Disposition

3 Months Ended

Jun. 27, 2020

Discontinued Operations and Disposal Groups [Abstract]

Dispositions

Disposition

Sale of Medical Aesthetics

On November 20, 2019, the Company entered into a definitive agreement to sell its Medical Aesthetics business to Clayton Dubilier & Rice ("CD&R") for a sales price of $205.0 million in cash, less certain adjustments. The sale was completed on December 30, 2019, and the Company received cash proceeds of $153.4 million. The sale price remains subject to adjustment pursuant to the terms of the definitive agreement. The Company agreed to provide certain transition services for three to fifteen months, depending on the nature of the service. The Company also agreed to indemnify CD&R for certain legal and tax matters that existed as of the date of disposition. In connection with its accounting for the sale, the Company recorded indemnification liabilities of $10.9 million within accrued expenses associated with its obligations under the sale agreement.

As a result of this transaction, the Medical Aesthetics asset group was designated as assets held-for-sale in the first quarter of fiscal 2020. Pursuant to ASC 360, asset groups under this designation are required to be recorded at fair value less costs to sell. The Company determined that this disposal did not qualify as a discontinued operation as the sale of the Medical Aesthetics business was deemed to not be a strategic shift having or will have a major effect on the Company's operations and financial results. Based on the terms in the agreement of the sales price and formula for net working capital and related adjustments, its estimate of the fair value for transition services and the amount that must be carved out of the sale proceeds, and liabilities the Company will retain or for which it has agreed to indemnify CD&R, the Company recorded an impairment charge of $30.2 million in the first quarter of fiscal 2020. The impairment charge was allocated to Medical Aesthetics long-lived assets, of which $25.8 million was allocated to cost of product revenues and $4.4 million to operating expenses. The Company is currently in the process of evaluating adjustments to the final sales price.

The assets and liabilities of the disposed business at the date of disposition were as follows:

Assets:
Cash	$	10.7
Accounts Receivable	59.6
Inventory	90.6
Prepaid expenses and other current assets	7.7
Property, plant, and equipment	4.0
Intangible assets	28.2
Other assets	9.8
Total assets disposed of	$	210.6
Liabilities:
Accounts payable	$	12.3
Accrued expenses	49.0
Deferred revenue	16.6
Total liabilities disposed of	$	77.9

Loss from operations of the disposed business presented below represents the operating loss of the business as it was operated prior to the date of disposition. The operating expenses include only those that were incurred directly by and were retained by the disposed business. As noted above, the Company is performing a number of transition services and the financial impact from these services are not included in the amounts presented below. In addition, the Company will continue to incur expenses related to this business under the indemnification provisions primarily related to legal and tax matters that existed as of the date of disposition, which it will continue to report in the Medical Aesthetic reportable segment. In the second quarter of fiscal 2020, the Company recorded accelerated stock compensation in connection with the disposition, legal expenses for retained cases and other adjustments totaling $2.4 million, which is not included below. In the third quarter of fiscal 2020, the Company recorded $1.0 million primarily related to legal expenses and settlements. Loss from operations of the disposed business for the three and nine month periods ended June 27, 2020 and June 29, 2019 was as follows:

	Three Months Ended				Nine Months Ended
	June 27, 2020		June 29, 2019		June 27, 2020		June 29, 2019
Loss from operations	$	—	$	(14.3)	$	(46.5)	$	(503.0)