Discontinued Operations | 2. Discontinued Operations As discussed in Note 1, on December 15, 2023, we entered into a definitive agreement to sell our spine segment. The historical financial condition and results of operations of our spine segment have been reflected as discontinued operations in our condensed consolidated financial statements. The assets and liabilities associated with this segment are classified as assets and liabilities of discontinued operations in the condensed consolidated balance sheets. On April 1, 2024, we completed the sale of our spine segment for a total purchase price of $ 377.2 million (inclusive of $ 2.2 million in preliminary closing adjustments), subject to certain customary adjustments as set forth in the agreement, and received proceeds of $ 311.8 million, excluding the promissory note and transaction costs, but including cash disposed of $ 26.1 million. We recognized a gain on the sale of $ 11.3 million, which is included in Earnings (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 condensed consolidated balance sheets and statements of operations. Details of the assets and liabilities and results of operations not transferred to the Buyer as of September 30, 2024 are included below. Net profit or loss of the Deferred Transfer Locations are transferred to the Buyer on a monthly basis. The net profit or loss to be transferred to the Buyer is included in Other expense, net within discontinued operations. We currently expect the Deferred Transfer Locations to be transferred within one year of the closing date of the sale. During the three and nine months ended September 30, 2024, one Deferred Transfer Location with an immaterial net asset balance was transferred to the Buyer, and two additional Deferred Transfer Locations with immaterial net asset balances were transferred to the Buyer in October 2024. 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 in our condensed consolidated statements of operations. Details of earnings (loss) from discontinued operations included in our condensed consolidated statements of operations are as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 Net Sales Third party, net $ 13,244 $ 97,561 $ 121,642 $ 308,725 Related party, net — — — 103 Total Net Sales 13,244 97,561 121,642 308,828 Cost of products sold, excluding intangible asset amortization ( 5,866 ) ( 28,341 ) ( 40,360 ) ( 86,220 ) Related party cost of products sold, excluding intangible asset amortization — — — ( 97 ) Intangible asset amortization — ( 13,837 ) — ( 41,409 ) Research and development ( 295 ) ( 5,780 ) ( 7,306 ) ( 20,697 ) Selling, general and administrative ( 7,009 ) ( 60,849 ) ( 69,227 ) ( 187,748 ) Restructuring and other cost reduction initiatives 228 ( 1,041 ) ( 1,666 ) ( 11,922 ) Acquisition, integration, divestiture and related — ( 9 ) ( 11,770 ) ( 377 ) Other (expense) income, net ( 123 ) 925 ( 768 ) 817 Interest income (expense), net (1) 37 ( 4,224 ) ( 6,245 ) ( 11,922 ) Earnings (loss) from discontinued operations before income taxes 216 ( 15,595 ) ( 15,700 ) ( 50,746 ) Adjustment of spine disposal group to fair value (2) — — 11,143 — Gain on sale of spine disposal group — — 11,284 — Benefit for income taxes from discontinued operations 548 20,688 3,376 24,801 Earnings (loss) from discontinued operations, net of tax $ 764 $ 5,093 $ 10,103 $ ( 25,945 ) (1) A portion of the interest on our Term Loan (as defined and described in Note 8) has been 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 8). (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 September 30, 2024 December 31, 2023 Cash and cash equivalents $ 1,288 $ 16,257 Accounts receivable, less allowance for credit losses 13,554 83,871 Inventories 13,123 130,430 Prepaid expenses and other current assets 71 12,215 Total Current Assets of Discontinued Operations 28,036 242,773 Property, plant and equipment, net 11,153 62,692 Intangible assets, net — 477,110 Other assets 1,146 14,743 Total Noncurrent Assets of Discontinued Operations 12,299 554,545 Accounts payable 1,416 24,186 Income taxes payable 49 410 Other current liabilities (1) 46,967 51,262 Total Current Liabilities of Discontinued Operations 48,432 75,858 Deferred income taxes — 86,037 Lease liability 258 8,032 Other long-term liabilities 111 972 Total Noncurrent Liabilities of Discontinued Operations 369 95,041 Adjustment of spine disposal group to fair value (2) — ( 289,456 ) (1) Includes our non-cash liability of $ 40.5 million as of September 30, 2024 to transfer the net assets of the Deferred Transfer Locations to the Buyer. (2) This adjustment is reflected in Noncurrent assets of discontinued operations in the condensed consolidated balance sheets. Cash flows attributable to discontinued operations are included on our condensed consolidated statements of cash flows. Significant non-cash operating and investing activities attributable to discontinued operations consisted of the following (in thousands): For the Nine Months Ended September 30, 2024 2023 Depreciation and amortization $ 27 $ 68,738 Share-based compensation 712 1,969 Gain on sale of spine disposal group ( 22,427 ) — Additions to instruments 1,316 4,341 Additions to other property, plant and equipment 88 447 |