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BUSINESS ACQUISITIONS | 6 Months Ended
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Jun. 29, 2019
Business Combinations [Abstract] |
BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS Citoxlab On April 29, 2019, the Company acquired Citoxlab, a non-clinical contract research organization (CRO), specializing in regulated safety assessment services, non-regulated discovery services, and medical device testing. With operations in Europe and North America, the acquisition of Citoxlab further strengthens the Company’s position as a leading, global, early-stage CRO by expanding its scientific portfolio and geographic footprint, which enhances the Company’s ability to partner with clients across the drug discovery and development continuum. The preliminary purchase price for Citoxlab was $528.1 million in cash, subject to certain post-closing adjustments that may change the purchase price. The acquisition was funded through a combination of cash on hand and proceeds from the Company’s $2.3B Credit Facility under the multi-currency revolving facility. See Note 9, “Long-Term Debt and Finance Leases.” This business is reported as part of the Company’s DSA reportable segment. The preliminary purchase allocation of $491.7 million, net of $36.4 million of cash acquired was as follows:
| April 29, 2019
| (in thousands)
Trade receivables (contractual amount of $35,547) | $ | 35,547 |
Inventories | 5,282 |
Other current assets (excluding cash) | 14,687 |
Property, plant and equipment | 93,326 |
Goodwill | 275,076 |
Definite-lived intangible assets | 161,100 |
Other long-term assets | 20,465 |
Deferred revenue | (14,647 | )
Current liabilities | (46,118 | )
Deferred tax liabilities | (28,467 | )
Other long-term liabilities | (20,487 | )
Redeemable noncontrolling interest | (4,035 | )
Total purchase price allocation | $ | 491,729 |
The preliminary 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, including certain contracts and obligations. 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 | $ | 133,500 |  |  | 13
Developed technology | 19,900 |  |  | 3
Backlog | 7,700 |  |  | 1
Total definite-lived intangible assets | $ | 161,100 |  |  | 12
The goodwill resulting from the transaction, $7.2 million of which is deductible for tax purposes due to a prior asset acquisition, is primarily attributable to the potential growth of the Company’s DSA business from customers introduced through Citoxlab and the assembled workforce of the acquired business. The Company incurred transaction and integration costs in connection with the acquisition of $12.1 million and $17.2 million for the three and six months ended June 29, 2019, respectively, which were primarily included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income. Beginning on April 29, 2019, Citoxlab has been included in the operating results of the Company. Citoxlab revenue and net operating income for the three months ended June 29, 2019 was $30.9 million and $2.0 million, respectively. The following selected unaudited pro forma consolidated results of operations are presented as if the Citoxlab acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition, which is December 31, 2017, after giving effect to certain adjustments. For the six months ended June 29, 2019, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $4.0 million, additional interest expense on borrowings of $1.2 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments. For the six months ended June 30, 2018, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $5.1 million, additional interest expense on borrowings of $2.0 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments.
| Three Months Ended |  | Six Months Ended
| June 29, 2019 |  | June 30, 2018 |  | June 29, 2019 |  | June 30, 2018
| (in thousands)
Revenue | $ | 673,645 |  |  | $ | 630,411 |  |  | $ | 1,325,483 |  |  | $ | 1,168,651 |
Net income attributable to common shareholders | 53,625 |  |  | 54,990 |  |  | 114,653 |  |  | 107,859 |
These unaudited 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 dates indicated or that may result in the future. No effect has been given for synergies, if any, that may be realized through the acquisition. MPI Research On April 3, 2018, the Company acquired MPI Research, a non-clinical CRO providing comprehensive testing services to biopharmaceutical and medical device companies worldwide. The acquisition enhances 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 MPI Research was $829.7 million in cash. The acquisition was funded by borrowings on the $2.3B Credit Facility as well as the issuance of the Company’s Senior Notes. See Note 9, “Long-Term Debt and Finance Lease Obligations.” This business is reported as part of the Company’s DSA reportable segment. The purchase allocation of $800.8 million, net of $27.7 million of cash acquired and a final net working capital adjustment of $1.2 million, was as follows:
| April 3, 2018
| (in thousands)
Trade receivables (contractual amount of $35,073) | $ | 35,073 |
Inventories | 4,463 |
Other current assets (excluding cash) | 5,893 |
Property, plant and equipment | 128,403 |
Goodwill | 441,656 |
Definite-lived intangible assets | 309,200 |
Other long-term assets | 1,081 |
Deferred revenue | (23,926 | )
Current liabilities | (32,885 | )
Deferred tax liabilities | (65,945 | )
Other long-term liabilities | (2,213 | )
Total purchase price allocation | $ | 800,800 |
From the date of the acquisition through March 30, 2019, 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 | $ | 264,900 |  |  | 13
Developed technology | 23,400 |  |  | 3
Backlog | 20,900 |  |  | 1
Total definite-lived intangible assets | $ | 309,200 |  |  | 12
The goodwill resulting from the transaction, $4.1 million of which is deductible for tax purposes due to a prior asset acquisition, is primarily attributable to the potential growth of the Company’s DSA business from customers introduced through MPI Research and the assembled workforce of the acquired business. No significant integration costs were incurred in connection with the acquisition for the three and six months ended June 29, 2019. The Company incurred transaction and integration costs in connection with the acquisition of $11.7 million and $14.5 million for the three and six months ended June 30, 2018, respectively, which were primarily included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income. The following selected unaudited pro forma consolidated results of operations are presented as if the MPI Research acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition, which is January 1, 2017, after giving effect to certain adjustments. For the six months ended June 30, 2018, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $9.4 million, additional interest expense on borrowings of $2.8 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments.
| June 30, 2018
| Three Months Ended |  | Six Months Ended
| (in thousands)
Revenue | $ | 585,297 |  |  | $ | 1,141,388 |
Net income attributable to common shareholders | 60,161 |  |  | 109,575 |
These unaudited 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 dates indicated or that may result in the future. No effect has been given for synergies, if any, that may be realized through the acquisition. KWS BioTest Limited On January 11, 2018, the Company acquired KWS BioTest Limited (KWS BioTest), a CRO specializing in in vitro and in vivo discovery testing services for immuno-oncology, inflammatory and infectious diseases. The acquisition enhances the Company’s discovery expertise, with complementary offerings that provide the Company’s customers with additional tools in the active therapeutic research areas of oncology and immunology. The purchase price for KWS BioTest was $20.3 million in cash 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 £3.0 million based on future performance. During the three months ended September 29, 2018, the terms of these contingent payments were amended, resulting in a fixed payment of £2.0 million, or $2.6 million, which was paid during the three months ended March 30, 2019. The KWS BioTest business is reported as part of the Company’s DSA reportable segment. The purchase price allocation of $21.5 million, net of $1.0 million of cash acquired and a final net working capital adjustment of $0.4 million, was as follows:
| January 11, 2018
| (in thousands)
Trade receivables (contractual amount of $1,309) | $ | 1,309 |
Other current assets (excluding cash) | 99 |
Property, plant and equipment | 1,136 |
Definite-lived intangible assets - client relationships | 3,647 |
Goodwill | 17,660 |
Current liabilities | (1,575 | )
Deferred revenue | (151 | )
Long-term liabilities | (596 | )
Total purchase price allocation | $ | 21,529 |
From the date of the acquisition through December 29, 2018, 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 only definite-lived intangible asset relates to client relationships, which will be amortized over a weighted average life of 12 years. The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s DSA business from customers introduced through KWS BioTest and the assembled workforce of the acquired business. The goodwill attributable to KWS BioTest is not deductible for tax purposes. No significant integration costs were incurred in connection with the acquisition for the three and six months ended June 29, 2019. No significant integration costs were incurred in connection with the acquisition for the three months ended June 30, 2018 and $0.5 million of integration costs were incurred for the six months ended June 30, 2018, 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 KWS BioTest’s financial results are not significant when compared to the Company’s consolidated financial results.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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