ASSETS AND LIABILITIES HELD FOR SALE

6 Months Ended

Jun. 30, 2022

Discontinued Operations and Disposal Groups [Abstract]

On May 20 2022, the Company and certain of its subsidiaries, entered into an agreement to sell its non-core traditional wound care ("TWC") business to Gentell, LLC 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. The transaction includes 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. This transaction is expected to close during the third quarter of 2022, subject to the satisfaction of customary conditions.

The Company considered the assets and liabilities associated with the TWC business to be accounted as held-for-sale as the six criteria under ASC 260 were met during the second quarter of 2022. Upon designation of the assets and liabilities as held for sale, the Company recorded the assets at the lower of their carrying value or their estimated fair value, less estimated costs to sell. Goodwill was allocated to the assets and liabilities held for sale using the relative fair value method of the TWC business to the Company's Tissue Technologies reporting unit. The fair value of the business less costs to sell exceeded the related carrying value.

The TWC business was treated as a single disposal group and presented separately in the condensed consolidated balance sheet as assets and liabilities held for sale as of June 30, 2022. These balances are presented as current assets and liabilities as they are expected to be sold within twelve months. The sale of the TWC business does not represent a strategic shift that will have a major effect on the Company's operations and financial statements.

The major classes of assets and liabilities classified as a held for sale consisted of the following as of June 30, 2022 (dollar amounts in thousands):


Other assets	$	53
Deferred tax assets	178
Prepaid expenses and other current assets	338
Right of use asset - operating leases	1,316
Property, plant, and equipment, net	3,752
Goodwill	5,083
Inventories, net	9,275
Intangible assets, net	10,530
Total assets held for sale	$	30,525
Accrued expenses and other current liabilities	$	102
Current portion of lease liability - operating leases	584
Lease liability - operating leases	742
Deferred tax liabilities	875
Total liabilities held for sale	$	2,303