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Acquisitions in fiscal year 2011 Acquisition of Caliper Life Sciences, Inc. In November 2011, the Company acquired all of the outstanding stock of Caliper Life Sciences, Inc. (“Caliper”). Caliper is a provider of imaging and detection solutions for life sciences research, diagnostics and environmental markets. Caliper develops and sells integrated systems, consisting of instruments, software, reagents, laboratory automation tools, and assay development and discovery NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) services, primarily to pharmaceutical, biotechnology, and diagnostics companies, and government and other notfor-profit research institutions. The Company paid the shareholders of Caliper $646.3 million in cash for the stock of Caliper. The excess of the purchase price over the fair value of the acquired net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and has been allocated to goodwill, none of which is tax deductible. The Company has reported the operations for this acquisition within the results of the Company’s Human Health segment from the acquisition date.
In addition to the Caliper acquisition, the Company completed the acquisition of seven businesses in fiscal year 2011 for total consideration of $333.6 million, in cash. As of the closing dates, the Company potentially had to pay additional contingent consideration for the seven acquired businesses of up to $50.8 million, which at closing had an estimated fair value of $20.1 million. The excess of the purchase price over the fair value of each of the acquired businesses’ net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as the employee workforce acquired, and has been allocated to goodwill, of which $4.7 million is tax deductible. The Company reported the operations for these acquisitions within the results of the operations from the acquisition dates. Identifiable definite-lived intangible assets, such as customer relationships, core technology, IPR&D, licenses, and trade names, acquired as part of these acquisitions had weighted average amortization periods between 7 years and 11 years.
Caliper’s revenue and pre-tax loss from continuing operations for the period from the acquisition date to January 1, 2012 were $29.3 million and $3.0 million, respectively. The following unaudited pro forma NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) information presents the combined financial results for the Company and Caliper as if the acquisition of Caliper
had been completed at the beginning of fiscal year 2011:
The unaudited pro forma information for fiscal year 2011 has been calculated after applying the Company’s accounting policies and the impact of acquisition date fair value adjustments. The fiscal year 2011 unaudited pro forma loss from continuing operations was adjusted to exclude approximately $18.1 million of acquisitionrelated transaction costs. In addition, the fiscal year 2011 unaudited pro forma loss from continuing operations was adjusted to exclude nonrecurring expenses related to the fair value adjustments associated with the acquisition of Caliper that were recorded by the Company related to the completion of this acquisition. The pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments, such as fair value adjustment to inventory and deferred revenue, increased interest expense on debt obtained to finance the transaction, and increased amortization for the fair value of acquired intangible assets. The pro forma information does not reflect the effect of costs or synergies that would have been expected to result from the integration of the acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combination occurred at the beginning of fiscal year 2011, or of future results of the consolidated entities.
The Company does not consider the acquisitions completed during fiscal years 2013, 2012, and 2011, with the exception of the Caliper acquisition, to be material to its consolidated results of operations; therefore, the Company is only presenting pro forma financial information of operations for the Caliper acquisition. The aggregate revenue and results of operations for the acquisitions completed during fiscal years 2013 and 2012 for the period from their respective acquisition dates to December 29, 2013 and December 30, 2012 were minimal.
The aggregate revenue for the acquisitions, with the exception of Caliper, completed during fiscal year 2011 for the period from their respective acquisition dates to January 1, 2012 was $32.4 million and the results of operations were minimal. The Company has also determined that the presentation of the results of operations for each of those acquisitions, from the date of acquisition, is impracticable due to the integration of the operations upon acquisition.
As of December 29, 2013 the purchase price allocations for acquisitions completed in fiscal years 2012 and 2011 were final. The preliminary allocation of the purchase price for acquisitions completed in fiscal year 2013 were based upon an initial valuation. The Company’s estimates and assumptions underlying the initial valuation are subject to change within the measurement period, which is up to one year from the acquisition date. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, assets and liabilities related to income taxes and related valuation allowances, and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition date during the measurement period. During the measurement period, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. Adjustments to the preliminary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) allocation of the purchase price during the measurement period require the revision of comparative prior period financial information when reissued in subsequent financial statements. The effect of adjustments to the allocation of the purchase price made during the measurement period would be as if the adjustments had been completed on the acquisition date. The effects of any such adjustments, if material, may cause changes in depreciation, amortization, or other income or expense recognized in prior periods. All changes that do not qualify as adjustments made during the measurement period are included in current period earnings.
Allocations of the purchase price for acquisitions are based on estimates of the fair value of the net assets acquired and are subject to adjustment upon finalization of the purchase price allocations. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair values for assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Contingent consideration is measured at fair value at the acquisition date, based on the probability that revenue thresholds or product development milestones will be achieved during the earnout period, with changes in the fair value after the acquisition date affecting earnings to the extent it is to be settled in cash. Increases or decreases in the fair value of contingent consideration liabilities primarily result from changes in the estimated probabilities of achieving revenue thresholds or product development milestones during the earnout period. The Company may have to pay contingent consideration, related to all acquisitions with open contingency periods, of up to $31.3 million as of December 29, 2013. As of December 29, 2013, the Company has recorded contingent consideration obligations relating to its acquisitions of Dexela Limited, Haoyuan and Tetra Teknolojik Sistemler Limited Sirketi, with an estimated fair value of $4.9 million. The earnout periods for each of these acquisitions do not exceed three years from the acquisition date. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could result in a possible impairment of the intangible assets and goodwill, require acceleration of the amortization expense of definite-lived intangible assets, or the recognition of additional consideration which would be expensed.
In connection with the purchase price allocations for acquisitions, the Company estimates the fair value of deferred revenue assumed with its acquisitions. The estimated fair value of deferred revenue is determined by the legal performance obligation at the date of acquisition, and is generally based on the nature of the activities to be performed and the related costs to be incurred after the acquisition date. The fair value of an assumed liability related to deferred revenue is estimated based on the current market cost of fulfilling the obligation, plus a normal profit margin thereon. The estimated costs to fulfill the deferred revenue are based on the historical direct costs related to providing the services. The Company does not include any costs associated with selling effort, research and development, or the related fulfillment margins on these costs. In most acquisitions, profit associated with selling effort is excluded because the acquired businesses would have concluded the selling effort on the support contracts prior to the acquisition date. The estimated research and development costs are not included in the fair value determination, as these costs are not deemed to represent a legal obligation at the time of acquisition. The sum of the costs and operating income approximates, in theory, the amount that the Company would be required to pay a third-party to assume the obligation.
Total transaction costs related to acquisition activities for fiscal years 2013, 2012, and 2011 were $0.1 million, $1.2 million and $10.7 million, respectively. These transaction costs were expensed as incurred and recorded in selling, general and administrative expenses in the Company’s consolidated statements of operations.
Note 3: Discontinued Operations As part of the Company’s continuing efforts to focus on higher growth opportunities, the Company has discontinued certain businesses. The Company has accounted for these businesses as discontinued operations NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) and, accordingly, has presented the results of operations and related cash flows as discontinued operations for all periods presented. Any remaining liabilities of these businesses have been presented separately, and are reflected within liabilities from discontinued operations in the accompanying consolidated balance sheets as of December 29, 2013 and December 30, 2012.
In June 2010, the Company sold its Photoflash business, which was included in the Company’s Environmental Health segment, for $13.5 million, including an adjustment for net working capital, plus potential additional contingent consideration. The Company recognized a pre-tax gain of $0.5 million in fiscal year 2013 and a pre-tax gain of $2.5 million in fiscal year 2012 for contingent consideration related to this sale.