XML 30 R15.htm IDEA: XBRL DOCUMENT
v3.22.0.1

GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended
--- | ---
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract] |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its three reporting units and perform a quantitative test. The assumptions used in evaluating goodwill for impairment are subject to change and are tracked against historical results by management. The quantitative test estimates the fair value of the three reporting units using a discounted cash flow model, which incorporates significant estimates and assumptions made by management which, by their nature, are characterized by uncertainty. Inputs used to fair value the Company's reporting units are considered inputs of the fair value hierarchy. For Level 3 measurements, significant increases or decreases in long-term growth rates or discount rates in isolation or in combination could result in a significantly lower or higher fair value measurement. The key assumptions impacting the valuation included the following: •The reporting unit's financial projections, which are based on management's assessment of regional and macroeconomic variables, industry trends and market opportunities, and the Company's strategic objectives and future growth plans. •The projected terminal value for the reporting unit, which represents the present value of projected cash flows beyond the last period in the discounted cash flow analysis. The terminal value reflects the Company's assumptions related to long-term growth rates and profitability, which are based on several factors, including local and macroeconomic variables, market opportunities, and future growth plans. •The discount rate used to measure the present value of the projected future cash flows is set using a weighted-average cost of capital method that considers market and industry data as well as the Company's specific risk factors that are likely to be considered by a market participant. The weighted-average cost of capital is the Company's estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise. During the third quarter of 2021, the Company elected to perform a qualitative analysis for its three reporting units. The Company determined, after performing the qualitative analysis, that there was no evidence that it is more likely than not that the fair value was less that the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test. Changes in the carrying amount of goodwill in 2021 and 2020 were as follows:
Dollars in thousands | Codman Specialty Surgical |  | Tissue Technologies |  | Total
Goodwill at January 1, 2020 | $ | 653,500 |  |  | $ | 300,780 |  |  | $ | 954,280 |
Transfer to assets held for sale | — |  |  | (47,546) |  |  | (47,546) |
Foreign currency translation | 18,475 |  |  | 7,158 |  |  | 25,633 |
Goodwill at December 31, 2020 | $ | 671,975 |  |  | $ | 260,392 |  |  | $ | 932,367 |
ACell Acquisition | — |  |  | 94,147 |  |  | 94,147 |
Foreign currency translation | (8,547) |  |  | (4,509) |  |  | (13,056) |
Goodwill at December 31, 2021 | $ | 663,428 |  |  | $ | 350,030 |  |  | $ | 1,013,458 |
On January 4, 2021, the Company completed its sale of its Extremity Orthopedics business. In conjunction with the sale of this business, the Company rebranded the Orthopedics and Tissue Technologies segment as Tissue Technologies in the first quarter of 2021. See Note 4. Acquisitions and Divestitures, for details. Other Intangible Assets The components of the Company's identifiable intangible assets were as follows:
| December 31, 2021
Dollars in thousands | Weighted Average Life |  | Cost |  | Accumulated Amortization |  | Net
Completed technology | 18 years |  | $ | 1,132,954 |  |  | $ | (307,013) |  |  | $ | 825,941 |
Customer relationships | 12 years |  | 211,344 |  |  | (142,755) |  |  | 68,589 |
Trademarks/brand names | 28 years |  | 98,367 |  |  | (31,468) |  |  | 66,899 |
Codman trade name | Indefinite |  | 167,758 |  |  | — |  |  | 167,758 |
Supplier relationships | 30 years |  | 30,211 |  |  | (16,192) |  |  | 14,019 |
All other | 11 years |  | 6,258 |  |  | (3,891) |  |  | 2,367 |
|  |  | $ | 1,646,892 |  |  | $ | (501,319) |  |  | $ | 1,145,573 |
| December 31, 2020
Dollars in thousands | Weighted Average Life |  | Cost |  | Accumulated Amortization |  | Net
Completed technology | 19 years |  | $ | 896,478 |  |  | $ | (248,088) |  |  | $ | 648,390 |
Customer relationships | 12 years |  | 213,270 |  |  | (132,838) |  |  | 80,432 |
Trademarks/brand names | 28 years |  | 104,209 |  |  | (31,767) |  |  | 72,442 |
Codman trade name | Indefinite |  | 170,226 |  |  | — |  |  | 170,226 |
Supplier relationships | 27 years |  | 30,211 |  |  | (15,203) |  |  | 15,008 |
All other (1) | 4 years |  | 6,693 |  |  | (3,755) |  |  | 2,938 |
|  |  | $ | 1,421,087 |  |  | $ | (431,651) |  |  | $ | 989,436 |
(1)Prior period amounts were reclassified as it relates to All Other within this table to conform to the current period presentation At December 31, 2020, $13.3 million of Intangible assets, net were presented separately as "Assets held for sale" in conjunction with the sale of the Extremity Orthopedics business. The increase in the Company's identifiable intangible assets at December 31, 2021 as compared to the year ended December 31, 2020, was primarily driven from intangible assets acquired in conjunction with the ACell Acquisition. See Note 4, Acquisitions and Divestitures, for details. Intangible Assets with Indefinite Lives The Company tests intangible assets with indefinite lives for impairment annually in the third quarter in accordance with ASC Topic 350. Additionally, the Company may perform interim tests if an event occurs or circumstances change that could potentially reduce the fair value of a indefinite lived intangible asset below its carrying amount. The Company tests for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors, including specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of the intangible asset is less than its carrying amount. The Company may elect to bypass this qualitative evaluation and perform a quantitative test. During the third quarter of 2021, the Company elected to perform a qualitative analysis for its intangible asset with indefinite lives. The Company determined, after performing the qualitative analysis, that there was no evidence that it is more likely than not that the fair value was less that the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test. Product rights and other definite-lived intangible assets are tested periodically for impairment in accordance with ASC Topic 360 when events or changes in circumstances indicate that an asset's carrying value may not be recoverable. The impairment testing involves comparing the carrying amount of the asset or asset group to the forecasted undiscounted future cash flows. In the event the carrying value of the asset exceeds the undiscounted future cash flows, the carrying value is considered not recoverable and impairment exists. An impairment loss is measured as the excess of the asset's carrying value over its fair value, calculated using discounted future cash flows. The computed impairment loss is recognized in the period that the impairment occurs. Amortization expense (including amounts reported in cost of product revenues) for the years ended December 31, 2021, 2020 and 2019 was $83.3 million, $74.5 million and $72.8 million, respectively. Annual amortization expense is expected to approximate $79.1 million in 2022, $78.4 million in 2023, $77.7 million in 2024, $77.7 million in 2025, $77.6 million in 2026 and $585.8 million thereafter. Amortization of product technology based intangible assets totaled $66.5 million, $46.7 million and $45.8 million for the years ended December 31, 2021, 2020 and 2019, respectively, and is presented by the Company within cost of goods sold.

X
- References No definition available. + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for goodwill and intangible assets. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -URI http://asc.fasb.org/topic&trid=2144416 + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration