Acquisitions and Investments |
3 Months Ended |
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Apr. 04, 2025 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisitions and Investments | Acquisitions and Investments 2025 Acquisitions In the first quarter of 2025, the Company completed five bolt-on acquisitions for $30.0 million total purchase consideration, including deferred consideration and estimated contingent consideration. Three acquisitions are in the Prevention & Recovery segment and two are in the Reconstructive segment. For the acquisitions in P&R, the Company paid a total of $7.1 million, net of cash received, and estimated contingent consideration for future expected payments of $1.9 million to acquire two companies. Additionally, the Company paid $6.5 million in cash and recorded a $8.3 million deferred consideration liability for an asset acquisition. The acquisitions added complementary product offerings to the P&R segment. For the acquisitions in Recon, the Company paid a total of $5.3 million, net of cash received, and estimated contingent consideration for future expected payments of $0.9 million to acquire two companies, both of which are distribution partners for the Company’s surgical implant products in Europe. The business acquisitions are accounted for under the acquisition method of accounting, and accordingly, the Consolidated Financial Statements include the financial position and results of operations from the acquisition dates. The Company preliminarily recorded approximately $30.9 million in definite-lived intangible assets associated with the acquisitions. Purchase accounting procedures are ongoing and revisions may be recorded in future periods during the measurement period. 2024 Acquisitions On January 3, 2024, the Company acquired LimaCorporate S.p.A. (“Lima”), a privately held global orthopedic company, at an enterprise value of €800 million (the “Lima Acquisition”), consisting of (i) approximately €700 million in cash consideration, which includes the repayment at closing of certain indebtedness of Lima and (ii) 1,942,686 shares of common stock of Enovis, par value $0.001 per share (the “Contingent Acquisition Shares”), based upon a €100 million value divided by the 30-day volume weighted average price of Enovis common stock as of the close of business on September 21, 2023. The Contingent Acquisition Shares were issuable in two equal tranches within and twelve months of the acquisition date upon non-occurrence of certain future events, in each case subject to certain adjustments and conditions as provided for in the purchase agreement. The first tranche of Contingent Acquisition Shares was issued to the seller on July 16, 2024 and the second tranche was issued on January 15, 2025. The cash paid for acquisition was $757.7 million, net of acquired cash. Since the acquisition occurred at the beginning of 2024, the results of operations are fully included in both periods presented, and the purchase accounting was finalized as of December 31, 2024. See Note 5, “Acquisitions” in the Notes to Consolidated Financial Statements in the Company’s 2024 Form 10-K for further information regarding the Lima Acquisition. The Company also completed one asset acquisition in its Reconstructive segment in the second quarter of 2024 and one business acquisition in its Prevention & Recovery segment in the third quarter of 2024 for aggregate purchase consideration of $4.0 million. Investments As of April 4, 2025, the balance of investments held by the Company without readily determinable fair values was $20.4 million. The majority of these investments are carried at cost less impairments, if any, plus adjustments for fair value indicators from observable price changes in orderly transactions for the identical or similar investment of the same issuer. There have been no impairments or upward adjustments in the current year or since acquisition of these investments. One investment is accounted for under the equity method of accounting and is recorded at the initial investment amount, adjusted each period for the Company’s share of the income or loss.
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