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Acquisitions and Strategic Investments | 9 Months Ended
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Sep. 30, 2020
Business Combinations [Abstract] |
ACQUISITIONS AND STRATEGIC INVESTMENTS | NOTE B – ACQUISITIONS AND STRATEGIC INVESTMENTS Our unaudited condensed consolidated financial statements include the operating results for acquired entities from the respective date of acquisition. We did not complete any material acquisitions or divestitures during the first nine months of 2020. We have not presented supplemental pro forma financial information for prior acquisitions given their results are not material to our unaudited condensed consolidated financial statements. We recorded immaterial purchase price adjustments during the measurement period for the preliminary purchase price allocations of acquisitions in the first nine months of 2020. Transaction costs for these acquisitions were immaterial to our unaudited condensed consolidated financial statements and were expensed as incurred. Q3 2019 YTD Acquisitions BTG plc On August 19, 2019, we announced the closing of our acquisition of BTG, a public company organized under the laws of England and Wales. BTG had three key portfolios, the largest of which is its interventional medicine portfolio (Interventional Medicine) that encompasses interventional oncology therapeutic technologies for patients with liver and kidney cancers, as well as a vascular portfolio for treatment of deep vein thrombosis, pulmonary embolism, deep venous obstruction and superficial venous disease. Following the closing of the acquisition, we began to integrate BTG's Interventional Medicine business into our Peripheral Interventions division. In addition to the Interventional Medicine product lines, the BTG portfolio also included a specialty pharmaceutical business (Specialty Pharmaceuticals) comprised of acute care antidotes to treat overexposure to certain medications and toxins and a licensing portfolio (Licensing arrangements) that generated net royalties related to BTG intellectual property and product license agreements. Refer to Note D – Hedging Activities and Fair Value Measurements for additional information. The transaction price consisted of upfront cash in the aggregate amount of £3.312 billion (or $4.023 billion based on the exchange rate at closing on August 19, 2019) for the entire issued ordinary share capital of BTG, whereby BTG stockholders received 840 pence (or $10.20 based on the exchange rate at closing) in cash for each BTG share. The transaction price included $404 million of cash and cash equivalents acquired. We implemented our acquisition of BTG by way of a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, as amended. Purchase Price Allocation We accounted for the acquisition of BTG as a business combination, and in accordance with FASB ASC Topic 805, Business Combinations (FASB ASC Topic 805), we recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The final purchase price was comprised of the following components:
(in millions) |
Payment for acquisition, net of cash acquired | $ | 3,619 |
The final purchase price allocation was comprised of the following components:
(in millions) |
Goodwill | $ | 1,644 |
Trade accounts receivable, net | 108 |
Inventories | 232 |
Other current assets | 252 |
Other intangible assets, net | 1,785 |
Other long-term assets | 537 |
Accrued expenses and other current liabilities | (308) |
Other long-term liabilities | (274) |
Deferred tax liability | (358) |
| $ | 3,619 |
We allocated a portion of the purchase price to the specific intangible asset categories as follows:
| Amount Assigned (in millions) |  | Amortization Period (in years) |  | Risk-Adjusted Discount Rates used in Purchase Price Allocation
Amortizable intangible assets: |  |  |  |  |  |  |  |  |
Technology-related | $ | 1,709 |  |  | 10 | - | 18 |  | 11 | % | - | 12%
Other intangible assets | 75 |  |  | 2 | - | 11 |  | 11%
| $ | 1,785 |  |  |  |  |  |  |  |  |
As a result of our acquisition of BTG, we recognized goodwill of $1.644 billion, which is attributable to the synergies expected to arise from the acquisition and revenue and cash flow projections associated with future technologies. The goodwill is not deductible for tax purposes. We allocated $1.406 billion to our Peripheral Interventions reporting unit and $238 million to the Specialty Pharmaceuticals reporting unit. Vertiflex, Inc. On June 11, 2019, we announced the closing of our acquisition of Vertiflex, Inc. (Vertiflex), a privately-held company which developed and commercialized the Superion™ Indirect Decompression System, a minimally-invasive device used to improve physical function and reduce pain in patients with lumbar spinal stenosis (LSS). The transaction price consisted of an upfront cash payment of $465 million and contingent payments that are based on a percentage of Vertiflex sales growth in the first three years following the acquisition close. At the time of acquisition, we estimated the sales-based contingent payments to be in a range of zero to $100 million; however, the payments are uncapped over the three year earn-out period. Following the closing of the acquisition, we integrated the Vertiflex business into our Neuromodulation division. Millipede, Inc. On January 29, 2019, we announced the closing of our acquisition of Millipede, Inc. (Millipede), a privately-held company that has developed the IRIS Transcatheter Annuloplasty Ring System for the treatment of severe mitral regurgitation. We were an investor in Millipede since the first quarter of 2018 as part of an investment and acquisition option agreement, whereby we purchased a portion of the outstanding shares of Millipede, along with newly issued shares of the company, for an upfront cash payment of $90 million. In the fourth quarter of 2018, upon the successful completion of a first-in-human clinical study, we exercised our option to acquire the remaining shares of Millipede. We held an interest of approximately 20 percent immediately prior to the acquisition date. We remeasured the fair value of our previously-held investment based on the implied enterprise value and allocation of purchase price consideration according to priority of equity interests. The transaction price for the remaining stake consisted of an upfront cash payment of $325 million and up to an additional $125 million payment upon achievement of a commercial milestone. Following the closing of the acquisition, we integrated the Millipede business into our Interventional Cardiology division. Purchase Price Allocation We accounted for the acquisitions of Vertiflex and Millipede as business combinations, and in accordance with FASB ASC Topic 805, we recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition dates. The final purchase prices were comprised of the following components:
(in millions) |
Payments for acquisitions, net of cash acquired | $ | 763 |
Fair value of contingent consideration | 127 |
Fair value of prior interests | 102 |
| $ | 992 |
The final combined purchase price allocation was comprised of the following components:
(in millions) |
Goodwill | $ | 577 |
Amortizable intangible assets | 220 |
Indefinite-lived intangible assets | 240 |
Other assets acquired | 24 |
Liabilities assumed | (12) |
Net deferred tax liabilities | (58) |
| $ | 992 |
We allocated a portion of the combined purchase price to the specific intangible asset categories as follows:
| Amount Assigned (in millions) |  | Amortization Period (in years) |  | Risk-Adjusted Discount Rates used in Purchase Price Allocation
Amortizable intangible assets: |  |  |  |  |  |  |  |  |
Technology-related | $ | 210 |  |  | 12 |  | 15%
Other intangible assets | 10 |  |  | 12 |  |  |  | 15% |  |
Indefinite-lived intangible assets: |  |  |  |  |  |  |  |  |
In-process research and development (IPR&D) | 240 |  |  | N/A |  | 19%
| $ | 461 |  |  |  |  |  |  |  |  |
Goodwill was primarily established due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies, and has been allocated to our reportable segments based on the relative expected benefit. The goodwill recorded relating to our 2019 acquisitions is not deductible for tax purposes. Contingent Consideration Changes in the fair value of our contingent consideration liability were as follows:
(in millions) |
Balance as of December 31, 2019 | $ | 354 |
Contingent consideration net expense (benefit) | (102) |
Contingent consideration payments | (40) |
Balance as of September 30, 2020 | $ | 214 |
As of September 30, 2020, the maximum amount of future contingent consideration (undiscounted) that we could be required to pay associated with our prior acquisitions was $627 million. Refer to Note B – Acquisitions and Strategic Investments to our audited financial statements contained in Item 8 of our most recent Annual Report on Form 10-K for additional information. The $102 million benefit recorded in the first nine months of 2020 related to a reduction in the contingent consideration liability for certain prior acquisitions for which we reduced the probability of achievement of associated revenue and/or regulatory milestones upon which payment is conditioned, or in the case of nVision Medical Corporation (nVision) for milestones that would not be achieved due to management's discontinuation of the R&D program. The recurring Level 3 fair value measurements of our contingent consideration liability that we expect to be required to settle include the following significant unobservable inputs:
Contingent Consideration Liability | Fair Value as of September 30, 2020 | Valuation Technique | Unobservable Input | Range | Weighted Average (1)
R&D, Regulatory and Commercialization-based Milestones | $100 million | Discounted Cash Flow | Discount Rate | 2 | % | - | 2% | 2%
Probability of Payment | 90 | % | - | 90% | 90%
Projected Year of Payment | 2027 | - | 2027 | 2027
Revenue-based Payments | $114 million | Discounted Cash Flow | Discount Rate | 11 | % | - | 14% | 13%
Probability of Payment | 53 | % | - | 100% | 87%
Projected Year of Payment | 2020 | - | 2024 | 2022
(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected year of payment, the amount represents the median of the inputs and is not a weighted average. Projected contingent payment amounts related to some of our research and development (R&D), commercialization-based and revenue-based milestones are discounted back to the current period using a discounted cash flow model. Significant increases or decreases in projected revenues, probabilities of payment, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement as of September 30, 2020. Strategic Investments The aggregate carrying amount of our strategic investments was comprised of the following:
| As of
(in millions) | September 30, 2020 |  | December 31, 2019
Equity method investments | $ | 366 |  |  | $ | 264 |
Measurement alternative investments (1) | 196 |  |  | 171 |
Publicly-held equity securities (2) | — |  |  | 1 |
Notes receivable | 4 |  |  | 23 |
| $ | 567 |  |  | $ | 458 |
(1) Measurement alternative investments are privately-held equity securities without readily determinable fair values that are measured at cost minus impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer. (2) Publicly-held equity securities are measured at fair value with changes in fair value recognized currently in Other, net within our accompanying unaudited condensed consolidated statements of operations. These investments are classified as Other long-term assets within our accompanying unaudited condensed consolidated balance sheets, in accordance with U.S. GAAP and our accounting policies. As of September 30, 2020, the cost of our aggregated equity method investments exceeded our share of the underlying equity in net assets by $343 million, which represents amortizable intangible assets, IPR&D, goodwill and deferred tax liabilities. In the third quarter of 2020, we recorded a $65 million non-cash gain presented in Other, net within our unaudited condensed consolidated statements of operations to state at fair value one of our portfolio investments treated under the measurement alternative method of accounting.

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- Definition 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). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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