XML 27 R12.htm IDEA: XBRL DOCUMENT
v3.25.0.1

Discontinued Operations | 12 Months Ended
--- | ---
Dec. 31, 2024
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | 3. Discontinued Operations As discussed in Note 1, on December 15, 2023, we entered into a definitive agreement to sell our spine segment. As such, the historical financial condition and results of operations of our spine segment have been reflected as discontinued operations in our consolidated financial statements. The assets and liabilities associated with this segment are classified as assets and liabilities of discontinued operations in the consolidated balance sheets. On April 1, 2024, we completed the sale of our spine segment for a total purchase price of $377.0 million (inclusive of $2.0 million in closing adjustments), and received proceeds of $311.6 million, excluding the promissory note and transaction costs, but including cash disposed of $26.1 million. We recognized a gain on the sale of $11.1 million, which is included in Income (loss) from discontinued operations and primarily related to transaction costs incurred related to the sale. In accordance with the terms of the agreement, the closing adjustments were finalized with the Buyer in October 2024, resulting in an immaterial adjustment to the purchase price. The transfer of spine business activities in certain jurisdictions ("Deferred Transfer Locations") is deferred until the Buyer has met various legal and regulatory requirements in those jurisdictions. Until such transfer, we continue to control and operate these Deferred Transfer Locations and therefore we continue to consolidate the assets and liabilities and results of operations within discontinued operations in the consolidated balance sheets and statements of operations. Results of discontinued operations and assets and liabilities of discontinued operations included after the closing date represent those Deferred Transfer Locations. Net profit or loss of the Deferred Transfer Locations to be transferred to the Buyer is included in Other expense, net within discontinued operations. As of December 31, 2024, eight of twelve Deferred Transfer Locations had been transferred to the Buyer. We currently expect the remaining four Deferred Transfer Locations to be transferred within one year of the closing date of the sale. In conjunction with the sale of our spine segment, we entered into a Transition Services Agreement ("TSA") to provide certain support services for up to 12 months from the closing date of the sale. These services include, among others, accounting, information technology, human resources, quality assurance, regulatory affairs and customer support. Income recognized related to the TSA is recorded as Other income (expense), net in our consolidated statements of operations. Details of Income (loss) from discontinued operations included in our consolidated statements of operations are as follows (in thousands):
|  | For the Years Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Net Sales |  |  |  |  |  |  |  |  |
Third party, net |  | $ | 132,785 |  |  | $ | 409,181 |  |  | $ | 449,806 |
Related party, net |  |  | — |  |  |  | 103 |  |  |  | 764 |
Total Net Sales |  |  | 132,785 |  |  |  | 409,284 |  |  |  | 450,570 |
Cost of products sold, excluding intangible asset amortization |  |  | (47,947 | ) |  |  | (113,867 | ) |  |  | (130,719 | )
Related party cost of products sold, excluding intangible asset amortization |  |  | — |  |  |  | (97 | ) |  |  | (721 | )
Intangible asset amortization |  |  | — |  |  |  | (52,840 | ) |  |  | (53,885 | )
Research and development |  |  | (7,562 | ) |  |  | (26,559 | ) |  |  | (31,544 | )
Selling, general and administrative |  |  | (75,403 | ) |  |  | (247,926 | ) |  |  | (270,812 | )
Restructuring and other cost reduction initiatives |  |  | (1,660 | ) |  |  | (13,068 | ) |  |  | (8,795 | )
Acquisition, integration, divestiture and related |  |  | (11,770 | ) |  |  | (175 | ) |  |  | (2,850 | )
Other (expense) income, net |  |  | (384 | ) |  |  | (457 | ) |  |  | 746 |
Interest expense, net(1) |  |  | (6,259 | ) |  |  | (16,422 | ) |  |  | (7,409 | )
Loss from discontinued operations before income taxes |  |  | (18,200 | ) |  |  | (62,127 | ) |  |  | (55,419 | )
Adjustment of spine disposal group to fair value(2) |  |  | 11,143 |  |  |  | (289,456 | ) |  |  | — |
Gain on sale of spine disposal group |  |  | 11,079 |  |  |  | — |  |  |  | — |
Benefit for income taxes from discontinued operations |  |  | 3,983 |  |  |  | 14,350 |  |  |  | 38,442 |
Income (Loss) from discontinued operations, net of tax |  | $ | 8,005 |  |  | $ | (337,233 | ) |  | $ | (16,977 | )
(1) A portion of the interest on our Term Loan (as defined and described in Note 9) was allocated to discontinued operations consistent with the amount of proceeds used to repay a portion of the amounts outstanding under our Term Loan in accordance with our Credit Agreement (as defined and described in Note 9). (2) We performed an impairment analysis of the spine segment in December 2023 on a held-for-sale basis. The fair value of consideration to be received upon closure of the transaction was less than the carrying value of the spine segment's net assets, resulting in a write-down of $289.5 million. We updated our analysis as of March 31, 2024, immediately prior to the sale, which resulted in a reduction of the December 2023 write-down of $11.1 million. Details of assets and liabilities of discontinued operations are as follows (in thousands):
|  | As of December 31, |
|  | 2024 |  |  | 2023 |
Cash and cash equivalents |  | $ | 1,598 |  |  | $ | 16,257 |
Accounts receivable, less allowance for credit losses |  |  | 7,681 |  |  |  | 83,871 |
Inventories |  |  | 9,416 |  |  |  | 130,430 |
Prepaid expenses and other current assets |  |  | 92 |  |  |  | 12,215 |
Total Current Assets of Discontinued Operations |  |  | 18,787 |  |  |  | 242,773 |
Property, plant and equipment, net |  |  | 6,833 |  |  |  | 62,692 |
Intangible assets, net |  |  | — |  |  |  | 477,110 |
Other assets |  |  | 695 |  |  |  | 14,743 |
Total Noncurrent Assets of Discontinued Operations |  |  | 7,528 |  |  |  | 554,545 |
Accounts payable |  | $ | 4,879 |  |  | $ | 24,186 |
Income taxes payable |  |  | 30 |  |  |  | 410 |
Other current liabilities (1) |  |  | 29,909 |  |  |  | 51,262 |
Total Current Liabilities of Discontinued Operations |  |  | 34,818 |  |  |  | 75,858 |
Deferred income taxes |  |  | — |  |  |  | 86,037 |
Lease liability |  |  | 22 |  |  |  | 8,032 |
Other long-term liabilities |  |  | 100 |  |  |  | 972 |
Total Noncurrent Liabilities of Discontinued Operations |  | $ | 122 |  |  | $ | 95,041 |
Adjustment of spine disposal group to fair value (2) |  |  | — |  |  |  | (289,456 | )
(1) Includes our non-cash liability of $27.9 million as of December 31, 2024 to transfer the net assets of the remaining Deferred Transfer Locations to the Buyer. (2) This adjustment is reflected in Noncurrent assets of discontinued operations in the consolidated balance sheets. Cash flows attributable to discontinued operations are included on our consolidated statements of cash flows. Significant non-cash operating and investing activities attributable to discontinued operations consisted of the following (in thousands):
|  | For the Years Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Depreciation and amortization |  | $ | 25 |  |  | $ | 87,179 |  |  | $ | 85,591 |
Share-based compensation |  |  | 712 |  |  |  | 3,545 |  |  |  | 4,467 |
Other non-cash items |  |  | 1,960 |  |  |  | — |  |  |  | — |
(Gain) loss on sale of spine disposal group |  |  | (22,222 | ) |  |  | 289,456 |  |  |  | — |
Additions to instruments |  |  | 1,330 |  |  |  | 5,978 |  |  |  | 10,089 |
Additions to other property, plant & equipment |  |  | 88 |  |  |  | 899 |  |  |  | 1,984 |

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

X
- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: 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 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
Name: | us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration