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BUSINESS ACQUISITIONS | 3 Months Ended
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Mar. 28, 2020
Business Combinations [Abstract] |
BUSINESS ACQUISITIONS | BUSINESS COMBINATIONS HemaCare Corporation On January 3, 2020, the Company acquired HemaCare Corporation (HemaCare), a business specializing in the production of human-derived cellular products for the cell therapy market. The acquisition of HemaCare expands the Company’s comprehensive portfolio of early-stage research and manufacturing support solutions to encompass the production and customization of high-quality, human derived cellular products to better support clients’ cell therapy programs. The purchase price of HemaCare was $379.8 million in cash. The acquisition was funded through a combination of cash on hand and proceeds from the Company’s 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 RMS reportable segment. The preliminary purchase allocation of $376.7 million, net of $3.1 million of cash acquired was as follows:
| January 3, 2020
| (in thousands)
Trade receivables | $ | 6,451 |
Inventories | 8,468 |
Other current assets (excluding cash) | 3,527 |
Property, plant and equipment | 10,033 |
Goodwill | 209,104 |
Definite-lived intangible assets | 183,540 |
Other long-term assets | 5,920 |
Current liabilities | (5,188) |
Deferred tax liabilities | (37,470) |
Other long-term liabilities | (7,664) |
Total purchase price allocation | $ | 376,721 |
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, 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 | $ | 170,390 |  |  | 19
Trade name | 7,330 |  |  | 10
Other intangible assets | 5,820 |  |  | 3
Total definite-lived intangible assets | $ | 183,540 |  |  | 18
The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s RMS business from customers introduced through HemaCare and the assembled workforce of the acquired business. The goodwill attributable to HemaCare is not deductible for tax purposes. The Company incurred transaction and integration costs in connection with the acquisition of $5.7 million for the three months ended March 28, 2020, which were primarily included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income. Beginning on January 3, 2020, HemaCare has been included in the operating results of the Company. HemaCare revenue and operating loss for the three months ended March 28, 2020 was $12.3 million and $2.2 million, respectively. The following selected unaudited pro forma consolidated results of operations are presented as if the HemaCare acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition, which is December 30, 2018, after giving effect to certain adjustments. For the three months ended March 28, 2020, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $0.2 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments. For the three months ended March 30, 2019, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $3.2 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.
| Three Months Ended |  |  |  |  |  |
| March 28, 2020 |  | March 30, 2019 |  |  |  |
| (in thousands) |  |  |  |  |  |
| (unaudited) |  |  |  |  |  |
Revenue | $ | 707,077 |  |  | $ | 613,456 |  |  |  |  |
Net income attributable to common shareholders | 55,705 |  |  | 52,186 |  |  |  |  |
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. Citoxlab On April 29, 2019, the Company acquired Citoxlab, a non-clinical 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 purchase price for Citoxlab was $527.1 million in cash. The acquisition was funded through a combination of cash on hand and proceeds from the Company’s Credit Facility under the multi-currency revolving facility. This business is reported as part of the Company’s DSA reportable segment. The purchase allocation of $490.4 million, net of $36.7 million of cash acquired was as follows:
| April 29, 2019
| (in thousands)
Trade receivables | $ | 35,405 |
Inventories | 5,282 |
Other current assets (excluding cash) | 13,917 |
Property, plant and equipment | 88,605 |
Goodwill | 280,161 |
Definite-lived intangible assets | 162,400 |
Other long-term assets | 20,063 |
Deferred revenue | (15,278) |
Current liabilities | (46,081) |
Deferred tax liabilities | (27,458) |
Other long-term liabilities | (22,624) |
Redeemable noncontrolling interest | (4,035) |
Total purchase price allocation | $ | 490,357 |
From the date of the acquisition through March 28, 2020, 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 | $ | 134,600 |  |  | 13
Developed technology | 19,900 |  |  | 3
Backlog | 7,900 |  |  | 1
Total definite-lived intangible assets | $ | 162,400 |  |  | 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 $1.4 million and $5.2 million for the three months ended March 28, 2020 and March 30, 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 operating income for the three months ended March 28, 2020 was $45.3 million and $2.5 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 three months ended March 30, 2019, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $2.6 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.
| Three Months Ended |  |  |  |
| March 30, 2019 |  |  |  |
| (in thousands) |  |  |  |
| (unaudited) |  |  |  |
Revenue | $ | 650,875 |  |  |  |  |
Net income attributable to common shareholders | 61,028 |  |  |  |  |
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. Other Acquisition On August 28, 2019, the Company acquired an 80% ownership interest in a supplier that supports the Company’s DSA reportable segment. The remaining 20% interest is a redeemable non-controlling interest. See Note 10, “Equity and Noncontrolling Interests.” The purchase price was $23.4 million, net of a $4.0 million pre-existing relationship for a supply agreement settled upon acquisition. The acquisition was funded through a combination of cash on hand and proceeds from the Company’s Credit Facility under the multi-currency revolving facility. The business is reported as part of the Company’s DSA reportable segment. The purchase allocation of $23.1 million, net of $0.3 million of cash acquired was as follows:
| August 28, 2019
| (in thousands)
Trade receivables | $ | 189 |
Inventories | 7,644 |
Property, plant and equipment | 1,462 |
Goodwill | 12,669 |
Other long-term assets | 11,849 |
Current liabilities | (441) |
Deferred tax liabilities | (1,331) |
Other long-term liabilities | (238) |
Redeemable noncontrolling interest | (8,740) |
Total purchase price allocation | $ | 23,063 |
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, 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. From the date of the acquisition through March 28, 2020, 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 significant integration costs were incurred with the acquisition for the three months ended March 28, 2020. Pro forma financial information as well as the disclosure of actual results have not been included because these 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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