Discontinued Operations

12 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

DISCONTINUED OPERATIONS

On December 31, 2021, the Company sold substantially all of the KaVo Treatment Unit and Instrument Business (the “Divestiture”) to planmeca Verwaltungs Gmbh, Germany (“Planmeca”), pursuant to the master sale and purchase agreement (the “Purchase Agreement”) among the Company, Planmeca, and Planmeca Oy, as guarantor. On December 30, 2021, the Company entered into an amendment to the Purchase Agreement (the "Amendment"), providing that the transfer of net assets in Russia, China and Brazil (the "Relevant Jurisdictions") would be deferred until the purchaser had formed entities for such transfer of assets in each such Relevant Jurisdiction and the applicable asset transfer agreement could be executed and consummated (each such asset transfer, a "Deferred Local Closing"). Except for the implementation of the Deferred Local Closings and related matters regarding the assets in the Relevant Jurisdictions, the provisions, terms and conditions of the Purchase Agreement were not materially amended by the Amendment. The Amendment did not alter the preliminary purchase price that Planmeca paid to the Company upon the closing of the Divestiture and the Company recognized the applicable gain or loss at the time of each Relevant Jurisdiction’s applicable closing. At December 31, 2021, the Company recorded a liability of $10.8 million for the proceeds related to the Relevant Jurisdictions. At December 31, 2022, all three Relevant Jurisdictions have closed and the related liability associated with the proceeds released. In accordance with the terms of the Purchase Agreement, the Company received total net cash consideration of $386.4 million.

The results of the Divestiture are presented as discontinued operations for all periods presented in the accompanying Consolidated Financial Statements, with the exception of the Consolidated Statements of Cash Flows which include the financial results of the KaVo Treatment Unit and Instrument Business for all periods presented.

The carrying amounts of the assets and liabilities of the Divestiture held for sale are as follows ($ in millions):

	December 31, 2021
ASSETS
Current assets:
Assets for Relevant Jurisdictions	$	12.2
Current assets held for sale	$	12.2
LIABILITIES AND EQUITY
Current liabilities:
Liabilities for Relevant Jurisdictions	$	4.0
Current liabilities held for sale	$	4.0

For the years ended December 31, 2021 and 2020, the amounts represent activity for the entire Divestiture, while amounts for the year ended December 31, 2022, represent activity for the remaining Relevant Jurisdictions prior to closing. The operating results of the Divestiture are reflected in the Consolidated Statements of Operations within income from discontinued operations, net of tax as follows ($ in millions):

	Year Ended December 31
	2022		2021		2020
Sales	$	11.7	$	413.5	$	352.9
Cost of sales	9.1		234.6		249.6
Gross profit	2.6		178.9		103.3
Operating expenses:
Selling, general and administrative	3.2		75.6		99.3
Research and development	—		16.1		14.1
Operating (loss) profit	(0.6)		87.2		(10.1)
Income tax expense	—		21.9		(0.9)
(Loss) income from discontinued operations	(0.6)		65.3		(9.2)
Gain on sale of discontinued operations, net of tax	5.7		11.7		—
Net income (loss) from discontinued operations	$	5.1	$	77.0	$	(9.2)

Significant non-cash operating items and capital expenditures for the Divestiture are reflected in the cash flows from operations as follows ($ in millions):

	Year Ended December 31
	2022		2021		2020
Cash flows from operating activities
Non-cash restructuring charges	$	—	$	—	$	9.6
Impairment charges	$	—	$	—	$	10.5
Depreciation and amortization1	$	—	$	5.8	$	10.9
Cash flows from investing activities:
Capital expenditures	$	—	$	6.7	$	3.8
1 Depreciation and amortization were no longer recognized once the business was classified as discontinued operations as of August 27, 2021.