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ACQUISITIONS AND DIVESTITURES | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Durepair® Acquisition On October 2, 2024, the Company completed the acquisition of the product rights for the Durepair® Regeneration Matrix (“Durepair”), a non-synthetic dura substitute for repair of the dura mater during neurosurgical procedures, from Medtronic plc for total cash consideration of $45.0 million. The Company made a cash payment of $10.0 million upon the closing of the acquisition and will make additional cash payments of $15.0 million upon the first anniversary of the acquisition and $20.0 million upon the second anniversary of the acquisition. The additional cash payments to be paid in October 2025 and October 2026 were included at their present values in accrued expenses and other current liabilities and other liabilities, respectively, as of December 31, 2024. The acquisition of the product rights for Durepair, which consist of certain patents and trademarks, regulatory approvals, and other records, has been accounted for as an asset acquisition in accordance with ASC 805 as the acquisition does not include an assembled workforce and substantially all of the fair value of the assets acquired is concentrated in a single identifiable intangible asset. Acclarent, Inc. Acquisition On April 1, 2024, the Company completed the acquisition of all of the outstanding capital stock of Acclarent, Inc. (“Acclarent”), a developer and marketer of medical devices used in ENT procedures, from Ethicon, Inc., a subsidiary of Johnson & Johnson, for approximately $282.0 million in cash, subject to customary adjustments set forth in the purchase agreement related to working capital balances transferred to the Company. In September 2024, the Company finalized the working capital adjustment in the amount of $4.2 million, which resulted in a reduction to goodwill. This adjustment has been settled during the three months ending December 31, 2024. During the quarter ended December 31, 2024, the Company also recognized a measurement period adjustment to recognize deferred tax liabilities of $1.1 million with a corresponding increase to goodwill as a result of a change to the estimated deferred tax rate applied and the book-to-tax difference associated with fixed assets acquired. The addition of Acclarent’s ENT product portfolio, including sinus balloon dilation, eustachian tube balloon dilation, and surgical navigation systems technologies, and dedicated salesforce will enhance the Company’s position in the ENT specialty device market. Acclarent’s results of operations have been reported in the Company’s Codman Specialty Surgical reportable segment from the date of acquisition. The Company recorded revenue from Acclarent of approximately $95.0 million, in the consolidated statements of operations and comprehensive income for the year ended December 31, 2024. The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company’s operations. Assets Acquired and Liabilities Assumed at Fair Value The Acclarent acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805. 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 fair values of the assets acquired and liabilities assumed at the acquisition date:
Dollars in thousands | Estimated Fair Value |  | Estimated Useful Life |  |  |
Current assets: |  |  |  |  |  |
Cash | $ | — |  |  |  |  |  |
Trade accounts receivable, net of allowances of $3,885 | 23,716 |  |  |  |  |  |
Inventories, net | 20,294 |  |  |  |  |  |
Prepaid expenses | 273 |  |  |  |  |  |
Other current assets | 476 |  |  |  |  |  |
Total current assets | $ | 44,759 |  |  |  |  |  |
Property, plant and equipment, net | 7,716 |  |  |  |  |  |
Right of use asset - operating leases | 989 |  |  |  |  |  |
Intangible assets, net |  |  |  |  |  |
Completed technology | 202,000 |  |  | 12 years |  |  |
Trademarks/brand names | 3,000 |  |  | 5 years |  |  |
All other | 17,000 |  |  | 4 years |  |  |
Goodwill | 62,482 |  |  |  |  |  |
Deferred tax assets | 6,895 |  |  |  |  |  |
Total assets acquired | $ | 344,841 |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |
Accounts payable, trade | $ | 3,989 |  |  |  |  |  |
Contract liabilities | 3,984 |  |  |  |  |  |
Accrued compensation | 1,037 |  |  |  |  |  |
Accrued expenses and other current liabilities | 2,278 |  |  |  |  |  |
Current portion of lease liability - operating leases | 365 |  |  |  |  |  |
Total current liabilities | $ | 11,653 |  |  |  |  |  |
Lease liability - operating leases | 624 |  |  |  |  |  |
Deferred tax liabilities | 54,753 |  |  |  |  |  |
Total liabilities assumed | $ | 67,030 |  |  |  |  |  |
Net assets acquired | $ | 277,811 |  |  |  |  |  |
The carrying value of trade accounts receivable, prepaid expenses, other current assets, accounts payable, contract liabilities, accrued compensation, accrued expenses and other current liabilities, as well as certain other current and non-current assets and liabilities, generally represented the fair value at the date of acquisition. Intangible Assets The estimated fair value of the intangible assets 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 attributable to the intangible assets. The significant assumptions used in developing the valuation included the estimated annual net cash flows including application of revenue growth rates, cost of sales, the discount rate that appropriately reflects the risk inherent in each future cash flow stream, obsolescence rate, and an assessment of the asset’s life cycle, as well as other factors. The assumptions used in the financial forecasts were based on historical data, supplemented by current and anticipated growth rates, management plans, and market-comparable information. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. The intangible assets acquired have a weighted average useful life of 11 years. The Company used a discount rate of 12.2% 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 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 has been allocated to the Codman Specialty Surgical segment, as shown in Note 7. Goodwill and Other Intangibles. Goodwill recognized as a result of this acquisition is non-deductible for income tax purposes. 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) The Company’s unaudited pro forma revenues for the years ended December 31, 2024 and 2023, giving effect as if Acclarent had been acquired as of January 1, 2023, were $1,638.1 million and $1,658.0 million, respectively. The calculation of unaudited pro forma net income for the years ended December 31, 2024 and 2023 is not practicable because of complexities associated with its hypothetical calculation due to the allocation of certain costs to Acclarent from Johnson & Johnson. The unaudited pro forma revenue is presented for illustrative purposes only and does not indicate the actual financial results of the Company if the acquisition of Acclarent in the current year had been completed on January 1, 2023, nor is it indicative of the results of operations in future periods. Surgical Innovation Associates, Inc. Acquisition On December 6, 2022, the Company completed its acquisition of Surgical Innovation Associates, Inc. (“SIA”) for an acquisition purchase price of $51.5 million (the “SIA Acquisition”) plus contingent consideration of up to $90.0 million. In addition to the purchase price, the acquisition includes two separate contingent consideration payments, which are dependent on (1) achieving certain revenue-based performance milestones in 2023, 2024, and 2025 (up to $50.0 million in additional payments), as well as (2) the approval by the United States Food and Drug Administration (the “FDA”) of the Premarket Approval (“PMA”) application for DuraSorb for certain uses by certain timing targets (up to $40.0 million in additional payments). SIA’s core technology, DuraSorb, is a fully resorbable scaffold of a globally accepted polymer, which is cleared for use in hernia repair, abdominal wall, and other soft tissue reinforcement. DuraSorb sales are reported within Integra’s Tissue Technologies segment. Assets Acquired and Liabilities Assumed at Fair Value The SIA Acquisition has been accounted for using the acquisition method of accounting. This method requires that assets acquired, and liabilities assumed in a business combination to be recognized at their fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date:
Dollars in thousands | Final Valuation |  | Weighted Average Life |  |  |
Current assets: |  |  |  |  |  |
Cash | $ | 4,438 |  |  |  |  |  |
Trade accounts receivable, net | 1,551 |  |  |  |  |  |
Inventories, net | 2,900 |  |  |  |  |  |
Prepaid expenses and other current assets | 1,654 |  |  |  |  |  |
Total current assets | $ | 10,543 |  |  |  |  |  |
Intangible assets, net | 75,000 |  |  | 14 years |  |  |
Goodwill | 41,380 |  |  |  |  |  |
Total assets acquired | $ | 126,923 |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |
Accounts payable and accrued expenses | $ | 2,044 |  |  |  |  |  |
Total current liabilities | $ | 2,044 |  |  |  |  |  |
Deferred tax liabilities | 11,325 |  |  |  |  |  |
Contingent consideration | 57,607 |  |  |  |  |  |
Total liabilities assumed | 70,976 |  |  |  |  |  |
Net assets acquired | $ | 55,947 |  |  |  |  |  |
Developed Technology The estimated fair value of the developed technology 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, working capital, and contributory asset charges, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of the asset’s life cycle, and competitive trends impacting the asset and the cash flow stream. The Company used a discount rate of 18.0% 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 SIA Acquisition to the Tissue Technologies segment. Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. A key factor that contributes to the recognition of goodwill, and a driver for the Company’s acquisition of SIA, is the attractive growth opportunities presented by the surgical matrix business in the breast reconstruction market. Goodwill recognized as a result of this acquisition is non-deductible for income tax purposes. Contingent Consideration The Company determines the acquisition date fair value of contingent consideration obligations based on a probability-weighted income approach derived from revenue estimates and a probability assessment with respect to the likelihood of achieving contingent obligations. 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 using the fair value hierarchy described in ASC 820. The resulting most likely payouts are discounted using an appropriate effective annual interest rate. At each reporting date, the contingent consideration obligation will be revalued to estimated fair value and changes in fair value will be reflected as income or expense in the 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. Changes in assumptions utilized in the contingent consideration fair value estimates could result in an increase in the contingent consideration obligation and a corresponding charge to operating results. As part of the acquisition, the Company is required to pay to the shareholders of SIA up to $90.0 million, dependent upon (1) achieving certain revenue-based performance milestones in 2023, 2024, and 2025 (up to $50.0 million in additional payments), as well as (2) the approval by the FDA of the PMA for DuraSorb for certain uses by certain timing targets (up to $40.0 million in additional payments). In the second quarter of 2024, the Company paid out $12.4 million related to the 2023 performance year. The 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 for the revenue-based milestone. The Company used probabilities of achieving the conditions to calculate the fair value of the contingent consideration for the PMA approval milestone. See Note 15. Commitments and Contingencies to the Notes to Consolidated Financial Statements for further details. 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. Sale of non-core traditional wound care business On August 31, 2022, the Company completed its sale of its non-core traditional wound care (“TWC”) business to Gentell, LLC (“Gentell”) for $28.8 million, which consists of $27.8 million in cash plus $1.0 million in contingent consideration which may be received upon achieving certain revenue-based performance milestones two years after the closing date. The proceeds from the sale of the TWC business of $27.8 million is presented in the consolidated statement of cash flows net of cash transferred of $3.5 million and other transaction fees. The transaction included the sale of the Company’s TWC products, such as sponges, gauze and conforming bandages, and certain advanced wound care dressings, such as supportive, calcium alginate, hydrogel, and foam dressings. The divestiture did not represent a strategic shift that had 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 TWC business to the Company’s Tissue Technologies reportable business segment. In connection with the sale, the Company recognized $0.6 million as a gain from the sale of the business in the consolidated statement of operations for the year ended December 31, 2022. The transaction is subject to final working capital adjustments, which are pending finalization between the parties. In addition to the purchase and sale agreement, the Company also entered into a contract manufacturing agreement with Gentell. Under the terms of the agreement, Gentell received inventory, equipment, and tooling to manufacture certain MediHoney® and TCC-EZ® products on behalf of the Company.

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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 -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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