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ACQUISITIONS AND DIVESTITURES | 9 Months Ended
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Sep. 30, 2021
Mergers, Acquisitions and Dispositions [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Sale of Extremity Orthopedics Business On January 4, 2021, the Company completed its previously announced sale of its Extremity Orthopedics business to Smith & Nephew USD Limited ("Smith & Nephew"). The transaction included the sale of the Company's upper and lower Extremity Orthopedics product portfolio, including ankle and shoulder arthroplasty and hand and wrist product lines. The Company received an aggregate purchase price of $240.0 million from Smith and Nephew and concurrently paid $41.5 million to the Consortium of Focused Orthopedists, LLC ("CFO") effectively terminating the licensing agreement between Integra and CFO relating to the development of shoulder arthroplasty products. Assets and liabilities divested consisted of the following as of December 31, 2020 (dollar amounts in thousands):
Prepaid expenses and other current assets | $ | 713 |
Right of use asset-operating leases and Other assets | 3,186 |
Deferred tax assets | 6,589 |
Intangible assets, net | 13,332 |
Property, plant and equipment, net | 37,893 |
Goodwill | 47,546 |
Inventories | 52,845 |
Total assets held for sale | $ | 162,104 |
Other liabilities | 336 |
Current portion of lease liability - operating leases | 539 |
Accrued compensation | 1,767 |
Deferred tax liabilities | 3,440 |
Lease liability - operating leases | 5,669 |
Total liabilities held for sale | $ | 11,751 |
The divestiture does not represent a strategic shift that will have a major effect on the Company's operations and financial statements. Goodwill was allocated to the assets and liabilities divested using the relative fair value method of the Extremity Orthopedics business to the Company's Tissue Technologies reporting unit. In connection with the sale, the Company recognized a gain of $42.0 million that is presented in Gain from the sale of business in the consolidated statement of operations for the nine months ended September 30, 2021. The Company finalized the net working capital and paid an additional $1.3 million to Smith & Nephew as of September 30, 2021. The Company also entered into a transition services agreement with Smit h & Nephew which requires the Company to provide certain services on behalf of Smith & Nephew for the duration of the period subsequent to the sale of the business as defined in the agreement. The Company recognized a payable due to Smith & Nephew of $7.2 million as of September 30, 2021, included in the consolidated balance sheet within accrued expenses and other current liabilities. ACell, Inc. Acquisition On January 20, 2021, the Company acquired ACell, Inc. (the "ACell Acquisition") for an acquisition purchase price of $306.9 million plus contingent considerations of up to $100 million, that may be payable upon achieving certain revenue-based performance milestones in 2022, 2023 and 2025. The final working capital adjustments of $1.3 million was finalized and paid as of June 30, 2021. Certain amounts relating to tax matters have not been finalized which may result in changes to goodwill upon completion. ACell was a privately-held company that offered a portfolio of regenerative products for complex wound management, including developing and commercializing products based on MatriStem Urinary Bladder Matrix, a technology platform derived from porcine urinary bladder extracellular matrix. Assets Acquired and Liabilities Assumed at Fair Value The ACell Acquisition has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination are recognized at their fair values as of the acquisition date. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date:
Dollars in thousands | Preliminary Valuation as of September 30, 2021 |  | Weighted Average Life |  |  |
Current assets: |  |  |  |  |  |
Cash | $ | 2,726 |  |  |  |  |  |
Trade accounts receivable, net | 16,469 |  |  |  |  |  |
Inventories, net | 18,299 |  |  |  |  |  |
Prepaids expenses and other current assets | 1,498 |  |  |  |  |  |
Total current assets | 38,992 |  |  |  |  |  |
Property, plant and equipment, net | 13,769 |  |  |  |  |  |
Intangible assets | 245,000 |  |  | 13-14 years |  |  |
Goodwill | 94,298 |  |  |  |  |  |
Right of use asset - operating leases | 9,259 |  |  |  |  |  |
Deferred tax assets | 9,768 |  |  |  |  |  |
Other assets | 148 |  |  |  |  |  |
Total assets acquired | 411,234 |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |
Accounts payable | $ | 718 |  |  |  |  |  |
Accrued expenses | 5,966 |  |  |  |  |  |
Current portion of lease liability - operating leases | 1,673 |  |  |  |  |  |
Total current liabilities | 8,357 |  |  |  |  |  |
Other long-term liability | 276 |  |  |  |  |
Lease liability - operating leases | 7,585 |  |  |  |  |  |
Deferred tax liability | 64,178 |  |  |  |  |  |
Contingent consideration | 23,900 |  |  |  |  |  |
Total liabilities assumed | 104,296 |  |  |  |  |  |
Net assets acquired | $ | 306,938 |  |  |  |  |  |
Intangible Assets The estimated fair value of the developed technology acquired was determined using the multi-period excess earnings method of the income approach, which estimates value based on the present value of future economic benefits. Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each product including net revenues, cost of sales, R&D costs, selling and marketing costs, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends impacting the asset and each cash flow stream. The Company used a discount rate of 8.5% to arrive at the present value for the acquired intangible assets to reflect the rate of return a market participant would expect to earn and incremental commercial uncertainty in the cash flow projections. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results. Goodwill The Company allocated goodwill related to the ACell acquisition to the Tissue Technologies segment. Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected synergies of the combined company and assembled workforce. Goodwill recognized as a result of this acquisition is non-deductible for income tax purposes. Contingent Consideration As part of the acquisition, the Company is required to make payments to the former shareholders of ACell up to $100 million based on the achievement of certain revenue-based performance milestones in 2022, 2023, and 2025. T he Company used iterations of the Monte Carlo simulation to calculate the fair value of the contingent consideration that considered the possible outcomes of scenarios related to each specific milestone. The Company estimated the fair value of the contingent consideration to be $23.9 million at the acquisition date. The estimated fair value as of September 30, 2021 was $23.0 million. This amount is included in other liabilities at September 30, 2021 in the consolidated balance sheets of the Company. The Company determines the acquisition date fair value of contingent consideration obligations using a Monte Carlo simulation, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined using the fair value concepts in ASC 820. The resultant most likely payouts are discounted using an appropriate effective annual interest rate. At each reporting date, the contingent consideration obligations will be revalued to estimated fair value and changes in fair value will be reflected as income or expense in our consolidated statement of operations. Changes in the fair value of the contingent considerations may result from changes in discount periods and rates and changes in the timing and amount of revenue estimates. Deferred Tax Liabilities Deferred tax liabilities result from identifiable intangible assets’ fair value adjustments. These adjustments create excess book basis over tax basis which is tax-effected by the statutory tax rates of applicable jurisdictions. Pro Forma Results (unaudited) Pro forma revenues for the three months ended September 30, 2021 and 2020 were $386.9 million and $396.8 million, respectively. Pro forma revenues for the nine months ended September 30, 2021 and 2020 were $1,141.5 million and $1,051.9 million, respectively. Pro forma net income and earnings per share are not presented for this acquisition as they are not material.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: 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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