationAccountsNotesAndLoansReceivableNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationAccountsPayable": { "auth_ref": [ "r0", "r1", "r17", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount classified as accounts payable attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Accounts Payable", "terseLabel": "Accounts payable - trade" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationBalanceSheetDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract]", "terseLabel": "Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract]" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationBalanceSheetDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationCashAndCashEquivalents": { "auth_ref": [ "r0", "r1", "r17", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 9.0, "parentTag": "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as cash and cash equivalents attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents", "terseLabel": "Cash" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationCashAndCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationConsideration": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration received or receivable for the disposal of assets and liabilities, including discontinued operation.", "label": "Disposal Group, Including Discontinued Operation, Consideration", "terseLabel": "Divestiture purchase price" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationConsideration", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails", "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationCostsOfGoodsSold": { "auth_ref": [ "r15", "r23" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 5.0, "parentTag": "us-gaap_DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodBeforeIncomeTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of costs of goods sold attributable to disposal group, including, but not limited to, discontinued operation.", "label": "Disposal Group, Including Discontinued Operation, Costs of Goods Sold", "negatedLabel": "Cost of revenue" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationCostsOfGoodsSold", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationDeferredTaxLiabilities": { "auth_ref": [ "r0", "r1", "r17", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount classified as deferred tax liabilities attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities", "terseLabel": "Deferred tax liability" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationDeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationGeneralAndAdministrativeExpense": { "auth_ref": [ "r15" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 1.0, "parentTag": "us-gaap_DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodBeforeIncomeTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of general and administrative expense attributable to disposal group, including, but not limited to, discontinued operation.", "label": "Disposal Group, Including Discontinued Operation, General and Administrative Expense", "negatedLabel": "General and administrative" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationGeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationGoodwill1": { "auth_ref": [ "r0", "r1", "r17", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 1.0, "parentTag": "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as goodwill attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Goodwill", "terseLabel": "Goodwill" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationGoodwill1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationIntangibleAssets": { "auth_ref": [ "r0", "r1", "r17", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 2.0, "parentTag": "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as intangible assets, excluding goodwill, attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Intangible Assets", "terseLabel": "Amortizable intangible assets" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationInventory1": { "auth_ref": [ "r0", "r1", "r17", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 4.0, "parentTag": "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as inventory attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Inventory", "terseLabel": "Inventories, net" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationInventory1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationOtherAssets": { "auth_ref": [ "r0", "r1", "r17", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 3.0, "parentTag": "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as other assets attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Other Assets", "terseLabel": "Other intangible assets" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationOtherAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationOtherCurrentLiabilities": { "auth_ref": [ "r0", "r1", "r17", "r275", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount classified as other liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.", "label": "Disposal Group, Including Discontinued Operation, Other Liabilities, Current", "terseLabel": "Other current liabilities" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationOtherCurrentLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationOtherExpense": { "auth_ref": [ "r15" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 3.0, "parentTag": "us-gaap_DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodBeforeIncomeTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of other expense attributable to disposal group, including, but not limited to, discontinued operation.", "label": "Disposal Group, Including Discontinued Operation, Other Expense", "negatedLabel": "Other income (expense), net" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationOtherExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationPostretirementPlanBenefitObligation": { "auth_ref": [ "r1", "r17", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount classified as defined benefit non-pension postretirement plan obligations attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Postretirement Plan Benefit Obligation", "terseLabel": "Accrued compensation and benefits" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationPostretirementPlanBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationPrepaidAndOtherAssets": { "auth_ref": [ "r0", "r1", "r17", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 7.0, "parentTag": "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as prepaid and other assets attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Prepaid and Other Assets", "terseLabel": "Prepaid expenses and other current assets" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationPrepaidAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipment": { "auth_ref": [ "r0", "r1", "r17", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 5.0, "parentTag": "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as property, plant and equipment attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Property, Plant and Equipment", "terseLabel": "Property and equipment, net" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationRevenue": { "auth_ref": [ "r15", "r23" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 2.0, "parentTag": "us-gaap_DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodBeforeIncomeTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue attributable to disposal group, including, but not limited to, discontinued operation.", "label": "Disposal Group, Including Discontinued Operation, Revenue", "terseLabel": "Net revenue" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationRevenue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupNotDiscontinuedOperationIncomeStatementDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]", "terseLabel": "Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]" } } }, "localname": "DisposalGroupNotDiscontinuedOperationIncomeStatementDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock": { "auth_ref": [ "r24", "r284" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.", "label": "Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]", "terseLabel": "DISCONTINUED OPERATIONS" } } }, "localname": "DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONS" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisposalGroupsIncludingDiscontinuedOperationsNameDomain": { "auth_ref": [ "r343", "r345" ], "lang": { "en-us": { "role": { "documentation": "Name of disposal group.", "label": "Disposal Group Name [Domain]", "terseLabel": "Disposal Group Name [Domain]" } } }, "localname": "DisposalGroupsIncludingDiscontinuedOperationsNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRestrictedCashDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DomesticCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government that is entitled to levy and collect income taxes from the entity in its country of domicile.", "label": "Domestic Tax Authority [Member]", "terseLabel": "Federal" } } }, "localname": "DomesticCountryMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Earnings Per Share [Abstract]" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasicAndDiluted": { "auth_ref": [ "r169" ], "calculation": { "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Basic and Diluted", "terseLabel": "Net loss per share attributable to common stockholders - basic and diluted (in dollars per share)", "totalLabel": "Net loss per share attributable to common stockholders - basic and diluted (in dollars per share)" } } }, "localname": "EarningsPerShareBasicAndDiluted", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails", "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r171", "r172", "r173", "r175" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "NET LOSS PER SHARE" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/NETLOSSPERSHARE" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r488" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "terseLabel": "Effect of exchange rate changes on cash" } } }, "localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r395" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "totalLabel": "Income tax (expense) benefit" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r395", "r421" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails": { "order": 6.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "terseLabel": "Federal statutory rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r395", "r421" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails": { "order": 4.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "terseLabel": "Change in valuation allowance" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r395", "r421" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails": { "order": 7.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile.", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent", "terseLabel": "Effect of foreign rates different from statutory" } } }, "localname": "EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpense": { "auth_ref": [ "r395", "r421" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails": { "order": 2.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible expenses.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Percent", "terseLabel": "Nondeductible/nontaxable or other items" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r395", "r421" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails": { "order": 3.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "terseLabel": "State statutory rate, net of federal benefit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESReconciliationbetweentheeffectivetaxrateandthestatutorytaxrateDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r73" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Employee-related Liabilities, Current", "terseLabel": "Accrued compensation and benefits" } } }, "localname": "EmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrentAndNoncurrent": { "auth_ref": [ "r559", "r579" ], "calculation": { "http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITSDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits.", "label": "Employee-related Liabilities", "totalLabel": "Total accrued compensation and benefits" } } }, "localname": "EmployeeRelatedLiabilitiesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized [Abstract]", "terseLabel": "Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized [Abstract]" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r370" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Unrecognized compensation expense, weighted average period of recognition" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions": { "auth_ref": [ "r370" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost to be recognized for nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount", "terseLabel": "Unrecognized compensation expense" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedShareBasedAwardsOtherThanOptions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [ "r368" ], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.", "label": "Share-based Payment Arrangement, Option [Member]", "terseLabel": "Stock options" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/NETLOSSPERSHAREAntidilutiveSecuritiesDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r149", "r150", "r151", "r154", "r162", "r164", "r178", "r241", "r300", "r307", "r377", "r378", "r379", "r415", "r416", "r489", "r490", "r491", "r492", "r493", "r494", "r591", "r592", "r593" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r470", "r471", "r472", "r480" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r324", "r326", "r327", "r328", "r329", "r330", "r331", "r339", "r471", "r514", "r515", "r516" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value, Hierarchy [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByLiabilityClassAxis": { "auth_ref": [ "r479", "r480" ], "lang": { "en-us": { "role": { "documentation": "Information by class of liability.", "label": "Liability Class [Axis]", "terseLabel": "Liability Class [Axis]" } } }, "localname": "FairValueByLiabilityClassAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAcquisitionPayableandContingentConsiderationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r470", "r471", "r474", "r475", "r481" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r479" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "FAIR VALUE OF FINANCIAL INSTRUMENTS" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r324", "r326", "r331", "r339", "r471", "r514" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level 1" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r324", "r326", "r331", "r339", "r471", "r515" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level 2" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r324", "r326", "r327", "r328", "r329", "r330", "r331", "r339", "r471", "r516" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Level 3" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain": { "auth_ref": [ "r476" ], "lang": { "en-us": { "role": { "documentation": "Represents classes of liabilities measured and disclosed at fair value.", "label": "Fair Value by Liability Class [Domain]", "terseLabel": "Fair Value by Liability Class [Domain]" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAcquisitionPayableandContingentConsiderationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock": { "auth_ref": [ "r476", "r480" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]", "terseLabel": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]", "terseLabel": "Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings": { "auth_ref": [ "r477" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) recognized in income from liability measured at fair value on recurring basis using unobservable input (level 3).", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings", "terseLabel": "Fair value adjustment of contingent consideration" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityGainLossIncludedInEarnings", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAcquisitionPayableandContingentConsiderationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPurchases": { "auth_ref": [ "r478" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchases of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases", "verboseLabel": "Contingent consideration recorded as a result of the acquisition (Note 3)" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPurchases", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue": { "auth_ref": [ "r476" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value", "periodEndLabel": "Contingent consideration, ending balance", "periodStartLabel": "Contingent consideration, beginning balance" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r324", "r326", "r327", "r328", "r329", "r330", "r331", "r339", "r514", "r515", "r516" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r479", "r481" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]", "terseLabel": "Fair Value, Recurring" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSChangeinFairValueofLevel3InstrumentsDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueNetAssetLiability": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of asset after deduction of liability.", "label": "Fair Value, Net Asset (Liability)", "terseLabel": "Assets or liabilities measured at fair value" } } }, "localname": "FairValueNetAssetLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueOfFinancialInstrumentsPolicy": { "auth_ref": [ "r136", "r482", "r483" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining the fair value of financial instruments.", "label": "Fair Value of Financial Instruments, Policy [Policy Text Block]", "terseLabel": "Fair Value of Financial Instruments" } } }, "localname": "FairValueOfFinancialInstrumentsPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Asset, Useful Life", "terseLabel": "Intangible asset, useful life (in years)" } } }, "localname": "FiniteLivedIntangibleAssetUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r267" ], "calculation": { "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "negatedTerseLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails": { "order": 6.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r269" ], "calculation": { "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "terseLabel": "2021" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of amortization expense of assets, excluding financial assets, that lack physical substance, having a limited useful life.", "label": "Finite-lived Intangible Assets Amortization Expense [Table Text Block]", "terseLabel": "Schedule of amortization expense of amortizable intangible assets" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "auth_ref": [ "r269" ], "calculation": { "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails": { "order": 5.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Five", "terseLabel": "2025" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r269" ], "calculation": { "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails": { "order": 4.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four", "terseLabel": "2024" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r269" ], "calculation": { "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails": { "order": 3.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "terseLabel": "2023" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r269" ], "calculation": { "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "terseLabel": "2022" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r261", "r265", "r267", "r271", "r528", "r532" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsFutureAmortizationExpenseCurrentAndFiveSucceedingFiscalYearsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]", "terseLabel": "Year Ending December 31:" } } }, "localname": "FiniteLivedIntangibleAssetsFutureAmortizationExpenseCurrentAndFiveSucceedingFiscalYearsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r267", "r532" ], "calculation": { "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Gross Intangible Assets" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r261", "r266" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r267", "r528" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_IntangibleAssetsNetIncludingGoodwill", "weight": 1.0 }, "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "terseLabel": "Amortizable intangible assets, net", "totalLabel": "Net Intangible Assets" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSFutureAmortizationExpenseDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsRemainingAmortizationPeriod1": { "auth_ref": [ "r528" ], "lang": { "en-us": { "role": { "documentation": "Remaining amortization period of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Assets, Remaining Amortization Period", "terseLabel": "Weighted-Average Amortization Period (in years)" } } }, "localname": "FiniteLivedIntangibleAssetsRemainingAmortizationPeriod1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FinitelivedIntangibleAssetsAcquired1": { "auth_ref": [ "r262" ], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 1.0, "parentTag": "kids_IntangibleAssetsAcquired", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in assets, excluding financial assets, lacking physical substance with a definite life, from an acquisition.", "label": "Finite-lived Intangible Assets Acquired", "terseLabel": "Finite-lived intangible assets acquired" } } }, "localname": "FinitelivedIntangibleAssetsAcquired1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax departments of governments entitled to levy and collect income taxes from the entity outside the entity's country of domicile.", "label": "Foreign Tax Authority [Member]", "terseLabel": "Foreign" } } }, "localname": "ForeignCountryMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r136", "r496" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Transactions and Translations Policy [Policy Text Block]", "terseLabel": "Foreign Currency Transactions" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FurnitureAndFixturesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures [Member]", "terseLabel": "Furniture and fixtures" } } }, "localname": "FurnitureAndFixturesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GainLossOnDispositionOfAssets1": { "auth_ref": [ "r127" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) on sale or disposal of assets, including but not limited to property plant and equipment, intangible assets and equity in securities of subsidiaries or equity method investee.", "label": "Gain (Loss) on Disposition of Assets", "negatedLabel": "Loss on sale of discontinued operations" } } }, "localname": "GainLossOnDispositionOfAssets1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnSaleOfBusiness": { "auth_ref": [ "r127", "r466" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) from sale and disposal of integrated set of activities and assets capable of being conducted and managed for purpose of providing return in form of dividend, lower cost, or other economic benefit to investor, owner, member and participant.", "label": "Gain (Loss) on Disposition of Business", "terseLabel": "Gain (Loss) from discontinued operations" } } }, "localname": "GainLossOnSaleOfBusiness", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r108" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 4.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and Administrative Expense", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpenseMember": { "auth_ref": [ "r101" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing general and administrative expense.", "label": "General and Administrative Expense [Member]", "terseLabel": "General and Administrative Expense" } } }, "localname": "GeneralAndAdministrativeExpenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r252", "r253", "r549" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_IntangibleAssetsNetIncludingGoodwill", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "periodEndLabel": "Goodwill, ending balance", "periodStartLabel": "Goodwill, beginning balance", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAcquiredDuringPeriod": { "auth_ref": [ "r254" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination.", "label": "Goodwill, Acquired During Period", "terseLabel": "Acquisition" } } }, "localname": "GoodwillAcquiredDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsIntangibleAssetsIndefiniteLivedPolicy": { "auth_ref": [ "r136", "r270" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for indefinite-lived intangible assets (that is, those intangible assets not subject to amortization). This accounting policy also may address how the entity assesses whether events and circumstances continue to support an indefinite useful life and how the entity assesses and measures impairment of such assets.", "label": "Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block]", "terseLabel": "Other Intangible Assets" } } }, "localname": "GoodwillAndIntangibleAssetsIntangibleAssetsIndefiniteLivedPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillForeignCurrencyTranslationGainLoss": { "auth_ref": [ "r256" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of foreign currency translation gain (loss) which increases (decreases) an asset representing future economic benefits from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Foreign Currency Translation Gain (Loss)", "terseLabel": "Foreign currency translation impact" } } }, "localname": "GoodwillForeignCurrencyTranslationGainLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Goodwill [Line Items]", "terseLabel": "Goodwill [Line Items]" } } }, "localname": "GoodwillLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GoodwillPurchaseAccountingAdjustments": { "auth_ref": [ "r257", "r431" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from adjustments after acquisition date under purchase accounting of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Purchase Accounting Adjustments", "negatedLabel": "Measurement period adjustment, decrease in goodwill", "terseLabel": "Measurement period adjustment" } } }, "localname": "GoodwillPurchaseAccountingAdjustments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Goodwill [Roll Forward]", "terseLabel": "Goodwill [Roll Forward]" } } }, "localname": "GoodwillRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GoodwillWrittenOffRelatedToSaleOfBusinessUnit": { "auth_ref": [ "r255" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of divestiture of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Written off Related to Sale of Business Unit", "negatedLabel": "Divestiture of Vilex in Tennessee, Inc." } } }, "localname": "GoodwillWrittenOffRelatedToSaleOfBusinessUnit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GrossProfit": { "auth_ref": [ "r105", "r139", "r204", "r208", "r212", "r215", "r218", "r237", "r487" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.", "label": "Gross Profit", "terseLabel": "Gross profit", "totalLabel": "Gross profit" } } }, "localname": "GrossProfit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IPOMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First sale of stock by a private company to the public.", "label": "IPO [Member]", "terseLabel": "IPO" } } }, "localname": "IPOMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ImpairmentOfIntangibleAssetsFinitelived": { "auth_ref": [ "r127", "r272" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of impairment loss recognized in the period resulting from the write-down of the carrying amount of a finite-lived intangible asset to fair value.", "label": "Impairment of Intangible Assets, Finite-lived", "terseLabel": "Impairment of finite-lived intangible assets" } } }, "localname": "ImpairmentOfIntangibleAssetsFinitelived", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill": { "auth_ref": [ "r127", "r272" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of impairment loss resulting from write-down of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit to fair value.", "label": "Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)", "terseLabel": "Impairment of indefinitely-lived tradename assets", "verboseLabel": "Impairment of indefinitely-lived assets" } } }, "localname": "ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperations": { "auth_ref": [ "r106", "r128", "r158", "r159", "r160", "r161", "r167", "r170", "r459" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 }, "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of income (loss) from continuing operations attributable to the parent.", "label": "Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent", "terseLabel": "Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent", "totalLabel": "Net loss from continuing operations" } } }, "localname": "IncomeLossFromContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r146", "r420" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "terseLabel": "Domestic" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincomefromcontinuingoperationsbeforetaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r146", "r420" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "terseLabel": "Foreign" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincomefromcontinuingoperationsbeforetaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments": { "auth_ref": [ "r146", "r204", "r208", "r212", "r215", "r218" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperations", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations before deduction of income tax expense (benefit) and income (loss) attributable to noncontrolling interest, and addition of income (loss) from equity method investments.", "label": "Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest", "terseLabel": "Loss before income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincomefromcontinuingoperationsbeforetaxesDetails", "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsPerBasicAndDilutedShare": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails": { "order": 1.0, "parentTag": "us-gaap_EarningsPerShareBasicAndDiluted", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) from continuing operations per each basic and diluted share of common stock or unit when the per share amount is the same for both basic and diluted shares.", "label": "Income (Loss) from Continuing Operations, Per Basic and Diluted Share", "terseLabel": "Net loss from continuing operations per share attributable to common stockholders - basic and diluted (in dollars per share)" } } }, "localname": "IncomeLossFromContinuingOperationsPerBasicAndDilutedShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails", "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity": { "auth_ref": [ "r3", "r4", "r5", "r6", "r7", "r14", "r20", "r460" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 }, "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.", "label": "Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent", "negatedLabel": "Net loss from discontinued operations, net of tax", "terseLabel": "Net loss from discontinued operations" } } }, "localname": "IncomeLossFromDiscontinuedOperationsNetOfTaxAttributableToReportingEntity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails", "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxPerBasicAndDilutedShare": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails": { "order": 2.0, "parentTag": "us-gaap_EarningsPerShareBasicAndDiluted", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Per basic and diluted share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation, when the per share amount is the same.", "label": "Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic and Diluted Share", "terseLabel": "Net loss from discontinued operations per share attributable to common stockholders - basic and diluted (in dollars per share)" } } }, "localname": "IncomeLossFromDiscontinuedOperationsNetOfTaxPerBasicAndDilutedShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails", "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis": { "auth_ref": [ "r343", "r345" ], "lang": { "en-us": { "role": { "documentation": "Information by name of disposal group.", "label": "Disposal Group Name [Axis]", "terseLabel": "Disposal Group Name [Axis]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRestrictedCashDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]", "terseLabel": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRestrictedCashDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsTable": { "auth_ref": [ "r1", "r8", "r9", "r10", "r11", "r12", "r13", "r18", "r21", "r22", "r23", "r282", "r283" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.", "label": "Disposal Groups, Including Discontinued Operations [Table]", "terseLabel": "Disposal Groups, Including Discontinued Operations [Table]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRestrictedCashDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r280" ], "lang": { "en-us": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r397" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r396", "r399", "r406", "r417", "r422", "r426", "r427", "r429" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "INCOME TAXES" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXES" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r141", "r163", "r164", "r203", "r394", "r418", "r423", "r582" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperations", "weight": -1.0 }, "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.orthopediatrics.com/role/INCOMETAXESIncometaxesfromcontinuinganddiscontinuedoperationsDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefitIntraperiodTaxAllocation", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "terseLabel": "Provision for income taxes (benefit)", "totalLabel": "Total income tax expense (benefit)" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails", "http://www.orthopediatrics.com/role/INCOMETAXESIncometaxesfromcontinuinganddiscontinuedoperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxExpenseBenefitIntraperiodTaxAllocation": { "auth_ref": [ "r418", "r425" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESIncometaxesfromcontinuinganddiscontinuedoperationsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of income tax expense (benefit) for continuing operations, discontinued operations, other comprehensive income, and items charged (credited) directly to shareholders' equity.", "label": "Income Tax Expense (Benefit), Intraperiod Tax Allocation", "totalLabel": "Total tax expense (benefit)" } } }, "localname": "IncomeTaxExpenseBenefitIntraperiodTaxAllocation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESIncometaxesfromcontinuinganddiscontinuedoperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r96", "r136", "r390", "r391", "r399", "r400", "r405", "r412", "r607" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncreaseDecreaseInAccountsAndNotesReceivable": { "auth_ref": [ "r126" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period of the sum of amounts due within one year (or one business cycle) from customers for the credit sale of goods and services; and from note holders for outstanding loans.", "label": "Increase (Decrease) in Accounts and Notes Receivable", "negatedTerseLabel": "Accounts receivable - trade" } } }, "localname": "IncreaseDecreaseInAccountsAndNotesReceivable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "auth_ref": [ "r126" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Increase (Decrease) in Accounts Payable", "terseLabel": "Accounts payable - trade" } } }, "localname": "IncreaseDecreaseInAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedLiabilities": { "auth_ref": [ "r126" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid.", "label": "Increase (Decrease) in Accrued Liabilities", "terseLabel": "Accrued expenses and other liabilities" } } }, "localname": "IncreaseDecreaseInAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInInventories": { "auth_ref": [ "r126" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.", "label": "Increase (Decrease) in Inventories", "negatedTerseLabel": "Inventories" } } }, "localname": "IncreaseDecreaseInInventories", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in certain current assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingCapitalNet": { "auth_ref": [ "r126" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating assets after deduction of operating liabilities classified as other.", "label": "Increase (Decrease) in Other Operating Assets and Liabilities, Net", "negatedTerseLabel": "Other" } } }, "localname": "IncreaseDecreaseInOtherOperatingCapitalNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets": { "auth_ref": [ "r126" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in prepaid expenses, and assets classified as other.", "label": "Increase (Decrease) in Prepaid Expense and Other Assets", "negatedTerseLabel": "Prepaid expenses and other current assets" } } }, "localname": "IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "stringItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r264", "r270" ], "lang": { "en-us": { "role": { "documentation": "Information by type or class of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit.", "label": "Indefinite-lived Intangible Assets [Axis]", "terseLabel": "Indefinite-lived Intangible Assets [Axis]" } } }, "localname": "IndefiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Indefinite-lived Intangible Assets [Line Items]", "terseLabel": "Indefinite-lived Intangible Assets [Line Items]" } } }, "localname": "IndefiniteLivedIntangibleAssetsByMajorClassLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsExcludingGoodwill": { "auth_ref": [ "r270" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_IntangibleAssetsNetIncludingGoodwill", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit.", "label": "Indefinite-lived Intangible Assets (Excluding Goodwill)", "terseLabel": "Other intangible assets", "verboseLabel": "Non-amortizing intangible assets" } } }, "localname": "IndefiniteLivedIntangibleAssetsExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r264", "r270" ], "lang": { "en-us": { "role": { "documentation": "The major class of indefinite-lived intangible asset (for example, trade names, etc. but not all-inclusive), excluding goodwill. A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of the company.", "label": "Indefinite-lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Indefinite-lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "IndefiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IndefinitelivedIntangibleAssetsAcquired": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails": { "order": 2.0, "parentTag": "kids_IntangibleAssetsAcquired", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in assets, excluding financial assets and goodwill, lacking physical substance with an indefinite life, from an acquisition.", "label": "Indefinite-lived Intangible Assets Acquired", "terseLabel": "Indefinite-lived intangible assets acquired" } } }, "localname": "IndefinitelivedIntangibleAssetsAcquired", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r274" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all or part of the information related to intangible assets.", "label": "Intangible Assets Disclosure [Text Block]", "terseLabel": "GOODWILL AND INTANGIBLE ASSETS" } } }, "localname": "IntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETS" ], "xbrltype": "textBlockItemType" }, "us-gaap_IntangibleAssetsFiniteLivedPolicy": { "auth_ref": [ "r136", "r266", "r524", "r525", "r526", "r528" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for finite-lived intangible assets. This accounting policy also might address: (1) the amortization method used; (2) the useful lives of such assets; and (3) how the entity assesses and measures impairment of such assets.", "label": "Intangible Assets, Finite-Lived, Policy [Policy Text Block]", "terseLabel": "Amortizable Intangible Assets, net" } } }, "localname": "IntangibleAssetsFiniteLivedPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IntangibleAssetsNetIncludingGoodwill": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount of finite-lived intangible assets, indefinite-lived intangible assets and goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets are assets, not including financial assets, lacking physical substance.", "label": "Intangible Assets, Net (Including Goodwill)", "totalLabel": "Total other assets" } } }, "localname": "IntangibleAssetsNetIncludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IntellectualPropertyMember": { "auth_ref": [ "r447" ], "lang": { "en-us": { "role": { "documentation": "Intangible asset arising from original creative thought. Include, but is not limited to, trademarks, patents, and copyrights.", "label": "Intellectual Property [Member]", "terseLabel": "Intellectual Property" } } }, "localname": "IntellectualPropertyMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r97", "r201", "r497", "r500", "r563" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "terseLabel": "Interest expense", "verboseLabel": "Interest expense, net" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAcquisitionPayableandContingentConsiderationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r121", "r123", "r131" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "terseLabel": "Cash paid for interest" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryNet": { "auth_ref": [ "r27", "r81" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Inventory, Net", "terseLabel": "Inventories, net" } } }, "localname": "InventoryNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryPolicyTextBlock": { "auth_ref": [ "r35", "r82", "r136", "r176", "r248", "r250", "r251" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.", "label": "Inventory, Policy [Policy Text Block]", "terseLabel": "Inventories, net" } } }, "localname": "InventoryPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryWriteDown": { "auth_ref": [ "r249" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of loss from reductions in inventory due to subsequent measurement adjustments, including, but not limited to, physical deterioration, obsolescence, or changes in price levels.", "label": "Inventory Write-down", "terseLabel": "Charges for obsolete inventory" } } }, "localname": "InventoryWriteDown", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESInventoriesnetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentsFairValueDisclosure": { "auth_ref": [ "r470" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method.", "label": "Investments, Fair Value Disclosure", "terseLabel": "Short term investments" } } }, "localname": "InvestmentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSScheduleofAssetsandLiabilitiesMeasuredatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LandMember": { "auth_ref": [ "r319" ], "lang": { "en-us": { "role": { "documentation": "Part of earth's surface not covered by water.", "label": "Land [Member]", "terseLabel": "Land" } } }, "localname": "LandMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r72", "r139", "r210", "r237", "r463", "r467", "r468", "r487" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r59", "r139", "r237", "r487", "r555", "r576" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total liabilities and stockholders' equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "LIABILITIES AND STOCKHOLDERS' EQUITY" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r74", "r139", "r237", "r463", "r467", "r468", "r487" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities:" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesNoncurrent": { "auth_ref": [ "r36", "r37", "r38", "r45", "r46", "r139", "r237", "r463", "r467", "r468", "r487" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation due after one year or beyond the normal operating cycle, if longer.", "label": "Liabilities, Noncurrent", "totalLabel": "Total long-term liabilities" } } }, "localname": "LiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesNoncurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Noncurrent [Abstract]", "terseLabel": "Long-term liabilities:" } } }, "localname": "LiabilitiesNoncurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation": { "auth_ref": [ "r0", "r1", "r17", "r19", "r23", "r281" ], "calculation": { "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails": { "order": 2.0, "parentTag": "kids_DisposalGroupIncludingDiscontinuedOperationAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount classified as liabilities attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Liabilities", "totalLabel": "Total liabilities divested" } } }, "localname": "LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Disposal Group, Including Discontinued Operation, Liabilities [Abstract]", "terseLabel": "Disposal Group, Including Discontinued Operation, Liabilities [Abstract]" } } }, "localname": "LiabilitiesOfDisposalGroupIncludingDiscontinuedOperationAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LicenseMember": { "auth_ref": [ "r319" ], "lang": { "en-us": { "role": { "documentation": "Right to use intangible asset. Intangible asset includes, but is not limited to, patent, copyright, technology, manufacturing process, software or trademark.", "label": "License [Member]", "terseLabel": "Licenses" } } }, "localname": "LicenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "domainItemType" }, "us-gaap_LicensingAgreementsMember": { "auth_ref": [ "r445" ], "lang": { "en-us": { "role": { "documentation": "Rights, generally of limited duration, under a license arrangement (for example, to sell or otherwise utilize specified products or processes in a specified territory).", "label": "Licensing Agreements [Member]", "terseLabel": "License agreements" } } }, "localname": "LicensingAgreementsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LineOfCreditFacilityCommitmentFeeAmount": { "auth_ref": [ "r69" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the fee for available but unused credit capacity under the credit facility.", "label": "Line of Credit Facility, Commitment Fee Amount", "terseLabel": "Commitment fee" } } }, "localname": "LineOfCreditFacilityCommitmentFeeAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityCommitmentFeePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The fee, expressed as a percentage of the line of credit facility, for the line of credit facility regardless of whether the facility has been used.", "label": "Line of Credit Facility, Commitment Fee Percentage", "terseLabel": "Unused commitment fee percentage" } } }, "localname": "LineOfCreditFacilityCommitmentFeePercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r69" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Revolving credit facility" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars.", "label": "Line of Credit [Member]", "terseLabel": "Revolving credit facility with Squadron" } } }, "localname": "LineOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LitigationReserveCurrent": { "auth_ref": [ "r78", "r288", "r289" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount of reserve for known or estimated probable loss from litigation, which may include attorneys' fees and other litigation costs, which is expected to be paid within one year of the date of the statement of financial position.", "label": "Estimated Litigation Liability, Current", "terseLabel": "Accrued legal settlements" } } }, "localname": "LitigationReserveCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIESDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESLitigationandContingenciesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LitigationSettlementExpense": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of litigation expense, including but not limited to legal, forensic, accounting, and investigative fees.", "label": "Litigation Settlement, Expense", "terseLabel": "Legal settlement expenses" } } }, "localname": "LitigationSettlementExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LondonInterbankOfferedRateLIBORMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate at which a bank borrows funds from other banks in the London interbank market.", "label": "London Interbank Offered Rate (LIBOR) [Member]", "terseLabel": "Three month LIBOR" } } }, "localname": "LondonInterbankOfferedRateLIBORMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r45", "r294", "r554", "r573" ], "calculation": { "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt", "terseLabel": "Mortgage balance", "totalLabel": "Total debt" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtCurrent": { "auth_ref": [ "r71" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails": { "order": 1.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Current Maturities", "terseLabel": "Less: current maturities", "verboseLabel": "Current principal due" } } }, "localname": "LongTermDebtCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalAfterYearFive": { "auth_ref": [ "r147", "r292" ], "calculation": { "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails": { "order": 6.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Long-Term Debt, Maturity, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths": { "auth_ref": [ "r147", "r292" ], "calculation": { "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails": { "order": 1.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Long-Term Debt, Maturity, Year One", "terseLabel": "2021" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive": { "auth_ref": [ "r147", "r292" ], "calculation": { "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails": { "order": 5.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Long-Term Debt, Maturity, Year Five", "terseLabel": "2025" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour": { "auth_ref": [ "r147", "r292" ], "calculation": { "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails": { "order": 4.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Long-Term Debt, Maturity, Year Four", "terseLabel": "2024" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree": { "auth_ref": [ "r147", "r292" ], "calculation": { "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails": { "order": 3.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Long-Term Debt, Maturity, Year Three", "terseLabel": "2023" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo": { "auth_ref": [ "r147", "r292" ], "calculation": { "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails": { "order": 2.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Long-Term Debt, Maturity, Year Two", "terseLabel": "2022" } } }, "localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r76" ], "calculation": { "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails": { "order": 2.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Excluding Current Maturities", "terseLabel": "Long-term debt, net of current maturities" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermNotesAndLoans": { "auth_ref": [ "r76" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of all notes and loans payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion.", "label": "Notes and Loans, Noncurrent", "terseLabel": "Long-term debt with affiliate, net of current portion" } } }, "localname": "LongTermNotesAndLoans", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermPurchaseCommitmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Long-term Purchase Commitment [Line Items]", "terseLabel": "Long-term Purchase Commitment [Line Items]" } } }, "localname": "LongTermPurchaseCommitmentLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIESDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermPurchaseCommitmentTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule setting forth key provisions of an arrangement under which the entity has agreed to purchase goods or services over a period of time greater than one year or the normal operating cycle, if longer, including the item for which expenditures will be made, minimum quantities, milestones, time period and committed amount.", "label": "Long-term Purchase Commitment [Table]", "terseLabel": "Long-term Purchase Commitment [Table]" } } }, "localname": "LongTermPurchaseCommitmentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/COMMITMENTSANDCONTINGENCIESDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r76" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r76", "r293" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MaturitiesOfLongTermDebtAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Maturities of Long-term Debt [Abstract]", "terseLabel": "Maturities of Long-term Debt [Abstract]" } } }, "localname": "MaturitiesOfLongTermDebtAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSFuturePrincipalPaymentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputDiscountRateMember": { "auth_ref": [ "r473" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using interest rate to determine present value of future cash flows.", "label": "Measurement Input, Discount Rate [Member]", "terseLabel": "Present value discount rate" } } }, "localname": "MeasurementInputDiscountRateMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputPriceVolatilityMember": { "auth_ref": [ "r473" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using rate at which price of security will increase (decrease) for given set of returns.", "label": "Measurement Input, Price Volatility [Member]", "terseLabel": "Volatility factor" } } }, "localname": "MeasurementInputPriceVolatilityMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputTypeAxis": { "auth_ref": [ "r473" ], "lang": { "en-us": { "role": { "documentation": "Information by type of measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Axis]", "terseLabel": "Measurement Input Type [Axis]" } } }, "localname": "MeasurementInputTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Domain]", "terseLabel": "Measurement Input Type [Domain]" } } }, "localname": "MeasurementInputTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MortgagesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A loan to finance the purchase of real estate where the lender has a lien on the property as collateral for the loan.", "label": "Mortgages [Member]", "terseLabel": "Mortgage payable to affiliate" } } }, "localname": "MortgagesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NatureOfOperations": { "auth_ref": [ "r181", "r194" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.", "label": "Nature of Operations [Text Block]", "terseLabel": "BUSINESS" } } }, "localname": "NatureOfOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESS" ], "xbrltype": "textBlockItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r122" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "FINANCING ACTIVITIES" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r122" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "INVESTING ACTIVITIES" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r122", "r125", "r128" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash used in operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "OPERATING ACTIVITIES" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations": { "auth_ref": [ "r122", "r125", "r128" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, excluding discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities, Continuing Operations", "totalLabel": "Net cash used in operating activities - continuing operations" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r23", "r90", "r93", "r99", "r128", "r139", "r153", "r158", "r159", "r160", "r161", "r163", "r164", "r167", "r204", "r208", "r212", "r215", "r218", "r237", "r487", "r561", "r580" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": 1.0 }, "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 }, "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net loss", "totalLabel": "Net loss" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT", "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r158", "r159", "r160", "r161", "r165", "r166", "r168", "r170", "r204", "r208", "r212", "r215", "r218" ], "calculation": { "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "terseLabel": "Net loss attributable to common stockholders", "totalLabel": "Net loss attributable to common stockholders - basic and diluted" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails", "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsOrChangeInAccountingPrincipleLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "New Accounting Pronouncements or Change in Accounting Principle [Line Items]", "terseLabel": "New Accounting Pronouncements or Change in Accounting Principle [Line Items]" } } }, "localname": "NewAccountingPronouncementsOrChangeInAccountingPrincipleLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESShippingandHandlingCostsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsOrChangeInAccountingPrincipleTable": { "auth_ref": [ "r152", "r153", "r154", "r155", "r156", "r157", "r160", "r174", "r238", "r239", "r240", "r241", "r242", "r243", "r373", "r374", "r375", "r376", "r377", "r378", "r379", "r380", "r413", "r414", "r415", "r416", "r529", "r530", "r531", "r589", "r590", "r591", "r592", "r593", "r594", "r595", "r596", "r597", "r598", "r599", "r600" ], "lang": { "en-us": { "role": { "documentation": "Summarization of the changes in an accounting principle or a new accounting pronouncement, including the line items affected by the change and the financial effects of the change on those particular line items.", "label": "Accounting Standards Update and Change in Accounting Principle [Table]", "terseLabel": "New Accounting Pronouncements or Change in Accounting Principle [Table]" } } }, "localname": "NewAccountingPronouncementsOrChangeInAccountingPrincipleTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESShippingandHandlingCostsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recent Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NonUsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Countries excluding the United States of America (US).", "label": "Non-US [Member]", "terseLabel": "International" } } }, "localname": "NonUsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyGeographicalLocationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NoncompeteAgreementsMember": { "auth_ref": [ "r443" ], "lang": { "en-us": { "role": { "documentation": "Agreement in which one party agrees not to pursue a similar trade in competition with another party.", "label": "Noncompete Agreements [Member]", "terseLabel": "Non-competition Agreements" } } }, "localname": "NoncompeteAgreementsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NonoperatingIncomeExpense": { "auth_ref": [ "r109" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).", "label": "Nonoperating Income (Expense)", "negatedTotalLabel": "Total other expenses" } } }, "localname": "NonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NonvestedRestrictedStockSharesActivityTableTextBlock": { "auth_ref": [ "r355" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the changes in outstanding nonvested restricted stock shares.", "label": "Nonvested Restricted Stock Shares Activity [Table Text Block]", "terseLabel": "Schedule of Restricted Stock Activity" } } }, "localname": "NonvestedRestrictedStockSharesActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_NotesAndLoansReceivableNetCurrent": { "auth_ref": [ "r28", "r29", "r52", "r227", "r228", "r558" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 7.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of financing receivable, classified as current. Includes, but is not limited to, notes and loan receivable.", "label": "Financing Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Notes receivable" } } }, "localname": "NotesAndLoansReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesPayableOtherPayablesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A written promise to pay a note to a third party.", "label": "Notes Payable, Other Payables [Member]", "terseLabel": "Note payable to Squadron" } } }, "localname": "NotesPayableOtherPayablesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NotesReduction": { "auth_ref": [ "r132", "r133", "r134" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The value of notes retired (or transferred to another entity) in noncash investing or financing transactions.", "label": "Notes Reduction", "terseLabel": "Payment of Term Note B with revolving credit facility (See Note 8)" } } }, "localname": "NotesReduction", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NumberOfOperatingSegments": { "auth_ref": [ "r196" ], "lang": { "en-us": { "role": { "documentation": "Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues.", "label": "Number of Operating Segments", "terseLabel": "Number of operating segments" } } }, "localname": "NumberOfOperatingSegments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfReportingUnits": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of reporting units tested for impairment of goodwill. A reporting unit is an operating segment or one level below an operating segment.", "label": "Number of Reporting Units", "terseLabel": "Number of reporting units" } } }, "localname": "NumberOfReportingUnits", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESGoodwillandIntangibleAssetsDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OfficeEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tangible personal property used in an office setting. Examples include, but are not limited to, computers, copiers and fax machine.", "label": "Office Equipment [Member]", "terseLabel": "Office and other equipment" } } }, "localname": "OfficeEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "totalLabel": "Total operating expenses" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Expenses [Abstract]", "terseLabel": "Operating expenses:" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r204", "r208", "r212", "r215", "r218" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "terseLabel": "Operating loss", "totalLabel": "Operating loss" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r407" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "Loss carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwardsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Operating Loss Carryforwards [Line Items]", "terseLabel": "Operating Loss Carryforwards [Line Items]" } } }, "localname": "OperatingLossCarryforwardsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLossCarryforwardsTable": { "auth_ref": [ "r408" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization.", "label": "Operating Loss Carryforwards [Table]", "terseLabel": "Operating Loss Carryforwards [Table]" } } }, "localname": "OperatingLossCarryforwardsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureAndSignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r25", "r148", "r194", "r469" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the organization, consolidation and basis of presentation of financial statements disclosure, and significant accounting policies of the reporting entity. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements.", "label": "Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]", "terseLabel": "SIGNIFICANT ACCOUNTING POLICIES" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureAndSignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIES" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherAssetsNoncurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Assets, Noncurrent [Abstract]", "terseLabel": "Other assets:" } } }, "localname": "OtherAssetsNoncurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeAvailableforsaleSecuritiesAdjustmentNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r460", "r461", "r464" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments, of appreciation (loss) in value of unsold available-for-sale securities, attributable to parent entity. Excludes amounts related to other than temporary impairment (OTTI) loss.", "label": "Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax, Portion Attributable to Parent", "terseLabel": "Unrealized gain (loss) on short-term investments" } } }, "localname": "OtherComprehensiveIncomeAvailableforsaleSecuritiesAdjustmentNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r460", "r461", "r464" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent", "terseLabel": "Foreign currency translation adjustment" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossBeforeTaxPortionAttributableToParentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent [Abstract]", "terseLabel": "Other comprehensive (loss) income:" } } }, "localname": "OtherComprehensiveIncomeLossBeforeTaxPortionAttributableToParentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r91", "r94", "r460", "r461", "r464" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of other comprehensive income (loss) attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent", "terseLabel": "Other comprehensive income", "totalLabel": "Other comprehensive (loss) income, net of tax" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVELOSS", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesCurrent": { "auth_ref": [ "r32", "r33", "r73" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Current", "terseLabel": "Other current liabilities" } } }, "localname": "OtherLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r77" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other long-term liabilities" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r110" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "negatedTerseLabel": "Other expense (income)" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Nonoperating Income (Expense) [Abstract]", "terseLabel": "Other expenses:" } } }, "localname": "OtherNonoperatingIncomeExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_OtherTaxExpenseBenefit": { "auth_ref": [ "r140", "r394", "r412" ], "calculation": { "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of other income tax expense (benefit).", "label": "Other Tax Expense (Benefit)", "terseLabel": "(Decrease) Increase in valuation allowance" } } }, "localname": "OtherTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESComponentsofincometaxexpensebenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PatentsMember": { "auth_ref": [ "r446" ], "lang": { "en-us": { "role": { "documentation": "Exclusive legal right granted by the government to the owner of the patent to exploit an invention or a process for a period of time specified by law.", "label": "Patents [Member]", "terseLabel": "Patents" } } }, "localname": "PatentsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentForContingentConsiderationLiabilityInvestingActivities": { "auth_ref": [ "r115" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow, made soon after acquisition date of business combination, to settle contingent consideration liability.", "label": "Payment for Contingent Consideration Liability, Investing Activities", "terseLabel": "Anniversary payments" } } }, "localname": "PaymentForContingentConsiderationLiabilityInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForMergerRelatedCosts": { "auth_ref": [ "r124" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the reporting period for charges associated with the mergers.", "label": "Payments for Merger Related Costs", "terseLabel": "Payment of ApiFix transaction related costs" } } }, "localname": "PaymentsForMergerRelatedCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfFinancingCosts": { "auth_ref": [ "r120" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for loan and debt issuance costs.", "label": "Payments of Financing Costs", "terseLabel": "Discounts and commissions" } } }, "localname": "PaymentsOfFinancingCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfStockIssuanceCosts": { "auth_ref": [ "r120" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for cost incurred directly with the issuance of an equity security.", "label": "Payments of Stock Issuance Costs", "terseLabel": "Offering costs" } } }, "localname": "PaymentsOfStockIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessThreeNetOfCashAcquired": { "auth_ref": [ "r116" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with a third acquisition of a business, net of the cash acquired from the purchase.", "label": "Payments to Acquire Business Three, Net of Cash Acquired", "negatedTerseLabel": "Acquisition of Vilex and Orthex, net of cash acquired" } } }, "localname": "PaymentsToAcquireBusinessThreeNetOfCashAcquired", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessTwoNetOfCashAcquired": { "auth_ref": [ "r116" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with a second acquisition of a business, net of the cash acquired from the purchase.", "label": "Payments to Acquire Business Two, Net of Cash Acquired", "negatedLabel": "Acquisition of ApiFix, net of cash acquired" } } }, "localname": "PaymentsToAcquireBusinessTwoNetOfCashAcquired", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesGross": { "auth_ref": [ "r113", "r454" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price.", "label": "Payments to Acquire Businesses, Gross", "terseLabel": "Cash consideration" } } }, "localname": "PaymentsToAcquireBusinessesGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired": { "auth_ref": [ "r113" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase.", "label": "Payments to Acquire Businesses, Net of Cash Acquired", "negatedTerseLabel": "Acquisition of Telos, net of cash acquired" } } }, "localname": "PaymentsToAcquireBusinessesNetOfCashAcquired", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireIntangibleAssets": { "auth_ref": [ "r114" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill.", "label": "Payments to Acquire Intangible Assets", "negatedTerseLabel": "Purchases of licenses" } } }, "localname": "PaymentsToAcquireIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireNotesReceivable": { "auth_ref": [ "r112" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to acquire an agreement for an unconditional promise by the maker to pay the entity (holder) a definite sum of money at a future date. Such amount may include accrued interest receivable in accordance with the terms of the note. The note also may contain provisions including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among myriad other features and characteristics.", "label": "Payments to Acquire Notes Receivable", "negatedLabel": "Purchase of notes receivable" } } }, "localname": "PaymentsToAcquireNotesReceivable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r114" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedTerseLabel": "Purchases of property and equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireShortTermInvestments": { "auth_ref": [ "r116" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for securities or other assets acquired, which qualify for treatment as an investing activity and are to be liquidated, if necessary, within the current operating cycle. Includes cash flows from securities classified as trading securities that were acquired for reasons other than sale in the short-term.", "label": "Payments to Acquire Short-term Investments", "negatedTerseLabel": "Purchase of short term investments" } } }, "localname": "PaymentsToAcquireShortTermInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionAndOtherPostretirementBenefitsDisclosureTextBlock": { "auth_ref": [ "r323", "r325", "r331", "r332", "r334", "r335", "r336", "r337", "r338", "r339", "r340", "r341", "r342", "r347" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for retirement benefits.", "label": "Retirement Benefits [Text Block]", "terseLabel": "EMPLOYEE BENEFIT PLAN" } } }, "localname": "PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/EMPLOYEEBENEFITPLAN" ], "xbrltype": "textBlockItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r350", "r371" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r30", "r61", "r62" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Prepaid expenses and other current assets" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "auth_ref": [ "r117" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the additional capital contribution to the entity.", "label": "Proceeds from Issuance of Common Stock", "terseLabel": "Proceeds from issuance of common stock, net of issuance costs" } } }, "localname": "ProceedsFromIssuanceOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfLongTermDebt": { "auth_ref": [ "r118" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer.", "label": "Proceeds from Issuance of Long-term Debt", "terseLabel": "Proceeds from issuance of debt with affiliate" } } }, "localname": "ProceedsFromIssuanceOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOrSaleOfEquity": { "auth_ref": [ "r117" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity.", "label": "Proceeds from Issuance or Sale of Equity", "terseLabel": "Aggregate gross proceeds" } } }, "localname": "ProceedsFromIssuanceOrSaleOfEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromStockOptionsExercised": { "auth_ref": [ "r117", "r372" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from exercise of option under share-based payment arrangement.", "label": "Proceeds from Stock Options Exercised", "terseLabel": "Proceeds from exercise of stock options" } } }, "localname": "ProceedsFromStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProjectMember": { "auth_ref": [ "r538" ], "lang": { "en-us": { "role": { "documentation": "Planned program of work.", "label": "Project [Domain]", "terseLabel": "Project [Domain]" } } }, "localname": "ProjectMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r66", "r279" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Property, Plant and Equipment, Type [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r284", "r608", "r609", "r610" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment Disclosure [Text Block]", "terseLabel": "PROPERTY AND EQUIPMENT, NET" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNET" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r65", "r277" ], "calculation": { "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Property and equipment, gross" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r40", "r41", "r279", "r577" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Property and equipment, net", "totalLabel": "Total property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r64", "r136", "r279", "r608", "r609" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property and Equipment, net" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r40", "r279" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "verboseLabel": "Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r40", "r277" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Property, Plant and Equipment, Type [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "terseLabel": "Depreciable lives (in years)" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ProvisionForDoubtfulAccounts": { "auth_ref": [ "r102", "r245" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (reversal of expense) for expected credit loss on accounts receivable.", "label": "Accounts Receivable, Credit Loss Expense (Reversal)", "terseLabel": "Additions charged to expense" } } }, "localname": "ProvisionForDoubtfulAccounts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAccountsReceivableandAllowanceforDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r333", "r504", "r505" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]", "terseLabel": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Related Party Transaction [Line Items]", "terseLabel": "Related Party Transaction [Line Items]" } } }, "localname": "RelatedPartyTransactionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionPurchasesFromRelatedParty": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Purchases during the period (excluding transactions that are eliminated in consolidated or combined financial statements) with related party.", "label": "Related Party Transaction, Purchases from Related Party", "terseLabel": "Payments to related party" } } }, "localname": "RelatedPartyTransactionPurchasesFromRelatedParty", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r333", "r504", "r508", "r536", "r537", "r539", "r540", "r541", "r542", "r543", "r544", "r545", "r546", "r547", "r548" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]", "terseLabel": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r502", "r503", "r505", "r509", "r510" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "RELATED PARTY TRANSACTIONS" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONS" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfLinesOfCredit": { "auth_ref": [ "r119", "r145" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Repayments of Lines of Credit", "negatedLabel": "Payment of revolving credit facility with affiliate" } } }, "localname": "RepaymentsOfLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfNotesPayable": { "auth_ref": [ "r119" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for a borrowing supported by a written promise to pay an obligation.", "label": "Repayments of Notes Payable", "negatedLabel": "Payments on mortgage notes", "terseLabel": "Payments on mortgage notes" } } }, "localname": "RepaymentsOfNotesPayable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfRelatedPartyDebt": { "auth_ref": [ "r119" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for the payment of a long-term borrowing made from a related party where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Payments for Advances from Affiliates.", "label": "Repayments of Related Party Debt", "negatedTerseLabel": "Payments on note with affiliate", "verboseLabel": "Payment of revolving credit facility with affiliate" } } }, "localname": "RepaymentsOfRelatedPartyDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Research and Development [Abstract]" } } }, "localname": "ResearchAndDevelopmentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_ResearchAndDevelopmentArrangementContractToPerformForOthersByTypeAxis": { "auth_ref": [ "r386", "r387" ], "lang": { "en-us": { "role": { "documentation": "Information by form of arrangement related to research and development.", "label": "Research and Development Arrangement, Contract to Perform for Others, Type [Axis]", "terseLabel": "Research and Development Arrangement, Contract to Perform for Others, Type [Axis]" } } }, "localname": "ResearchAndDevelopmentArrangementContractToPerformForOthersByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ResearchAndDevelopmentArrangementContractToPerformForOthersLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Research and Development Arrangement, Contract to Perform for Others [Line Items]", "terseLabel": "Research and Development Arrangement, Contract to Perform for Others [Line Items]" } } }, "localname": "ResearchAndDevelopmentArrangementContractToPerformForOthersLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ResearchAndDevelopmentArrangementContractToPerformForOthersTypeDomain": { "auth_ref": [ "r386", "r387" ], "lang": { "en-us": { "role": { "documentation": "Listing of significant agreements under research and development arrangements accounted for as a contract to perform research and development for others.", "label": "Research and Development Arrangement, Contract to Perform for Others, Type [Domain]", "terseLabel": "Research and Development Arrangement, Contract to Perform for Others, Type [Domain]" } } }, "localname": "ResearchAndDevelopmentArrangementContractToPerformForOthersTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r385", "r621" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and Development Expense", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpensePolicy": { "auth_ref": [ "r136", "r385" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process.", "label": "Research and Development Expense, Policy [Policy Text Block]", "terseLabel": "Research and Development Costs" } } }, "localname": "ResearchAndDevelopmentExpensePolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ResearchDevelopmentAndComputerSoftwareDisclosureTextBlock": { "auth_ref": [ "r622" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for research, development, and computer software activities, including contracts and arrangements to be performed for others and with federal government. Includes costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility and in-process research and development acquired in a business combination consummated during the period.", "label": "Research, Development, and Computer Software Disclosure [Text Block]", "terseLabel": "STRATEGIC ARRANGEMENTS" } } }, "localname": "ResearchDevelopmentAndComputerSoftwareDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestrictedCashCurrent": { "auth_ref": [ "r26", "r39", "r135" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.", "label": "Restricted Cash, Current", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCashCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRestrictedCashDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockMember": { "auth_ref": [ "r171" ], "lang": { "en-us": { "role": { "documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met.", "label": "Restricted Stock [Member]", "terseLabel": "Restricted stock" } } }, "localname": "RestrictedStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/NETLOSSPERSHAREAntidilutiveSecuritiesDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r55", "r307", "r380", "r575", "r595", "r600" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "negatedTerseLabel": "Accumulated deficit", "terseLabel": "Accumulated deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r149", "r150", "r151", "r154", "r162", "r164", "r241", "r377", "r378", "r379", "r415", "r416", "r591", "r593" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Accumulated Deficit" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r199", "r200", "r207", "r213", "r214", "r220", "r221", "r224", "r317", "r318", "r527" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_GrossProfit", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Net revenue" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyCategoryDetails", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r137", "r309", "r310", "r311", "r312", "r313", "r314", "r315", "r316", "r322" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue from Contracts with Customers" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromRelatedParties": { "auth_ref": [ "r103", "r603" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.", "label": "Revenue from Related Parties", "terseLabel": "Sales to related party" } } }, "localname": "RevenueFromRelatedParties", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Revenues": { "auth_ref": [ "r98", "r139", "r199", "r200", "r207", "r213", "r214", "r220", "r221", "r224", "r237", "r487", "r564" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).", "label": "Revenues", "terseLabel": "Net revenue" } } }, "localname": "Revenues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyGeographicalLocationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenuesFromExternalCustomersAndLongLivedAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenues from External Customers and Long-Lived Assets [Line Items]", "terseLabel": "Revenues from External Customers and Long-Lived Assets [Line Items]" } } }, "localname": "RevenuesFromExternalCustomersAndLongLivedAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyGeographicalLocationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "terseLabel": "Revolving Credit Facility" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails", "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSScheduleofLongtermDebtDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RoyaltyAgreementTermsMember": { "auth_ref": [ "r386", "r387" ], "lang": { "en-us": { "role": { "documentation": "Terms of the royalty agreement under research and development arrangements.", "label": "Royalty Agreement Terms [Member]", "terseLabel": "Royalty Agreement Terms" } } }, "localname": "RoyaltyAgreementTermsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RoyaltyMember": { "auth_ref": [ "r319" ], "lang": { "en-us": { "role": { "documentation": "Money for usage-based right to asset.", "label": "Royalty [Member]", "terseLabel": "Royalty" } } }, "localname": "RoyaltyMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockConsiderationReceivedOnTransaction": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash received on stock transaction after deduction of issuance costs.", "label": "Sale of Stock, Consideration Received on Transaction", "terseLabel": "Net proceeds on sale of stock" } } }, "localname": "SaleOfStockConsiderationReceivedOnTransaction", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]", "terseLabel": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction.", "label": "Sale of Stock, Number of Shares Issued in Transaction", "terseLabel": "Common stock issued and sold (in shares)" } } }, "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SaleOfStockPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.", "label": "Sale of Stock, Price Per Share", "terseLabel": "Public offering price (in dollars per share)" } } }, "localname": "SaleOfStockPricePerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SalesRevenueNetMember": { "auth_ref": [ "r188", "r224" ], "lang": { "en-us": { "role": { "documentation": "Revenue from sale of product and rendering of service and other sources of income, when it serves as benchmark in concentration of risk calculation.", "label": "Revenue Benchmark [Member]", "terseLabel": "Sales Revenue, Net" } } }, "localname": "SalesRevenueNetMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ScheduleOfAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accrued liabilities.", "label": "Schedule of Accrued Liabilities [Table Text Block]", "terseLabel": "Schedule of Accrued Compensation and Benefits" } } }, "localname": "ScheduleOfAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/ACCRUEDCOMPENSATIONANDBENEFITSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable": { "auth_ref": [ "r171" ], "lang": { "en-us": { "role": { "documentation": "Schedule for securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by Antidilutive Securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/NETLOSSPERSHAREAntidilutiveSecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock": { "auth_ref": [ "r171" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]", "terseLabel": "Schedule of Antidilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/NETLOSSPERSHARETables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments.", "label": "Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block]", "terseLabel": "Schedule of Business Acquisitions by Acquisition, Contingent Consideration" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTables", "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTable": { "auth_ref": [ "r435", "r436" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting each material business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities.", "label": "Schedule of Business Acquisitions, by Acquisition [Table]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition [Table]" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixConsiderationDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONSummaryofthePresentValueofPaymentsDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails", "http://www.orthopediatrics.com/role/BUSINESSDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESAcquisitionPayableandContingentConsiderationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock": { "auth_ref": [ "r435", "r436" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.", "label": "Schedule of Business Acquisitions, by Acquisition [Table Text Block]", "terseLabel": "Schedule of Total Consideration Transferred After Discounting Future Payments" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r412" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Schedule of Components of Income Tax Expense (Benefit)" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtInstrumentsTextBlock": { "auth_ref": [ "r76", "r144", "r301", "r304", "r305", "r306", "r498", "r499", "r501", "r566" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.", "label": "Schedule of Long-term Debt Instruments [Table Text Block]", "terseLabel": "Schedule of long-term debt" } } }, "localname": "ScheduleOfDebtInstrumentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r404" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Schedule of Deferred Tax Assets and Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDisposalGroupsIncludingDiscontinuedOperationsIncomeStatementBalanceSheetAndAdditionalDisclosuresTextBlock": { "auth_ref": [ "r1", "r8", "r9", "r10", "r11", "r12", "r13", "r18", "r21", "r22", "r23", "r282", "r283" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.", "label": "Disposal Groups, Including Discontinued Operations [Table Text Block]", "terseLabel": "Disposal Groups, Including Discontinued Operations" } } }, "localname": "ScheduleOfDisposalGroupsIncludingDiscontinuedOperationsIncomeStatementBalanceSheetAndAdditionalDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DISCONTINUEDOPERATIONSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r170" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Reconciliation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/NETLOSSPERSHARETables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r395" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of Reconciliation Between the Effective Tax Rate and the Statutory Tax Rate" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r470", "r471" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "terseLabel": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock": { "auth_ref": [ "r261" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period.", "label": "Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]", "terseLabel": "Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r261", "r266", "r528" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r261", "r266" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Schedule of the balances of amortizable intangible assets" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTable": { "auth_ref": [ "r258", "r259" ], "lang": { "en-us": { "role": { "documentation": "Schedule of goodwill and the changes during the year due to acquisition, sale, impairment or for other reasons.", "label": "Schedule of Goodwill [Table]", "terseLabel": "Schedule of Goodwill [Table]" } } }, "localname": "ScheduleOfGoodwillTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSScheduleofGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r258", "r259" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Schedule of goodwill" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r146" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "terseLabel": "Schedule of Income before Income Tax, Domestic and Foreign" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock": { "auth_ref": [ "r264", "r440" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of characteristics and cost, by total and major class, of indefinite-lived intangible assets acquired as part of a business combination. Indefinite-lived intangible assets are assets that have no physical form, but have expected future economic benefit. The future benefit is not expected to diminish over a stated period of time. Acquired indefinite-lived intangible assets are disclosed by major class (assets that can be grouped together because they are similar, either by their nature or by their use in operations of the entity) and in total.", "label": "Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]", "terseLabel": "Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination" } } }, "localname": "ScheduleOfIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIndefiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r270", "r273" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance and exist in perpetuity.", "label": "Schedule of Indefinite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Indefinite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfIndefiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfMaturitiesOfLongTermDebtTableTextBlock": { "auth_ref": [ "r292" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of maturity and sinking fund requirement for long-term debt.", "label": "Schedule of Maturities of Long-term Debt [Table Text Block]", "terseLabel": "Schedule of aggregate future principal payments" } } }, "localname": "ScheduleOfMaturitiesOfLongTermDebtTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r66", "r279" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfQuarterlyFinancialInformationTableTextBlock": { "auth_ref": [ "r177" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of quarterly financial data. Includes, but is not limited to, financial information for fiscal quarters, cumulative effect of a change in accounting principle and earnings per share data.", "label": "Quarterly Financial Information [Table Text Block]", "terseLabel": "Quarterly Financial Information" } } }, "localname": "ScheduleOfQuarterlyFinancialInformationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/QUARTERLYFINANCIALINFORMATIONUNAUDITEDTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock": { "auth_ref": [ "r439" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.", "label": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]", "terseLabel": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed" } } }, "localname": "ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": { "auth_ref": [ "r142", "r506", "r508" ], "lang": { "en-us": { "role": { "documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Schedule of Related Party Transactions, by Related Party [Table]", "terseLabel": "Schedule of Related Party Transactions, by Related Party [Table]" } } }, "localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/RELATEDPARTYTRANSACTIONSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfResearchAndDevelopmentArrangementContractToPerformForOthersTable": { "auth_ref": [ "r386", "r387" ], "lang": { "en-us": { "role": { "documentation": "A schedule reflecting the terms of significant agreements under research and development arrangements accounted for as a contract to perform research and development for others (including royalty arrangements, purchase provisions, license agreements, and commitments to provide additional funding), aggregated by similar arrangements or individually if necessary to understand the effects on the financial statements.", "label": "Schedule of Research and Development Arrangement, Contract to Perform for Others [Table]", "terseLabel": "Schedule of Research and Development Arrangement, Contract to Perform for Others [Table]" } } }, "localname": "ScheduleOfResearchAndDevelopmentArrangementContractToPerformForOthersTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STRATEGICARRANGEMENTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock": { "auth_ref": [ "r104", "r223" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information concerning material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries.", "label": "Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]", "terseLabel": "Schedule of Product Sales by Geographic Location" } } }, "localname": "ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsTable": { "auth_ref": [ "r98", "r223" ], "lang": { "en-us": { "role": { "documentation": "Schedule of material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries.", "label": "Schedule of Revenues from External Customers and Long-Lived Assets [Table]", "terseLabel": "Schedule of Revenues from External Customers and Long-Lived Assets [Table]" } } }, "localname": "ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyGeographicalLocationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "auth_ref": [ "r204", "r205", "r211", "r258" ], "lang": { "en-us": { "role": { "documentation": "A table disclosing the profit or loss and total assets for each reportable segment of the entity. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table]", "terseLabel": "Schedule of Segment Reporting Information, by Segment [Table]" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyCategoryDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTextBlock": { "auth_ref": [ "r204", "r205", "r211", "r258" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table Text Block]", "terseLabel": "Schedule of Product Sales by Category" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r350", "r371" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r356", "r365", "r366" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-based Payment Arrangement, Option, Activity [Table Text Block]", "terseLabel": "Schedule of Stock Option Activity" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r79", "r138", "r179", "r180", "r297", "r298", "r299", "r301", "r302", "r303", "r304", "r305", "r306", "r307" ], "lang": { "en-us": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.", "label": "Schedule of Stock by Class [Table]", "terseLabel": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock": { "auth_ref": [ "r308", "r348" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.", "label": "Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]", "terseLabel": "Summary of Warrant Activity" } } }, "localname": "ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r195", "r197", "r198", "r204", "r206", "r212", "r216", "r217", "r218", "r219", "r220", "r223", "r224", "r225" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "BUSINESS SEGMENT" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENT" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting Information [Line Items]", "terseLabel": "Segment Reporting Information [Line Items]" } } }, "localname": "SegmentReportingInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSSEGMENTScheduleofRevenuebyCategoryDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SellingAndMarketingExpense": { "auth_ref": [], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total amount of expenses directly related to the marketing or selling of products or services.", "label": "Selling and Marketing Expense", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r126" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperations", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-based Payment Arrangement, Noncash Expense", "terseLabel": "Stock-based compensation" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAcceleratedCompensationCost": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of additional cost recognized for award under share-based payment arrangement from occurrence of event accelerating recognition of cost.", "label": "Share-based Payment Arrangement, Accelerated Cost", "terseLabel": "Non-cash expense related to accelerated vesting of restricted stock" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAcceleratedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r351" ], "lang": { "en-us": { "role": { "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period", "terseLabel": "Vesting period (in years)", "verboseLabel": "Vesting period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]", "terseLabel": "Weighted-Average Remaining Contractual Terms (in Years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsAdditionalDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r360" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedLabel": "Forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r363" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period", "verboseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r362" ], "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Outstanding at period end (in shares)", "periodStartLabel": "Outstanding at period start (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "Restricted Stock" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms": { "auth_ref": [ "r367" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for equity-based awards excluding options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms", "verboseLabel": "Weighted-average remaining contractual terms (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r364" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedLabel": "Vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "auth_ref": [ "r352" ], "lang": { "en-us": { "role": { "documentation": "Number of shares authorized for issuance under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized", "terseLabel": "Shares available for award (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]", "terseLabel": "Weighted-Average Remaining Contractual Terms (in Years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod": { "auth_ref": [ "r361" ], "lang": { "en-us": { "role": { "documentation": "For presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period", "negatedTerseLabel": "Forfeited or expired (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r361" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price of options that were either forfeited or expired.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price", "terseLabel": "Forfeited or expired, weighted-average exercise price (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross", "verboseLabel": "Options, granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r358", "r371" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Outstanding at period end (in shares)", "periodStartLabel": "Outstanding at period start (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]", "terseLabel": "Options" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r357" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Outstanding at period end, weighted-average exercise price (in dollars per share)", "periodStartLabel": "Outstanding at period start, weighted-average exercise price (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]", "terseLabel": "Weighted-Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r348", "r353" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Equity Award [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESStockBasedCompensationDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYRestrictedStockDetails", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Exercised (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r136", "r350", "r354" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Share-based Payment Arrangement [Policy Text Block]", "terseLabel": "Stock-Based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r367" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Weighted-average remaining contractual terms (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharesIssued": { "auth_ref": [ "r300" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.", "label": "Shares, Issued", "terseLabel": "Issued and sold shares" } } }, "localname": "SharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShippingAndHandlingMember": { "auth_ref": [ "r319" ], "lang": { "en-us": { "role": { "documentation": "Packing and transport of product.", "label": "Shipping and Handling [Member]", "terseLabel": "Shipping and handling costs" } } }, "localname": "ShippingAndHandlingMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "domainItemType" }, "us-gaap_ShortTermDebtTypeAxis": { "auth_ref": [ "r70" ], "lang": { "en-us": { "role": { "documentation": "Information by type of short-term debt arrangement.", "label": "Short-term Debt, Type [Axis]", "terseLabel": "Short-term Debt, Type [Axis]" } } }, "localname": "ShortTermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShortTermDebtTypeDomain": { "auth_ref": [ "r67" ], "lang": { "en-us": { "role": { "documentation": "Type of short-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing.", "label": "Short-term Debt, Type [Domain]", "terseLabel": "Short-term Debt, Type [Domain]" } } }, "localname": "ShortTermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShortTermInvestments": { "auth_ref": [ "r43", "r556", "r557", "r570" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investments including trading securities, available-for-sale securities, held-to-maturity securities, and short-term investments classified as other and current.", "label": "Short-term Investments", "terseLabel": "Short term investments" } } }, "localname": "ShortTermInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_SoftwareAndSoftwareDevelopmentCostsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Purchased software applications and internally developed software for sale, licensing or long-term internal use.", "label": "Software and Software Development Costs [Member]", "terseLabel": "Business software" } } }, "localname": "SoftwareAndSoftwareDevelopmentCostsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "State" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r80", "r149", "r150", "r151", "r154", "r162", "r164", "r178", "r241", "r300", "r307", "r377", "r378", "r379", "r415", "r416", "r489", "r490", "r491", "r492", "r493", "r494", "r591", "r592", "r593" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r149", "r150", "r151", "r178", "r527" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssued1": { "auth_ref": [ "r132", "r133", "r134" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The fair value of stock issued in noncash financing activities.", "label": "Stock Issued", "terseLabel": "Issuance of common shares in acquisition" } } }, "localname": "StockIssued1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "auth_ref": [ "r50", "r51", "r307" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period pursuant to acquisitions.", "label": "Stock Issued During Period, Shares, Acquisitions", "terseLabel": "Acquisition consideration (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesAcquisitions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r50", "r51", "r300", "r307" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "terseLabel": "Issuance of common stock, net of issuance cost (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures": { "auth_ref": [ "r50", "r51", "r300", "r307" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period related to Restricted Stock Awards, net of any shares forfeited.", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures", "terseLabel": "Restricted stock (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r50", "r51", "r300", "r307", "r359" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedLabel": "Exercised (in shares)", "terseLabel": "Stock option exercise (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT", "http://www.orthopediatrics.com/role/STOCKHOLDERSEQUITYStockOptionsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "auth_ref": [ "r80", "r300", "r307" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued pursuant to acquisitions during the period.", "label": "Stock Issued During Period, Value, Acquisitions", "terseLabel": "Acquisition consideration" } } }, "localname": "StockIssuedDuringPeriodValueAcquisitions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r50", "r51", "r300", "r307" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Stock Issued During Period, Value, New Issues", "terseLabel": "Issuance of common stock, net of issuance cost" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardNetOfForfeitures": { "auth_ref": [ "r300", "r307" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock related to Restricted Stock Awards issued during the period, net of the stock value of such awards forfeited.", "label": "Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures", "terseLabel": "Restricted stock" } } }, "localname": "StockIssuedDuringPeriodValueRestrictedStockAwardNetOfForfeitures", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "auth_ref": [ "r80", "r300", "r307" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued as a result of the exercise of stock options.", "label": "Stock Issued During Period, Value, Stock Options Exercised", "terseLabel": "Stock option exercise" } } }, "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r51", "r57", "r58", "r139", "r235", "r237", "r487" ], "calculation": { "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Balance", "periodStartLabel": "Balance", "totalLabel": "Total stockholders' equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSEQUITYDEFICIT" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Stockholders' equity:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]", "terseLabel": "Subsequent Event [Line Items]" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r495", "r512" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]", "terseLabel": "Subsequent Event" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r495", "r512" ], "lang": { "en-us": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]", "terseLabel": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r495", "r512" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r495", "r512" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SUBSEQUENTEVENTSDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]", "terseLabel": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r511", "r513" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "SUBSEQUENT EVENTS" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SUBSEQUENTEVENTS" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]", "terseLabel": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESBasisofPresentationDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESCostsRelatedtoOfferingsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SupplementalCashFlowElementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Elements [Abstract]", "terseLabel": "SUPPLEMENTAL DISCLOSURES" } } }, "localname": "SupplementalCashFlowElementsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardAmount": { "auth_ref": [ "r407" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of the tax credit carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Tax Credit Carryforward, Amount", "terseLabel": "Tax credit carryforward" } } }, "localname": "TaxCreditCarryforwardAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TaxCutsAndJobsActOf2017ChangeInTaxRateIncomeTaxExpenseBenefit": { "auth_ref": [ "r412" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of income tax expense (benefit) for remeasurement of deferred tax from change in tax rate pursuant to Tax Cuts and Jobs Act.", "label": "Tax Cuts and Jobs Act, Change in Tax Rate, Income Tax Expense (Benefit)", "terseLabel": "Tax Cuts And Jobs Act Of 2017, change in tax rate, income tax expense (benefit)" } } }, "localname": "TaxCutsAndJobsActOf2017ChangeInTaxRateIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TechnologyEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment used in the creation, maintenance and utilization of information systems which include computers and peripherals.", "label": "Technology Equipment [Member]", "terseLabel": "Instruments" } } }, "localname": "TechnologyEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/PROPERTYANDEQUIPMENTNETDetails", "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPropertyandEquipmentnetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "auth_ref": [ "r229", "r230", "r231", "r232", "r234", "r236" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for accounts receivable.", "label": "Accounts Receivable [Policy Text Block]", "terseLabel": "Accounts Receivable and Allowance for Doubtful Accounts" } } }, "localname": "TradeAndOtherAccountsReceivablePolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_TrademarksAndTradeNamesMember": { "auth_ref": [ "r442" ], "lang": { "en-us": { "role": { "documentation": "Rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style, or rights either acquired through registration of a business name to gain or protect exclusive use thereof.", "label": "Trademarks and Trade Names [Member]", "terseLabel": "Trademarks and Trade Names" } } }, "localname": "TrademarksAndTradeNamesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONApiFixDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONTelosDetails", "http://www.orthopediatrics.com/role/BUSINESSCOMBINATIONVilexandOrthexDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TrademarksMember": { "auth_ref": [ "r442" ], "lang": { "en-us": { "role": { "documentation": "Rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style.", "label": "Trademarks [Member]", "terseLabel": "Trademarks" } } }, "localname": "TrademarksMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/GOODWILLANDINTANGIBLEASSETSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UndistributedEarningsOfForeignSubsidiaries": { "auth_ref": [ "r388", "r428", "r567", "r601" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of undistributed earnings of foreign subsidiaries intended to be permanently reinvested outside the country of domicile.", "label": "Undistributed Earnings of Foreign Subsidiaries", "terseLabel": "Cash held by foreign operations" } } }, "localname": "UndistributedEarningsOfForeignSubsidiaries", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r389", "r398" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "terseLabel": "Reserve for uncertain income tax positions" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r182", "r183", "r184", "r185", "r191", "r192", "r193" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/SIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "auth_ref": [ "r404" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset.", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "negatedLabel": "Release of valuation allowance" } } }, "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/INCOMETAXESNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationTechniqueAxis": { "auth_ref": [ "r473" ], "lang": { "en-us": { "role": { "documentation": "Information by valuation approach and technique.", "label": "Valuation Approach and Technique [Axis]", "terseLabel": "Valuation Approach and Technique [Axis]" } } }, "localname": "ValuationTechniqueAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationTechniqueDiscountedCashFlowMember": { "auth_ref": [ "r473" ], "lang": { "en-us": { "role": { "documentation": "Valuation technique calculating present value of future cash flows.", "label": "Valuation Technique, Discounted Cash Flow [Member]", "terseLabel": "Discounted cash flow, Monte Carlo" } } }, "localname": "ValuationTechniqueDiscountedCashFlowMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationTechniqueDomain": { "auth_ref": [ "r473" ], "lang": { "en-us": { "role": { "documentation": "Valuation approach and technique.", "label": "Valuation Approach and Technique [Domain]", "terseLabel": "Valuation Approach and Technique [Domain]" } } }, "localname": "ValuationTechniqueDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/FAIRVALUEOFFINANCIALINSTRUMENTSFairValueMeasurementsofContingentConsiderationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_VariableRateAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of variable rate.", "label": "Variable Rate [Axis]", "terseLabel": "Variable Rate [Axis]" } } }, "localname": "VariableRateAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index.", "label": "Variable Rate [Domain]", "terseLabel": "Variable Rate [Domain]" } } }, "localname": "VariableRateDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/DEBTANDCREDITARRANGEMENTSNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]", "terseLabel": "Warrants" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/NETLOSSPERSHAREAntidilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).", "label": "Weighted Average Number of Shares Outstanding, Basic and Diluted", "terseLabel": "Weighted average number of shares - basic and diluted (in shares)" } } }, "localname": "WeightedAverageNumberOfShareOutstandingBasicAndDiluted", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.orthopediatrics.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.orthopediatrics.com/role/NETLOSSPERSHAREReconciliationofbasicanddilutednetlosspershareDetails" ], "xbrltype": "sharesItemType" } }, "unitCount": 10 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=d3e1107-107759" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=SL51721533-107759" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721659-107760" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(4))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(5))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1(e))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1,2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.13)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2(a),(d))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721663-107760" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3179-108585" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721665-107760" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3367-108585" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3521-108585" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3044-108585" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721671-107760" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4273-108586" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4297-108586" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4304-108586" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4313-108586" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4332-108586" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=SL98516268-108586" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18823-107790" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(e),(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(1)(i))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04.(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690" }, "r148": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21914-107793" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21930-107793" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21711-107793" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21728-107793" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(4)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1448-109256" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1377-109256" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1337-109256" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=120380238&loc=d3e3842-109258" }, "r175": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=116846552&loc=d3e543-108305" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=121640914&loc=d3e1280-108306" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6828210&loc=d3e70191-108054" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6828210&loc=d3e70229-108054" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6327-108592" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6442-108592" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r194": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "http://asc.fasb.org/topic&trid=2134479" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8672-108599" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=SL51721494-107759" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8813-108599" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "34", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721677-107760" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599" }, "r225": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4647-111522" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4428-111522" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4531-111522" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e4975-111524" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=SL6953423-111524" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5212-111524" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5033-111524" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5074-111524" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5093-111524" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r24": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/subtopic&trid=2122178" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599878&loc=SL82895884-210446" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116847112&loc=d3e4492-108314" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116847112&loc=d3e4542-108314" }, "r25": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "http://asc.fasb.org/topic&trid=2122149" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=116847112&loc=d3e4556-108314" }, "r251": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "330", "URI": "http://asc.fasb.org/topic&trid=2126998" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=120320667&loc=SL49117168-202975" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16373-109275" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b),(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16373-109275" }, "r274": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "http://asc.fasb.org/topic&trid=2144416" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226348&loc=d3e2473-110228" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=SL51724579-110230" }, "r284": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=121559207&loc=d3e25336-109308" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=121559207&loc=d3e25336-109308" }, "r287": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=116646759&loc=d3e15243-108350" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r290": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=68068213&loc=d3e12565-110249" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=d3e1835-112601" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=SL6230698-112601" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6036836-161870" }, "r296": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=d3e177068-122764" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21553-112644" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=d3e957-107759" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21484-112644" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21488-112644" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "50", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6784392&loc=d3e188667-122775" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130561-203045" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6801-107765" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130564-203045" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6904-107765" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r322": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6911-107765" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(l)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(o)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(p)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(q)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(r)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(r)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118257860&loc=d3e4179-114921" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6935-107765" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "60", "Subparagraph": "(c)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "70", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r347": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "715", "URI": "http://asc.fasb.org/topic&trid=2235017" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6361739&loc=d3e7789-107766" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 201.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)-(4)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 201.5-02(25))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=SL79508275-113901" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 201.5-02(26))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r382": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "http://asc.fasb.org/topic&trid=2228938" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(b)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420387&loc=d3e23199-108380" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420387&loc=d3e23221-108380" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121573983&loc=d3e28200-109314" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=SL37586934-109318" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e32247-109318" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e32280-109318" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e31917-109318" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e31931-109318" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32672-109319" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32687-109319" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32705-109319" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=SL51721523-107759" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32840-109319" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32847-109319" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32857-109319" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32621-109319" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32632-109319" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330215-122817" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120385591&loc=d3e38679-109324" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120385591&loc=d3e38679-109324" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120385591&loc=d3e38679-109324" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r429": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(2))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(a)-(d)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6909625&loc=d3e227-128457" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116868678&loc=d3e961-128460" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116868678&loc=d3e1043-128460" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(3)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "37", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121600890&loc=d3e2207-128464" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121647850&loc=d3e4922-128472" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121647850&loc=SL65897772-128472" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5263-128473" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5263-128473" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5333-128473" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5419-128473" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "38", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5504-128473" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "44", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5558-128473" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6911189&loc=d3e6408-128476" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6578-128477" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6613-128477" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859824&loc=d3e6819-128478" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "30", "Subparagraph": "b", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859824&loc=d3e6819-128478" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(4)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e7008-128479" }, "r458": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "805", "URI": "http://asc.fasb.org/topic&trid=2303972" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4613673-111683" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(23))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569643-111683" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4582445-111684" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685" }, "r469": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19279-110258" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=SL6742756-110258" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "60", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=7493716&loc=d3e21868-110260" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13279-108611" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13531-108611" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13537-108611" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13537-108611" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=98513438&loc=d3e33268-110906" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901" }, "r496": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "830", "URI": "http://asc.fasb.org/topic&trid=2175825" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "3B", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=SL51721525-107759" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28555-108399" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r513": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "http://asc.fasb.org/topic&trid=2122774" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=119991564&loc=SL119991595-234733" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "350", "Subparagraph": "(a)", "Topic": "920", "URI": "http://asc.fasb.org/extlink&oid=120155617&loc=SL120155628-234783" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "350", "Subparagraph": "(b)", "Topic": "920", "URI": "http://asc.fasb.org/extlink&oid=120155617&loc=SL120155628-234783" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "350", "Subparagraph": "(a)", "Topic": "920", "URI": "http://asc.fasb.org/extlink&oid=120155617&loc=SL120155638-234783" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-10(a)(32))", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=120398226&loc=d3e511914-122862" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-10(c)(3)(ii)(A))", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=120398226&loc=d3e511914-122862" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-10(c)(7)(ii))", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=120398226&loc=d3e511914-122862" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61929-109447" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61929-109447" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=SL6806780-109447" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62059-109447" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62059-109447" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62395-109447" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62395-109447" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62479-109447" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62479-109447" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=SL6807758-109447" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=SL6807758-109447" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61872-109447" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61872-109447" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(4))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(7))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "(c)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Subparagraph": "(b)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6479915&loc=d3e66715-112838" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(1)(g))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(a))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.15(a))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121643868&loc=SL117782755-158439" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(c)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117819544-158441" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=d3e1012-107759" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6487024&loc=d3e29054-158556" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=99380617&loc=SL75241803-196195" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07.1(c))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "310", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=120402547&loc=d3e617274-123014" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "450", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491354&loc=d3e6049-115624" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "450", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491354&loc=d3e6052-115624" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(7))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=SL120174063-112916" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column B))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column C))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column D))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column E))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column F))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column G))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column H))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column I))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 4))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r622": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "730", "Topic": "985", "URI": "http://asc.fasb.org/subtopic&trid=2197926" }, "r623": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r624": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r625": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r626": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r627": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r628": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r629": { "Name": "Regulation 12B", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r630": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r631": { "Footnote": "2", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r632": { "Footnote": "4", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r633": { "Footnote": "4", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "29" }, "r634": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "a", "Publisher": "SEC", "Section": "12", "Subsection": "04" }, "r635": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "c", "Publisher": "SEC", "Section": "3", "Subparagraph": "4", "Subsection": "10" }, "r636": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "d", "Publisher": "SEC", "Section": "3", "Subparagraph": "4", "Subsection": "10" }, "r637": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "e", "Publisher": "SEC", "Section": "3", "Subparagraph": "4", "Subsection": "10" }, "r638": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "f", "Publisher": "SEC", "Section": "3", "Subparagraph": "4", "Subsection": "10" }, "r639": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "(m)", "Publisher": "SEC", "Section": "4", "Subparagraph": "(1)(iii)", "Subsection": "08" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r640": { "Name": "Securities Act", "Number": "7A", "Publisher": "SEC", "Section": "B", "Subsection": "2" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a),20,24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.28,29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226024-175313" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e637-108580" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e681-108580" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669686-108580" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "17B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL34724394-108580" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1474-107760" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e557-108580" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116657188&loc=SL116659661-227067" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(1))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" } }, "version": "2.1" } ZIP 117 0001425450-21-000047-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001425450-21-000047-xbrl.zip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Ð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�=1 MMY*L]GE>]3$*H--[T52<:N<JP'')$.J94Q&*V\(-_;+=-?R=%V9D=PX M.O9TKIX5"Y@4_]@PV4)&[GKK%HL6=$L,$><&"S)[9V0<\2@)U\QX0-T:FZ9% MU9Y<.WJL0" 6_!YEXZ]?#1&Z=G=R""?7X$A(R6BD35!C)AU"=R1S(-%)6W2S M24Y'4P@>7,<= ]:$=8]&?V_2^G@\;MC=XPD /7Y&1&.BT>'R <(NW&F?J'2Y M32D;F4M(:A]5P^R;X?8J)^$J6Z@L)]M\W*$Q>Y^W)WG8((_>_%85<).3AA0& MO_J86F+S]T5XP9A)_5ZMQ2LG+"(YC???O^)0D1*T_\R[1?X_L_^JFI.P8GZ" M7<4G^0\'L_>D)$7H-=-]ZE:MDT4(O.?HG95)AH?5/5A2,[% M>W+Y! 9> Z(+=<,0KW#G85S@1,ARM7GPZK=Z)76]A>M)9L+(\L1Q &<>R/ H M91Z\X\3B1CXD'A-QGWV:76.^I/:+)I4!XY!DL:WK&'D[V=9IZH]9U;4575*R M73&UL[T#*%) W/@9(+\NF5"!6^=0($81CQFA'D6<^6,B#P%GN[>&)^Q=K/1 MA)WVY4*XD"C9MW:+^KMFL7CT0SB^/LQ^H4S-^TU;%)O9.UX53!D'I[PE,6OX M_:S?OVY_)>.2.0/B)Q%5?F!D U*7:2[-5H6 MBQ"-7-SGQB0Q.[UKL5^T6W*ZZX%3^U!M[96M<^JY.[-GY".Z--H6?);[U$L(>YK-^_XKA/53 M.AH\>VCB4KOH:8%#A MAX^,TLY9-D?9VB*?/#5/V?\Q0\YL/N]7/;LS; %7JYZ()L4.O)\N$\\6'K^;"6C(YW1.NZ!_X]RJ82 MS+W;X!&532=&$OJ.^ASJ/HSW$2_2]^+*/GW\5#WOJ<#0"A Q<2 CFR5>@=;F5X7THT[[ M_%:HX%) B^$K4@8%2FH+$U8<$_L0)YD688F9/C3M%88FC7!AG(0ME[*0"@0JJ3KUP9B;6:_QB^"/MX8HV%+B\)/:_ MB13XT]L60>C;:]H)YA[5HFC(@=L7,WLWBBT*J<\]A+ M0C'T?^M7Z["ZP[/02'ZKV=KW]*M^S>P!7]('O_C;FV_?TX]??/4Q<59'GS0* M #'[ZR%[H@^OPE$I-4]WW#K5:"*B#L][:FV#V5C $*I:J;\^E1"_!_2_5)1( M& 'WCX7!K"(GLA(U2ZXJK:Z[UBO;Q!D4K,EDDFYA-O.(%J'NB5A+.I0::'/$ MLFPLI,!SIHI5O:"I-0YK$2AFOC 3M8/=(-NP6L,XK$J4FB4BTT41:TN[V3M-%E[MF2J]&K>ET%@[TO/:;0H,'@\F)YB#(SZG M8"L,.M7CD$;"B[%!L9G2)L=DD\TC/VM8ILDZ'6OQ M("<0+8*5(+1N123U'_%<^/_9>_/F-JXD6_RK(/K]YCTYHL01J;T5,Q&T++7,Y M>H-R4J4VFHRNA 4ZY?".)2R*GY%%X(6TPGY M59W64C32_IN>3'1668MK@9'VYB&Y48'LV]'@CJ&W[I^V.$#(IU. M]I>,WFE#&]]3%FKK6[*B5KN)-16K(XGD1MJ8@^Q6M+IG9%*X3]%M(-B&$\O( M$;%7#FTF>X,["7;9FZ:B:MUK]M],J>HR>].*'G)L!$C7K%+?F/[H2:\/*A-: MZ[QRG-S!P36P2+0=8B#C)'+B6J?$ZOVLO;Z@U35G8:G:3OTH6B&55^1!8C\; MQ;0*\LT)Z[^E740[;R[VCSKG+R :NF6%]Y9S/<'H-M1)6K3L(G1;('R;KN6. ML?DNW.,AZ\B%Y156E6A$R)"'A=9*A'4*$\HMKB5Z7>>%;VX@V)?Z C0B>FP; MM;0\:$^N>6=1]@P(8;[<)]N/3&,3/CB^3 MH,)U2FO;QXI/(@R&:&,3ZRN*PBC3% M(UMR(XNGMIQL2ZZ!X?=D16F89-.=F M(^/%9335?>=NHJZDA/;/J!FL)-L'GZ?;4N$E$V.B'Q71R+'UR>.]U-8FPY=Q M#8F#ZW-23(V)"=L AB!0PCSQ\A5]KP]-5B5WJ3S_9-Q&[U2%\C8,.:I8)A&? M<4^P>&FKDCEY2;0,^Y,?MI _'Q)1>1K;LLP M._%5]4!*9N0$G S;9 [&DH.,D+6VSI%Z$]&2Z30Q0?YOM+,E;%-Y%MC(&P/Z MWX'*_3L_6#W::G-%AI,@&\8Z'55]6&,:2O\;)'>6A@2'AX MT1S:'U)4 XV-M&;Q "V+M+.,1X)M &NN?]*N]\\E\7J6B_WSOC/]A;SVENIT MSF>?W/&>O"E=CUP><% 'GZOU-/$1V3=UER\OLS3T<()K7R*1 7<=C7+J\TP. M;K*9AXSYHP1J'\EB=]T26E?YQ]K%!+_WT5A M%)+^P4;"M2Z0M !R#/D%4W MNB-Y555;_!$WC.J1":?/'^OE43+Q&FA17R[5&2L!Z)Z@HS0 @# ,\W2DC^,C H3;9L5Z!S8=*68/7=-A[L-8 M 6*@YFB?.V$8HX*?7H5)*X3R _TUR+SE4YXP"+LYR*H) MO#VCN(%SE#S7FF&#T.D1Z2HW<\H% Q::I#$B"AS M\"-.C<3P_4::M"EA+A;9X8D&["T#9(\!*4:6(:6>B(.GK?GC="N9]9A_D49/ M#%\[KS?]M:K31T]7" F/9OG=S#;]^*YLTMEMJ0Y=")L*$Y,,>6PR6 K!.(ZV MKD8 RGW)^,F+.U4ROAO6&O79?F<:91E6I2,8"PN\95J#9=TDIW^N62_F[T@V M]I@K8,S#O;P@6*?0>DF;Y9/"EU]^=OCRNU0+GK*\Y]V*&%G%3'D@"4I?=6O, M!V%2@N5:15*\1=GFA*R\7H452H@E-^@T M!753MEM!'WTEVT/=M64^%]] NM/J>/P"%LM:6V+/XQFVVDWB=E$6#89WQWN' MP4NZAZ)V*AR/L-B$@\TA'E"9]&4HAK+2@7/2E:N%**H!'Y4\I](;*A2LEURW M5WTE=4P\I8.0$2?-]DP5P]"$#)>L,F2KG=-ZJWA1KG.,L]+G-HV9C4#;]S4< ME(V>B]C'CBTM3'#&2@LDW5=KD0W/%P)G@1]K]B4#$$*SU]@U25(7%W]/?RM-P[C M!F8698?UISY7:!-N,6+C+S/C4]:_7/S'G\K%\R=/CYXO'BV>+8^>/'IY^*)X M/#]Z=O3DQ9/'RT6Q>/D_+U[\Z9/73L:K_#^CCO=S1&K]'-EK?F .OB^L'O<1 M[D44UDZ)&WOJ#5'ZVM'_.'I/?!N9#(I-@\M_IA8HX:)FF%\(8;4FR&;'\.N> M8,/1+Z5=):Z8'G8@18S0\.,YI%M^]\V;E(J=[O3VYZ\_4MOE"\BE_%K8:,8) MG9I!-VV3N+@04W!B;0#?^+#7\+"':9*"F\TE>14Q(.+"(K>@45GRKGU[EU6DG MQQJY2]398>S.G?+R";\A[B)"$Q["1J4T MT6XW^U#>8RV:\Z+,KB)/3)IUVN^9#A*JRFR&@P31*\KK^@Q%PC> M(CA>>6,;RAKIQE,J+UQV<-5=^H Z,F$>ND4I>6(;>FYO4'A>^,\O,D[YY=AR4S-W0;I33LDJ^QX5T0VY M'WYMMP)5I]XDVL=="Y+FY(OR#,NNS5<,J<_15HRIF%!K?X4)6#3Y M12X/;E>6K*]0M(Q_/9/1%K4%%4[0A6_)J@01XB%':TK^&NHO1X_3D+#\F@;I ML_';\IOR]]F/Y2+AZ]G[]&: /Z<2D8-4!ETZ496GN^Z<.:6I"0>/O8- M__7-;]3H1S/\(#AD7[F-<3 +-Q&#[JX!KRVZ)JYG:\O*!Y(*%%+,A(%&V5ER M):7$:@CS5A6S79CYV8.NXBRZM1T;7=%77#@R4@86M>/'4]AX.!(PH_20#XZ[ MTQ!'D9#2RZ^BK:)PEE=L&(/P.8U&>>P*&PV[64I'D6H'$9)4-OS3PR=8<$\/ MGQHY?[$@5:;9M\A.?=-TIYE0*K;KX'O,F75%"C???O/Z6,]B/*A)4@F.%B_. M1T8X,Q.7#$-05RNNI: =#]^ST:0T#4HJVW+; M"1:O"5\M+D+($$PDGCDXZAGZ;T"$Q:V@E*CY&U8*O4#BQH<+DFOO5B@SW*.% M5>X4GN0TG! ;?E^[MM&$L".I8: \D:=?/REK?=5@+\)ZHGD%#+B$8.4ZK_1\ MEH0!>KPC,\[48Y])9U3>A:B]D6-!]EEF/<3KL,:7BB8FR_,@UN!T<+_"X%%V MB+]M#YH<6M@^6^$#I0IEWBB-:'@HCI$D*9C>E"OBE91[MA3E"F< M!66_E!1+^$WZT._% J"B94&UKMBAA52GA=9NZ<<:@_!?Z\JGC'VX4%DMU.(9 MZTA/3.V$&(P+8916<>,=)(@%;V^Y?WX CV&L M OD>S$"EUD1(7^(KIU1T3P\?/?CPE3D/P1_HCTGNPEJMDI _M,/QUGT M7L*)ELW$J4K\FURS_3)^_?A1(,&ZII2CP6O;&Z+=/^@[;5N MHSL:5HUP9Z4Z,W2@A?>1QCSBSD(Y XU]J]U#O9U^.8P$%D&AG];I%'>.^0'; M^-BI4T'5. H&5F)^R:>0\-2-AHU!>I6+O-7GLF$0YK[PS#^$\3EZDXWN0SR^+FMWG(DR_W#1XQ&- NF0LC,A/<0#*5F'!.;)#/GZ^=#"92 MN1R^)RQ A$_>977*=<'L< M\SE%&/%;_^@H!RDAJ23E*'F21 !(AHP]QL'LM68=T1*/;%!-GOZZ<-+,<.\V M2(5YV+8-^;RP/4ES:TOPVKL,K4PI3S+9LY(C_SA+H.0 "3^%_1DMOIB%IC=Q MN<9L))F?\6C3BT/E]*$F7[->&K;?X\7+EI.]N!%':>ZM<<3L-G2)U2X.(7IF MI3/0>@Q)/$MZ-:FP1L/%S?XM]_U%4I-5N2P>MF$866 RTU]L+(T*A=45:4Q2 MKDAN=4>S ^12_) $ <:QN77#8P9#S5S.IB.>'DY%6",:5 ?DH#F8O6<9.13@ M)?9,HP^2A$WNWC>M:HJDE4FHEW#@]L^?@]G7M; RRG/*<2<5T:GS2N5I35XL M2\ ,5GRWC("U@4]>L0N&ET:%] !;/5J; J]Z>$31Y_:LY9U!-P_6=RM$D7P3 MO4XB<;.O>0E%5!AH^>E=(KPF!'6 =^ M/N)B/#I14#&ILL]4&$4=06=MW8>HLE,$8S& C'16.#,,R7OBP&FRH_ MIOV^10H?07ZI2'16)A.;UMJKC,9I5U,PLKGE.3F;NQ &-! K*;]CZOV )[?4 M%()X$.E'OTCVRW%?7W4=-0D5O;=A <\[QHP@Q@<\SXM9KZB=*U!&,TVTIM9] MFRO<4[U@H$ULW9BE>Q5YJB32[UO5/LA',JS.87/V(QL3DHCVQ)VNQF_!:2_9 MMMS=?UH[H\T&M*0GQ(W"Y-<-9=*)04[+%+2\^ID*[/7>, T'""8.D[@PB9C8 M!NO+%R-7[$/%8 :0[**+>*31GL36ERA%J EM.G+P[IEL>3A'U6XZM#8KNF3] MS)W Y#UHX\^C>'O/*B[KT)^@QBZ V%B3U@X_G 3/Y*).1!UZO50M5O,QDQY*L9?%M0PX!WYTB-$IT43L"!9GP"8W,SE$*? #]]]4J6!36YEKDQ?^. "Y.XI912'2)9QQ7@Z[D MQ9Z7WA@G27TZ!TF%1\3DE8 B'IV.9Y ]A[A[?/I&)69[1H^S.HFL;..9A5V. M%OMAYW-=+A\1K6B?HU"8OD2$/2HX#\$"A+EHBW2@7 $+];JN58H.9L/7\H![ M3O.5AJ<7&PU&AS)Y7,N5,:8C&TIBB5.6<,X+_XK;'MR,(\>'1[2+Q7R@*8@YKE@*Z?@ 3-?*'-!BFW? MD\3B)G\QXC!8Q6UN9V]8#B@Z;5.R8J&.KEH(E9OVT=@[.S*PDWH%A+-2QG#" MI!\=M,@J6%:SKEG7A:JAL^-%\!Y*G"=T(+SGC M@@&&0SOFW6B0-[_?^[7'P MM:M<->3"@!YEI%!WVG!M5NIS_RS8WOX@F5XI=?^MI550??FR3(S M1,M8U?7\8K MA;K@V?;8E'' S]TW+]<_).^K99QR>OKH3E;+7"'Z,4W 9W71WU;,P3\.(J/T M60%&)$UG M4+EROWKY^-^?'/W[FS>OOSH 16A/,:BG3A>?L.# MO'X#U=LA)93V0;/%0R)$Y%\IW*VYO)#/?J7!1AI>%(B! MPQRU'9C%W[P.:X".#D,4OHYOS93<<#+#(ET^=*.@?D#\,*&OMZW#(OS^Q9A= M/@EI4C'1,T:S:5@HIWFE[:MACLC!LXZS'WB7(5WD=Q@7K[FA=>S^K93/?JRW M+)CW=;W849Z2"-Y1)U#MOE7P^JJ)J_BE1)].KB98CECCR$,LJACI7 H\12RP ML)Z9QI/_Z$#0+,S$EN!SZ\ 8]%0?;^6 LAK :'V#Y:J3Q\,*HIU.Z2->QL9M M+&\:]9*<&#TCGVV"+IU?F0>5$UQ9>7T$OJ9;*UGN,B1EXV]UR>*D%R[;Y-7H M4]N5K+/D!E,F#4_2V\",ISO+SSG,+S:(Y]"@P'*1N3%/[]N95\-;[3OFKDXL M^@4;^EW7UWA\!RS4G_[:S]D^#GF M#6[X5/S;7U\?W]2YF(S,EWPZ'G_2@Z 2/+,:-T[4[)UTG #)MPYFO_< 2!_B MSAT Z>/='P"C!T"R>W_G$1 6X/01\"6V.4+N60K"4!?.G#V25TQ=RL'HV63Z M*;CTZU. MPC)8EGS$3CVY4YS.*\=VNRBT?;^')&"F<(9G+9-!0@/>1A2P3XB0H.0'+,Y9 M+A8U3]+7%L%>46:E-HK>,>F*+F\Z$DW*>@V^:VD>E7B&*](7 M6I<\Q_(#5+JQ) MFU.\H*?#N8RG\"4RIGAQ-R)+8$U)7^0AVH.8,!I:D+R]$J%/L*?,1-(:0I9W M L^:1:%N1DE8-Y;1*VEAMAK4ULV[K)O4Z30W?1S<-R-!HTT=?/\3G(4)."$L MD%C1L@L54!_J>V1KJN-".U81L0EC N/OP:Z$<^9$#A,M.5L/67IE S0LPHG= M(C+YQ7T+.NNG!*IC1D=XT/Q!7VG4KF5N)QAO\6&F)$&@H>\92":"+(5-$TMPT>''6O4'^*J2=8FDM!5SE1,GO#"Q;DUB.]'D0ZA+UA= M#O=$K7(TEZV?3+^4N "6@*.D/<_=L*JWZ3N%VS X;V(6!]T'-K'T)3MR,*M4 MQ29HH/A(EZVGKK(5E4VHV8R85R9^F+*P8F OU*A.(5]2 1T'64NUQ.P81C,\ M.LZM!WLV"1#!OI.V205BW!-A_N?3PSM9B?N\QV=B*S4OXOK&(C ^ H !]VG+ MQG2YTGS&D"13"3G8 O6Q8PXGEO?QHA.PY+)R"'';L%.;_6I]H(J?9)>,CG^6 M*%XD9TF>RE_'-JH9J/(N4ABTF&1J,=V>?9'N50+?[N,8E=,O/38G ?AVPI5; MQL>:,+R0$YFG.EA 2\ \(JBFP00^5I 2ZU#@#'EP'71W@K.$.[&1@AH>SN;KMY*A8[UQ\;D4L8Z^A MX,K@P^A(9;ZU#Q]!EO/PY!!/(/'-GWO=QP5()[MZOX M*%2'L[^<83%RV_WT!RJU7&;@37:>H0=2Z%88?(WRIOVZ#L6 MB>8F>)H6SM<5UG\BWR5(GRC\,ENP$&9'UB/I\-'48:^BV";WOM)PWS8P66[TU^K]2LQ+.HEALP\'R M?]__[!EYC$+-[<9V?E:L"\UYD/.CB7AAW^-TK&Q-R_%SFIBI"(UK,$YN%AL( MF44[+!\MKP6+QNH"GIQPD\\_Y*?XSV T%OQ+(2#,$L:N+.%WSHB'*E@R;:U[8^2(1$VD4:>-KF;EQ7 @ M+" F)9C1'HM:WT:.,\/1W,X&'' 1#DVNTC@AW$@%>8K0VL/XM:.NMY:IM[L[ MP2Q#"#,\;DJQ2MD$RAXGX2OG+@8V!B-B4M!:"TBZ$98I_28*Y4S/"@?*O\@7 MF86GP0MN1;-X2$CO7<^!TBR#6C;XJ )]88[O6U :DKY;5+NIY\(M%Q3OJ7D8/3Y6\O=?' MNM4+QTPPU%9-/,45]3>D).RL^11N29D4VJ[0C9,.']4FA:O_*;WTST^21IES M0ILAO*,XJ(#*O*78G.RU0R"(Y[(- \ )9RDIR9?4OT"41!\L(-W=6OI:Z[AA M^".:J2V*#TSH9'EL[?_)4PI',NG8Y8Y^H+_@/LY?O^VTU0T-_]2X2]+SS'_Y MTKGHE91TBR53-&E[W12Q&S8L*R732$]II2T-D<>&A(L\8V,E:Z^MV>EUI$'Z MZ5;IF2T=G$D_G)P+P8JO!+JT9TVYWO02I]N9 &>F->4^H>WX_#I)"#9-P+Y> M+A\BFAJ3O,=*LW2S,_3*YXLM#^&;S&5RC.H<,ZO&+"UL> 0?E]+[_5K,O"B>6OK@ MA[5U514K.8(7P.1R&RK@X"I>D/#Z$SIHRW5CGHB4JE"U!%J2>FG+A8'\PB,: MYL(7D>3SF2+JC-HN6=SM@;9]_EH(DCN+G!^*Y,IGF[-=2RZOG%Q=J])4]S7. MIT=WLL9YM[9;C#9U]652*1';H^O+HB:_;\*WEP6*-"0B+MF6$(2=XOP\8\J- M,[9OA$+U+,Y(^#1.^E4]8O2W0;%#!>M5<)PLICU0"R%=(BB?8*[,8D44X($J\9#8-1D8%&!T;/=4J3 M%E<[S23Z]R-#E189M"OW*U]9=7EO"]!MAY(.ED/SL6<.^N3H,O]\M-+Z%8US MSN4W4E%WV+;D'*:^$6^P,UK>L;A?M%M#'SG&#KMLO>?>FD/L^C4E%.('NA%> MU@4YAI9(/[EBQ 5@]\R]#)#+FVNZ?G9>UKB?#)-@IC@%5R*7F?=R2SY_E&G: M)Y,L$GE#R P-I1.D%HG$J2#[)$ M[61#="F-IHZJCC:+N29Y,7F9*H4H/1K]@PB[]CSQ*:F*2T&/9I6Z=M!+X8D7L!I^GC);/EG8W)33L5 M&\[EQHE%_29)=ZMVBJ"(I2ULD.B6CNDH)9X9D4J)"N80>USX?Z) M6*RS8X W?%RQ5.^-6WY<=U'YEHA_Y*JGYN,[LU0O59%K!GR /AD^((31=J9^ MX4K+6KUCUCLO*2Y_L'JU\\=(SL.,2?(DO\@;D6M#YTYDA3-5=HK$3X,1T_VR M+YG"&0%"I>0XWI*-J-*LXRIE7'XQX3.!$H2#CRNG)KOB/M-70S.'8,H*3-V; M]]*V7$N)%R:4L4D"OY(Q):KCL*!."^>90N@&F.=T1)%R\_U9GI<)1;9 #Q'O,Z'(7_ MC/!M20.D[Y/+PR"!F#Q0.,F0%^ Z$/60T4 Q\%O:O! R0 ZZZ@T*.4WZE<$? M5;F\JPS!A830&C$ O2DQXEKR40(-U_+7;R7K5\^=+)_-MV,-X^7DW!OO^_7J M?=F@VI?U/0-S(,<*3EG/>63_(D0:Q98*LFZ8B=@<'!.RYA0.=JC1 MY:7X\&6?(>]?S!XKUF%"1E,2A,9SGV@(J77E+G(]-#W8N(?3M>T,3(1$&F'8 MA?J7C6^- MR-/%=R^7TAS4'VBHGRSK$)'$KAW?DA/[V94G3N^C=VE9K9,;GF$T5G58>)H$ M5>P->UI$C1 =H(=KJMN(Q>I?E\Z.3LL**)?"-FITHJ'CY%1F,&3!-)"H'Z,E MVBS1#>WS^,MJB^ H1=*?5LG*=)@I6Z&UQG/]):RWOAH^Y&#VD\S8X,*0]V;W M@42H#4 M[;;0AG(5Y>SUVE+5;P)-TF,B=UH]C*1'=ZU'B!3^)1T*^WU1?#!Z[JF;\0./ ML Z&\QD9MVA[[=)C+1$'LQ_"4];(V7.T)MF4?!%&B*7LPJK 4!L2*&_;>L[< MH*Z]#+>P@NH2:;]1-L5AAL@["7"_^XZ"6B[+W#@XT,!IL(,_ H5\=@>9A:N> MUE>F2$R_=G3;'/+$XI-7I?0(^] \0J^EX9'UG6&HO6BS[C:,J%+_([>46P.D M>;,Q5+(#2/EBG>GNJ:.Z.PS@21-MD5$1IM<8F32 Q-#Z6DV0;2\C.@P(D5=7 M]$_>)N,UVA X7-ITQLE+Z3DL8%!\:#J+CFY!P8*\Y"[OR?$YW18:C2J9K]>E:NU -* M(.LD7.;PZEKS%.[GD[QIT&5@"\6Z&82'II\8@-[PV)&4L9O>NE"8#[2QK2![ M0!!GKJO?5*+[E4)A[4.O(G<,[9\-[U_Y5MRI[90-]*:X=I)(L%@CTM@[]35G M1V6(2&4^YT(35L4>6IK^R(_J>%!]84Q70'*5J5\4V7,F!Z%7C<\5X!S4W(,JU4;68(&#H;7[%8M;;A%4*:B%; M1PSHF+)B$\^HS^M24__T/4$3;XZ$ARS9A0[=V >9D2*>*HZ/O7<[A%QO?-JC'"0F,LYHX$,NB+C@W'BQ1 MTO'0_\)(\;SDH'>PFF?NWK-B&'UU[ZQ9QLV4]5-(OCVG2+KH-_:?9:F% L[E*L_\LI)5H9HW3QHK/ M]&<_[-)%/C/E[WBTC%J'5YY>(BVA2 _^*\E\99J<5ODP8''@YWGEL=AIV/7L<&_+\),0KF!=9Z2H^(UJ3(!K3S;="-Q01332T0FC1B<"1]-UXR MHLX8E+7:>>^:_/3@ DBE7%JA0F#6W7LGMKZ]6\;QC&#/[= M5=\.:_7=?%O+2GW<6ZD_Y"G2UPFO1% MX=:X7_T99UNX HO:DW2E"))&\B]T[ &;H-TI-NN%@DTN54BAYS\+0\%"-G[G M4"%^_'9IN1!_W$UN;MA\U%8T/T) 'B=1S916X_3R_#?:3OUGY,T]>L.2XTE< M^8*:(X&G\D44W=M$1D.U)"27C I(8P$I;LJL]O?OZQI""7S!OS1UMT&!]8=O M7O]E]@#/G,UVQ5;D(^80LE\P]CT<(J7#B(V]!*=."*;%#"CG[ 5H7V:-26HI!%0_)##I''YS/HDBPZF_W7[_[[[3&E!&#W[8!'A$9*>Y)9*:P9(TO1'2!KW_TB"XK_WW(*YF+FM ) MB0FAF)DU7_+UFX?X;4*=K(9$*2V\(6;>SQ_R)KA)X7:/R<#3O#.F)"HGT&>+ MW[9"]A". -5 )^:Z;9O8@!W[Q_8$Y#726H\/5[MP"X>B!]2;$^42B-[[L5LI MN^\0+!OFD%X@#NEAO_'"90:QA,VS(Q*;]+7C (;+\G3@^B->)+ON;>JK17!N MRN5W7SI\^N1.E0YOTQ"E)#IRRL[&Y.+M1?2=/O=/03>F)ZX*O<^ M#O:!#.]H%HNQ&\'06)'MS=\.9C\F3GP;NYO%!/WMK[,+,BXX021(/BF"[8>5 MT1OS?0\U,H!(KUH.IM":*:/6?W4AY'[\"%]XK"?X2.Y@1(9Z5&Z+'_)@]@U' MJ/1CO+W>/,$OBBH:F3INF'&5"56N+7CT,1)31CH1E_+.S%3_!BB@'6MGJI/2?T-[OA^]^/B;@#TA"1IUX M#6%%44KZ<^G&/5TN.GA[VEH0 AD(:@V!D%%>:T&MBTKZPSTASH;*%WJZ6RA_ MM6&"6EA2PR:;+)C6H^0%+=2S#XS+&8W)A5VNQY5%W;B4%!?$!G#;4.SE-FER M-2X(IIL(4,V=!N$O_>NLT3935%+QY*WLY+!B\&-BUK2^VEY4=(+*]9SAWUOK M@E9[1KH_/5V[=Y5D7G0\STB%G!@E1B_4WP4#[LIF2%8YJ#=']RSXAW2,B0IX MF.F5E58'\-LA\'.X":[E)*]FF*<]SH2*F1AL9712./(9/=CY5F2?9Q5KR7DG?@K8G(9\YU^I] M0@+#;AEW"[.!,J2_ 2.G26*^@+3O+^C[ (RV6S.I^-\.WA\,>7XSW_$F2R?C M,=WP&A,52M?=W%M9/N2CV7[XH9Q_.,GG'[*T?1Q.KE&S#-85TU99?2%.-A^" M*F8Y0MU:INXV(&W*-<*+7KGW_?&E\5 MRV"Z*!9%G%N"".7/#Q_?)L:#["2BKF>O_O?_.GSV:.1?/S/'M%#_*@L5B?=N M:^=L6%IGY4D)M;Z1[ .'>#SF2/&6B@PD^J+P&2%I)+=IV1%ZND7MC:F2:\K5 MX[\X$QN9+\)RYOS%NJNDA3R+E0,A8^&?,O0&YNV9-)T%WWV1L4H%)"JD0YR= MHW"_1@!^%:X1;M0QP>BR:XA/39XA#Y^KT%;$&=_3NEY()RZ[(5%39Y/OV*MD M0!H)+66\=.M5(0]%&*1,]IV.^PA)0F2;X(QAP^<8_U NR*OE$6>NCRTM84/! M:/J;\23!'0GWH%E8%8M3@Y5*<726DF-MT:-7ZR%&]5N]$#4.,I8LES\CFQL; M5^BJ;G-CHP7?L[&F/]@\9QA+)427L6PE XS!IJ7C;J2/O7>M.FZ-%@B=%;=3 MPSAW*V:\IV>@.=MT#:E?F5I5O\=W7;*6/"2/WW_HH@V^,/TN:T?;G_K 9 MQC7)]BAU70;P-?[R@S;6_F0?^3Z_V/<]?F",[X4K=]SX&!H7:W0H_K&E72/G-?&/G@;1Z"%>H9GF0U-@4E;HQ-R R.$.?+XXU;GI&U 2S498OCWN3L M,SG[#Y$KN7KJK G]6=62+]5WTIBW9&2:6+0YA#O-3OT"\61HM_!*/D/423_3 MTB4 RDKDQI:KKM!,C;O20%23@^8%5Y"UNC_F;Y3KDZYI@3V1S>96N3@A#C>N M 1;3K[$>QO2"^^,4TY[>J6+:_88O9M]Q4NMM)?(RLY_0-5Q:Z\;Q'-AS_16= MA.& .WSY\AG.\N_>_G1\;!QT@A%)E%3EP%#/1=&6O*OWNQ?%;R"/H>2(2>[4 M1!$@693=T&)LU\H%U8!&.GBGY\D9TFV$9M;M#;XE5KG$JHK@K$ZSU=<&XYDMX["E+A)H&/=U/E"70MV M2_E:J5OI4JI;ZI0D^V*YU:RO6Y7.&YH%"()'^8;Y6,G[_7_%)Y@TDF_=9OV% MRMYDH+B=ZDVPE?4:FFR+$%@*>D>^)[['T:-'+\7W^.7-Z^\RMYZ;@@7;SAW< MO->_8ON;P](^XDW-*FA'PY./;7$K!1*@7FHH\6/HNP@W#=&)5+L=*V+I6W:T M/JN^4-'0N,2P0SH(UOSGL,I)!<7E$(B.D%9 \!=@4H8%RBSQ=+ANC5),%NLP M5JE4Y"[H,J]^#Y24J%3NR-C3OEH?ZS-M&(.X6/VN0QM+LTZ&:@ST/UI%2G4! MTV;J;\>%UK 2:8E>=D5*!EUNLS*&VCK.GGG9S+LU70=GU!A3]7NN.8?XK:F* M73L[+2IVD\E,H:C6L-LKN;^Y!LM%]?<:R&=^ Y?X=NT_KK5-DBII>BJ\E. ( M@.J#12,K!P\9FF%7-T7_DA8L#Q-5GX)L> ."$? C)99.(MT",&+H)RH)\%R M).=%+-(D)5XY)_MYW*@=*=B6>D]"(BH%>/7#<'C6C=]TD.0>+3UZ7-4# M(W_-"$K;X#@((C53A,E:FA%X/>MR*2A24J%#]XINF$L+13AO(-C/>/^FW@5K ML/._9BB1"YS='%$'UL699*MBL!;#L[(2NKM_1P#G$_9(R"M5>3/4XBDKWQ&& MQCQQG9EIJ:A:WQ6#9XGJH'Y@)9HW\>[8J!M&,)S0=.3R?VR$XO57I^DI8#EK MR"\6S$$4N4-4 "SVH].+Q"4^ LV"J^"6+==(PRLG$ =W=#(>ZYO8Z$69\\7V M++YR;*^MPMO39+3,KV5.8O$;$?$:N-L+G>=+")J>@$='LT)1G[UA# M$![&,, [#RS+A P]%6C12>+]Q#VZ=1/Y A30QH(L!$A4W.-"X_24M]^!U6Z$ M].3648A&3^E/.W.ZW.'O9HMG6D]H3V_I&<"ISE6QT*!J9'%D:G@_G4]%$I\4 MVPO"./LH-U*85E-1,B\ 0DC?E[Z>/KO3I:_/M,I7JII1=>CBQ\)+U2^=A "[ M'N>*]F1_5=$,UC#DUJ*&)@?2(+*01$AZ#Z7/ V&>"-+ X8_L>8RN"1];D, [ M1115SH=())O?PJWPFK\1=MK#;:=H!S5@Y'#SMA<:@^3M=C&N#P-7:'M\4I9XS4!^ F6D&V>-QY@C-1 MCTBLC?@ZK2-(1_#&+HF3R#!:JQ3"^^:<02M=F)LY\5LMNY6#P5\% [\7\I[M MP[R/]'!=NI7N]D'SMB^IQ8 IDA686^NBB@]^#F8\!B5)J\6P,.+='O>SW8ASW0G'1(MN4;5VQ.)K/?MJ#1$)I M L/DS3J55#.O*Y%$:SCMT2F/SZUJI'U^1>?OW%005%PIOI*%82Z/TC1Y1C$F M/]%(%+T>;GZYORYJ?$F+"P#D2^HINZZPV9?8$_.V,OZ%0^E 'BE1@U!"1WB< M@4^SFXLB.?03V'.DZ:(+D$*6/]);&6[."J)M))5E0S]X+X,S.W9I#*2=K%6D M-)1BWNL6F7S/8_=%_)[?_K.;L4'L(&T3%MVND;6;4VY:J.2"SJ ),OGP2W M8B5>>%$%F]H0 ]5XQBY)(HH#3,[[&LW(?! Z"J,L81PNEJ:2Y%B'O%W76HJ2 M%^#1W'NNZT6Q:J]9#?N#K(OB-[ (L3=2A)BZ5$6+L%M)ILJ!=\J%^4BWGDE_ M?ONZF"*50&1"0":C;M6M5GK"6&O^Z %*; %CG)'D%&V)M4"7= MR5V'_>==-*W@"2.Y/D2Q2$/($/@%"["0;@7>UG\/KS(7OX)# MQ"G%9+1;B%/2)1$QS(Z[4^).."*ZF<-# M]M:^[A:G1.-%T56]BHBAPT-\G>HK6NM862?#%-TJ3[2%<[&H7+L3*3BA1_]& M!8C@E[;DD.R"+Y%%MX1V\G'P8U9,I'/X.&%F&UOOE 8AW)3=S$&$,S813;%F M[17-DNAJ/WIT]'3652O@BV(J2,U"K,,Q0QI9"+!:&-L/CZ802!ZOPVJ@M-3#XN_"./P=C7RS=N![=[+BJ4J'+(D<'HP>F3-+7$4.]9&LEZ03AWU$R5A?# MBS3L.44@X9_QV95>F.EUW80Q/B^;KIT=4]C/(\9/ M;.BV]UIF9S0QU>&L"0Q7.?[YS7M!_5YS>*VFE9O_M:Q[+I3Q6,[GQ0K=[$)< M?,Z!U6!J]J2]?K^M.CJ\_5.:]7;]%G% GV$W$CN[LW58;BH(B0(@FZV$SSF; M)4@(/F2P(B-JQYA!TSR2<+LCK:T Y_&C2O?0HE@+-&E *N]>+5B?.0,;@@D8 M%9S\/9,Y^IW/1??R+N79!F*2MY2()Y_E_PS^#R&[5%#5!.*TS.ZA5"FB9\#5 M4U1AI]>:>AA'4$1 UT"BQ_!*9\%19#7'3^,?/K^3U1-PV!YQS*35O( -Z&@P,P8&*J!/361X=/&TF.!=E&4;ZL(9!K1Z M+CJ* MZD;A.(NV0U(?!]*C!!PE9E<$'C\%90\I-Q>& 2MF0/Z2%TCWH<_;K3MM^VC6B/ZFTU*J5PP_G<3(79CP1"2:!SB&J%*I8#9GVC; ;U40 MG.Q:KN*FL6:,=3-<'JR_L-_8O>U)LU,M5>ZL)&=U[&0Q/)S#$GFQ([!G+8\>O+H MY>&+XO'\Z-G1DQ=/'B\7Q>+E_[P\_-,G)Q<==\I^#ON TOZ&R*5CF>(B%A() MX27Y!Z120$/_"2.-S\M'>"A\A WE@R!\6!5;2']@7T47B;*>A-Q&MIW)4A5) M*"8N:MNE,JD3VC@2+R]5[V]$#(\Y-S:<3"Q;?;1L5+M1SK4"#0THD9-W-BY0 M_#'XYT\P39<%A#HI+!1@TW+C4T'1FQV+/CV4X(C!>!4 MQ@QQ;QE>LV2F-R'6=1/P^-F>.3 >0CI[85H-$(3.:%[; "2'& (X@ '@EAYH MWQW2S.;>#SOM==1%0'X?767=K*G4QT< MN$YU M,<7%YC/?M]C5I".RH[S/5U O7SPCYII-QF_>P7"H#/RV8H4O;I0!%/ M;M]J8,)&J'C9MAA]JB=/O&;E M'@%IDPO61%G2N,/D4[HT&O(X.VVS+$1()'E_?CY-PE)HW18%.U(B@B;68A.\ MVNPFDD>^8 MJK7=30IW3;0XFE)>%I05GW MS9D$X!2V%>C4M &EA]>!9I-H9,%G*1T=M=! (+';<.%8ON;%#B5!QK$?=\.I MH>6VQ4%2\S)'!B6F17%>;XM473T]:6C!C5QJ?+<-?,AX5A/M1/2;ANO3=PC* M4[6=P#NVK!2:OB^NOD'GY?;,:Q#I]9$/D:'"L!;R6&0]KY)UEQM+>J*:WU'9VE88(/YP&H%G<::N1; M %Y]82)]UDY/A">UK5#F;O7O@$LW:%AQD#E::WURGWLTG=]D2N4RT>RL0N\7^O/NTTSPZ? M'!S]&[MKCP]>_%OF# -M?WG=TU5]XE9W>$6J)G_<^(R]_:=]R;$9N4MSD*[- MPZ.#QS(C1V%NKC$CAR^_Y!D9?8S/-"6#&3F4&3F\YHR\P#F3:P<2AGS7LYEF M,F]_'LQ(2_"^, WK)#-W16L]2*##L:3L4@@G6Y4SROWR&XP%9]'W?X9 0>A5 M5MZ-#L?0:Z+AK*2#$, M ^. ->:&AMYEVQ\]FT+J$Z%I.X[G_"5GNWYUSAYA2P7P/K^)_#7Z5!L*7H4) MNK[@&*=K6;%VT15V?Z[:4-DLWHHQ)$D$ST2V&LI9TF*D^"]-4N-_@\3BVE!P,;;1Z.5+X4 ML?*QM[&EI$'"J'=&O%?QQ3[J;;A2H+NQDQW&94C--R7% P74* W0%UJ/#1PB-820)$2C-A[=@S]4=."EVM6P.R27Z+.PJ/P$- M3E-^*- 2&9^N:!IT=&O*E1/F./&'.]WY(7O>L+]"S.-A;4L\\6Z@9!++76R! M+MU##/2@*@S36 5S'7ZQ*.?A LUI(5IBP.-L@]_XS]RG,:)S*:/O"@>+X+9P M=^FZB#E3.R84[ZCJD8S?36H1R4Y>EI1W#P]5;CE5%SMN&$% 7G=X#2XADJ]8 M[=_-[!%Z=MZP\LZ+M$IDEPT/5XG:YJASQZWUCDR!Q0MAZQV+3V3!"YY#26O(*+TR9?V+DJA%=L,W1?3=Q".]?! M9F:YN?TT&XI?ZO>U?TGSMM<()SB<=DTI\=B.?H5Y&\VR3$VF)2HNFRK:F(*H M+,*)NJ4GE*G.DDA-JO#+TH09+LD>Z 63E6/$+-0Q,MY.XDHB8@)=W3"X!=+N M2-8.#VBRQ(JC3#UC;R;8A7,=&%JN6KI1"4_1+YO8034H$)(D%JJ?1 0[,AG9'^9,K?5)??CSM\B8/ M#J<0N5T4II=N[JAR R3^>OJLZ4#4Q!,J"AQ@AJ8(4%BF\5;!$^40B^C>]JX( MS74P3RLOO'4MI$D5KW4)'=FC=XL]7(7V%A 5OQ HCB\F[E4_K;3L5LL2;:\+ MGGAA<'9BYG#&(M&$^S*[&47"?P>)!M"9D/)TD@"\\!!PVE'OA0"FD-ZMX,)] M__UKW/"_RU7Q&W[,9N_#]EPT=?4PF 8H4A213PJ\5"I6Q&"-A)4OQ#]AH(3Q M.+5N-W(HW*KU1UET%($ = -[Y]S:E;*+.(1TPC!O6L&^1VS;[!@5PQA+NA\Z M R-7D& <3G*C7O1@AW_PWF(8<7M6K#BN8ZUQ9OQ&WU$]__#0H2#"9VLX_P2ABLU=KY=TF,J8/W)U-@[9>Q%:'_[6@>]R6O35QC'8TXKO8>T []G[;U3N2#O)!'E+O$T!4NG9H^BFLQB2OH. M,Y@YACDIS:#(=*&^K:?D8R/( 7\LX_1C5PP)?0:M)"29+MF_Z8!V5>0+#HW5 M8YIJLQTF5Q1'CY2A#&WD\$C.\('EU"H+F2I=,0WBBCU;3Y8/E#7HK-T'LE59 M,W*B+:&#COO@M!4Y^4(9@G^,X?I^#U\@LH>#W^! ?$[VD)4J:=\61$ZIXS MN/'O=3/2"&"HR6$^T241L;E-!(SSH1JL4(#DZRMZZR^2P-"-L5*,7',L$7M+ MLY1BS5=U>"&*4"WZC&668/8^%&[&T)G1NG&,LT,!LS1Y>GPLL/C[&#_R(4ZFG=+<2(&;:6.B:C4_A&KYMVI9= M4S&+H_4\CQJ!T;P*/GDI^>P7X,0GR:5R7]:/MU!,.(W6B#0AYK]/7?G+762# MH\E++J3&IG5IJ,SWP\?NYVVQB((83EA<1J27N)/>L@ M'._YX,'RV3H5K@&F"-75%'/7H&!/6=>-,27KQ?:I%RK;U]-8Q[2!>:9*XYLK M:U::#T_-R> 8,("7+GO->(*7CNUIB&2(-03G=NTVO55%9>'TE%O-8\?P]7I. ML- XARR7RV0$GQX^>O#A*Y8<%(4CX1'X]IMC="M(&K6/I(_@.B_4IT=259#Y MIXZ=$R(^HN@@9KO<6XSE]KW59]/(/8DQ_AK4@U'^CW4J21_XQ4;5!1[=\4#, M+[J:,6H/(P.;+,-K&YL[D*@\;E&WZ-K62-2C8O$4K0X33W"QG,V\)IV7>W*> MMY/5DD>&[SQRO!?4]?!NMUZ M!2_!B)U3 DX\LQXF&+4L1RCBG0*NU/F-)ZFDEF%=K >$?-FR$,@./\D7&92] M2_UMB3JT_9 P9"AV0)VDDD"$/T*G_8DV37*D&WO]D6LD'N=M3UQQ[U2.MQ:1 M [)JBXNSHK&B^U;276*Q-B0/1V?EUJ2,U5^7XOBU5JC<9.2J68).502C[ )5 M2;./*UZL"#85:P86N8!Q]NL4I(];2H4Z(;WT8++LCS, MJ?WX4'E$+U@R;S$[>J$/ $(&_Q1/G^F?E*C._Q4-](O9XZ?VM.X"Z2/3QY\\ MLL^E5TL^2H^MCCDX:,5P+0NDJ 5:P1F$#4N>C#P\OQDWEF"G!Q-'OK1JC(4A M>(*'.GKT^-F7NH8DK-?L".VYO!5^-I6XB9TA.C2\\Y",ZGW@LB6WSN$H ?+; M6[(88X/X"#>;-@O-@]%)FJGKQ$+YC,7.0W66!6Z(')-**8R2D,(3O/!-XTSH MSU1/4<)*+D+'H#=@7KY7*<+K])SM;;,L7G-9"D$X_89^F%S_]A4AQK5O*5&N M#B:>A_ JWPC)&[+5:D8H3B7R2VR65'BK<.BQ_@K;A4JM^LB!& +P?A))33] MJ")[UR0QULR*!(?ROUER5JL'1Y" MTF6RR\C<-/1.M#HP$9+K"F<0R9!()G$I.R/3!14E)+,P%L4:4I+V**1RZ?GD M:;8A>7P..8P#O*/2$T^GRHB!!YQB$R M;V93O>:7QQ%!T$/Z'YQ*ZOO0P'9-E6:,>HF)Z+TJ>,LLW4V<7)\ 2K(WVY", MO/!R4H^./U&@W4I#3/L%VR/=PM@W6_:YCK?J3?2@*8"8KFX8#IN+%+2D,65,)G()6"X%4Q:F?;D(Y;2S"9+8!C(A^> MX\"U6E$X[(/_BG8E[JR>%<%WJ'>%1*B*=[7?LNO"@I)+!J%J6!+9RR2V[KFK M9@8DJE?U#/*TPM;#<<=\\'KY:>HSM/98F<]G9<*-PEBN58I\*B&09!8 ^I>' MOVHJVO&5?G:>T^MPCUFF*GJ1,A:-14QZFG5MVC"9;P78W[!,5Q(D4&8UC2"2]VM,9"MM M($G>RK<[I6,F7/0IN*8I^H$6JP_W@C%E+R'1P*T*%-/+X*N9]T!C1J58"9+! MCQ2>@^XT\J()+\M=RN??]9:*7U">A0QY&$NIW/7AT@D4Z=QW:A-3W&*_%C%&T!P2_(KV6Q3F\=\V, MQWJ7%"'NYV=L?N A$AJC;-HM8[\^%%(;IT!2$))\IH;#MLBIW:+G..POG-T/ M_)4&?K*((0CFUD_)_9CV_V6H!AL<(1-F$7#)[L ACF#7825*(DR-\OP*?W5Y M7^$?;;A'(@"U]>*]US,"2Z\9&A%^/9I.OE_'8P.K(RJY>>']H^&U4HNPPH"3 MU^M-"$^B.N1)F'_.C80.ONPO:8GW*0R)=.K+_DIJ;(,P['Y>IYPA2P=["<\1 M1)"0&Z6$'*QM'\98 $=8)]A'L\B.?#_D>B2D$#2G0^D'UE:T67YTG\0RHD," MWDCA[S:U>GP+&EZKJ_BER*SX#'_F_T*%@(JEB)M MI--/ 'N3>98L<@>"*";&IYFB C.I.2RA(U=*JT./\0Y\C4F]@>^X K%9;NH6 MKG81=2"8-.G2*[;%BBE3W44$*\+:< 43[W&*CNH8G'IV_C,;<.Z?!\5"]9!' M97A_2MZQ'"/2W:N5T20G[_"62[66L$:GB6'08CC4ZU*V,]KQ^*UV#J #A281 MSL!%I<";2YF=0S@4CNW)>T7]DE..O3*0&SM*Y[/^M.4VI1DIC@55*"G0:,*A M5:]4'M3'DD*8$H2[ MJ[ ]L>M$D$,V\GUI-NNS_K) .&&#!G,CHHA"A)HRH-YLNOZ/4RH__&.6RJ\) MR/\^3.:IH9.XTN2K%G6J/!.12./@YZ1^-M9BV (5[C/JIO^RKJMBYQ@)^[2B M*OS2QR@Z0B9(UW G[;VG[R/CH^L_=N6E9Q M80 LOB#ENG;;<&CMETA3G.:-3PSIA;G;ME*%A2Y\>\>J0QZ?L5]/,3]IZAR0 M/PY&V:> ^7>IPV!#PSE!S(A.1IBU0.=JDEDJW>L*EDA1UQY$:%GTF2E=) MC0Z%QB7(/M2-21HZ/SAE]8$*$WPBK;##R!D_GB?\#;M4^V 3O+?@Q^5Q&4Y*BZ*LNW;L;;,;7CS4Z5IA M#30>["6*'2JG6FZ,'S!I:/6%;[DTBP4Z T+U9OH=N=P;XG H09BFM'C\+.*4 MNR*"M$!Z0DXMN ?OE?MER&'K6X=H "H&L@CX": N=(9<%$DWQ9X2B&%8'-EN MM^$R.D&MPNRN\JX*:\N#\"7!1JN(N\Y%YB&J/?;[C#!T$M!,U\QC=*S1S9YV M*Q3%FD1/9(;CH4!:@[%L4D6/#>A.X-4/2SQGPFLU.^Z#<.^F@#*2%(_$*FX' MA.V2;TIBO%TIZQ)] J,VT3.@1D6^+WAXR1TL)1:QU2FP^45F !VK>#/@_>KG M)1\.PA6U=3+S-H[I&<8*<71:&<*(&@E@ 06ELJ#F>&DJU?=U#Z"\6/:(. RX M6\5AY7H[6GLG5L4VI9$*\5$X:[F=WNW)%*,1!JS$Z (MT)D M6(I3@[4 ",5K,%-KH:C+]T4Q0S+HT:NWVQ"+/S[ CX='KV;?HX?!X?D/\,'# M88;R2\#B112;,8HC?K3H7%T*P.IS%FH;]<>2)A U7W*\N-.K=ZQ/()<4B !8 M:"%TFL5O>:3$90[7X%G1Z40=_*>-6%J[E/+'L9M!:\Q=(8N'5*6PFI$> 7,+ MX%M0:]I/LN3#4OZ%(G&R&K-WA(Q@N^YD/\,:QU>^*9FG<_8::"1$Y>E%WR:, M"[@N@8;7P6Y@!TEC2H^^G_=@O8E9,#<2_-8*:\\;3=7;BZWJQ2E#&\_#O%+_ MHN!F,_:1[7%$[!$_F.]5XXW56&)/T%9MSTB7>PFD&D"&4 5(XCXW;\-FD55] M(3X3"6V&TS*B%^LT6)2NM%6-L^K$M0-I(+-&M\9)Q#LN#F;?IY9S_%GFT*-B MB+8QBK M3BA'G&"4;H_"(7C[KX=S'&2E'LA*[57;RP,,SF@229!&6:V.>SZW MYKY*P%"?$G9Y>-L$.\<>P\JN+-QWQ.G8XV37$_(E[8*3/$ 2:NKH+TV%2KD9 M%58X 3UC.82(QAUW6?S93&M(^'$ WN/'"8'12-]5,)AA+8<7^V,@U]JP BD2 MP#:2;$L&S'2S57JS%G&^R[X,B^R8^F*QVB7^I 0(L&XC/W%=,EF-K MWA\+2-S$#_!J!#;+5E'!L_>3W?^7= 3XJ6(_N<)C$44\0,OP$ZU=UJB((W! M-4[,P0[_?S\-8], 6[4-H7-5["S@6L8B5\M.LSM3[N?E4\]+4T@[7LK)IJWT MD9U_00OIS5@R@LK1:/*,3ZL/J7V& MPN.XTQPY10;3+OL?IXQZ="?+J+\_9+IMA XBIC3H1E+6-WDAN&83I]GP=;C; MEHM.7GI)/"SG,>!@RGSY%/3Z*1=E*W)Y7).+\F 6TV:22M134+*,K.@D6<@H MHSJG6.DR[0C/?6OG71(97,;0UC<.$\U:4S[4@VA-3J)0!KG ;*&HXXF2"*QS M*,V5\N6OZ*W^O4Z'.GID<;29PX2I1?:4J[MJA7IN,;26PN\5B;0G]I"? MU^6BUV9[K)@7O=A53:<3![7,=JS*575D/;($K6DY[']2O-M%+@RY_*4$@7=U M;CY6J\(5!JS-D1"9+F;97M7$.:8"YBSI82%MV+#M%TU^$16*([.S,L.J3'HS9 ;H ME9JF2SU?'"_7HWZS;Q@X%I-=P=E;%.N**'R'4B@IU&=%<3](H@ ML>+4+97_= 1!T4NA#\JE6AY-\3%IFV_ZZ#W14ZTFRW>8V\H#:ZR!/':C4DQ/ M]=!B8:'+*CV$:)>?Y:NEX0^G;I])50'62T8"1Y.#ZO&CC4@E\B,CV<#PB+;8 M;JG3RP="X?0Q*^ZB7_XHALLR&%=_;+=)_$DA&]KVL.H'N+BB@"R;6H(>RSN! MB6VK1TMPB71KUGO6P:LC_\89MOU[]>:\H,\OGC'&"*M]K%R73>'!RFB2 IL' MY)97Z?R^$2-X>)N.9(_RP)5[8_X.VPII[H@(G]>;'1-EX8QW8Y=\,2?/)"QN MD$E7#QV=C(/M2EY>/$.&0V-_[H599PD\F#V-Q*OKM2_[:1]0JI85&-\'A&>J MU=<(DUV4O0M#(EI^4VN+=9/\03EV.]F>M,_KBN X4'N@6M79K@5B'J^68.A9 M16*[L\>1$JL)#8JS!G8=5%0WS%W'SY@SC<^Z;-$5&Y[*%$CS="H)V%W9D!MT M4Q-3*,Y%LJ FKB?5+ M(=6R L*#2J6-L?@.Z)))3938)5HX?H NQZX,6.V8#< ?A?&7J,"M!%Y.U02&)OK!IF60KB'Q_(TU)[M"M15%BFX+ MD *H((3-D:E$WDA02XAZD1,;;I_!&LK2QXK(>QP5]3(8/1;#WC(6J"5P(94D MXR/-PP5)*ANKV+/*+?MX_1SU]IWH)].[%T!C_3T\4[L0-<\>WC&]A 67DRT7 M4IPI^;$A;>>(0'6G<)W$5C'X#/ML+(G5JB-+ M;PHO\G9_CXG?G#=T0-\!$I6K^S?:F34(TSR]UMX06#I1*!%$*_JB;E8WX[7< M-J7R]?G@]H_+]5GA#F8_:-.K&QIQ CS<,QM ++U4D)]EA0S=V1B MUC"*-*A=./0L&@+"B&:"M4XX 9<;3NF"K!^4R!@792'4)1AS/$.\-Z.9D051W7H\-FP'*1UU/U:/4I$X6\'7( 1Q4_[7/T)E0$DWGXR MLU6Q++>&5'.G$88A[:(7,MN:Z>?H-KN')[N'\I_<%6XDMRWWAD^?T8QY:L4I M-]2JGMCMV$/%G*'0B>F]1_.*]!DLI\B/.#N&Z%NX/974),Z?G]64VJ;OT[JF MIM A2Z;;-VZ(!:5J?;R&VY*1C5/>NQ9.K3V\C7>&?NNG"?*Z 0/CE$$9<%4/ MJ@-LOCB_C^!L&2XDOXZY?L[N8SY[?FG4P4UFUU]JQ&?>9R'3V8E>E+KBO?VO M654)C8*%$;G$4["A,[NT$)EV3=0$N2_C/7M\I\IXM[FQAMU'PU,,4=LH0;BF M_/8$QPZ$I:&'[%Y_6H]NA<]KCZ[IR4XFM7&>D^*U()NU>S$Z:ZY//@I.7)5$ M]^G'I39OFX9Z.#Q]$;0/E@OW<@.1AZNV070CNF_U:!?'["*$NHB(>RFXE"4! M\:8Z*)KS3FXUH6@43AE#]Z;D"R.!L1SV2ZH^R^L."#RY$XEV6N^!TWRANEUI MTJA54H8D%<2T#.,O(-P,X"F-Y-M ]_040(*;S-VG( L7VC/&'O2CZBBI*R>/I-_:W\\WSS;9KC$!9-^1YONH*@>.? M3:TI!\3DOC$NC39Z:ER*.]9Y-4Z";1&KEDE45OV]\7*24 M8YP-D0_)TW3G$Y'CP>P-2W=HHFJ?,M98;N)F]" ./V>]9;\5MST963UZVTY, M30T6Z=6.:;BYXB89I"0UY7-%(XG')"-UY;/@[B@?7L;'P\-(&;(R&-RP%AF& MYGIY+^KF@RK>: U(>73ZW<=HQ\GMWP5\ZQ2[G#TNR.\-WYV)?_2">I\J@ 2 M[F[40;%7VAI9Z9TD>>'WNS9_D&U*.X3%B9HH%,%&Q^YT?R9@-5*H@-9'Y!]3 M1NO!ZIS @3IJ[22GZ_DPQA.L*,&DD@B-;Y.TXLNE5E4J]C%;T2NH*QHEC'/, M/UE65EDYI%S.YV)M5V 5]J1FB'9L(MS 2[EZ>SY2<;>)A.VE0T3"_GW@G48H MAJIB)36 >"ZXOH/TA7RQ1I_=X16N%N%2;H)1 -R%)6K7BEZ+ MO*\;BB>4*4BAI+<- 7B74MU _?F$M!>YKSULF0^42I1JN%-UM!=%BZB. >!D M83L)G@J7HXQBL'D505.*W[94$M5OP\=D3H56*G&X>5\(\I6._' G)#KYF9(5>MNF0EKBU(::!922:<)M\!'4!N\< ML#F6X=[:RJ"#"-X[8#^;K@GA&9T7_G('LV_EW'%5.T;DNF&1B$^&='K=F9PC MD<"IIZPIXVT];#?\P[<92/Q%]#G$[[%ABHQ51[\WLID4U$RE_M(ZVN)BY"5V MWX1VQ4%V25<:W].FOB#4) ,E5KG7\'3.Z/WH]O\=H?5B=@_8"D9"J(&\%W#8 MVZAVUJGN?] M> W^M3H(Z0D73:49SLFD_Q1QZ?W0]O_]]IOC.&#@L*HC2LP?M7* <,5;.-JD M''A6Y*OMV9QK94S9.CW0?QSXQ),[!9_XHR]TMT@;8FU;Q]:#,TLQ\"CS MU42&3+H>F4JN03]X4U@1/NTE#Y\G:KGB/MH?_BN@#QGH)K*-TJA3*R(?;HOB M9*O-#U2/O7?D1T?3JO-*SL*TSBCQ0;"NV9[]HPNA$$F4EXV7349;%S?^YNWV M?JV._*MK4QES*6V"I-_"+\V\RE>[=ML*)Q(Q/ #RR=38%.57"TG%1HA+6,S( M=\"G]7-UGK*;#"1J>9NG? R5Y:9?WS=4?H,M)&##OYMKP35NAI4[.+2 MORUK5RQ"A8L.*N'OUW)2QJ@ IDH@70FJ1)7KXHKEK'-72N/"UM5K6H#Q$9-[ M6&Q:V>A^'!<7/)*L9OJ3M0L,O MXU8M0"K2+\J(/U+V+%C%JKZHPA:IA<]=1:7B';*D0NLNC4:M)MZ/-_LOXY4KTHU4F(+9@\"2S,B77YWNR)R/%9\4%VV>8 MG"PM+,OO8-\P)4)P(3=A9J"WR[30G7[#/@C40'B(AAF+QVOC\7&H];,.^[ED M"8Z6"*9/=A,CF_% 3 P[D*TA9D:I(9^="C]5;]9HF E15N))RZFK&5^C':P* M<^Z7Y)G!/\0N*T"A_&0OBCEM$NHH7$L'K8FP+;I&YX8.E'HAB&%9$B,C:\M= M-DG/($O7 7W9T+G1ZLAE%T4X'7PS@8^][K!E28[[$5/ T,<(T&-SHDDA*SFK M*2(T+IV%[9GJ, Q1]A[P(A_.;+P3(*-W4@V-J(80BRPG 2.J<^-69;LJV"N; M.8NIO(%R2EN/)= K8_?-/ #M2@8S.6D\;F4L?I?U7BK\+D0^$1%Q"M&AX:#1 MBS$+]D5%_&<$4FV!&ZVKX?T^V=*_'&LE MH*UX3UP#/LSXY,U7.4$Q&"K:DTB1YX5I)_&9"$S;[C9%CP8XV5.D5S*R/AS= MX_7[-?<*P;BV3[ MSO[4KJD'JY'06UA]Z'-_LM@S>%,=K3I'A"1>EE AL::01 -=TLT_L,R(H"C. MR^>*F3)$XQ>G.?SX&N.>V<"3+-02&GFR5_[KW=?O9\-O-NW6Y%*2K&> _*KU0&5TQ0XK\E4Z\JNV<%^\E$KA4\0US8\8P88MT M](+O\*#D]Q*H'\2H6"#-GO+PX-'SV8D\I/!B+L,."6:+5/L.=#F\&7V,8 ]U M/=#D,$F3RL_3\^G(%[\1?Q+\0-@V5<2)^S79BZ:=GFY*J1[[%$JOO8:!Q.YZ M"X% D6 C'%1PX88/;\$S3>(TZD&Z^X/7EP\I6.]?N\.3K5OZ^.2T2=ZIKDY*:\]9O6D8%3VA1J4<,W[ O:SIW>Z M@/UY#K!:N5SB[D#"!#0SL=O@:NLNC]T+F; HJ[RH?%:.?4[MZZ&AZ,FT34%N MZ'/&W[].%&B?3A80(R M!B*(6G#':25$8Y:\P=7AC^BC/'^0?_7@Z*L'7T<+'CWY8TY_'KY\_!ATF?D: MES:ZI?2CF54M.,N$TT0J;&3Q6J9A)!H*)*&"E[$(AA^J5OM?E-87Y.H M.43 M:E%O-/M@Q((C%QJ+U+%@,/A>2X"M\I\YW]46A H5, $470Z.= MG/WA4:C36D]Z;3F?GHI,9(?<)KHHDE/X"N.FZ0I3G%C OZHMI>R&",\3OUFV M\?A?@K2I>C@^ ZR1:.OV^6#=IDN6]K%2T[ T($;F"HOSX]8.4E=-^$0-'^BJ M99GGMUR5F3(1J,%H9 $>35U2D_&:CR\PJ\2V3,/@@HV?N^ .'AZ=/#P2_[ZW M6=_\QA5OM\&?^ V>=*=%-7)'0I?Z5Q-.:N3,$DJ*=J^_;F,P\K79]'A\5N=6 M:%A_EW^+ H[MCJWG0;7D[C^ZX$PM=Y>.!1P9?%F#)/_-R<'/Q$"ZB44LF?93 M]B8FV(74=0 1RG7=5KBL([[)E^56''Y6J@LDAKY-,%@3[;\\[/UAB66@NUE> M@9E\KR^6)[G#*)"]IQ-6DZX<&,NJX3BKIK('1$&"#:**5I;0-XAK0=6U1JGG MPFDW;\H3JF$6J_I",0H8>?.-PK%&/6XN52JWY50OEPSX=?I*W_(B5-5C_1BT M^_)O,TNDDLVY4O\MK'GX?3]U]"AZ-'FXRY;#U\.7V=-GC[*CEX=T<..@Q8EK M@YOB)4@=(/PR$9T!:2^?9H^?O\ @[UFU*!9C?K@'('E@80?5)\ZXX.XU,I8D M"4.RR2:+[M(DF"Q_5\5:H_#LCWWX,2D M6&9L7GQ5<-+FMLS["RVY!X!',JU@4V& :9*AV:SRJF52T9_]8[_7QZ:_?4M@ MZO?G:Z)\1L-*M)5&,:2-<.341\[[+/9KNZ&S-.PFSN<=DQK M<".L5KS#[MFMH]O$.A$=@Q2J^LBD-$*:O M;/H4<$U.4?P\W]!2H[-" 2C[Z#$44C%Z160MZ0PF3FKM2"6@@G#+,'_0G UN M+.0Z82V&MVO'UX1=RUO3.\C'B^$W5[RD!?>9G=1W":!2N"FP-'//DR(Y 1PH M@N\L?#O&R@CREG1FP V3$(HX?"-G80Q.ZF8,WIW-BCSX$(D',^DCQT=!+\/' M.,RW%SU<5LSDD>HA7'5".-YS!YI'V;(.RO!+<%
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

  •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end

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�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�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�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

    •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