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ACQUISITIONS AND DIVESTITURES (Tables)
6 Months Ended
Jun. 25, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Purchase Price Allocation and Transaction and Integration Costs
The purchase price allocation was as follows:
Explora (1)
VigeneRetrogenixCognateDistributed Bio
April 5, 2022June 28, 2021March 30, 2021March 29, 2021December 31, 2020
(in thousands)
Trade receivables$7,679 $3,548 $2,266 $18,566 $2,722 
Other current assets (excluding cash)1,067 1,657 209 14,128 221 
Property, plant and equipment37,369 7,649 400 52,082 2,382 
Operating lease right-of-use asset, net48,613 22,507 1,385 34,349 1,586 
Goodwill (2)
216,324 239,681 34,489 611,555 71,585 
Definite-lived intangible assets70,100 93,900 22,126 270,900 24,540 
Other long-term assets556 694 — 6,098 469 
Deferred revenue(3,507)(4,260)(434)(20,539)(1,319)
Other current liabilities (3)
(15,507)(6,319)(1,141)(45,388)(1,504)
Operating lease right-of-use liabilities (Long-term)(57,193)(21,220)(1,205)(31,383)(1,123)
Deferred tax liabilities(19,173)(13,958)(4,174)(32,503)(2,529)
Other long-term liabilities(1,807)— — — — 
Total purchase price allocation$284,521 $323,879 $53,921 $877,865 $97,030 
(1) Purchase price allocation is preliminary and 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.
(2) The goodwill resulting from these transactions is primarily attributable to the potential growth of the Company’s segments from new customers introduced to the acquired businesses and the assembled workforce of the acquirees, thus is not deductible for tax purposes. Explora BioLabs had $5.0 million of goodwill due to a prior asset acquisition that is not deductible for tax purposes.
(3) In connection with its acquisitions of businesses, the Company routinely records liabilities related to indirect state and local taxes for preacquisition periods when such liabilities are estimable and deemed probable. The Company may or may not be indemnified for such indirect tax liabilities under terms of the acquisitions. As these indirect tax contingencies are resolved, actual obligations, and any indemnifications, may differ from the recorded amounts and any differences are reflected in reported results in the period in which these are resolved. Specifically for Cognate, as of March 29, 2021, the Company recorded an estimated liability of $17 million pertaining to indirect state sales taxes. During the three months ended June 25, 2022, the Company received a favorable ruling from the applicable state in which the indirect state sales tax liability arose and, accordingly, this liability was reduced in full, resulting in a gain recorded through selling, general and administrative expenses in the period.
Three Months EndedSix Months Ended
June 25, 2022June 26, 2021June 25, 2022June 26, 2021
(in thousands)
Transaction and Integration Costs
Selling, general and administrative expenses$4,426 $14,694 $11,539 $23,411 
Schedule of Definite-Lived Intangible Assets Acquired as Part of Business Combination
The definite-lived intangible assets acquired were as follows:
Explora BioLabsVigeneRetrogenixCognateDistributed Bio
Definite-Lived Intangible Assets(in thousands)
Client relationships$64,000 $87,500 $17,340 $257,200 $16,080 
Other intangible assets6,100 6,400 4,786 13,700 8,460 
Total definite-lived intangible assets$70,100 $93,900 $22,126 $270,900 $24,540 
Weighted Average Amortization Life(in years)
Client relationships131213139
Other intangible assets42324
Total definite-lived intangible assets121111137
Schedule of Pro Forma Information
June 26, 2021
Three Months EndedSix Months Ended
(in thousands)
(unaudited)
Revenue$923,859 $1,782,659 
Net income attributable to common shareholders94,984 132,559 
Schedule of Major Classes of Assets and Liabilities Associated with Divestitures
The carrying amounts of the major classes of assets and liabilities associated with the divestitures of the businesses were as follows:
October 12, 2021
RMS JapanCDMO Sweden
(in thousands)
Assets
Current assets
$26,524 $8,187 
Property, plant, and equipment, net17,379 14,339 
Operating lease right-of-use assets, net— 19,733 
Goodwill4,129 27,764 
Intangible assets, net— 14,089 
Other assets3,695 — 
Total assets$51,727 $84,112 
Liabilities
Current liabilities$8,705 $6,386 
Operating lease right-of-use liabilities— 18,221 
Long-term liabilities94 — 
Total liabilities$8,799 $24,607