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ACQUISITIONS AND DIVESTITURES | 3 Months Ended
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Mar. 31, 2022
Mergers, Acquisitions and Dispositions [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Sale of Extremity Orthopedics Business On January 4, 2021, the Company completed the 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 & Nephew and concurrently paid $41.5 million to the Consortium of Focused Orthopedists, LLC ("CFO") effectively terminating the licensing agreement between Integra and the CFO relating to the development of shoulder arthroplasty products. 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 reportable business segment. In connection with the sale, the Company recognized a preliminary gain of $42.9 million that was presented in Gain from the sale of business in the consolidated statement of operations for the three months ended March 31, 2021. The gain was finalized at $41.8 million as Gain from the sale of business for the year ended December 31, 2021. The Company finalized the net working capital and paid an additional $1.3 million to Smith & Nephew as of December 31, 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 transition services agreement. The Company also recognized a payable due to Smith & Nephew of $8.5 million for invoicing and cash collection from customers on behalf of Smith & Nephew, pursuant to the transition services agreement, as of March 31, 2022, which is included in the consolidated balance sheets within accrued expenses and other current liabilities. In April 2022, the Company and Smith & Nephew completed a significant portion of the transition service agreement, including order-to-cash. ACell, Inc. Acquisition On January 20, 2021, the Company acquired ACell, Inc. (the "ACell Acquisition") for a total purchase price of $306.9 million plus contingent consideration of up to $100 million, which may be payable upon the Company 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. Prior to the acquisition, 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 final fair values of the assets acquired and liabilities assumed at the acquisition date:
Dollars in thousands | Final Valuation |  | Weighted Average Life |  |  |
Current assets: |  |  |  |  |  |
Cash | $ | 2,726 |  |  |  |  |  |
Trade accounts receivable, net | 16,469 |  |  |  |  |  |
Inventories, net | 18,299 |  |  |  |  |  |
Prepaid 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 | 94,147 |  |  |  |  |  |
Right of use asset - operating leases | 9,259 |  |  |  |  |  |
Deferred tax assets | 7,465 |  |  |  |  |  |
Other assets | 148 |  |  |  |  |  |
Total assets acquired | $ | 408,780 |  |  |  |  |  |
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 | 61,724 |  |  |  |  |  |
Contingent consideration | 23,900 |  |  |  |  |  |
Total liabilities assumed | $ | 101,842 |  |  |  |  |  |
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 reportable business 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 ACell Acquisition, the Company is required to make payments to the former shareholders of ACell up to $100 million based on the achievement by the Company 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 March 31, 2022 was $22.1 million. The Company recorded $17.2 million and $23.9 million in other liabilities at March 31, 2022 and March 31, 2021, respectively, and $4.9 million in as accrued expenses and other current liabilities at March 31, 2022 in the consolidated balance sheet of the Company. The Company determined 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 are 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.

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- Definition Mergers, Acquisitions and Dispositions + References No definition available. + Details
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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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