ASSET ACQUISITIONS AND BUSINESS COMBINATIONS |
6 Months Ended |
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Jun. 30, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| ASSET ACQUISITIONS AND BUSINESS COMBINATIONS | ASSET ACQUISITIONS AND BUSINESS COMBINATIONS Nevro Merger As previously disclosed, on February 6, 2025, the Company entered into an Agreement and Plan of Merger (the “Nevro Merger Agreement”) with Nevro Corp. (“Nevro”) and Palmer Merger Sub, Inc., a wholly owned subsidiary of the Company (“Palmer Merger Sub”) (such transaction, the “Nevro Merger”). On April 3, 2025, pursuant to the terms of the Nevro Merger Agreement, Palmer Merger Sub merged with and into Nevro, with Nevro surviving as a wholly owned subsidiary of the Company. At the consummation of the Nevro Merger, each issued and outstanding share of common stock of Nevro, $0.001 par value per share, was converted into cash in an amount equal to $5.85 per share of common stock of Nevro. The aggregate consideration paid by the Company in connection with its acquisition of Nevro was $252.5 million. The final purchase price allocation as of March 31, 2026 included net identifiable assets of $444.5 million and liabilities of $73.2 million, resulting in a bargain purchase gain of $118.8 million. The net identifiable assets were comprised of $147.5 million of deferred income taxes, $116.8 million of inventories, $70.8 million of accounts receivable, $56.0 million of intangible assets and $53.4 million of other assets. Total transaction costs incurred in connection with the Nevro Merger were $28.9 million for the year ended December 31, 2025, with $28.8 million of transaction costs incurred during the three months ended June 30, 2025. Immaterial transaction costs were incurred during the three and six months ended June 30, 2026. Asset Acquisitions During the second quarter of 2026, the Company entered into a patent purchase agreement and acquired certain patents related to medical device technology in the spine field for a total consideration of $1.5 million, which was paid at closing. The Company recorded $1.5 million of intangible assets, with an estimated useful life of 15.5 years. During the third quarter of 2025, the Company entered into a license agreement and acquired software related to the imaging, navigation and robotics (“INR”) division for a total consideration of €8.0 million ($9.4 million). An initial payment of €4.0 million ($4.7 million) was made at closing and recorded as a developed technology intangible asset, with the remaining €4.0 million ($4.7 million) paid in the first quarter of 2026. The asset will be amortized over its estimated useful life of seven years. During the first quarter of 2025, the Company entered into a license agreement for certain patents of medical device technology in the spine field for a total of $5.0 million due at closing, and 1 percent license fee on future sales of products developed and covered under the license agreement. The Company recorded $5.0 million of intangible assets, with a useful life of 10.1 years. During the first quarter of 2024, the Company completed a share acquisition of a biotech company focused on research and development for hemostasis solutions. The fair value of the assets acquired are concentrated in a similar identified asset, in-process research and development (“IPR&D”) of the acquired technology, thus satisfying the requirements of the screen test in ASC Topic 805, Business Combinations. At the date of the acquisition, the Company determined that the development of the projects underway had not yet reached technological feasibility and that the research in process had no alternative future use. Accordingly, the acquired IPR&D of $12.6 million was charged to research and development expense in the condensed consolidated statements of operations and comprehensive income. The purchase price consisted of $12.0 million of cash paid at closing. The transaction also provides for $12.0 million of contingent consideration which is payable upon meeting the Good Manufacturing Practice milestones, as promulgated by the U.S. Food and Drug Administration (the “FDA”), and consideration of $10.0 million contingent upon the developed products obtaining approval from the FDA. As of June 30, 2026, the milestones have not been met and as such, contingent consideration has not been recorded in this asset acquisition. Other Business Combinations During the first quarter of 2026, the Company completed one acquisition that was not material to the overall condensed consolidated financial statements during the periods presented. This acquisition has been included in the condensed consolidated financial statements from date of acquisition. The purchase price consisted of approximately $0.2 million of cash paid at closing and $3.9 million in contingent consideration payments, resulting in goodwill of $3.9 million and reacquired rights of $0.2 million based on the estimated fair value. The contingent payments for this acquisition are based upon achieving various performance milestones over a period of five years and are payable in cash. Throughout 2024, the Company completed three acquisitions that were not material to the overall condensed consolidated financial statements during the periods presented. These acquisitions have been included in the condensed consolidated financial statements from their respective dates of acquisition. The purchase prices in aggregate consisted of approximately $0.7 million of cash paid at closing and $25.0 million in contingent consideration payments, resulting in goodwill of $24.0 million and reacquired rights of $1.8 million based on the estimated fair values. The contingent payments for these acquisitions are based upon achieving various performance milestones over a period of and ten years and are payable in a combination of cash and restricted stock units (“RSUs”).
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