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Acquisitions
9 Months Ended
Sep. 30, 2022
Business Combinations [Abstract]  
Acquisitions

8. Acquisitions

 

On April 18, 2022, we completed the acquisition of all the outstanding shares of a privately held sternal closure company. The acquisition was completed primarily to expand our product offerings in the CMFT market. The total aggregate cash consideration paid at closing was $100.0 million, with an additional $11.0 million of deferred payments to be made over the next two years.

 

The goodwill related to this acquisition represents the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill is related to the operational synergies we expect to achieve from combining the companies and the cash flows from future, undefined, development projects. The goodwill is included in the Americas operating segment and the Americas CMFT reporting unit. A portion of the goodwill is expected to be deductible for U.S. income tax purposes. This goodwill was the only significant activity for our consolidated goodwill balance in the nine-month period ended September 30, 2022 other than changes related to foreign currency exchange rate translation adjustments.

 

The purchase price allocation as of September 30, 2022 is preliminary. We need additional time to evaluate the tax attributes of the transaction, which may change the recognized assets and liabilities. There may be differences between the preliminary estimates of fair value and the final acquisition accounting. The final estimates of fair value are expected to be completed as soon as possible, but no later than one year after the acquisition date.

 

The following table summarizes the preliminary estimates of fair value of the assets acquired and liabilities assumed related to this acquisition (in millions):

 

Current assets

 

$

3.8

 

Intangible assets subject to amortization:

 

 

 

   Technology

 

 

42.8

 

   Customer relationships

 

 

12.3

 

Goodwill

 

 

50.8

 

Other assets

 

 

2.4

 

Total assets acquired

 

 

112.1

 

Current liabilities

 

 

1.1

 

Total liabilities assumed

 

 

1.1

 

Net assets acquired

 

$

111.0

 

 

The amortization periods selected for technology and customer relationships were 10 years and 4 years, respectively.

 

We have not included pro forma information and certain other information under GAAP for this acquisition because it did not have a material impact on our financial position or results of operations.