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Acquisitions
6 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
Acquisitions

3. Acquisitions

Acquisition of Spinal Kinetics, Inc.

On April 30, 2018, the Company completed the acquisition of Spinal Kinetics Inc. (“Spinal Kinetics”), a privately held developer and manufacturer of artificial cervical and lumbar discs for $45.0 million in net cash, subject to certain adjustments, plus potential milestone payments of up to $60.0 million in cash. The acquisition date fair value of the consideration transferred was $76.6 million. The results of operations for Spinal Kinetics have been included in the Company’s financial results since the acquisition date, April 30, 2018. For additional discussion regarding the valuation of the contingent consideration, see Note 7.

The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date. During the first quarter of 2019, the Company finalized its valuation of assets acquired and liabilities assumed, which resulted in an adjustment between deferred income taxes and goodwill.

 

(U.S. Dollars, in thousands)

 

Preliminary Acquisition Date Fair Value as Previously Reported

 

 

Adjustments

 

 

Final Acquisition Date Fair Value

 

 

Assigned Useful Life

Assets acquired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,785

 

 

$

 

 

$

6,785

 

 

 

Restricted cash

 

 

30

 

 

 

 

 

 

30

 

 

 

Accounts receivable

 

 

1,705

 

 

 

 

 

 

1,705

 

 

 

Inventories

 

 

8,175

 

 

 

 

 

 

8,175

 

 

 

Prepaid expenses and other current assets

 

 

315

 

 

 

 

 

 

315

 

 

 

Property, plant and equipment

 

 

2,285

 

 

 

 

 

 

2,285

 

 

 

Other long-term assets

 

 

320

 

 

 

 

 

 

320

 

 

 

Developed technology

 

 

12,400

 

 

 

 

 

 

12,400

 

 

10 years

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

 

 

26,800

 

 

 

 

 

 

26,800

 

 

10 years

Tradename

 

 

100

 

 

 

 

 

 

100

 

 

2 years

Deferred income taxes

 

 

2,374

 

 

 

1,220

 

 

 

3,594

 

 

 

Total identifiable assets acquired

 

$

61,289

 

 

$

1,220

 

 

$

62,509

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities assumed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

351

 

 

$

 

 

$

351

 

 

 

Other current liabilities

 

 

2,873

 

 

 

(4

)

 

 

2,869

 

 

 

Other long-term liabilities

 

 

301

 

 

 

 

 

 

301

 

 

 

Total liabilities assumed

 

$

3,525

 

 

$

(4

)

 

$

3,521

 

 

 

Goodwill

 

 

18,836

 

 

 

(1,224

)

 

 

17,612

 

 

 

Total fair value of consideration transferred

 

$

76,600

 

 

$

 

 

$

76,600

 

 

 

 

On February 6, 2019, the Company obtained U.S. Food and Drug Administration (“FDA”) approval of the M6-C artificial cervical disc for patients suffering from cervical disease degeneration and started amortizing IPR&D. The $17.6 million of goodwill recognized was assigned to the Global Spine reporting segment.

The Company did not recognize any acquisition related costs during the three and six months ended June 30, 2019 and recorded $1.5 million and $3.0 million of acquisition related costs during the three and six months ended June 30, 2018. These costs are included in the condensed consolidated statements of operations and comprehensive income (loss) within general and administrative expenses. The Company’s results of operations included net sales of $3.2 million and $2.3 million related to Spinal Kinetics for the three months ended June 30, 2019 and 2018, respectively, and net sales of $6.4 million and $2.3 million for the six months ended June 30, 2019 and 2018, respectively. Additionally, the Company’s results of operations included net losses of $3.4 million and $1.8 million related to Spinal Kinetics for the three months ended June 30, 2019 and 2018, respectively, and net losses of $7.4 million and $1.8 million for the six months ended June 30, 2019 and 2018, respectively.

The following table presents the unaudited pro forma results for the three and six months ended June 30, 2019 and 2018, which combines the historical results of operations of Orthofix and Spinal Kinetics as though the companies had been combined as of January 1, 2018. The unaudited pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such time.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(U.S. Dollars, in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

Net sales

 

$

115,850

 

 

$

115,129

 

 

$

224,962

 

 

$

227,584

 

Net income (loss)

 

 

(547

)

 

 

597

 

 

 

350

 

 

 

5,457

 

 

 

Options Medical, LLC Asset Acquisition

On January 31, 2019, the Company acquired certain assets of Options Medical, LLC, (“Options Medical”) a medical device distributor based in Florida. Under the terms of the acquisition, the parties agreed to terminate an existing exclusive sales representative agreement, employees of Options Medical became employees of the Company and the Company acquired all customer lists and customer information related to the sale of the Company’s products. As consideration for the assets acquired, the Company paid $6.4 million. Additionally, as an inducement to enter into employment with the Company, the Company provided 25,478 restricted stock units (“RSUs”), with a fair value of $1.4 million, to the Options Medical founder. These RSUs will vest in one-third annual increments beginning on the first anniversary of the grant date and are contingent upon continued employment. The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date.

 

(U.S. Dollars, in thousands)

 

Fair Value

 

 

Balance Sheet Classification

 

Assigned Useful Life

Assets acquired

 

 

 

 

 

 

 

 

Operating lease assets

 

$

175

 

 

Other long-term assets

 

 

Customer relationships

 

 

5,832

 

 

Intangible assets, net

 

10 years

Assembled workforce

 

 

568

 

 

Intangible assets, net

 

5 years

Total identifiable assets acquired

 

$

6,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities assumed

 

 

 

 

 

 

 

 

Operating lease liability - short-term

 

$

69

 

 

Other current liabilities

 

 

Operating lease liability - long-term

 

 

106

 

 

Other long-term liabilities

 

 

Total liabilities assumed

 

 

175

 

 

 

 

 

Total fair value of consideration transferred

 

$

6,400