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Business Acquisitions and Divestiture | 9 Months Ended
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Sep. 30, 2017
Business Combinations [Abstract] |
BUSINESS ACQUISITIONS AND DIVESTITURE | BUSINESS ACQUISITIONS AND DIVESTITURE Brains On-Line On August 4, 2017, the Company acquired Brains On-Line, a leading contract research organization (CRO) providing critical data that advances novel therapeutics for the treatment of central nervous system (CNS) diseases. Brains On-Line strategically expands the Company’s existing CNS capabilities and establishes the Company as a single-source provider for a broad portfolio of discovery CNS services. The purchase price for Brains On-Line was $21.3 million in cash, subject to certain post-closing adjustments that may change the purchase price, and was funded by the Company’s various borrowings. In addition to the initial purchase price, the transaction includes aggregate, undiscounted contingent payments of up to €6.7 million (approximately $7.9 million based on current exchange rates), based on future performance. The Brains On-Line business is reported as part of the Company’s DSA reportable segment. The contingent payments become payable based on the achievement of certain revenue and earnings targets. If achieved, the payments become due in the first quarter of fiscal year 2019. The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes. The purchase price allocation of $20.6 million, net of $0.7 million of cash acquired, was as follows:
| August 4, 2017
| (in thousands)
Trade receivables (contractual amount of $1,146) | $ | 1,146 |
Other current assets (excluding cash) | 670 |
Property, plant and equipment | 664 |
Other long-term assets | 13 |
Definite-lived intangible assets | 9,300 |
Goodwill | 12,324 |
Current liabilities | (863 | )
Deferred revenue | (405 | )
Long-term liabilities | (2,203 | )
Total purchase price allocation | $ | 20,646 |
The purchase price allocation is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The breakout of definite-lived intangible assets acquired was as follows:
| Definite-Lived Intangible Assets |  | Weighted Average Amortization Life
| (in thousands) |  | (in years)
Client relationships | $ | 7,000 |  |  | 13
Other intangible assets | 2,300 |  |  | 10
Total definite-lived intangible assets | $ | 9,300 |  |  | 12
The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s DSA businesses from customers and technology introduced through Brains On-Line and the assembled workforce of the acquired business. The goodwill attributable to Brains On-Line is not deductible for tax purposes. The Company incurred transaction and integration costs in connection with the acquisition of $1.2 million and $2.1 million for the three and nine months ended September 30, 2017, respectively, which were included in selling, general and administrative expenses, within the unaudited condensed consolidated statements of income. Pro forma financial information as well as actual revenue and operating income have not been included because Brains On-Line’s financial results are not significant when compared to the Company’s consolidated financial results. Agilux On September 28, 2016, the Company acquired Agilux Laboratories, Inc. (Agilux), a CRO that provides a suite of integrated discovery bioanalytical services for small and large molecules, drug metabolism and pharmacokinetic services, and pharmacology services. The acquisition supports the Company’s strategy to offer clients a broader, integrated portfolio that provides services continuously from the earliest stages of drug research through the non-clinical development process. The purchase price for Agilux was $64.9 million in cash and was funded by borrowings on the Company’s revolving credit facility. The business is reported as part of the Company’s DSA reportable segment. The purchase price allocation of $62.0 million, net of $2.9 million of cash acquired, was as follows:
| September 28, 2016
| (in thousands)
Trade receivables (contractual amount of $4,799) | $ | 4,799 |
Other current assets (excluding cash) | 794 |
Property, plant and equipment | 3,907 |
Other long-term assets | 11 |
Definite-lived intangible assets | 21,900 |
Goodwill | 44,517 |
Current liabilities | (3,812 | )
Long-term liabilities | (10,091 | )
Total purchase price allocation | $ | 62,025 |
From the date of the acquisition through September 30, 2017, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis. No further adjustments will be made to the purchase price allocation. The breakout of definite-lived intangible assets acquired was as follows:
| Definite-Lived Intangible Assets |  | Weighted Average Amortization Life
| (in thousands) |  | (in years)
Client relationships | $ | 16,700 |  |  | 17
Other intangible assets | 5,200 |  |  | 4
Total definite-lived intangible assets | $ | 21,900 |  |  | 14
The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s DSA businesses from customers and technology introduced through Agilux and the assembled workforce of the acquired business. The goodwill attributable to Agilux is not deductible for tax purposes. The Company incurred zero and $0.3 million in transaction and integration costs in connection with the acquisition during the three and nine months ended September 30, 2017, respectively, which were included in selling, general and administrative expenses, within the unaudited condensed consolidated statements of income. The Company incurred $1.1 million in transaction and integration costs in connection with the acquisition during the three and nine months ended September 24, 2016, respectively, which were included in selling, general and administrative expenses, within the unaudited condensed consolidated statements of income. Blue Stream On June 27, 2016, the Company acquired Blue Stream Laboratories, Inc. (Blue Stream), an analytical CRO supporting the development of complex biologics and biosimilars. Combining Blue Stream with the Company’s existing discovery, safety assessment, and biologics capabilities created a leading CRO that has the ability to support biologic and biosimilar development from characterization through clinical testing and commercialization. The purchase price for Blue Stream was $11.7 million, including $3.0 million in contingent consideration, and was subject to certain customary adjustments. The acquisition was funded by borrowings on the Company’s revolving credit facility. The business is reported in the Company’s Manufacturing reportable segment. The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes. The contingent consideration is a one-time payment payable based on the achievement of a revenue target. The target was achieved and the Company paid the contingent consideration in the third quarter of fiscal year 2017. The purchase price allocation of $11.7 million, net of a non-significant amount of cash acquired, was as follows:
| June 27, 2016
| (in thousands)
Trade receivables (contractual amount of $1,104) | $ | 1,104 |
Other current assets (excluding cash) | 15 |
Property, plant and equipment | 912 |
Other long-term assets | 187 |
Definite-lived intangible assets | 1,230 |
Goodwill | 10,334 |
Current liabilities | (1,132 | )
Long-term liabilities | (901 | )
Total purchase price allocation | $ | 11,749 |
The breakout of definite-lived intangible assets acquired was as follows:
| Definite-Lived Intangible Assets |  | Weighted Average Amortization Life
| (in thousands) |  | (in years)
Client relationships | $ | 650 |  |  | 10
Other intangible assets | 580 |  |  | 5
Total definite-lived intangible assets | $ | 1,230 |  |  | 7
The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s Manufacturing segment from customers and technology introduced through Blue Stream, the assembled workforce of the acquired business, expected synergies, and the development of future proprietary processes. The goodwill attributable to Blue Stream is not deductible for tax purposes. The Company incurred non-significant transaction and integration costs in connection with the acquisition during the three and nine months ended September 30, 2017, which were included in selling, general and administrative expenses, within the unaudited condensed consolidated statements of income. The Company incurred a non-significant amount and $0.4 million of transaction and integration costs during the three and nine months ended September 24, 2016, respectively, which were included in selling, general and administrative expenses, within the unaudited condensed consolidated statements of income. WIL Research On April 4, 2016, the Company acquired WIL Research, a provider of safety assessment and CDMO services to biopharmaceutical, agricultural and industrial chemical companies worldwide. The acquisition enhanced the Company’s position as a leading, global, early-stage CRO by strengthening its ability to partner with clients across the drug discovery and development continuum. The purchase price for WIL Research was $604.8 million, including assumed liabilities of $0.4 million. The purchase price included payment for actual working capital of the acquired business. The acquisition was funded by cash on hand and borrowings on the Company’s $1.65B Credit Facility. See Note 7, “Long-Term Debt and Capital Lease Obligations.” WIL Research’s safety assessment and CDMO businesses are reported in the Company’s DSA and Manufacturing reportable segments, respectively. On February 10, 2017, the Company divested the CDMO business. The purchase price allocation of $577.4 million, net of $27.4 million of cash acquired, was as follows:
| April 4, 2016
| (in thousands)
Trade receivables (contractual amount of $48,625) | $ | 48,157 |
Inventories | 2,296 |
Other current assets (excluding cash) | 3,814 |
Property, plant and equipment | 129,066 |
Other long-term assets | 1,060 |
Definite-lived intangible assets | 164,800 |
Goodwill | 330,175 |
Deferred revenue | (39,103 | )
Other current liabilities | (27,386 | )
Long-term liabilities | (35,488 | )
Total purchase price allocation | $ | 577,391 |
The breakout of definite-lived intangible assets acquired was as follows:
| Definite-Lived Intangible Assets |  | Weighted Average Amortization Life
| (in thousands) |  | (in years)
Client relationships | $ | 137,500 |  |  | 15
Developed technology | 20,700 |  |  | 3
Backlog | 6,600 |  |  | 1
Total definite-lived intangible assets | $ | 164,800 |  |  | 13
The goodwill resulting from the transaction, $19.0 million of which was deductible for tax purposes due to a prior asset acquisition, was primarily attributed to the potential growth of the Company’s DSA and Manufacturing businesses from clients introduced through WIL Research, the assembled workforce of the acquired business, and expected cost synergies. Subsequent to the divestiture of the CDMO business on February 10, 2017, $14.8 million of the goodwill was deductible for tax purposes. The Company incurred transaction and integration costs in connection with the acquisition of $0.4 million and $1.3 million for the three months ended September 30, 2017 and September 24, 2016, respectively, which were included in selling, general and administrative expenses, within the unaudited condensed consolidated statements of income. The Company incurred transaction and integration costs in connection with the acquisition of $1.6 million and $13.7 million for the nine months ended September 30, 2017 and September 24, 2016, respectively, which were included in selling, general and administrative expenses, within the unaudited condensed consolidated statements of income. WIL Research revenue and operating income for the three months ended September 24, 2016 were $57.4 million and $3.6 million, respectively. WIL Research revenue and operating income for the nine months ended September 24, 2016 were $112.6 million and $4.6 million, respectively. The following selected pro forma consolidated results of operations are presented as if the WIL Research acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition after giving effect to certain adjustments. For the nine months ended September 24, 2016, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $1.4 million, reversal of interest expense on borrowings of $2.7 million, elimination of intercompany activity, and other one-time costs, and the tax impacts of these adjustments.
| September 24, 2016
| Three Months Ended |  | Nine Months Ended
| (in thousands, except per share amounts)
Revenue | $ | 425,720 |  |  | $ | 1,275,175 |
Net income attributable to common shareholders | 39,530 |  |  | 129,050 |
Earnings per common share |  |  |
Basic | $ | 0.84 |  |  | $ | 2.75 |
Diluted | $ | 0.82 |  |  | $ | 2.70 |
These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the date indicated or that may result in the future. No effect has been given for synergies, if any, that may have been realized through the acquisition. Contract Manufacturing On February 10, 2017, the Company completed the divestiture of its CDMO business to Quotient Clinical Ltd., based in London, England, for $75.0 million in proceeds, net of $0.6 million in cash and cash equivalents transferred in conjunction with the sale and $0.3 million of working capital adjustments. The CDMO business was acquired in April 2016 as part of the acquisition of WIL Research and was reported in the Company’s Manufacturing reportable segment. Following a strategic review that was finalized subsequent to December 31, 2016, the Company determined that the CDMO business was not optimized within the Company’s portfolio at its current scale, and that the capital could be better deployed in other long-term growth opportunities. During the three months ended April 1, 2017, the Company recorded a gain on the divestiture of the CDMO business of $10.6 million, which was included in other income, net within the Company’s unaudited condensed consolidated statements of income. As of February 10, 2017, the carrying amounts of the major classes of assets and liabilities associated with the divestiture of the CDMO business were as follows (in thousands):
Assets |
Current assets | $ | 5,505 |
Property, plant and equipment, net | 11,174 |
Goodwill | 35,857 |
Long-term assets | 17,154 |
Total assets | $ | 69,690 |
Liabilities |
Deferred revenue | $ | 4,878 |
Other current liabilities | 1,158 |
Total liabilities | $ | 6,036 |

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