Related Party Transactions | Note 12. Related Party Transactions Lease with 1565 North Central Expressway, LP For its principal executive office, the Company leases an aggregate of approximately 11,500 square-foot space at 1565 North Central Expressway, Suite 220, Richardson, Texas 75080 from 1565 North Central Expressway, LP (“NCE, LP”), a real estate investment company that is owned and controlled by Mr. Brooks. The Company’s lease arrangement includes (i) the lease acquired pursuant to the CPM Acquisition effective January 1, 2013, and (ii) a lease effective July 14, 2017 entered into to support the Company’s relocation of its Fort Worth, Texas corporate offices to CPM’s executive offices. Both leases terminated December 31, 2017, with month-to-month renewals thereafter. For the six months ended June 30, 2022 and 2021, the Company paid approximately $84,000 and $84,000, respectively, in rent expense, which is reflected in selling, general, administrative, and other expenses in the Company’s accompanying interim unaudited condensed consolidated statements of operations. AmBio Contract The Company engaged AmBio Staffing, LLC (“AmBio”), a Texas licensed Professional Employment Organization, to provide payroll processing, employee benefit administration, and related human capital services effective January 1, 2017. Mr. Brooks owns and controls AmBio. As of June 30, 2022, AmBio operations support approximately 39 full time equivalents (“FTE”). Of those 39 FTEs, 35 FTEs directly support the Company, and 3 FTEs support the operations of other companies, and 1 FTE is shared between the Company and other companies. As of June 30, 2022 and December 31, 2021, the Company owed amounts to AmBio of approximately $157,991 and $170,784, respectively, which are reflected in accounts payable on the Company’s accompanying interim unaudited condensed consolidated balance sheets. For the six months ended June 30, 2022 and June 30, 2021, the Company paid approximately $97,546 and $93,000, respectively, to AmBio in administrative fees, which are reflected in selling, general, administrative, and other expenses in the Company’s accompanying interim unaudited condensed consolidated statements of operations. Operations Historically, the Company conducts various related-party transactions with entities that are owned by or affiliated with Mr. Brooks and Mr. Reeg. These transactions are based on wholesale contractual agreements that the Company believes are on terms and conditions substantially similar to other third-party contractual agreements. As described more fully below, these transactions include: selling and purchasing of inventory on a wholesale basis, commissions earned and paid and shared-service fee arrangements. MedUSA Group, LLC MedUSA Group, LLC (“MedUSA”) is a sub-distributor owned and controlled by Mr. Brooks and Mr. Reeg. During the six months ended June 30, 2022 and 2021, the Company: • sold Orthopedic Implants and Biologics products to MedUSA in the amounts of approximately zero and $1,400, respectively, which are reflected in net revenues in the Company’s accompanying interim unaudited condensed consolidated statements of operations; and • incurred approximately $1,698,152 and $1,718,298, respectively, in commission costs, which are reflected in commissions in the Company’s accompanying interim unaudited condensed consolidated statements of operations. As of June 30, 2022 and December 31, 2021, the Company had approximately $1,671,431 and $923,960, respectively, of unpaid commission costs due to MedUSA, which is reflected in accrued liabilities in the Company’s accompanying interim unaudited condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021, the Company had outstanding balances due from MedUSA of approximately zero and $63,498, respectively. These amounts are reflected in accounts receivable, net of allowance, in the Company’s accompanying interim unaudited condensed consolidated balance sheets. Payment terms per our stocking and distribution agreement with MedUSA are 30 days from receipt of invoice. As of June 30, 2022, MedUSA had no past due balance. Texas Overlord, LLC Texas Overlord, LLC (“Overlord”) is an investment holding-company owned and controlled by Mr. Brooks. During the six months ended June 30, 2022 and 2021, the Company: • incurred approximately $75,000 and $120,000, respectively, in commission costs, which are reflected in commissions in the Company’s accompanying interim unaudited condensed consolidated statements of operations. As of June 30, 2022 and December 31, 2021, the Company had approximately $115,000 and $40,000 of unpaid commission costs owed to Overlord, which are reflected in accrued liabilities in the Company’s accompanying interim unaudited condensed consolidated balance sheets. As of June 30, 2022, the Company had approximately $54,073 of unpaid liabilities related to payments made on behalf of the Company by Overlord to settle accounts payable, which are reflected in accrued liabilities in the Company’s accompanying interim unaudited condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021, the Company had no outstanding balances due from Overlord. NBMJ, Inc. NBMJ, Inc. d/b/a Incare Technology (“NBMJ”) is a durable medical equipment, wound care, and surgical supplies distributor owned and controlled by Mr. Brooks. During the six months ended June 30, 2022 and 2021, the Company sold Biologics products to NBMJ in the amounts of approximately $350 and $71,381, respectively, which are reflected in net revenues in the Company’s accompanying interim unaudited condensed consolidated statements of operations. As of June 30, 2022 and December 31, 2021, the Company had $2,430 and $2,080 in outstanding balances due from NBMJ. These amounts are reflected in accounts receivable, net of allowance, in the Company’s accompanying interim unaudited condensed consolidated balance sheets. Payment terms per the stocking and distribution agreement with NBMJ are 30 days from receipt of invoice. As of June 30, 2022, NBMJ had a past due balance of $2,430. Bass Bone and Spine Specialists Bass Bone & Spine Specialists (“Bass”) operates as a sub-distributor of surgical implants and is owned and controlled by Mr. Brooks. During the six months ended June 30, 2022 and 2021, the Company: • sold Orthopedic Implants and Biologics products to Bass in the amounts of approximately $19,985 and $23,227, respectively, which are reflected in net revenues in the Company’s accompanying interim unaudited condensed consolidated statements of operations. As of June 30, 2022 and December 31, 2021, the Company had outstanding balances due from Bass of approximately $15,148 and $8,413, respectively. These amounts are reflected in accounts receivable, net of allowance, in the Company’s accompanying interim unaudited condensed consolidated balance sheets. Payment terms per the stocking and distribution agreement with Bass are 30 days from receipt of invoice. As of June 30, 2022, Bass had a past due balance of $13,298. Sintu, LLC Sintu, LLC (“Sintu”) operates as a sub-distributor of surgical implants and is owned and controlled by Mr. Brooks. During the six months ended June 30, 2022 and 2021, the Company incurred approximately $253,969 and $209,089, respectively, in commission costs to Sintu, which are reflected in commissions on the Company’s accompanying interim unaudited condensed consolidated statements of operations. As of June 30, 2022, and December 31, 2021, the Company had approximately $811,197 and $557,228, respectively, of unpaid commission costs due to Sintu, which is reflected in accrued liabilities in the Company’s accompanying interim unaudited condensed consolidated balance sheets. Tiger Orthopedics, LLC Tiger Orthopedics, LLC (“Tiger”) operates as a sub-distributor of surgical implants and is owned and controlled by Mr. Brooks. During the six months ended June 30, 2022 and June 30, 2021, the Company sold Orthopedic Implants and Biologics products to Tiger in the amounts of approximately zero and $502, respectively, which are reflected in net revenues in the Company’s accompanying interim unaudited condensed consolidated statements of operations. As of June 30, 2022 and December 31, 2021, the Company had no outstanding balances due from Tiger. Payment terms per the stocking and distribution agreement with Tiger are 30 days from receipt of invoice. As of June 30, 2022, Tiger had no past due balance. Modal Manufacturing, LLC Modal Manufacturing, LLC (“Modal”) is a manufacturer of medical devices owned and controlled by Mr. Brooks. During the six months ended June 30, 2022 and 2021, the Company purchased approximately $343,713 and $368,443, respectively, in Orthopedic Implants and medical instruments from Modal, which are reflected within inventories, net of allowance in the Company’s accompanying interim unaudited condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021, the Company had outstanding balances owed to Modal of approximately $877,789 and $709,234, respectively. These amounts are reflected in accounts payable in the Company’s accompanying interim unaudited condensed consolidated balance sheets. Payment terms per the stocking and distribution agreement with Modal are 30 days from receipt of invoice. As of June 30, 2022, the Company had a past due balance of approximately $848,443 owed to Modal. |