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BUSINESS COMBINATIONS
 3 Months Ended
Mar. 31, 2014
Business Combinations [Abstract]  
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS
The Company’s business strategy involves selective acquisitions with a focus on core geographies and therapeutic classes.
(a) Business combinations in 2014 included the following:
In the three-month period ended March 31, 2014, the Company completed business combinations, which included the acquisition of the following businesses, for an aggregate purchase price of $323.1 million. The aggregate purchase price included contingent consideration payment obligations with an aggregate acquisition date fair value of $21.7 million.
•
On January 23, 2014, the Company acquired all of the outstanding common stock of Solta Medical, Inc. (“Solta Medical”) for $292.5 million, which includes $2.92 per share in cash and $44.2 million for the repayment of Solta Medical’s long-term debt, including accrued interest. In connection with the acquisition, the Company recognized a charge of $5.6 million relating to a settlement of a preexisting relationship with Solta Medical, which is included in Other (income) expense in the consolidated statements of loss for the three-month period ended March 31, 2014. As a result of the completion of the merger, Solta Medical has become a wholly-owned subsidiary of Valeant. Solta Medical designs, develops, manufactures, and markets energy-based medical device systems for aesthetic applications. Solta Medical’s products include the Thermage CPT® system that provides non-invasive treatment options using radiofrequency energy for skin tightening, the Fraxel® repair system for use in dermatological procedures requiring ablation, coagulation, and resurfacing of soft tissue, the Clear + Brilliant® system to improve skin texture and help prevent the signs of aging skin, and the Liposonix® system that destroys unwanted fat cells resulting in waist circumference reduction.
•
During the three-month period ended March 31, 2014, the Company completed other smaller acquisitions which are not material individually or in the aggregate. These acquisitions are included in the aggregated amounts presented below.
Assets Acquired and Liabilities Assumed
These transactions have been accounted for as business combinations under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed related to the business combinations, in the aggregate, as of the applicable acquisition dates. Due to the timing of these acquisitions, these amounts are provisional and subject to change. The Company will finalize these amounts as it obtains the information necessary to complete the measurement processes. Any changes resulting from facts and circumstances that existed as of the acquisition dates may result in retrospective adjustments to the provisional amounts recognized at the acquisition dates. These changes could be significant. The Company will finalize these amounts no later than one year from the respective acquisition dates.
 
 
Amounts
Recognized as of
Acquisition Dates
Cash and cash equivalents
 
$
2.7

Accounts receivable(a)
 
14.7

Inventories
 
39.9

Other current assets
 
4.7

Property, plant and equipment, net
 
6.5

Identifiable intangible assets, excluding acquired IPR&D(b)
 
184.8

Acquired IPR&D(c)
 
15.0

Other non-current assets
 
0.8

Current liabilities
 
(27.6
)
Long-term debt, including current portion
 
(4.0
)
Deferred income taxes, net
 
(9.4
)
Other non-current liabilities
 
(8.0
)
Total identifiable net assets
 
220.1

Goodwill(d)
 
103.0

Total fair value of consideration transferred
 
$
323.1

________________________
(a)
The fair value of trade accounts receivable acquired was $14.7 million, with the gross contractual amount being $17.0 million, of which the Company expects that $2.3 million will be uncollectible.
(b)
The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets:
 
 
Weighted-
 Average
Useful Lives
(Years)
 
Amounts
Recognized as of
Acquisition Dates
Product brands
 
9
 
$
80.4

Product rights
 
8
 
86.3

Corporate brand
 
14
 
18.1

Total identifiable intangible assets acquired
 
9
 
$
184.8


(c)
The acquired in-process research and development (“IPR&D”) assets primarily relate to the Solta Medical acquisition, which includes a program for the development of a next generation Thermage® product.
(d)
Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded from the Solta Medical acquisition represents the following:
•
cost savings, operating synergies and other benefits expected to result from combining the operations of Solta Medical with those of the Company;
•
the Company’s expectation to develop and market new products and technology; and
•
intangible assets that do not qualify for separate recognition (for instance, Solta Medical’s assembled workforce).
The provisional amount of goodwill from the Solta Medical acquisition has been allocated to both the Company’s Developed Markets segment ($60.8 million) and Emerging Markets segment ($40.7 million).
Acquisition-Related Costs
The Company has incurred to date $0.9 million, in the aggregate, of transaction costs directly related to these business combinations, which includes expenditures for advisory, legal, valuation, accounting and other similar services. These costs have been expensed as acquisition-related costs.
Revenue and Net Loss
The revenues of these business combinations for the period from the respective acquisition dates to March 31, 2014 were $23.0 million, in the aggregate, and net loss, net of tax, was $18.4 million, in the aggregate. The net loss, net of tax, includes the effects of the acquisition accounting adjustments and acquisition-related costs.
(b) Business combinations in 2013 included the following:
B&L
Description of the Transaction
On August 5, 2013, the Company acquired B&L, pursuant to the Merger Agreement dated May 24, 2013 (as amended), among the Company, Valeant, Stratos Merger Corp., a Delaware corporation and wholly-owned subsidiary of Valeant (“Merger Sub”), and B&L. Pursuant to the terms and conditions set forth in the Merger Agreement, B&L became a wholly-owned subsidiary of Valeant. At the effective time of this merger, each share of B&L common stock, par value $0.01 per share, issued and outstanding immediately prior to such effective time, other than any dissenting shares and any shares held by B&L, Valeant, Merger Sub or any of their subsidiaries, was converted into the right to receive its pro rata share (the “Per Share Merger Consideration”), without interest, of an aggregate purchase price equal to $8.7 billion minus B&L’s existing indebtedness for borrowed money (which was paid off by Valeant in accordance with the terms of the Merger Agreement) and related fees and costs, minus certain of B&L’s transaction expenses, minus certain payments with respect to certain cancelled B&L performance-based options (which were not outstanding immediately prior to such effective time), plus the aggregate exercise price applicable to B&L’s outstanding options immediately prior to such effective time, and plus certain cash amounts, all as further described in the Merger Agreement. The B&L Acquisition was financed with debt and equity issuances. Each B&L restricted share and stock option, whether vested or unvested, that was outstanding immediately prior to such effective time, was cancelled and converted into the right to receive the Per Share Merger Consideration in the case of restricted shares or, in the case of stock options, the excess, if any, of the Per Share Merger Consideration over the exercise price of such stock option.
B&L is a global eye health company that focuses primarily on the development, manufacture and marketing of eye health products, including contact lenses, contact lens care solutions, ophthalmic pharmaceuticals and ophthalmic surgical products.
Fair Value of Consideration Transferred
The following table indicates the consideration transferred to effect the B&L Acquisition:
 
 
Fair Value
Enterprise value
 
$
8,700.0

Adjusted for the following:
 
 
B&L’s outstanding debt, including accrued interest
 
(4,248.3
)
B&L’s company expenses
 
(6.4
)
Payment in B&L’s performance-based option(a)
 
(48.5
)
Payment for B&L’s cash balance(b)
 
149.0

Additional cash payment(b)
 
75.0

Other
 
(3.2
)
Equity purchase price
 
4,617.6

Less: Cash consideration paid for B&L’s unvested stock options(c)
 
(4.3
)
Total fair value of consideration transferred
 
$
4,613.3

___________________________________
(a)
The cash consideration paid for previously cancelled B&L’s performance-based options was recognized as a post-combination expense within Restructuring, integration and other costs in the third quarter of 2013.
(b)
As defined in the Merger Agreement.
(c)
The cash consideration paid for B&L stock options and restricted stock attributable to pre-combination services has been included as a component of purchase price. The remaining $4.3 million balance related to the acceleration of unvested stock options for B&L employees was recognized as a post-combination expense within Restructuring, integration and other costs in the third quarter of 2013.
Assets Acquired and Liabilities Assumed
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of acquisition date. The following recognized amounts are provisional and subject to change:
•
amounts for property, plant and equipment pending finalization of the valuation;
•
amounts for income tax assets and liabilities, pending finalization of estimates and assumptions in respect of certain tax implications of the transaction; and
•
amounts for intangibles and goodwill pending the completion of the valuation of the assets acquired and liabilities assumed, including the allocation of such amounts to reporting units.
The Company will finalize these amounts as it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the acquisition date may result in retrospective adjustments to the provisional amounts recognized at the acquisition date. These changes could be significant. The Company will finalize these amounts no later than one year from the acquisition date.
 
 
Amounts
Recognized as of
Acquisition Date
(as previously
reported)(a)
 
Measurement
Period
Adjustments(b)
 
Amounts
Recognized as of
March 31, 2014
(as adjusted)
Cash and cash equivalents
 
$
209.5

 
$
(31.4
)
 
$
178.1

Accounts receivable(c)
 
547.9

 
(7.2
)
 
540.7

Inventories(d)
 
675.8

 
(34.0
)
 
641.8

Other current assets(e)
 
146.6

 
0.3

 
146.9

Property, plant and equipment, net(f)
 
761.4

 
4.1

 
765.5

Identifiable intangible assets, excluding acquired IPR&D(g)
 
4,316.1

 
30.5

 
4,346.6

Acquired IPR&D(h)
 
398.1

 
20.0

 
418.1

Other non-current assets
 
58.8

 
(1.9
)
 
56.9

Current liabilities(i)
 
(885.6
)
 
2.1

 
(883.5
)
Long-term debt, including current portion(j)
 
(4,209.9
)
 
—

 
(4,209.9
)
Deferred income taxes, net(k)
 
(1,410.9
)
 
(0.1
)
 
(1,411.0
)
Other non-current liabilities(l)
 
(280.2
)
 
(1.0
)
 
(281.2
)
Total identifiable net assets
 
327.6

 
(18.6
)
 
309.0

Noncontrolling interest(m)
 
(102.3
)
 
(0.4
)
 
(102.7
)
Goodwill(n)
 
4,388.0

 
19.0

 
4,407.0

Total fair value of consideration transferred
 
$
4,613.3

 
$
—

 
$
4,613.3

________________________
(a)
As previously reported in the 2013 Form 10-K.
(b)
The measurement period adjustments primarily reflect: (i) a reduction in the estimated fair value of inventory, (ii) an adjustment between cash and accounts payable, and (iii) increases in the estimated fair value of intangible assets, which included a net increase to IPR&D assets driven by a higher fair value for the next generation silicone hydrogel lens (Bausch + Lomb Ultra™). The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements.
(c)
The fair value of trade accounts receivable acquired was $540.7 million, with the gross contractual amount being $555.6 million, of which the Company expects that $14.9 million will be uncollectible.
(d)
Includes an estimated fair value adjustment to inventory of $269.1 million.
(e)
Includes primarily prepaid expenses.
(f)
The following table summarizes the provisional amounts and useful lives assigned to property, plant and equipment:
 
 
Weighted-
 Average
Useful Lives
(Years)
 
Amounts
Recognized as of
Acquisition Date
(as previously
reported)
 
Measurement
Period
Adjustments
 
Amounts
Recognized as of
March 31, 2014
(as adjusted)
Land
 
NA
 
$
47.4

 
$
(12.6
)
 
$
34.8

Buildings
 
24
 
273.1

 
(39.8
)
 
233.3

Machinery and equipment
 
5
 
273.5

 
57.0

 
330.5

Leasehold improvements
 
5
 
22.5

 
(0.3
)
 
22.2

Equipment on operating lease
 
3
 
13.8

 
(0.2
)
 
13.6

Construction in progress
 
NA
 
131.1

 
—

 
131.1

Total property, plant and equipment acquired
 
 
 
$
761.4

 
$
4.1

 
$
765.5


An office building in Rochester, New York, with an adjusted carrying amount of $14.2 million, was classified as held for sale as of March 31, 2014. The Company expects to sell this facility in 2014.
(g)
The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets:
 
 
Weighted-
 Average
Useful Lives
(Years)
 
Amounts
Recognized as of
Acquisition Date
(as previously
reported)
 
Measurement
Period
Adjustments
 
Amounts
Recognized as of
March 31, 2014
(as adjusted)
Product brands
 
10
 
$
1,770.2

 
$
14.7

 
$
1,784.9

Product rights
 
8
 
855.4

 
8.8

 
864.2

Corporate brand
 
Indefinite
 
1,690.5

 
7.0

 
1,697.5

Total identifiable intangible assets acquired
 
9
 
$
4,316.1

 
$
30.5

 
$
4,346.6


The corporate brand represents the B&L corporate trademark and has an indefinite useful life as there are no legal, regulatory, contractual, competitive, economic, or other factors that limit the useful life of this intangible asset. The estimated fair value was determined using the relief from royalty method.
(h)
The significant components of the acquired IPR&D assets primarily relate to the development of (i) various vision care products ($226.4 million in the aggregate), such as the next generation silicone hydrogel lens (Bausch + Lomb Ultra™), (ii) various pharmaceutical products ($170.9 million, in the aggregate), such as latanoprostene bunod, a nitric oxide-donating prostaglandin for reduction of elevated intraocular pressure in patients with glaucoma or ocular hypertension, and (iii) various surgical products ($20.8 million, in the aggregate). A multi-period excess earnings methodology (income approach) was used to determine the estimated fair values of the acquired IPR&D assets from market participant perspective. The projected cash flows from these assets were adjusted for the probabilities of successful development and commercialization of each project. A risk-adjusted discount rate of 10% was used to present value the projected cash flows. The next generation silicone hydrogel lens (Bausch + Lomb Ultra™) was launched in February 2014.
(i)
Includes accrued liabilities, including reserves for sales returns, rebates and managed care, accounts payable and accrued compensation-related liabilities.
(j)
The following table summarizes the fair value of long-term debt assumed as of the acquisition date:
 
 
Amounts
Recognized as of
Acquisition Date
Holdco unsecured term loan(1)
 
$
707.0

U.S. dollar-denominated senior secured term loan(1)
 
1,915.8

Euro-denominated senior secured term loan(1)
 
604.0

U.S. dollar-denominated delayed draw term loan(1)
 
398.0

U.S. dollar-denominated revolver loan(1)
 
170.0

9.875% senior notes(1)
 
350.0

Multi-currency denominated revolver loan(1)
 
15.0

Japanese revolving credit facility(2)
 
33.8

Debentures
 
11.8

Other(1)
 
4.5

Total long-term debt assumed
 
$
4,209.9

___________________________________
(1)
The Company subsequently repaid these amounts in full in the third quarter of 2013.
(2)
In the fourth quarter of 2013, the Company repaid in full the amounts outstanding. In January 2014, the Company terminated this facility.
(k)
Comprises current net deferred tax assets ($78.7 million) and non-current net deferred tax liabilities ($1,489.7 million).
(l)
Includes $224.2 million related to the estimated fair value of pension and other benefits liabilities.
(m)
Represents the estimated fair value of B&L’s noncontrolling interest related primarily to Chinese joint ventures. A discounted cash flow methodology was used to determine the estimated fair values as of the acquisition date.
(n)
Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following:
•
the Company’s expectation to develop and market new product brands, product lines and technology;
•
cost savings and operating synergies expected to result from combining the operations of B&L with those of the Company;
•
the value of the continuing operations of B&L’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and
•
intangible assets that do not qualify for separate recognition (for instance, B&L’s assembled workforce).
The provisional amount of goodwill has been allocated to the Company’s Developed Markets segment ($3.3 billion) and Emerging Markets segment ($1.1 billion).
Other Business Combinations
Description of the Transactions
In the year ended December 31, 2013, the Company completed other business combinations, which included the acquisition of the following businesses, for an aggregate purchase price of $898.1 million. The aggregate purchase price included contingent consideration payment obligations with an aggregate acquisition date fair value of $59.1 million.
•
On April 25, 2013, the Company acquired all of the outstanding shares of Obagi Medical Products, Inc. (“Obagi”) at a price of $24.00 per share in cash. The aggregate purchase price paid by the Company was approximately $437.1 million. Obagi is a specialty pharmaceutical company that develops, markets, and sells topical aesthetic and therapeutic skin-health systems with a product portfolio of dermatology brands including Obagi Nu-Derm®, Condition & Enhance®, Obagi-C® Rx, ELASTIDerm® and CLENZIDerm®.
•
On February 20, 2013, the Company acquired certain assets from Eisai Inc. (“Eisai”) relating to the U.S. rights to Targretin®, which is indicated for the treatment of Cutaneous T-Cell Lymphoma. The consideration includes up-front payments of $66.5 million and the Company may pay up to an additional $60.0 million of contingent consideration based on the occurrence of potential future events. The fair value of the contingent consideration was determined to be $50.8 million as of the acquisition date. As of March 31, 2014, the assumptions used for determining fair value of the contingent consideration have not changed significantly from those used at the acquisition date. In April 2014, the Company made a contingent consideration payment of $30.0 million.
•
On February 1, 2013, the Company acquired Natur Produkt International, JSC (“Natur Produkt”), a specialty pharmaceutical company in Russia, for a purchase price of $149.9 million, including a $20.0 million contingent refund of purchase price relating to the outcome of certain litigation involving AntiGrippin® that commenced prior to the acquisition. Subsequent to the acquisition, during the three-month period ended March 31, 2013, the litigation was resolved, and the $20.0 million was refunded back to the Company. Natur Produkt’s key brand products include AntiGrippin®, Anti-Angin®, Sage™ and Eucalyptus MA™.
•
During the year ended December 31, 2013, the Company completed other smaller acquisitions which are not material individually or in the aggregate. These acquisitions are included in the aggregated amounts presented below.
Assets Acquired and Liabilities Assumed
These transactions have been accounted for as business combinations under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed related to the business combinations, in the aggregate, as of the applicable acquisition dates.
 
 
Amounts
Recognized as of
Acquisition Dates
 
Measurement
Period
Adjustments(a)
 
Amounts
Recognized as of
March 31, 2014
(as adjusted)
Cash
 
$
43.1

 
$
—

 
$
43.1

Accounts receivable(b)
 
64.0

 
0.5

 
64.5

Inventories
 
33.6

 
1.9

 
35.5

Other current assets
 
14.0

 
—

 
14.0

Property, plant and equipment
 
13.9

 
(3.3
)
 
10.6

Identifiable intangible assets, excluding acquired IPR&D(c)
 
722.9

 
3.9

 
726.8

Acquired IPR&D(d)
 
18.7

 
0.2

 
18.9

Indemnification assets
 
3.2

 
(0.7
)
 
2.5

Other non-current assets
 
0.2

 
3.7

 
3.9

Current liabilities
 
(36.2
)
 
(0.4
)
 
(36.6
)
Short-term borrowings(e)
 
(33.3
)
 
0.5

 
(32.8
)
Long-term debt(e)
 
(24.0
)
 
—

 
(24.0
)
Deferred tax liability, net
 
(147.8
)
 
(1.1
)
 
(148.9
)
Other non-current liabilities
 
(1.5
)
 
—

 
(1.5
)
Total identifiable net assets
 
670.8

 
5.2

 
676.0

Noncontrolling interest(f)
 
(11.2
)
 
—

 
(11.2
)
Goodwill(g)
 
224.3

 
9.0

 
233.3

Total fair value of consideration transferred
 
$
883.9

 
$
14.2

 
$
898.1

________________________
(a)
The measurement period adjustments primarily reflect an increase in the total fair value of consideration transferred with respect to the Natur Produkt acquisition pursuant to a purchase price adjustment. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements.
(b)
The fair value of trade accounts receivable acquired was $64.5 million, with the gross contractual amount being $68.2 million, of which the Company expects that $3.7 million will be uncollectible.
(c)
The following table summarizes the amounts and useful lives assigned to identifiable intangible assets:
 
 
Weighted-
 Average
Useful Lives
(Years)
 
Amounts
Recognized as of
Acquisition Dates
 
Measurement
Period
Adjustments
 
Amounts
Recognized as of
March 31, 2014
(as adjusted)
Product brands
 
7
 
$
517.2

 
$
3.1

 
$
520.3

Corporate brand
 
13
 
86.1

 
0.8

 
86.9

Patents
 
3
 
71.7

 
—

 
71.7

Royalty Agreement
 
5
 
26.5

 
—

 
26.5

Partner relationships
 
5
 
16.0

 
—

 
16.0

Technology
 
10
 
5.4

 
—

 
5.4

Total identifiable intangible assets acquired
 
8
 
$
722.9

 
$
3.9

 
$
726.8


(d)
The acquired IPR&D assets relate to the Obagi and Natur Produkt acquisitions. Obagi’s acquired IPR&D assets primarily relate to the development of dermatology products for anti-aging and suncare. Natur Produkt’s acquired IPR&D assets include a product indicated for the prevention of viral diseases, specifically cold and flu, and a product indicated for the treatment of inflammation and muscular disorders.
(e)
Short-term borrowings and long-term debt primarily relate to the Natur Produkt acquisition. In March 2013, the Company settled all of Natur Produkt’s outstanding third party short-term borrowings and long-term debt.
(f)
Represents the estimated fair value of noncontrolling interest related to a smaller acquisition completed in the third quarter of 2013.
(g)
The goodwill relates primarily to the Obagi and Natur Produkt acquisitions. Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of Obagi’s and Natur Produkt’s goodwill is expected to be deductible for tax purposes. The goodwill recorded from the Obagi and the Natur Produkt acquisitions represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations with those of the Company.
The amount of goodwill from the Eisai acquisition has been allocated to the Company’s Developed Markets segment. The amount of goodwill from the Natur Produkt acquisition has been allocated to the Company’s Emerging Markets segment. The amount of goodwill from the Obagi acquisition has been allocated primarily to the Company’s Developed Markets segment.
Pro Forma Impact of Business Combinations
The following table presents unaudited pro forma consolidated results of operations for the three-month periods ended March 31, 2014 and 2013, as if the 2014 acquisitions had occurred as of January 1, 2013 and the 2013 acquisitions had occurred as of January 1, 2012.
 
Three Months Ended
March 31,
 
2014
 
2013
Revenues
$
1,889.9

 
$
1,917.1

Net loss attributable to Valeant Pharmaceuticals International, Inc.
(25.1
)
 
(83.3
)
 
 
 
 
Loss per share attributable to Valeant Pharmaceuticals International, Inc.:
 
 
 
Basic and diluted
$
(0.07
)
 
$
(0.25
)

The decline in pro forma revenues in the three-month period ended March 31, 2014 as compared to the three-month period ended March 31, 2013 was primarily due to lower sales of the Zovirax®, Vanos®, and Retin-A Micro® franchises and Wellbutrin® XL (Canada) due to generic competition, partially offset by higher B&L revenues and growth from the remaining business.
The unaudited pro forma consolidated results of operations were prepared using the acquisition method of accounting and are based on the historical financial information of the Company and the acquired businesses described above. Except to the extent realized in the three-month period ended March 31, 2014, the unaudited pro forma information does not reflect any cost savings, operating synergies and other benefits that the Company may achieve as a result of these acquisitions, or the costs necessary to achieve these cost savings, operating synergies and other benefits. In addition, except to the extent recognized in the three-month period ended March 31, 2014, the unaudited pro forma information does not reflect the costs to integrate the operations of the Company with those of the acquired businesses.
The unaudited pro forma information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the 2014 acquisitions and the 2013 acquisitions been completed on January 1, 2013 and January 1, 2012, respectively. In addition, the unaudited pro forma information does not purport to project the future results of operations of the Company. The unaudited pro forma information reflects primarily the following adjustments:
•
elimination of the historical intangible asset amortization expense of these acquisitions;
•
additional amortization expense related to the fair value of identifiable intangible assets acquired;
•
additional depreciation expense related to fair value adjustment to property, plant and equipment acquired; and
•
additional interest expense associated with the financing obtained by the Company in connection with the various acquisitions.
In addition, all of the above adjustments were adjusted for the applicable tax impact.