As discussed in Note 1, on December 15, 2023, we entered into a definitive agreement to sell our spine segment. As such, 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 $377.0 million (inclusive of $2.0 million in closing adjustments), and received proceeds of $311.6 million, excluding the promissory note and transaction costs, but including cash disposed of $26.1 million. We recognized a gain on the sale of $11.1 million, which was included in (Loss) income 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") was deferred until the Buyer met various legal and regulatory requirements in those jurisdictions. Until such transfer, we continued to control and operate these Deferred Transfer Locations and therefore we continued to consolidate the assets and liabilities and results of operations within discontinued operations in the condensed consolidated balance sheets and statements of operations. Results of discontinued operations and assets and liabilities of discontinued operations included after the closing date generally represented those Deferred Transfer Locations. Net profit or loss of the Deferred Transfer Locations remaining to be transferred to the Buyer was included in Other expense, net within discontinued operations. As of April 1, 2025, all of the Deferred Transfer Locations had been transferred to the Buyer.

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 included, among others, accounting, information technology, human resources, quality assurance, regulatory affairs and customer support. Income recognized related to this TSA is recorded in Other income, net in our condensed consolidated statements of operations.

Details of loss or income from discontinued operations included in our condensed consolidated statements of operations are as follows (in thousands):


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
Net sales	$	—		$	14,575			7,409			108,399
Cost of products sold, excluding intangible asset amortization		—			(6,053	)		(2,839	)		(34,494	)
Research and development		—			(437	)		(233	)		(7,012	)
Selling, general and administrative		(249	)		(8,097	)		(4,525	)		(62,219	)
Restructuring and other cost reduction initiatives		—			(43	)		—			(1,894	)
Acquisition, integration, divestiture and related		—			(5,397	)		—			(11,770	)
Other income (expense), net		128			(301	)		1,139			(644	)
Interest (expense) income, net(1)		—			(988	)		15			(6,282	)
Net (loss) income from discontinued operations of before income taxes		(121	)		(6,741	)		966			(15,916	)
Adjustment of spine disposal group to fair value (2)		—			—			—			11,143
Gain on sale of spine disposal group		—			11,284			—			11,284
Benefit for income taxes from discontinued operations		22			996			89			2,828
(Loss) income from discontinued operations, net of tax	$	(99	)	$	5,539		$	1,055		$	9,339

(1)

A portion of the interest on our Term Loan (as defined and described in Note 9) prior to the sale of our spine segment was 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 9).

(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
	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	—	$	1,598
Accounts receivable, less allowance for credit losses		—		7,681
Inventories		—		9,416
Prepaid expenses and other current assets		—		92
Total Current Assets of Discontinued Operations		—		18,787
Property, plant and equipment, net		—		6,833
Other assets		—		695
Total Noncurrent Assets of Discontinued Operations		—		7,528
Accounts payable		—		4,879
Income taxes payable		—		30
Other current liabilities (1)		—		29,909
Total Current Liabilities of Discontinued Operations		—		34,818
Lease liability		—		22
Other long-term liabilities		—		100
Total Noncurrent Liabilities of Discontinued Operations		—		122

(1) Includes our non-cash liability of $0 million and $27.9 million as of June 30, 2025 and December 31, 2024, respectively, to transfer the net assets of the Deferred Transfer Locations to the Buyer. As of April 1, 2025, all of the Deferred Transfer Locations had been transferred to the Buyer.