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BUSINESS COMBINATIONS | 9 Months Ended
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Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract] |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Acquisitions 2021 Transactions On July 1, 2021, the effective date of the transaction, the Company paid $7 million to acquire the remaining interest in the dental business of a partially owned affiliate based in Switzerland that primarily develops highly specialized software with a focus on CAD/CAM systems. The acquisition is expected to further accelerate the development of the Company’s specialized software related to CAD/CAM systems. The preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of the affiliate included $4 million of Other current assets, $3 million of Intangible assets and $1 million of Other long-term liabilities. The purchase price and the $4 million fair value of the previously-held interest in the entity prior to the acquisition has been allocated on the basis of the preliminary estimates of fair values of assets acquired and liabilities assumed, resulting in the recording of $5 million in goodwill. This goodwill is considered to represent the value associated with the acquired workforce and synergies the two companies anticipate realizing as a combined company and is not expected to be deductible for tax purposes. Management is continuing to finalize its valuation of certain assets including other intangible assets and will conclude its valuation no later than one year from the acquisition date. Identifiable intangible assets acquired were as follows:
|  |  |  | Weighted Average
|  |  |  | Useful Life
(in millions, except for useful life) |  | Amount |  | (in years)
In-process R&D |  | $ | 3 |  |  | Indefinite
Total |  | $ | 3 |  |  |
On June 1, 2021, the effective date of the transaction, the Company paid $132 million to acquire substantially all of the assets of Propel Orthodontics LLC, a privately-held company based in New York and California. Propel Orthodontics manufactures and sells orthodontic devices and provides in-office and at-home orthodontic accessory devices to orthodontists and their patients primarily within the clear aligner market. The acquisition is expected to further accelerate the growth and profitability of the Company’s combined clear aligners business. The preliminary fair values of the assets acquired and liabilities assumed in connection with the Propel Orthodontics acquisition were as follows:
(in millions) |  |  |
Other current assets |  | $ | 4 |  |
Intangible assets |  | 66 |  |
Current liabilities |  | (1) |  |
Net assets acquired |  | 69 |  |
Goodwill |  | 63 |  |
Purchase consideration |  | $ | 132 |  |
The purchase price has been allocated on the basis of the preliminary estimates of fair values of assets acquired and liabilities assumed, resulting in the recording of $63 million in goodwill, which is considered to represent the value associated with the acquired workforce and synergies the two companies anticipate realizing as a combined company. The goodwill is expected to be deductible for tax purposes. Management is continuing to finalize its valuation of certain assets including other intangible assets and will conclude its valuation no later than one year from the acquisition date. Measurement period adjustments made to the fair values of the assets acquired and liabilities assumed during three months ended September 30, 2021 were immaterial to the financial statements, resulting in a reduction to goodwill of $2 million. Identifiable intangible assets acquired were as follows:
|  |  |  | Weighted Average
|  |  |  | Useful Life
(in millions, except for useful life) |  | Amount |  | (in years)
Developed technology |  | $ | 66 |  |  | 10
Total |  | $ | 66 |  |  |
On January 21, 2021, the effective date of the transaction, the Company paid $94 million with the potential for additional earn-out provision payments of up to $10 million, to acquire 100% of the outstanding shares of Datum Dental, Ltd., a privately-held producer and distributor of specialized regenerative dental material based in Israel. The fair value of the earn-out provision has been valued at $9 million as of the transaction date, resulting in a total purchase price of $103 million. The preliminary fair values of the assets acquired and liabilities assumed in connection with the Datum acquisition were as follows:
(in millions) |  |  |
Cash and cash equivalents |  | $ | 2 |  |
Other current assets |  | 2 |  |
Intangible assets |  | 76 |  |
Current liabilities |  | (2) |  |
Other long-term assets (liabilities), net |  | (14) |  |
Net assets acquired |  | 64 |  |
Goodwill |  | 39 |  |
Purchase consideration |  | $ | 103 |  |
The purchase price has been allocated on the basis of the preliminary estimates of fair values of assets acquired and liabilities assumed, resulting in the recording of $39 million in goodwill, which is considered to represent the value associated with the acquired workforce and synergies the two companies anticipate realizing as a combined company. The goodwill is not deductible for tax purposes. Measurement period adjustments made to the fair values of the assets acquired and liabilities assumed during the first nine months of 2021 were immaterial to the financial statements, resulting in an increase to goodwill of $6 million. Management is continuing to finalize its valuation of certain assets including other intangible assets and will conclude its valuation no later than one year from the acquisition date. Identifiable intangible assets acquired were as follows:
|  |  |  | Weighted Average
|  |  |  | Useful Life
(in millions, except for useful life) |  | Amount |  | (in years)
Developed technology |  | $ | 66 |  |  | 15
In-process R&D |  | 10 |  |  | Indefinite
Total |  | $ | 76 |  |  |
2020 Transactions On December 31, 2020, the effective date of the transaction, the Company acquired 100% of the outstanding interests of Straight Smile, LLC (“Byte”), a privately-held company, for approximately $1.0 billion using cash on hand. Byte is a doctor-directed, direct-to-consumer, clear aligner business. The acquisition is expected to enhance scale and accelerate the growth and profitability of the Company’s combined clear aligners business. The preliminary fair values of the assets acquired and liabilities assumed in connection with the Byte acquisition for the year ended December 31, 2020 were as follows:
(in millions) |  |  |
Cash and cash equivalents |  | $ | 14 |  |
Current assets |  | 17 |  |
Intangible assets |  | 416 |  |
Current liabilities |  | (28) |  |
Net assets acquired |  | 419 |  |
Goodwill |  | 626 |  |
Purchase consideration |  | $ | 1,045 |  |
The purchase price has been allocated on the basis of the preliminary estimates of fair values of assets acquired and liabilities assumed, which resulted in the recording of $626 million in goodwill. The amount of goodwill is considered to represent the value associated with the acquired workforce and synergies the two companies anticipate realizing as a combined company, including alignment with the Company’s existing clear aligner business, and is deductible for tax purposes. Measurement period adjustments made to the fair values of the assets acquired and liabilities assumed during the first nine months of 2021 were immaterial to the financial statements, resulting in a reduction to goodwill of $5 million. Intangible assets acquired were as follows:
|  |  |  | Weighted Average
|  |  |  | Useful Life
(in millions, except for useful life) |  | Amount |  | (in years)
Non-compete agreements |  | $ | 16 |  |  | 5
Technology know-how |  | 210 |  |  | 10
Tradenames and trademarks |  | 190 |  |  | 20
Total |  | $ | 416 |  |  |
The results of operations for each of the acquired businesses above upon the effective date of each transaction have been included in the accompanying financial statements. These results, as well as the historical results for the above acquired businesses for the periods ended September 30, 2021 and 2020, are not material in relation to the Company’s net sales and earnings for those periods. The Company therefore does not believe these acquisitions represent material transactions either individually or in the aggregate requiring the supplemental pro-forma information prescribed by ASC 805 and accordingly, this information is not presented. Investments in Affiliates On June 4, 2021, the effective date of the transaction, the Company paid $16 million to acquire a minority interest in a U,K.-based, privately-held provider of healthcare consumables. The Company records this investment and subsequent profit or losses under equity method accounting within Other noncurrent assets. Divestitures On April 1, 2021, the Company disposed of certain orthodontics businesses based in Japan previously included as part of the Technologies and Equipment segment in exchange for a cash receipt of $8 million. The divestiture resulted in an immaterial loss recorded in Other expense (income), net in the Consolidated Statements of Operations for the nine months ended September 30, 2021. On February 1, 2021, the Company disposed of an investment casting business previously included as part of the Consumables segment in exchange for a cash receipt of $19 million. The divestiture resulted in a pre-tax gain of $13 million recorded in Other expense (income), net in the Consolidated Statements of Operations for the nine months ended September 30, 2021.

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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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