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Item 9A. Controls and Procedures

2022-03-03 compared with 2021-03-02 · 47 added, 61 removed, 225 unchanged (32% of the section changed)

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The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Disclosure controls

and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Our management assessed the effectiveness of our internal control over financial reporting as of January 2, 2022.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control-Integrated Framework.

Our assessment of and conclusion on the effectiveness of internal control over financial reporting excluded the internal controls of Horizon Discovery Group plc, acquired on December 23, 2020, which is included in our fiscal year 2020 consolidated financial statements and represented approximately 6% of our total assets as of January 3, 2021 and 0.08% of our total revenues for the fiscal year ended January 3, 2021.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework.

Our assessment of and conclusion on the effectiveness of internal control over financial reporting excluded the internal co ntrols of Oxford Immunotec Global PLC, Nexcelom Bioscience Holdings, LLC, Immunodiagnostic Systems Holdings PLC, SIRION Biotech GmbH, Optimization Zorn Corporation, BioLegend, Inc.

and Qognit, Inc., all of which were acquired during the fiscal year ended January 2, 2022 , which were included in our fiscal year 2021 consolidated financial st atements and represented approximately 4% of our total assets (exclusive of acquired intangible assets and goodwill) as of January 2, 2022 and 4% of our total revenues for the fiscal year ended January 2, 2022.

Based on this assessment, our management concluded that, as of January 2, 2022, our internal control over financial reporting was effective based on those criteria.

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 2, 2022 of the Company and our report dated March 3, 2022 expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reportin g, management excluded from its assessment the internal control over financial reporting at Horizon Discovery Group plc ("Horizon") , which was acquired on December 23, 2020 and whose financial statements constitute approximately 6% of total assets and 0.08% of total revenues of the consolidated financial statement amounts as of and for the year ended January 3, 2021 .

Accordingly, our audit did not include the internal control over financial reporting at Horizon .

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Oxford Immunotec Global PLC, Nexcelom Bioscience Holdings, LLC, Immunodiagnostic Systems Holdings PLC, SIRION Biotech GmbH, Optimization Zorn Corporation, BioLegend, Inc.

and Qognit, Inc.

(collectively “the Acquired Entities”), all of which were acquired during the year ended January 2, 2022 and whose financial statements constitute approximately 4% of total assets (exclusive of acquired intangible assets and goodwill) and 4% of total revenues of the consolidated financial statement amounts as of and for the year ended January 2, 2022.

Accordingly, our audit did not include the internal control over financial reporting of the Acquired Entities.

Basis for Opinion

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Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

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Consolidated Statements of Comprehensive Income for Each of the Three Fiscal Years in the Period Ended January 2, 2022

Consolidated Balance Sheets as of January 3, 2021 and December 29, 2019

Consolidated Balance Sheets as of January 2, 2022 and January 3, 2021

Consolidated Statements of Stockholders’ Equity for Each of the Three Fiscal Years in the Period Ended January 2, 2022

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FINANCIAL STATEMENT SCHEDULE

Schedule II—Valuation and Qualifying Accounts

We have omitted financial statement schedules, other than those we note above, because of the absence of conditions under which they are required, or because the required information is given in the financial statements or notes thereto.

We have omitted financial statement schedules because of the absence of conditions under which they are required, or because the required information is given in the financial statements or notes thereto.

Exhibit Title

Agreement and Plan of Merger, dated as of July 25, 2021, by and among PerkinElmer, Inc., Burton Acquisition I, Inc., Burton Acquisition II, Inc., BioLegend, Inc.

and Gene Lay, solely in his capacity as the Stockholder Representative, filed with the Commission on July 27, 2021 as Exhibit 2.1 to our current report on Form 8-K (File No.

001-05075) and herein incorporated by reference.

3.1 PerkinElmer, Inc.'s Restated Articles of Organization, filed with the Commission on May 11, 2007 as Exhibit 3.1 to our quarterly report on Form 10-Q (File No.

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001-05075) and herein incorporated by reference.

4.2 Description of PerkinElmer, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed with the Commission on February 25, 2020 as Exhibit 4.2 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

4.2 Description of PerkinElmer, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, attached hereto as Exhibit 4.2 .

4.3 Indenture dated as of October 25, 2011 between PerkinElmer, Inc.

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Exhibit Title

4.6 Fourth Supplemental Indenture, dated as of April 11, 2018, among PerkinElmer, Inc., U.S.

Bank National Association, as trustee, and Elavon Financial Services DAC, UK Branch, as paying agent (including the form of note contained therein) filed with the Commission on April 11, 2018 as Exhibit 4.2 to our current report on Form 8-K (File No.

4.6 Fifth Supplemental Indenture, dated as of September 12, 2019, by and between PerkinElmer, Inc.

Bank National Association, as trustee (including the form of note contained therein) filed with the Commission on September 12, 2019 as Exhibit 4.2 to our current report on Form 8-K (File No.

001-05075)) and herein incorporated by reference.

4.7 Paying Agency Agreement, dated as of April 11, 2018, among PerkinElmer, Inc., U.S.

Bank National Association, as trustee, transfer agent and registrar, and Elavon Financial Services DAC, UK Branch, as paying agent, filed with the Commission on April 11, 2018 as Exhibit 4.3 to our current report on Form 8-K (File No.

4.7 Sixth Supplemental Indenture, dated as of March 8, 2021, by and between the Company and U.S.

Bank National Association, as trustee (including the form of note contained therein) filed with the Commission on March 8, 2021 as Exhibit 4.2 to our current report on Form 8-K (File No.

001-05075)) and herein incorporated by reference.

4.8 Fifth Supplemental Indenture, dated as of September 12, 2019, by and between PerkinElmer, Inc.

4.8 Seventh Supplemental Indenture, dated as of September 10, 2021, by and between the Company and U.S.

Bank National Association, as trustee (including the form of note contained therein) filed with the Commission on September 10, 2021 as Exhibit 4.2 to our current report on Form 8-K (file No.

001-05075)) and herein incorporated by reference.

10.1 Credit Agreement, dated as of September 17, 2019, among the PerkinElmer, Inc.

, PerkinElmer Health Sciences, Inc., PerkinElmer Life Sciences International Holdings, PerkinElmer Global Holdings S.à r.l.

10.1 Term Loan Credit Agreement, dated as of August 11, 2021, among PerkinElmer, Inc., Bank of America, N.A.

as Administrative Agent and the Lenders party thereto, filed with the Commission on August 12, 2021 as Exhibit 99.1 to our current report on Form 8-K (File No.

001-05075) and herein incorporated by reference.

10.2 Credit Agreement, dated as of August 24, 2021, among PerkinElmer, Inc., PerkinElmer Health Sciences, Inc., PerkinElmer Life Sciences International Holdings, PerkinElmer Global Holdings S.à r.l.

and PerkinElmer Health Sciences B.V.

as Borrowers, Bank of America, N.A.

as Administrative Agent, Swing Line Lender and an L/C Issuer, the Lenders party thereto and the other L/C Issuers party thereto, filed with the Commission on September 17, 2019 as Exhibit 10.1 to our current report on Form 8-K (File No.

001-05075) and incorporated herein by reference.

10.2 First Amendment to Credit Agreement, dated as of October 21, 2019, among PerkinElmer, Inc., PerkinElmer Health Sciences, Inc., PerkinElmer Life Sciences International Holdings, PerkinElmer Global Holdings S.à r.l.

and PerkinElmer Health Sciences B.V., as Borrowers, Bank of America, N.A.

as Administrative Agent, Swing Line Lender and an L/C Issuer, the Lenders party thereto and the other L/C Issuers party thereto, filed with the Commission on February 25, 2020 as Exhibit 10.2 to our annual report on Form 10-K (File No.

001-5075) and incorporated herein by reference.

10.3 Second Amendment to Credit Agreement, dated as of February 27, 2020, among PerkinElmer, Inc., PerkinElmer Health Sciences, Inc., PerkinElmer Life Sciences International Holdings, PerkinElmer Global Holdings S.à r.l.

and PerkinElmer Health Sciences B.V., as Borrowers, Bank of America, N.A.

as Administrative Agent, Swing Line Lender and an L/C Issuer, the Lenders party thereto and the other L/C Issuers party thereto, filed with the Commission on May 12, 2020 as Exhibit 10.1 to our quarterly report on Form 10-Q (File No.

001-5075) and incorporated herein by reference.

as Administrative Agent, Swing Line Lender and an L/C Issuer, the Lenders party thereto and the other L/C Issuers party thereto, filed with the Commission on August 25, 2021 as Exhibit 99.1 to our current report on Form 8-K (File No.

001-05075) and herein incorporated by reference.

10.3* Employment Contracts:

(1) Amended and Restated Employment Agreement, dated as of August 21, 2019, between Dr.

Singh and PerkinElmer, Inc.

, filed with the Commission on August 21, 2019 as Exhibit 99.1 to our c urrent r eport on Form 8-K (File No.

Singh and PerkinElmer, Inc., filed with the Commission on August 21, 2019 as Exhibit 99.1 to our current report on Form 8-K (File No.

001-05075) and incorporated herein by reference.

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001-05075) and herein incorporated by reference.

(8) Employment Agreement between Miriame Victor and PerkinElmer, Inc.

dated as of January 1, 2022, attached hereto as Exhibit 10.3(8).

10.4* PerkinElmer, Inc.'s 2009 Incentive Plan, filed with the Commission on March 12, 2014 as Appendix A to our definitive proxy statement on Schedule 14A (File No.

2 unchanged sentences

001-05075) and herein incorporated by reference.

Exhibit Title

10.6* First Amendment to PerkinElmer, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on March 1, 2011 as Exhibit 10.9 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

10.8* PerkinElmer, Inc.'s Performance Unit Program Description, filed with the Commission on February 26, 2009 as Exhibit 10.10 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

Exhibit Title

10.7* PerkinElmer, Inc.

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001-05075) and herein incorporated by reference.

10.11* Form of Stock Option Agreement given by PerkinElmer, Inc.

to its non-employee directors for use under the 2009 Incentive Plan, filed with the Commission on April 28, 2009 as Exhibit 10.4 to our current report on Form 8-K (File No.

001-05075) and herein incorporated by reference.

10.12* Form of 162(m)-compliant Restricted Stock Agreement with single-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.19 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

10.13* Form of 162(m)-compliant Restricted Stock Agreement with double-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.20 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

10.14* Form of 162(m)-compliant Restricted Stock Unit Agreement with single-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.21 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

10.15* Form of 162(m)-compliant Restricted Stock Unit Agreement with double-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.22 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

10.9* PerkinElmer, Inc.

Savings Plan Amended and Restated effective January 1, 2021, attached hereto as Exhibit 10.16.

Savings Plan Amended and Restated effective January 1, 2021, filed with the Commission on March 2, 2021 as Exhibit 10.16 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

10.10* PerkinElmer, Inc.

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10.11* PerkinElmer, Inc.

Amended and Restated Global Incentive Compensation Plan (Executive Officers) effective December 30, 2019, filed with the Commission on February 25, 2020 as Exhibit 10.20 to our annual report on Form 10-K (file No.

Amended and Restated Global Incentive Compensation Plan (Executive Officers) effective January 4, 2021, filed with the Commission on May 11, 2021 as Exhibit 10.5 to our quarterly report on Form 10-Q (file No.

001-05075) and herein incorporated by reference.

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001-05075) and herein incorporated by reference.

Exhibit Title

10.18* Form of Restricted Stock Agreement with single-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on April 24, 2019 as Exhibit 99.7 to our current report on Form 8-K (File No.

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001-05075) and herein incorporated by reference.

10.22* Form of Restricted Stock Unit Agreement (Performance-based vesting) with single-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on May 11, 2021 as Exhibit 10.1 to our quarterly report on Form 10-Q (File No.

001-05075) and herein incorporated by reference.

Exhibit Title

10.23* Form of Restricted Stock Unit Agreement (Performance-based vesting) with double-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on May 11, 2021 as Exhibit 10.2 to our quarterly report on Form 10-Q (File No.

001-05075) and herein incorporated by reference.

10.24* Form of Restricted Stock Agreement with single-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on May 11, 2021 as Exhibit 10.3 to our quarterly report on Form 10-Q (File No.

001-05075) and herein incorporated by reference.

10.25* Form of Restricted Stock Agreement with double-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on May 11, 2021 as Exhibit 10.4 to our quarterly report on Form 10-Q (File No.

001-05075) and herein incorporated by reference.

21 Subsidiaries of PerkinElmer, Inc., attached hereto as Exhibit 21.

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____________________________

(1) The exhibits and schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.

The registrant agrees to furnish copies of any of such exhibits or schedules to the SEC upon request.

* Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language):

(i) Consolidated Statements of Operations for each of the three years in the period ended January 3, 2021, (ii) Consolidated Balance Sheets as of January 3, 2021 and December 29, 2019, (iii) Consolidated Statements of Comprehensive Income for each of the three years in the period ended January 3, 2021, (iv) Consolidated Statements of Stockholders' Equity for each of the three years in the period ended January 3, 2021, (v) Consolidated Statements of Cash Flows for each of the three years in the period ended January 3, 2021, (vi) Notes to Consolidated Financial Statements, and (vii) Financial Schedule of Valuation and Qualifying Accounts.

PERKINELMER, INC.

AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended January 3, 2021

Description Balance at

Year Provisions Charges/

offs Other (1)

(In thousands)

Reserve for doubtful accounts:

Year ended December 30, 2018 $ 31,281 $ 2,503 $ (2,295) $ (899) $ 30,590

Year ended December 29, 2019 30,590 6,853 (3,009) 798 35,232

Year ended January 3, 2021 35,232 16,695 (5,857) 1,524 47,594

____________________________

(1) Other amounts primarily relate to the impact of acquisitions, discontinued operations and foreign exchange movements.

(i) Consolidated Statements of Operations for each of the three years in the period ended January 2, 2022, (ii) Consolidated Balance Sheets as of January 2, 2022 and January 3, 2021, (iii) Consolidated Statements of Comprehensive Income for each of the three years in the period ended January 2, 2022, (iv) Consolidated Statements of Stockholders' Equity for each of the three years in the period ended January 2, 2022, (v) Consolidated Statements of Cash Flows for each of the three years in the period ended January 2, 2022, and (vi) Notes to Consolidated Financial Statements.

Form 10-K Summary

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures