Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplemental Data
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
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Consolidated Statements of Operations for Each of the Three Fiscal Years in the Period Ended January 2 , 202 2
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Consolidated Statements of Comprehensive Income for Each of the Three Fiscal Years in the Period Ended January 2, 2022
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Consolidated Balance Sheets as of January 2, 2022 and January 3, 2021
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Consolidated Statements of Stockholders’ Equity for Each of the Three Fiscal Years in the Period Ended January 2, 2022
46
Consolidated Statements of Cash Flows for Each of the Three Fiscal Years in the Period Ended January 2, 2022
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Notes to Consolidated Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of PerkinElmer, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PerkinElmer, Inc. and subsidiaries (the “Company”) as of January 2, 2022 and January 3, 2021 and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended January 2, 2022 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 2, 2022 and January 3, 2021, and the results of its operations and its cash flows for each of the three years in the period ended January 2, 2022, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company’s internal control over financial reporting as of January 2, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 3, 2022 expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Business Combinations – Identifiable Intangible Assets– Refer to Note 3 to the financial statements
Critical Audit Matter Description
The Company completed the acquisition of BioLegend, Inc. for $ 5.7 billion in total consideration, net of cash acquired during the third quarter of fiscal year 2021. In addition, the Company completed the acquisition of seven other businesses for aggregate consideration of $ 1.2 billion during fiscal year 2021. The Company accounted for the acquisitions under the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including identifiable intangible assets totaling $ 2.5 billion in the BioLegend acquisition and $ 0.5 billion in the other seven acquisitions. Of the identifiable intangible assets acquired, the most significant included core technology of $ 1.1 billion and customer relationships of $ 1.9 billion. Management estimated the fair value of these intangible assets using customary valuation procedures and techniques, including income approach methods. The fair value determination of the intangible assets acquired required management to make significant estimates and assumptions related to revenue forecasts and the selection of the discount rates.
We identified the valuation of the intangible assets as a critical audit matter because of the significant estimates and assumptions management made to measure the fair value of the identifiable intangible assets acquired for purposes of the purchase price allocation. These fair value measurements required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s revenue forecasts and the selection of the discount rates for the identified intangible assets.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the revenue forecasts and the selection of the discount rates for the identifiable intangible assets included the following, among others:
• We tested the effectiveness of controls over the valuation of the identifiable intangible assets, including management’s controls over revenue forecasts and selection of the discount rates.
• We assessed the reasonableness of management’s revenue forecasts by performing the following, on a sample basis:
– We compared the revenue forecasts to historical results.
– We compared the revenue forecasts to internal communications to management and the Board of Directors and other information obtained while performing the audit.
– We compared the growth rates to similar businesses acquired by the Company, to the Company’s legacy operations that operate in a similar business, and to peer companies.
• With the assistance of our fair value specialists, we also performed the following, on a sample basis:
– We evaluated the reasonableness of the valuation methodologies selected.
– We tested the source information underlying the determination of the discount rates, tested the mathematical accuracy of the calculations and compared those to the amounts selected by management.
/s / DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 3, 2022
We have served as the Company’s auditor since 2002.
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CONSOLIDATED STATEMENTS OF OPERATIONS
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands, except per share data)
Revenue
Product revenue $ 3,329,102 $ 2,778,725 $ 2,017,042
Service revenue 1,738,067 1,004,020 866,631
Total revenue 5,067,169 3,782,745 2,883,673
Cost of product revenue 1,503,881 1,105,614 956,398
Cost of service revenue 711,988 567,254 531,220
Selling, general and administrative expenses 1,227,521 917,894 815,318
Research and development expenses 274,969 205,389 189,336
Restructuring and other costs, net 16,432 8,013 29,428
Operating income from continuing operations 1,332,378 978,581 361,973
Interest and other expense, net 52,492 72,217 124,831
Income from continuing operations before income taxes 1,279,886 906,364 237,142
Provision for income taxes 336,603 178,266 9,389
Income from continuing operations 943,283 728,098 227,753
Loss on disposition of discontinued operations before income taxes — ( 76 ) —
Provision for income taxes on discontinued operations 126 135 195
Loss from discontinued operations and dispositions ( 126 ) ( 211 ) ( 195 )
Net income $ 943,157 $ 727,887 $ 227,558
Basic earnings per share:
Income from continuing operations $ 8.12 $ 6.53 $ 2.06
Loss from discontinued operations and dispositions ( 0.00 ) ( 0.00 ) ( 0.00 )
Net income $ 8.12 $ 6.53 $ 2.06
Diluted earnings per share:
Income from continuing operations $ 8.08 $ 6.50 $ 2.04
Loss from discontinued operations and dispositions ( 0.00 ) ( 0.00 ) ( 0.00 )
Net income $ 8.08 $ 6.49 $ 2.04
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Net income $ 943,157 $ 727,887 $ 227,558
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax ( 130,873 ) 169,500 ( 23,978 )
Unrecognized prior service (cost) credit, net of tax ( 95 ) ( 1,799 ) 807
Unrealized gains (losses) on securities, net of tax 237 ( 16 ) 6
Other comprehensive income (loss) ( 130,731 ) 167,685 ( 23,165 )
Comprehensive income $ 812,426 $ 895,572 $ 204,393
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED BALANCE SHEETS
January 2,
2022 January 3,
2021
(In thousands, except share
and per share data)
Current assets:
Cash and cash equivalents $ 618,319 $ 402,036
Accounts receivable, net 1,023,792 1,155,109
Inventories 624,714 514,567
Other current assets 173,955 167,208
Total current assets 2,440,780 2,238,920
Property, plant and equipment, net 545,605 368,304
Operating lease right-of-use assets 207,775 207,236
Intangible assets, net 4,063,104 1,365,693
Goodwill 7,416,584 3,447,114
Other assets, net 326,706 333,048
Total assets $ 15,000,554 $ 7,960,315
Current liabilities:
Current portion of long-term debt $ 4,240 $ 380,948
Accounts payable 355,458 327,325
Accrued expenses and other current liabilities 854,046 943,916
Total current liabilities 1,213,744 1,652,189
Long-term debt 4,979,737 1,609,701
Deferred taxes and other long-term liabilities 1,480,469 774,531
Operating lease liabilities 185,359 188,402
Total liabilities 7,859,309 4,224,823
Commitments and contingencies (see Notes 13 and 16)
Stockholders’ equity:
Preferred stock—$1 par value per share, authorized 1,000,000 shares; none issued or outstanding — —
Common stock—$1 par value per share, authorized 300,000,000 shares; issued and outstanding 126,241,000 and 112,090,000 shares at January 2, 2022 and January 3, 2021, respectively 126,241 112,090
Capital in excess of par value 2,760,522 148,101
Retained earnings 4,417,174 3,507,262
Accumulated other comprehensive loss ( 162,692 ) ( 31,961 )
Total stockholders’ equity 7,141,245 3,735,492
Total liabilities and stockholders’ equity $ 15,000,554 $ 7,960,315
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Common
Stock
Amount Capital in
Excess of
Par Value Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total
Stockholders’
Equity
(In thousands)
Balance, December 30, 2018 $ 110,597 $ 48,772 $ 2,602,067 $ ( 176,481 ) $ 2,584,955
Impact of adopting ASC 842 — — 13,289 — 13,289
Net income — — 227,558 — 227,558
Other comprehensive loss — — — ( 23,165 ) ( 23,165 )
Dividends — — ( 30,941 ) — ( 30,941 )
Exercise of employee stock options and related income tax benefits 415 19,317 — — 19,732
Issuance of common stock for employee stock purchase plans 33 2,743 — — 2,776
Purchases of common stock ( 67 ) ( 6,246 ) — — ( 6,313 )
Issuance of common stock for long-term incentive program 162 19,145 — — 19,307
Stock-based compensation — 6,626 — — 6,626
Balance, December 29, 2019 $ 111,140 $ 90,357 $ 2,811,973 $ ( 199,646 ) $ 2,813,824
Impact of adopting ASU 2016-13 — — ( 1,328 ) — ( 1,328 )
Net income — — 727,887 — 727,887
Other comprehensive income — — — 167,685 167,685
Dividends — — ( 31,270 ) — ( 31,270 )
Exercise of employee stock options and related income tax benefits 764 36,907 — — 37,671
Issuance of common stock for employee stock purchase plans 39 4,062 — — 4,101
Purchases of common stock ( 72 ) ( 6,872 ) — — ( 6,944 )
Issuance of common stock for long-term incentive program 219 19,985 — — 20,204
Stock-based compensation — 3,662 — — 3,662
Balance, January 3, 2021 $ 112,090 $ 148,101 $ 3,507,262 $ ( 31,961 ) $ 3,735,492
Net income — — 943,157 — 943,157
Other comprehensive loss — — — ( 130,731 ) ( 130,731 )
Dividends — — ( 33,245 ) — ( 33,245 )
Issuance of common stock for business combination, net of issuance costs 14,067 2,624,077 — — 2,638,144
Exercise of employee stock options and related income tax benefits 358 24,762 — — 25,120
Issuance of common stock for employee stock purchase plans 21 3,607 — — 3,628
Purchases of common stock ( 504 ) ( 72,568 ) — — ( 73,072 )
Issuance of common stock for long-term incentive program 209 26,292 — — 26,501
Stock-based compensation — 6,251 — — 6,251
Balance, January 2, 2022 $ 126,241 $ 2,760,522 $ 4,417,174 $ ( 162,692 ) $ 7,141,245
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Fiscal Years Ende d
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Operating activities:
Net income $ 943,157 $ 727,887 $ 227,558
Loss from discontinued operations and dispositions 126 211 195
Income from continuing operations 943,283 728,098 227,753
Adjustments to reconcile income from continuing operations to net cash provided by continuing operations:
Restructuring and other costs, net 16,432 8,013 29,428
Depreciation and amortization 358,004 246,507 214,025
Stock-based compensation 32,780 29,126 31,514
Pension and other post-retirement expense ( 30,891 ) 18,012 26,107
Change in fair value of contingent consideration 3,119 ( 8,827 ) 3,881
Deferred taxes ( 49,342 ) ( 29,121 ) ( 61,353 )
Contingencies and non-cash tax matters 1,924 4,518 ( 424 )
Amortization of deferred debt issuance costs and accretion of discounts 4,962 3,391 3,846
(Gain) loss on disposition of businesses and assets, net ( 1,970 ) 886 2,469
Amortization of acquired inventory revaluation 35,201 2,793 21,590
Asset impairment 3,868 7,937 —
Change in fair value of financial securities ( 10,985 ) ( 35 ) ( 3,249 )
Debt extinguishment costs — — 32,541
Changes in assets and liabilities which provided (used) cash, excluding effects from companies acquired:
Accounts receivable, net 155,391 ( 373,895 ) ( 100,630 )
Inventories 2,376 ( 122,513 ) ( 9,607 )
Accounts payable 823 62,753 7,351
Accrued expenses and other ( 54,225 ) 314,534 ( 61,773 )
Net cash provided by operating activities of continuing operations 1,410,750 892,177 363,469
Investing activities:
Capital expenditures ( 99,888 ) ( 77,506 ) ( 76,331 )
Purchases of investments ( 23,130 ) ( 20,059 ) ( 6,387 )
Purchases of licenses — — ( 5,000 )
Proceeds from disposition of businesses and assets 1,460 4,280 550
Proceeds from surrender of life insurance policies 109 282 —
Cash paid for acquisitions, net of cash, cash equivalents and restricted cash acquired ( 3,991,309 ) ( 411,495 ) ( 400,405 )
Net cash used in investing activities of continuing operations ( 4,112,758 ) ( 504,498 ) ( 487,573 )
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January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Financing activities:
Payments on borrowings ( 1,559,133 ) ( 897,674 ) ( 1,692,489 )
Proceeds from borrowings 1,400,282 714,698 1,599,416
Proceeds from term loan 500,000 — —
Payments of senior unsecured notes ( 339,605 ) — ( 530,276 )
Proceeds from sale of senior unsecured notes 3,086,095 — 847,195
Payments of debt financing and equity issuance costs ( 30,983 ) — ( 9,879 )
Net payments on other credit facilities ( 13,670 ) ( 4,494 ) ( 14,975 )
Settlement of cash flow hedges ( 4,482 ) ( 4,554 ) ( 1,280 )
Settlement of swaps ( 14,314 ) — —
Payments for acquisition-related contingent consideration ( 2,208 ) ( 10,363 ) ( 29,942 )
Proceeds from issuance of common stock under stock plans 25,120 37,671 19,732
Purchases of common stock ( 73,072 ) ( 6,944 ) ( 6,313 )
Dividends paid ( 32,373 ) ( 31,212 ) ( 31,059 )
Net cash provided by (used in) financing activities of continuing operations 2,941,657 ( 202,872 ) 150,130
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 22,926 ) 25,913 ( 447 )
Net increase in cash, cash equivalents and restricted cash 216,723 210,720 25,579
Cash, cash equivalents and restricted cash at beginning of year 402,614 191,894 166,315
Cash, cash equivalents and restricted cash at end of year $ 619,337 $ 402,614 $ 191,894
Supplemental disclosures of cash flow information
Reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total shown in the consolidated statements of cash flows:
Cash and cash equivalents $ 618,319 $ 402,036 $ 191,877
Restricted cash included in other current assets 1,018 578 17
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 619,337 $ 402,614 $ 191,894
Cash paid during the year for:
Interest $ 54,120 $ 42,142 $ 82,693
Income taxes $ 364,565 $ 162,454 $ 77,059
Supplemental disclosures of non-cash investing and financing activities:
Equity issued for business combination, net of issuance costs $ 2,638,144 $ — $ —
The accompanying notes are an integral part of these consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Nature of Operations and Accounting Policies
Nature of Operations: PerkinElmer, Inc. is a leading provider of products, services and solutions to the diagnostics, life sciences and applied markets. Through its advanced technologies and differentiated solutions, critical issues are addressed that help to improve lives and the world around us.
The consolidated financial statements include the accounts of PerkinElmer, Inc. and its subsidiaries (the “Company”). All intercompany balances and transactions have been eliminated in consolidation.
The Company has two operating segments: Discovery & Analytical Solutions and Diagnostics. The Company's Discovery & Analytical Solutions segment focuses on service and innovating for customers spanning the life sciences and applied markets. The Company's Diagnostics segment is targeted towards meeting the needs of clinically-oriented customers, especially within the growing areas of reproductive health, emerging market diagnostics and applied genomics.
The Company's fiscal year ends on the Sunday nearest December 31. The Company reports fiscal years under a 52/53 week format and as a result, certain fiscal years will contain 53 weeks. Each of the fiscal years ended January 2, 2022 ("fiscal year 2021") and December 29, 2019 ("fiscal year 2019") included 52 weeks. The fiscal year ended January 3, 2021 ("fiscal year 2020") included 53 weeks. The fiscal year ending January 1, 2023 ("fiscal year 2022") will include 52 weeks.
Accounting Policies and Estimates: The preparation of consolidated financial statements in accordance with United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Revenue Recognition: The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The Company recognizes revenue in an amount that reflects the consideration the Company expects to receive in exchange for the promised products or services when a performance obligation is satisfied by transferring control of those products or services to customers.
Taxes that are collected by the Company from a customer and assessed by a governmental authority, that are both imposed on and concurrent with a specific revenue-producing transaction, are excluded from revenue.
The Company reports shipping and handling revenue in revenue, to the extent it is billed to customers, and the associated costs in cost of product revenue.
Warranty Costs: The Company provides for estimated warranty costs for products at the time of their sale. Warranty liabilities are estimated using expected future repair costs based on historical labor and material costs incurred during the warranty period. Warranty costs were not material in the periods presented.
Inventories : Inventories, which include material, labor and manufacturing overhead, are valued at the lower of cost or market. Inventories are accounted for using the first-in, first-out method of determining inventory costs. Inventory quantities on-hand are regularly reviewed, and where necessary, provisions for excess and obsolete inventory are recorded based primarily on the Company’s estimated forecast of product demand and production requirements.
Income Taxes: The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. This method also requires the recognition of future tax benefits such as net operating loss carryforwards, to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established for any deferred tax asset for which realization is not more likely than not.
The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. These reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions is recorded as a component of income tax expense.
Property, Plant and Equipment: The Company depreciates property, plant and equipment using the straight-line method over its estimated useful lives, which generally fall within the following ranges: buildings- 10 to 40 years; leasehold improvements - estimated useful life or remaining term of lease, whichever is shorter; and machinery and equipment- 3 to 8 years. Certain tooling costs are capitalized and amortized over a 3 -year life, while repairs and maintenance costs are expensed.
Pension and Other Postretirement Benefits: The Company sponsors both funded and unfunded U.S. and non-U.S. defined benefit pension plans and other postretirement benefits. The Company immediately recognizes actuarial gains and losses in operating results in the year in which the gains and losses occur. Actuarial gains and losses are measured annually as of the calendar month-end that is closest to the Company's fiscal year end and accordingly will be recorded in the fourth quarter, unless the Company is required to perform an interim remeasurement. The remaining components of pension expense, primarily service and interest costs and assumed return on plan assets, are recorded on a quarterly basis. The Company’s funding policy provides that payments to the U.S. pension trusts shall at least be equal to the minimum funding requirements of the Employee Retirement Income Security Act of 1974. Non-U.S. plans are accrued for, but generally not fully funded, and benefits are paid from operating funds.
Translation of Foreign Currencies: For foreign operations, asset and liability accounts are translated at current exchange rates; income and expenses are translated using weighted average exchange rates for the reporting period. Resulting translation adjustments, as well as translation gains and losses from certain intercompany transactions considered permanent in nature, are reported in accumulated other comprehensive income ("AOCI"), a separate component of stockholders’ equity. Gains and losses arising from transactions and translation of period-end balances denominated in currencies other than the functional currency are included in other expense, net .
Business Combinations: Business combinations are accounted for at fair value. Acquisition costs are expensed as incurred and recorded in selling, general and administrative expenses. Measurement period adjustments are made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. All changes that do not qualify as measurement period adjustments are also included in current period earnings. The accounting for business combinations requires estimates and judgment 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 value 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. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, require acceleration of the amortization expense of finite-lived intangible assets, or the recognition of additional consideration which would be expensed.
Goodwill and Other Intangible Assets: The Company’s intangible assets consist of (i) goodwill, which is not being amortized; (ii) indefinite lived intangibles, which consist of a trade name that is not subject to amortization; and (iii) amortizing intangibles, which consist of patents, trade names and trademarks, licenses, customer relationships and purchased technologies, which are being amortized over their estimated useful lives.
The process of testing goodwill for impairment involves the determination of the fair value of the applicable reporting units. The test consists of the comparison of the fair value to the carrying value of the reporting unit to determine if the carrying value exceeds the fair value. If the carrying value of the reporting unit exceeds its fair value, an impairment loss in an amount equal to that excess is recognized up to the amount of goodwill. This annual impairment assessment is performed by the Company on the later of January 1 or the first day of each fiscal year. Indefinite-lived intangibles are also subject to an annual impairment test. The impairment test consists of a comparison of the fair value of the indefinite-lived intangible asset with its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss in an amount equal to that excess is recognized up to the amount of the amortizing intangible asset . Amortizing intangible assets are reviewed for impairment when indicators of impairment are present. When a potential impairment has been identified, forecasted undiscounted net cash flows of the operations to which the asset relates are compared to the current carrying value of the long-lived assets present in that operation. If such cash flows are less than such carrying amounts, long-lived assets, including such intangibles, are written down to their respective fair values.
Stock-Based Compensation: The Company accounts for stock-based compensation expense based on estimated grant date fair value, generally using the Black-Scholes option-pricing model. The fair value is recognized as expense in the consolidated financial statements over the requisite service period. The determination of fair value and the timing of expense using option
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
pricing models such as the Black-Scholes model require the input of subjective assumptions, including the expected term and the expected price volatility of the underlying stock. The Company estimates the expected term assumption based on historical experience. In determining the Company’s expected stock price volatility assumption, the Company reviews both the historical and implied volatility of the Company’s common stock.
Marketable Securities and Investments: Investments in debt securities that are classified as available for sale are recorded at fair value with unrealized gains and losses included in accumulated other comprehensive (loss) income until realized. Investments in equity securities are recorded at their fair values with unrealized holding gains and losses included in earnings. Investments in equity securities without a readily determinable fair value are carried at cost minus impairment, if any. When an observable price change in orderly transactions for the identical or a similar investment of the same issuer has occurred, the Company elects to carry those equity investments at fair value as of the date that the observable transaction occurred.
Cash and Cash Equivalents: The Company considers all highly liquid, unrestricted instruments with a purchased maturity of three months or less to be cash equivalents. The carrying amount of cash equivalents approximates fair value due to the short maturities of these instruments.
Environmental Matters: The Company accrues for costs associated with the remediation of environmental pollution when it is probable that a liability has been incurred and the Company’s proportionate share of the amount can be reasonably estimated. The recorded liabilities have not been discounted.
Research and Development: Research and development costs are expensed as incurred. In-process research and development ("IPR&D") costs acquired in a business combination are recorded at fair value as an intangible asset at the acquisition date and amortized once the product is ready for sale or expensed if abandoned.
Restructuring and Other Costs: Generally, costs associated with an exit or disposal activity are recognized when the liability is incurred. Prior to recording restructuring charges for employee separation agreements, the Company notifies all employees of termination. Costs related to employee separation arrangements requiring future service beyond a specified minimum retention period are recognized over the service period.
Comprehensive Income: Comprehensive income is defined as net income or loss and other changes in stockholders’ equity from transactions and other events from sources other than stockholders. Comprehensive income is reflected in the consolidated statements of comprehensive income.
Derivative Instruments and Hedging: Derivatives are recorded on the consolidated balance sheets at fair value. Accounting for gains or losses resulting from changes in the values of those derivatives depends on the use of the derivative instrument and whether it qualifies for hedge accounting.
For a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently amortized into net earnings when the hedged exposure affects net earnings. Cash flow hedges related to anticipated transactions are designated and documented at the inception of each hedge by matching the terms of the contract to the underlying transaction. The Company classifies the cash flows from hedging transactions in the same categories as the cash flows from the respective hedged items. Once established, cash flow hedges are generally recorded in other comprehensive income, unless an anticipated transaction is no longer likely to occur, and subsequently amortized into net earnings when the hedged exposure affects net earnings. Discontinued or dedesignated cash flow hedges are immediately settled with counterparties, and the related accumulated derivative gains or losses are recognized into net earnings on the consolidated financial statements. Settled cash flow hedges related to forecasted transactions that remain probable are recorded as a component of other comprehensive (loss) income and are subsequently amortized into net earnings when the hedged exposure affects net earnings. Forward contract effectiveness for cash flow hedges is calculated by comparing the fair value of the contract to the change in value of the anticipated transaction using forward rates on a monthly basis. The Company also has entered into other foreign currency forward contracts that are not designated as hedging instruments for accounting purposes. These contracts are recorded at fair value, with the changes in fair value recognized into interest and other expense, net on the consolidated financial statements.
The Company also uses foreign currency denominated debt to hedge its investments in certain foreign subsidiaries. Realized and unrealized translation adjustments from these hedges are included in the foreign currency translation component of AOCI, as well as the offset translation adjustments on the underlying net assets of foreign subsidiaries. The cumulative translation gains or losses will remain in AOCI until the foreign subsidiaries are liquidated or sold.
Leases: Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in the Company's consolidated balance sheet. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
the lease. Operating lease ROU assets and liabilities were recognized based on the present value of the remaining lease payments over the lease term. When the Company's lease did not provide an implicit rate, the Company used its incremental borrowing rate in determining the present value of lease payments. The Company used the implicit rate when readily determinable. The operating lease ROU asset excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as cars, the Company accounts for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, the Company applies a portfolio approach to effectively account for the operating lease ROU assets and liabilities.
The Company has made an accounting policy election not to recognize ROU assets and lease liabilities that arise from short-term leases for facilities and equipment. Instead, the Company recognizes the lease payments in the consolidated statements of operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.
As a lessor, the Company applies the practical expedient to not separate non-lease components from the associated lease component and instead accounts for those components as a single component if the non-lease components otherwise would be accounted for under ASC 606, Revenue From Contracts With Customers (“ASC 606”), and both of the following criteria are met: 1) the timing and pattern of transfer of the non-lease component or components and associated lease component are the same; and 2) the lease component, if accounted for separately, would be classified as an operating lease. If the non-lease component or components associated with the lease component are the predominant component of the combined component, the Company accounts for the combined component in accordance with ASC 606. Otherwise, the Company accounts for the combined component as an operating lease in accordance with ASC 842.
Recently Issued Accounting Pronouncements: From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the "FASB") and are adopted by the Company as of the specified effective dates. Unless otherwise discussed, such pronouncements did not have or will not have a significant impact on the Company’s consolidated financial position, results of operations and cash flows or do not apply to the Company’s operations.
In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 eliminates certain exceptions and adds guidance to reduce complexity in accounting for income taxes. Specifically, this guidance: (1) removes the intraperiod tax allocation exception to the incremental approach; (2) removes the ownership changes in investments exception in determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting and applies this provision on a modified retrospective basis through a cumulative-effect adjustment to retained earnings at the beginning of the period of adoption; and (3) removes the exception to using the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU 2019-12 also simplifies accounting principles by making other changes, including requiring an entity to: (1) evaluate whether a step-up in tax basis of goodwill relates to a business combination or a separate transaction; (2) make a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and to apply this provision retrospectively to all periods presented; and (3) recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and apply this provision either retrospectively for all periods presented or on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The provisions of this guidance (except as specifically mentioned above) are to be applied prospectively upon their effective date. The Company adopted the guidance beginning on January 4, 2021. The adoption did not have a material impact on the Company's consolidated financial position, results of operations and cash flows.
Note 2: Revenue
For arrangements with multiple performance obligations, the Company accounts for individual products and services separately if they are distinct - i.e. if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the products,
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extended warranties, and services. For items that are not sold separately, the Company estimates stand-alone selling prices by reference to the amount charged for similar items on a stand-alone basis.
The Company sells products and services predominantly through its direct sales force. As a result, the use of distributors is generally limited to geographic regions where the Company has no direct sales force. The Company does not offer product return or exchange rights (other than those relating to defective goods under warranty) or price protection allowances to its customers, including distributors. Payment terms granted to distributors are the same as those granted to end-customers and payments are not dependent upon the distributor's receipt of payment from their end-user customers.
In instances where the timing of revenue recognition differs from the timing of invoicing, the Company determined that the contracts generally do not include a significant financing component. The primary purpose of its invoicing terms is to provide customers with simplified and predictable ways of purchasing products and services, rather than to receive financing from the customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period, and multi-year software licenses or software subscriptions that are invoiced annually with revenue recognized upfront. In limited circumstances where the Company provides the customer with a significant benefit of financing, the Company uses the practical expedient and only adjusts the transaction price for the effects of the time value of money and only on contracts where the duration of financing is more than one year.
Nature of goods and services
The Discovery & Analytical Solutions segment of the Company principally generates revenue from sales of (a) instruments, consumables and services in the applied markets and (b) instruments, reagents, informatics, software, subscriptions, detection and imaging technologies, extended warranties, training and services in the life sciences market. The Diagnostics segment of the Company principally generates revenue from sales of instruments, solutions, consumables, reagents, extended warranties and services in the diagnostics market. Products and services may be sold separately or in bundled packages. The typical length of a contract for service is 12 to 36 months.
The revenue generated from the sale of instruments, consumables, reagents, and certain software is recognized at a point in time. The Company recognizes revenue in these arrangements at the point in time when control of the products has been transferred to customers, which is typically at delivery. Certain of the Company's products require specialized installation and configuration at the customer's site. Revenue for these products is deferred until installation is complete and customer acceptance has been received. When the Company places the instrument at the customer's site and sells the reagents to a customer, the instrument and reagents are accounted for together as one performance obligation. The Company does not charge a fee for the use of the instrument and retains ownership of the placed instrument. The Company has a right to remove the instrument and replace it with another instrument at the customer's site at any time throughout the contract term. The Company recognizes revenue upon delivery of reagents, which is the point in time where the Company has performed its obligation to provide a screening solution to the customer. Payment terms and conditions vary, although terms generally include a requirement of payment within 30 to 60 days.
The revenue generated from the sale of licenses for software as a service, cloud services, subscriptions, extended warranties, and laboratory services and training is recognized over time. Term licenses, subscriptions and cloud services, are generally recognized ratably over the contract period or based upon consumption. The Company sells its software subscriptions and cloud services with maintenance services and, in some cases, with consulting services. The Company recognizes revenue for the software commencing when the service is made available to the customer. For maintenance and consulting services, revenue is recognized ratably over the period in which the services are provided. Revenue for laboratory services is recognized over the contract period or at a point in time when the service is billable, based on time and materials. Payment terms and conditions vary, although terms generally include a requirement of payment within 30 to 60 days.
Disaggregation of revenue
In the following tables, revenue is disaggregated by primary geographical market, end-markets and timing of revenue recognition.
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Reportable Segments
For the fiscal year ended
January 2, 2022 January 3, 2021 December 29, 2019
Discovery & Analytical Solutions Diagnostics Total Discovery & Analytical Solutions Diagnostics Total Discovery & Analytical Solutions Diagnostics Total
(In thousands)
Primary geographical markets
Americas $ 876,367 $ 1,362,213 $ 2,238,580 $ 695,960 $ 750,641 $ 1,446,601 $ 717,205 $ 401,591 $ 1,118,796
Europe 599,886 982,476 1,582,362 490,789 864,687 1,355,476 495,768 291,610 $ 787,378
Asia 658,977 587,250 1,246,227 529,054 451,614 980,668 533,188 444,311 $ 977,499
$ 2,135,230 $ 2,931,939 $ 5,067,169 $ 1,715,803 $ 2,066,942 $ 3,782,745 $ 1,746,161 $ 1,137,512 $ 2,883,673
Primary end-markets
Diagnostics $ — $ 2,931,939 $ 2,931,939 $ — $ 2,066,942 $ 2,066,942 $ — $ 1,137,512 $ 1,137,512
Life sciences 1,337,340 — 1,337,340 1,032,209 — 1,032,209 977,200 — $ 977,200
Applied markets 797,890 — 797,890 683,594 — 683,594 768,961 — $ 768,961
$ 2,135,230 $ 2,931,939 $ 5,067,169 $ 1,715,803 $ 2,066,942 $ 3,782,745 $ 1,746,161 $ 1,137,512 $ 2,883,673
Timing of revenue recognition
Products and services transferred at a point in time $ 1,595,245 $ 2,285,836 $ 3,881,081 $ 1,195,249 $ 1,891,482 $ 3,086,731 $ 1,276,499 $ 1,053,974 $ 2,330,473
Services transferred over time 539,985 646,103 1,186,088 520,554 175,460 696,014 469,662 83,538 553,200
$ 2,135,230 $ 2,931,939 $ 5,067,169 $ 1,715,803 $ 2,066,942 $ 3,782,745 $ 1,746,161 $ 1,137,512 $ 2,883,673
Major Customer Concentration
Revenues from one customer in the Company's Diagnostics segment represent approximately $ 638.6 million, $ 97.8 million and $ 30.8 million of the Company's total revenue during the fiscal years 2021, 2020 and 2019, respectively.
Contract Balances
Contract assets: The unbilled receivables (contract assets) primarily relate to the Company's right to consideration for work completed but not billed at the reporting date. The unbilled receivables are transferred to trade receivables when billed to customers. Contract assets are generally classified as current assets and are included in "Accounts receivable, net" in the consolidated balance sheets.
(In thousands)
Balance at December 29, 2019 $ 37,036
Transferred to trade receivables from unbilled receivables recognized at the beginning of the period ( 33,236 )
Increases as a result of recognition of revenue before billing to customers, excluding amounts transferred to trade receivables during the period 55,674
Balance at January 3, 2021 59,474
Transferred to trade receivables from unbilled receivables recognized at the beginning of the period ( 51,969 )
Increases as a result of recognition of revenue before billing to customers, excluding amounts transferred to trade receivables during the period 64,612
Balance at January 2, 2022 $ 72,117
Contract liabilities: The contract liabilities primarily relate to the advance consideration received from customers for products and related installation for which transfer of control has not occurred at the balance sheet date. Contract liabilities are classified as either current in "Accounts payable" or "Accrued expenses and other current liabilities" or as long-term in "Long-term liabilities" in the consolidated balance sheets based on the timing of when the Company expects to recognize revenue.
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(In thousands)
Balance at December 29, 2019 $ 29,944
Revenue recognized that was included in the contract liability balance at the beginning of the period ( 27,328 )
Increases due to cash received, excluding amounts recognized as revenue during the period 235,499
Balance at January 3, 2021 238,115
Revenue recognized that was included in the contract liability balance at the beginning of the period ( 99,997 )
Increases due to cash received, excluding amounts recognized as revenue during the period 62,955
Balance at January 2, 2022 $ 201,073
Contract costs: The Company recognizes the incremental costs of obtaining a contract with a customer as an asset if it expects the benefit of those costs to be longer than one year. The Company determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were immaterial during the period and are included in other current and long-term assets on the consolidated balance sheets. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less.
Transaction price allocated to the remaining performance obligations
The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. The estimated revenue expected to be recognized beyond one year in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the period are not material to the Company. The remaining performance obligations primarily include noncancelable purchase orders and noncancelable software subscriptions and cloud service contracts.
Note 3: Business Combinations
Acquisitions in fiscal year 2021
Acquisition of BioLegend, Inc. In fiscal year 2021, t he Company completed the acquisition of BioLegend, Inc. ("BioLegend") and paid an aggregate consideration of $ 5.7 billion, net of cash acquired of $ 292.4 million, reflecting working capital and other adjustments (the "Aggregate Consideration"). The Aggregate Consideration was paid in a combination of $ 3.3 billion in cash and shares of the Company's common stock having a fair value of approximately $ 2.6 billion based on the $ 187.56 per share closing price of the Company's common stock on the New York Stock Exchange on September 17, 2021 (the "Stock Consideration"). The Stock Consideration consisted of 14,066,799 shares of the Company's common stock. BioLegend is recognized as a leading, global provider of life science antibodies and reagents headquartered in San Diego, California, with approximately 700 employees. The operations for this acquisition is reported within the results of the Company's Discovery & Analytical Solutions segment from the acquisition date. 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 is not tax deductible. Identifiable definite-lived intangible assets, such as core technology, trade names, customer relationships and clone library, acquired as part of this acquisition had a weighted-average amortization period of 16.3 years.
BioLegend's revenue and net loss for the period from the acquisition date to January 2, 2022 were $ 91.7 million and $ 25.8 million, respectively. The net loss includes $ 47.0 million of amortization of acquired intangible assets. The following unaudited pro forma information presents the combined financial results for the Company and BioLegend as if the acquisition of BioLegend had been completed at the beginning of fiscal year 2020:
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January 2,
2022 January 3,
2021
(In thousands, except per share data)
Pro Forma Statements of Operations Information:
Revenue $ 5,295,483 $ 4,024,631
Income from continuing operations 1,001,109 551,572
Basic earnings per share:
Income from continuing operations $ 7.69 $ 4.39
Diluted earnings per share:
Income from continuing operations $ 7.66 $ 4.37
The unaudited pro forma information for fiscal years 2021 and 2020 have been calculated after applying the Company's accounting policies and the impact of acquisition date fair value adjustments. The fiscal year 2021 unaudited pro forma income from continuing operations was adjusted to exclude approximately $ 43.2 million of acquisition-related transaction costs and $ 23.3 million of costs of bridge financing and debt pre-issuance hedges that were recognized in expense during the year. The fiscal year 2020 pro forma income from continuing operations was adjusted to include these acquisition-related transaction costs and the nonrecurring expenses related to the bridge financing and debt pre-issuance hedging costs and fair value adjustments. These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments, such as fair value adjustment to inventory, 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 each period presented, or of future results of the consolidated entities. The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
Other acquisitions in 2021. During fiscal year 2021, the Company also completed the acquisition of seven other businesses for aggregate consideration of $ 1.2 billion. The acquired businesses include Oxford Immunotec Global PLC, a company based in Abingdon, UK with approximately 275 employees, for total consideration of $ 590.9 million and Nexcelom Bioscience Holdings, LLC, a company based in Lawrence, Massachusetts with approximately 130 employees, for total consideration of $ 267.3 million, and five other businesses, which were acquired for total consideration of $ 331.0 million. The excess of the purchase prices over the fair values of the acquired businesses' net assets represents cost and revenue synergies specific to the Company, as well as non-capitalizable intangible assets, such as employee workforces acquired, and has been allocated to goodwill, which is not tax deductible. Identifiable definite-lived intangible assets, such as core technology, trade names, and customer relationships, acquired as part of these acquisitions had a weighted-average amortization period of 12.4 years .
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The total purchase price for the acquisitions in fiscal year 2021 has been allocated to the estimated fair value of assets acquired and liabilities assumed as follows:
Preliminary
BioLegend Other
(In thousands)
Fair value of business combination:
Cash payments $ 3,336,115 $ 1,128,584
Common stock issued 2,638,369 —
Other liability 6,857 2,910
Contingent consideration — 57,431
Working capital and other adjustments — 183
Less: cash acquired ( 292,377 ) ( 195,010 )
Total $ 5,688,964 $ 994,098
Identifiable assets acquired and liabilities assumed:
Current assets $ 184,704 $ 72,826
Property, plant and equipment 147,200 26,507
Other assets 9,330 15,564
Identifiable intangible assets:
Core technology and clone library 782,400 299,699
Trade names and patents 38,000 39,620
Licenses 8,979 —
Customer relationships and backlog 1,714,800 141,170
Goodwill 3,510,710 547,388
Deferred taxes ( 668,920 ) ( 83,931 )
Deferred revenue — ( 1,197 )
Debt assumed — ( 4,628 )
Liabilities assumed ( 38,239 ) ( 58,920 )
Total $ 5,688,964 $ 994,098
The Company does not consider the other acquisitions completed during fiscal year 2021 to be material to its consolidated results of operations; therefore, the Company is only presenting pro forma financial information of operations for the BioLegend acquisition. The aggregate revenue and results of operations for the other acquisitions completed during fiscal year 2021 for the period from their respective acquisition dates to January 2, 2022 were not material.
Acquisitions in fiscal year 2020
During fiscal year 2020, the Company completed the acquisition of four businesses for aggregate consideration of $ 438.9 million. The acquired businesses were Horizon Discovery Group plc (“Horizon”), a company based in Cambridge, UK with approximately 400 employees, which was acquired on December 23, 2020 for a total consideration of $ 399.8 million (£ 296.0 million), and three other businesses which were acquired for a total consideration of $ 39.1 million. The excess of the purchase prices over the fair values 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 workforces acquired, and has been allocated to goodwill, which is not tax deductible. Identifiable definite-lived intangible assets, such as core technology, trade names, customer relationships and in-process research and development, acquired as part of these acquisitions had a weighted average amortization period of 11.0 years.
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The total purchase price for the acquisitions in fiscal year 2020 has been allocated to the estimated fair value of assets acquired and liabilities assumed as follows:
(In thousands)
Fair value of business combination:
Cash payments $ 437,661
Other liability 1,660
Working capital and other adjustments ( 384 )
Less: cash acquired ( 26,840 )
Total $ 412,097
Identifiable assets acquired and liabilities assumed:
Current assets $ 35,532
Property, plant and equipment 20,302
Other assets 18,114
Identifiable intangible assets:
Core technology 65,730
Trade names 5,580
Customer relationships and backlog 108,523
IPR&D 10,700
Goodwill 221,751
Deferred taxes ( 25,674 )
Deferred revenue ( 2,031 )
Liabilities assumed ( 46,430 )
Total $ 412,097
The Company does not consider the acquisitions completed during fiscal year 2020 to be material to its consolidated results of operations. The aggregate revenue and results of operations for the acquisitions completed during fiscal year 2020 for the period from their respective acquisition dates to January 3, 2021 were not material.
Acquisitions in fiscal year 2019
During fiscal year 2019, the Company completed the acquisition of five businesses for aggregate consideration of $ 433.1 million. The acquired businesses include Cisbio Bioassays SAS, a company based in Codolet, France, which was acquired for total consideration of $ 219.9 million, Shandong Meizheng Bio-Tech Co., Ltd. ("Meizheng Group"), a company headquartered in Beijing, China, for total consideration of $ 166.5 million, and three other businesses which were acquired for total consideration of $ 46.6 million. The Company has a potential obligation to pay the former shareholders of certain of these acquired businesses additional contingent consideration of up to $ 31.8 million. The excess of the purchase prices over the fair values 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 workforces acquired, and has been allocated to goodwill, which is not tax deductible. Identifiable definite-lived intangible assets, such as core technology, trade names and customer relationships, acquired as part of these acquisitions had a weighted average amortization period of 11.0 years.
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The total purchase price for the acquisitions in fiscal year 2019 has been allocated to the estimated fair value of assets acquired and liabilities assumed as follows:
(In thousands)
Fair value of business combination:
Cash payments $ 409,837
Other liability 7,084
Contingent consideration 12,734
Working capital and other adjustments 3,401
Less: cash acquired ( 15,984 )
Total $ 417,072
Identifiable assets acquired and liabilities assumed:
Current assets $ 62,756
Property, plant and equipment 11,840
Other assets 626
Identifiable intangible assets:
Core technology 153,267
Trade names 11,210
Customer relationships 101,500
Goodwill 169,108
Deferred taxes ( 63,113 )
Debt assumed ( 3,404 )
Liabilities assumed ( 26,718 )
Total $ 417,072
The Company does not consider the acquisitions completed during fiscal year 2019 to be material to its consolidated results of operations. The aggregate revenue and results of operations for the acquisitions completed during fiscal year 2019 for the period from their respective acquisition dates to December 29, 2019 were not material.
As of January 2, 2022, the allocations of purchase prices for acquisitions completed in fiscal years 2020 and 2019 were considered final. The preliminary allocations of the purchase prices for acquisitions completed in fiscal year 2021 were based upon initial valuations. The Company's estimates and assumptions underlying the initial valuations are subject to the collection of information necessary to complete its valuations within the measurement periods, which are up to one year from the respective acquisition dates. The primary areas of the preliminary purchase price allocations 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 dates during the measurement periods. During the measurement periods, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition dates that, if known, would have resulted in the recognition of those assets and liabilities as of those dates. These adjustments will be made in the periods in which the amounts are determined and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition dates. All changes that do not qualify as adjustments made during the measurement periods are also included in current period earnings.
During fiscal year 2021, the Company obtained information relevant to determining the fair values of certain tangible and intangible assets acquired, and liabilities assumed, related to recent acquisitions and adjusted its purchase price allocations. The adjustments to the preliminary measurement were not material.
The allocations of the purchase prices 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
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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.
As of January 2, 2022, the Company may have to pay contingent consideration, related to acquisitions with open contingency periods, of up to $ 108.4 million. As of January 2, 2022, the Company has recorded contingent consideration obligations of $ 58.0 million, of which $ 1.3 million was recorded in accrued expenses and other current liabilities, and $ 56.7 million was recorded in long-term liabilities. As of January 3, 2021, the Company had recorded contingent consideration obligations with an estimated fair value of $ 3.0 million, of which $ 2.9 million was recorded in accrued expenses and other current liabilities, and $ 0.1 million was recorded in long-term liabilities. The expected maximum earnout period for acquisitions with open contingency periods does not exceed 6.9 years from January 2, 2022, and the remaining weighted average expected earnout period at January 2, 2022 was 5.4 years. 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 contingent consideration which would be recognized as a component of operating expenses from continuing operations.
Total acquisition and divestiture-related costs were $ 97.5 million, $ 9.3 million and $ 6.6 million for fiscal years 2021, 2020 and 2019. These amounts included $ 14.3 million of incentive award associated with the Company's acquisition of Meizheng Group, $ 5.4 million of net foreign exchange gain and $ 23.4 million of costs of bridge financing and debt pre-issuance hedges related to the BioLegend acquisition in fiscal year 2021, $ 4.7 million of incentive award associated with the Company's acquisition of Meizheng Group and $ 0.5 million of acquisition-related interest expenses in fiscal year 2020, and $ 2.6 million of net foreign exchange loss related mainly to the Company's acquisition of Cisbio Bioassays SAS and $ 0.5 million of compensation expense related to the acquisition of Tulip Diagnostics Private Limited in fiscal year 2019. These acquisition and divestiture-related costs were expensed as incurred and recorded in selling, general and administrative expenses and interest and other expense, net in the Company's consolidated statements of operations.
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Note 4: Restructuring and Other Costs, Net
The Company has undertaken a series of restructuring actions related to the impact of acquisitions and divestitures, the alignment of the Company's operations with its growth strategy, the integration of its business units and its productivity initiatives. The activities associated with these plans have been reported as restructuring and other costs, net, as applicable, and are included as a component of income from continuing operations. The current portion of restructuring and other costs is recorded in short-term accrued restructuring and other costs and accrued expenses and other current liabilities. The long-term portion of restructuring and other costs is recorded in operating lease liabilities and long-term liabilities.
The Company implemented restructuring plans in each quarter of fiscal year 2021 consisting of workforce reductions or closure of excess facility principally intended to realign resources to emphasize growth initiatives and integrate new acquisitions (the "Q1 2021 Plan" and "Q2 2021 Plan", "Q3 2021 Plan", and "Q4 2021 Plan", respectively). The Company implemented a restructuring plan in the first quarter of fiscal year 2020 consisting of workforce reductions and closure of excess facilities principally intended to realign resources to emphasize growth initiatives (the "Q1 2020 Plan"). The Company implemented a restructuring plan in the third quarter of fiscal year 2020 consisting of workforce reductions principally intended to realign resources to emphasize growth initiatives ("Q3 2020 Plan"). The Company implemented a restructuring plan in each quarter of fiscal year 2019 consisting of workforce reductions principally intended to realign resources to emphasize growth initiatives (the "Q1 2019 Plan", "Q2 2019 Plan", "Q3 2019 Plan" and "Q4 2019 Plan"). All other previous restructuring plans were workforce reductions or the closure of excess facility space principally intended to integrate the Company's businesses in order to realign operations, reduce costs, achieve operational efficiencies and shift resources into geographic regions and end markets that are more consistent with the Company's growth strategy (the "Previous Plans").
The following table summarizes the number of employees reduced, the initial restructuring or contract termination charges by operating segment, and the dates by which payments were substantially completed, or the expected dates by which payments will be substantially completed, for restructuring actions implemented during fiscal years 2021, 2020 and 2019 in continuing operations:
Workforce Reductions Closure of Excess Facility Total (Expected) Date Payments Substantially Completed by
Headcount Reduction Diagnostics Discovery & Analytical Solutions Diagnostics Discovery & Analytical Solutions Severance Excess Facility
(In thousands, except headcount data)
Q4 2021 Plan 31 $ 77 $ 3,139 $ — $ 150 $ 3,366 Q3 FY2022 Q1 FY2023
Q3 2021 Plan 39 366 420 — — 786 Q2 FY2022 —
Q2 2021 Plan 25 564 968 — — 1,532 Q1 FY2022 —
Q1 2021 Plan 77 1,615 3,941 — — 5,556 Q4 FY2021 —
Q3 2020 Plan 23 901 2,080 — — 2,981 Q2 FY2021 —
Q1 2020 Plan 32 1,134 2,312 682 92 4,220 Q4 FY2020 Q1 FY2022
Q4 2019 Plan 22 2,404 177 — — 2,581 Q3 FY2020 —
Q3 2019 Plan 259 2,641 11,156 — — 13,797 Q2 FY2020 —
Q2 2019 Plan 44 1,129 4,461 — — 5,590 Q1 FY2020 —
Q1 2019 Plan 105 1,459 6,001 — — 7,460 Q4 FY2019 —
The Company expects to make payments under the Previous Plans for remaining residual lease obligations, with terms varying in length, through fiscal year 2022.
The Company has terminated various contractual commitments in connection with certain disposal activities and has recorded charges, to the extent applicable, for the costs of terminating these contracts before the end of their terms and the costs that will continue to be incurred for the remaining terms without economic benefit to the Company. The Company recorded additional pre-tax charges of $ 0.2 million and $ 0.2 million in the Discovery & Analytical Solutions segment during fiscal years 2020 and 2019, respectively, and $ 0.1 million and $ 0.2 million in the Diagnostics segment during fiscal years 2020 and 2019, respectively, as a result of these contract terminations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company recorded pre-tax charges of $ 7.1 million, $ 4.3 million and $ 0.8 million associated with relocating facilities during fiscal years 2021, 2020 and 2019. The Company expects to make payments on these relocation activities through fiscal year 2022.
At January 2, 2022, the Company had $ 10.3 million recorded for accrued restructuring and other costs, of which $ 8.0 million was recorded in accrued expenses and other current liabilities, $ 0.7 million was recorded in long-term liabilities and $ 1.6 million was recorded as a reduction in operating lease right-of-use assets. At January 3, 2021, the Company had $ 8.3 million recorded for accrued restructuring and other costs, of which $ 4.7 million was recorded in short-term accrued restructuring and other costs, $ 2.0 million was recorded in accrued expenses and other current liabilities and $ 1.6 million was recorded as a reduction in operating lease right-of-use assets.
Note 5: Interest and Other Expense, Net
Interest and other expense, net, consisted of the following for the fiscal years ended:
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Interest income $ ( 2,241 ) $ ( 1,010 ) $ ( 1,495 )
Interest expense including costs of bridge financing 102,128 49,712 63,627
Loss on disposition of businesses and assets, net — — 2,469
Change in fair value of financial securities ( 10,985 ) ( 35 ) ( 3,249 )
Other components of net periodic pension (credit) cost ( 39,767 ) 18,833 25,344
Debt extinguishment costs — — 32,541
Other expense, net 3,357 4,717 5,594
Total interest and other expense, net $ 52,492 $ 72,217 $ 124,831
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Note 6: Income Taxes
The components of income from continuing operations before income taxes were as follows for the fiscal years ended:
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
U.S. $ 562,704 $ 183,452 $ 29,252
Non-U.S. 717,182 722,912 207,890
Total $ 1,279,886 $ 906,364 $ 237,142
The components of the provision for income taxes on continuing operations were as follows:
Current
Expense Deferred
Expense
(Benefit) Total
(In thousands)
Fiscal year ended January 2, 2022
Federal $ 150,621 $ ( 37,551 ) $ 113,070
State 62,381 3,508 65,889
Non-U.S. 172,943 ( 15,299 ) 157,644
Total $ 385,945 $ ( 49,342 ) $ 336,603
Fiscal year ended January 3, 2021
Federal $ 21,262 $ 15,951 $ 37,213
State 13,688 ( 967 ) 12,721
Non-U.S. 172,437 ( 44,105 ) 128,332
Total $ 207,387 $ ( 29,121 ) $ 178,266
Fiscal year ended December 29, 2019
Federal $ 3,735 $ ( 267 ) $ 3,468
State 4,425 ( 1,574 ) 2,851
Non-U.S. 62,582 ( 59,512 ) 3,070
Total $ 70,742 $ ( 61,353 ) $ 9,389
The total provision for income taxes included in the consolidated financial statements is as follows for the fiscal years ended:
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Continuing operations $ 336,603 $ 178,266 $ 9,389
Discontinued operations 126 135 195
Total $ 336,729 $ 178,401 $ 9,584
A reconciliation of income tax expense at the U.S. federal statutory income tax rate to the recorded tax provision is as follows for the fiscal years ended:
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January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Tax at statutory rate $ 268,776 $ 190,339 $ 49,799
Non-U.S. rate differential, net ( 34,676 ) ( 40,216 ) ( 32,124 )
U.S. taxation of multinational operations 9,731 9,050 4,251
State income taxes, net 37,907 13,306 1,941
Prior year tax matters 3,068 8,262 ( 5,103 )
Effect of stock compensation ( 2,961 ) ( 8,818 ) ( 2,053 )
General business tax credits ( 4,277 ) ( 4,136 ) ( 4,325 )
Change in valuation allowance 3,070 10 ( 1,117 )
Rate change on long term intangibles 14,031 — —
Effect of foreign operations 37,147 — —
Foreign consolidations — 15,222 —
Tax elections — — ( 3,700 )
Impact of U.S. Tax Act — — 2,718
Others, net 4,787 ( 4,753 ) ( 898 )
Total $ 336,603 $ 178,266 $ 9,389
The variation in the Company's effective tax rate for fiscal year 2021 is primarily affected by the recognition of $ 37.1 million in U.S. federal, U.S. state and non-U.S. taxes due when the Company repatriates foreign earnings that it no longer considers indefinitely reinvested. The Company also recognized $ 19.0 million in fiscal year 2021, $ 21.8 million in fiscal year 2020 and $ 10.4 million in fiscal year 2019 of benefits derived from tax holidays in China and Singapore. The effect of these benefits, derived from tax holidays, on basic and diluted earnings per share for fiscal year 2021 was $ 0.16 and $ 0.16 , respectively, for fiscal year 2020 was $ 0.20 and $ 0.19 , respectively, and for fiscal year 2019 was $ 0.09 and $ 0.09 , respectively. The tax holiday in China is renewed every three years. The Company expects to renew the tax holiday for two of the Company's subsidiaries in China that expired in fiscal year 2021. The tax holiday for one of the Company's subsidiaries in Singapore is scheduled to expire in fiscal year 2023.
The Company regularly reviews its tax positions in each significant taxing jurisdiction in the process of evaluating its unrecognized tax benefits. The Company makes adjustments to its unrecognized tax benefits when: (i) facts and circumstances regarding a tax position change, causing a change in management’s judgment regarding that tax position; (ii) a tax position is effectively settled with a tax authority at a differing amount; and/or (iii) the statute of limitations expires regarding a tax position.
The tabular reconciliation of the total amounts of unrecognized tax benefits is as follows for the fiscal years ended:
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Unrecognized tax benefits, beginning of year $ 38,773 $ 35,547 $ 33,009
Gross increases—tax positions in prior periods 2,877 4,974 275
Gross decreases—tax positions in prior periods — ( 2,471 ) ( 2,183 )
Gross increases—current-period tax positions 149 151 152
Gross increases related to acquisitions 22,697 158 4,158
Settlements ( 2,252 ) — ( 45 )
Lapse of statute of limitations ( 563 ) — —
Foreign currency translation adjustments ( 23 ) 414 181
Unrecognized tax benefits, end of year $ 61,658 $ 38,773 $ 35,547
The Company classifies interest and penalties as a component of income tax expense. At January 2, 2022 and January 3, 2021, the Company had accrued interest and penalties of $ 7.6 million and $ 5.8 million, respectively. During fiscal years 2021, 2020 and 2019, the Company recognized a net expense of $ 1.8 million, $ 1.8 million and $ 1.6 million, respectively, for interest
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and penalties in its total tax provision which includes settlements and statutes of limitations that had lapsed. At January 2, 2022, the Company had tax effected unrecognized tax benefits which, if recognized, $ 58.0 million would affect the continuing operations effective tax rate and $ 1.7 million would affect discontinued operations.
The Company believes that it is reasonably possible that approximately $ 1.0 million of its uncertain tax positions at January 2, 2022, including accrued interest and penalties, and net of tax benefits, may be resolved over the next twelve months as a result of lapses in applicable statutes of limitations and potential settlements. Various tax years after 2010 remain open to examination by certain jurisdictions in which the Company has significant business operations, such as China, Finland, Germany, Luxembourg, The Netherlands, Singapore, the United Kingdom and the United States. The tax years under examination vary by jurisdiction.
During fiscal year 2021, the Company recorded net discrete income tax expense of $ 43.2 million, which primarily consisted of $ 37.1 million related to the assertions regarding reinvestment of foreign earnings, increase in unrecognized tax benefits of $ 1.9 million, other adjustments of $ 3.9 million and a discrete tax expense of $ 14.0 million due to the remeasurement of United Kingdom deferred tax liabilities on long-lived purchase accounting intangibles and a $ 1.8 million tax benefit related to other net United Kingdom deferred tax assets and liabilities in connection with United Kingdom Finance Act 2021, which increased the United Kingdom corporation tax from 19% to 25%, effective April 1, 2023. The remaining discrete tax benefit, excluding the United Kingdom rate change, related to excess tax benefits on stock compensation of $ 5.5 million and $ 6.4 million resulting from a transaction that was completed during the second quarter of fiscal year 2021.
During fiscal year 2020, the Company recorded net discrete income tax expense of $ 10.8 million, which primarily consisted of $ 15.2 million assessment related to the consolidation of foreign entities in fiscal years 2019 and 2018. The Company filed an appeal for relief on this matter with the relevant foreign tax authority, but cannot be assured of a favorable outcome, and has therefore recorded the full impact in the tax provision. The Company also provided for interest on uncertain tax positions of $ 4.5 million, foreign tax rate changes of $ 2.5 million, return to provision adjustments of $ 1.2 million and other tax matters of $ 1.6 million, offset by recognition of excess tax benefits on stock compensation of $ 11.7 million and a valuation allowance reversal of $ 2.5 million.
During fiscal year 2019, the Compan y recorded a net discrete income tax benefit of $ 23.4 million which was primarily due to a valuation allowance reversal of $ 12.3 million, recognition of excess tax benefits on stock compensation of $ 4.9 million, return to provision adjustments of $ 6.7 million and benefits from tax elections made during fiscal year 2019 of $ 3.7 million, partially offset by a tax expense of $ 2.7 million related to the one-time transition tax under the Tax Cut and Jobs Act ("Tax Act") and additional discrete expense of $ 1.4 million expense related to other tax matters.
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The tax effects of temporary differences and attributes that gave rise to deferred income tax assets and liabilities were as follows:
January 2,
2022 January 3,
2021
(In thousands)
Deferred tax assets:
Inventory $ 3,152 $ 4,788
Reserves and accruals 56,085 51,107
Accrued compensation 30,352 20,881
Net operating loss and credit carryforwards 113,787 131,884
Accrued pension 23,801 34,192
Restructuring reserve 1,442 1,579
Deferred revenue 49,431 29,838
Operating lease liabilities 37,936 42,220
Unrealized foreign exchange loss
14,631 21,614
All other, net 631 —
Total deferred tax assets 331,248 338,103
Deferred tax liabilities:
Postretirement health benefits ( 5,303 ) ( 8,168 )
Depreciation and amortization ( 1,037,637 ) ( 355,876 )
Operating lease right-of-use assets ( 34,111 ) ( 38,598 )
Prepaids ( 3,263 ) ( 4,160 )
Deferred tax liability on foreign earnings ( 31,239 ) —
Total deferred tax liabilities ( 1,111,553 ) ( 406,802 )
Valuation allowance ( 91,503 ) ( 99,740 )
Net deferred tax liabilities $ ( 871,808 ) $ ( 168,439 )
The components of net deferred tax liabilities were recognized in the consolidated balance sheets as follows:
January 2,
2022 January 3,
2021
(In thousands)
Other assets, net $ 22,007 $ 65,518
Deferred taxes and other long-term liabilities ( 893,815 ) ( 233,957 )
Total $ ( 871,808 ) $ ( 168,439 )
At January 2, 2022, for income tax return purposes, the Company had U.S. federal net operating loss carryforwards of $ 74.8 million, state net operating loss carryforwards of $ 10.8 million, foreign net operating loss carryforwards of $ 452.0 million, state tax credit carryforwards of $ 15.0 million, general business tax credit carryforwards of $ 0.6 million, and foreign tax credit carryforwards of $ 0.1 million. These losses begin to expire in 2022 without expiration for certain foreign net operating loss carryforwards and certain state credit carryforwards.
Valuation allowances take into consideration limitations imposed upon the use of the tax attributes and reduce the value of such items to the likely net realizable amount. The Company regularly evaluates positive and negative evidence available to determine if valuation allowances are required or if existing valuation allowances are no longer required. Valuation allowances have been provided on state net operating loss and state tax credit carryforwards and on certain foreign tax attributes that the Company has determined are not more likely than not to be realized. The decrease in the valuation allowance of $ 8.2 million in fiscal year 2021 is primarily due to release of net operating loss carryforwards as a result of an audit settlement in Finland and utilization of carryforwards in Luxembourg, offset by an increase in China and other jurisdictions.
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The components of net deferred tax liabilities were as follows:
January 2,
2022 January 3,
2021
(In thousands)
U.S. $ ( 621,449 ) $ 50,302
Non-U.S. ( 250,359 ) ( 218,741 )
Total $ ( 871,808 ) $ ( 168,439 )
Prior to enactment of the Tax Act, the Company did not provide deferred income tax expense on the cumulative undistributed earnings of its international subsidiaries. The Tax Act required the Company to accrue a one-time transition tax on the unremitted earnings of its foreign subsidiaries. At December 31, 2017, the Company accrued for a one-time transition tax expense of $ 85.0 million on its unremitted foreign earnings in accordance with the Tax Act. The U.S. Treasury subsequently issued regulations on the Tax Act and the Company recorded tax expense (benefit) of $ 2.7 million and $( 4.6 ) million during fiscal years 2019 and 2018, respectively.
As of January 2, 2022, the Company evaluated its undistributed foreign earnings and identified approximately $ 1.2 billion in earnings that it no longer considers indefinitely reinvested. The Company intends to begin repatriating such earnings to the U.S., in whole or in part, during fiscal year 2022. In doing so, the Company has recorded a provision of approximately $ 37.1 million for the U.S. federal, U.S. state and non-U.S. taxes that would fall due when such earnings are repatriated. No additional income tax expense has been provided for any remaining undistributed foreign earnings, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested.
Note 7: Earnings Per Share
Basic earnings per share was computed by dividing net income by the weighted-average number of common shares outstanding during the period less restricted unvested shares. Diluted earnings per share was computed by dividing net income by the weighted-average number of common shares outstanding plus all potentially dilutive common stock equivalents, primarily shares issuable upon the exercise of stock options using the treasury stock method. The following table reconciles the number of shares utilized in the earnings per share calculations for the fiscal years ended:
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Number of common shares—basic 116,165 111,514 110,827
Effect of dilutive securities:
Stock options 391 466 541
Restricted stock awards 118 105 133
Number of common shares—diluted 116,674 112,085 111,501
Number of potentially dilutive securities excluded from calculation due to antidilutive impact 487 220 364
Antidilutive securities include outstanding stock options with exercise prices and average unrecognized compensation cost in excess of the average fair market value of common stock for the related period. Antidilutive options were excluded from the calculation of diluted net income per share and could become dilutive in the future.
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Note 8: Accounts Receivable, Net
Accounts receivable, net consisted of the following:
January 2,
2022 January 3,
2021
(In thousands)
Accounts receivable, net, current $ 1,023,792 $ 1,155,109
Long-term accounts receivable, net, included in Other assets, net 30,303 22,510
Total accounts receivable, net $ 1,054,095 $ 1,177,619
Reserves for credit losses consisted of the following:
Balance at
Beginning of
Year Provisions Charges/
Write-
offs Other (1)
Balance
at End
of Year
(In thousands)
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
Year ended January 2, 2022 47,594 8,150 ( 4,646 ) 101 51,199
(1) Other amounts primarily relate to the impact of acquisitions, discontinued operations and foreign exchange movements.
Note 9: Inventories
Inventories consisted of the following:
January 2,
2022 January 3,
2021
(In thousands)
Raw materials $ 229,356 $ 205,022
Work in progress 69,744 35,160
Finished goods 325,614 274,385
Total inventories $ 624,714 $ 514,567
Note 10: Property, Plant and Equipment, Net
Property, plant and equipment consisted of the following:
January 2,
2022 January 3,
2021
(In thousands)
At cost:
Land $ 29,793 $ 3,937
Building and leasehold improvements 428,322 291,526
Machinery and equipment 608,658 522,734
Total property, plant and equipment 1,066,773 818,197
Accumulated depreciation ( 521,168 ) ( 449,893 )
Total property, plant and equipment, net $ 545,605 $ 368,304
Depreciation expense on property, plant and equipment for the fiscal years ended January 2, 2022, January 3, 2021 and December 29, 2019 was $ 67.3 million, $ 54.0 million and $ 49.7 million, respectively.
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Note 11: Marketable Securities and Investments
Investments consisted of the following:
January 2,
2022 January 3,
2021
(In thousands)
Marketable securities $ 53,073 $ 2,154
Equity investments 31,514 48,626
$ 84,587 $ 50,780
Marketable securities. Marketable securities include equity and fixed-income securities. The net unrealized holding gain and loss on marketable securities, net of deferred income taxes, reported as a component of other comprehensive income (loss) in the consolidated statements of stockholders' equity, was not material in fiscal years 2021 and 2020. The proceeds from the sales of securities and the related gains and losses are not material for any period presented.
Marketable securities classified as available for sale consisted of the following:
Market Value Gross Unrealized Holding
Cost Gains (Losses)
(In thousands)
January 2, 2022
Equity securities $ 51,418 $ 51,418 $ — $ —
Fixed-income securities 7 7 — —
Other 1,648 1,711 — ( 63 )
$ 53,073 $ 53,136 $ — $ ( 63 )
January 3, 2021
Equity securities $ 203 $ 584 $ — $ ( 381 )
Fixed-income securities 7 7 — —
Other 1,944 2,007 — ( 63 )
$ 2,154 $ 2,598 $ — $ ( 444 )
Equity investments. The Company has equity interests in privately-held entities over which the Company neither has significant influence nor control.
Equity investments without readily determinable fair values as of January 2, 2022 and January 3, 2021 consisted of the following:
January 2,
2022 January 3,
2021
(In thousands)
Equity investments, carried at cost minus impairment, if any $ 30,176 $ 27,438
Equity investments, carried at fair value 1,338 21,188
$ 31,514 $ 48,626
The amount of upward adjustments during fiscal years 2021, 2020 and 2019 were $ 19.6 million, $ 0.04 million and $ 8.2 million, respectively. The cumulative amount of upward adjustments as of January 2, 2022 and January 3, 2021 was $ 27.8 million and $ 8.2 million, respectively. The amount of impairments and downward adjustments during fiscal year 2021 and fiscal year 2019 were $ 0.1 million and $ 4.9 million, respectively. The cumulative amount of impairments and downward adjustments as of January 2, 2022 and January 3, 2021 was $ 5.0 million and $ 4.9 million, respectively.
Note 12: Goodwill and Intangible Assets, Net
The Company tests goodwill and indefinite-lived intangible assets at least annually for possible impairment. Accordingly, the Company completes the annual testing of impairment for goodwill and indefinite-lived intangible assets on the later of
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January 1 or the first day of each fiscal year. In addition to its annual test, the Company regularly evaluates whether events or circumstances have occurred that may indicate a potential impairment of goodwill or indefinite-lived intangible assets.
The process of testing goodwill for impairment involves the determination of the fair value of the applicable reporting units. The test consists of the comparison of the fair value to the carrying value of the reporting unit to determine if the carrying value exceeds the fair value. If the carrying value of the reporting unit exceeds its fair value, an impairment loss in an amount equal to that excess is recognized up to the amount of goodwill. The Company performed its annual impairment testing for its reporting units as of January 4, 2021 , its annual impairment testing date for fiscal year 2021. The Company concluded based on the first step of the process that there was no goodwill impairment, and the fair value exceeded the carrying value by more than 20% for each reporting unit, except for the Company's Tulip reporting unit, which had a fair value that was between 10% and 20% more than its carrying value. While the Company believes that its estimates of current value are reasonable, if actual results differ from the estimates and judgments used, including such items as future cash flows and the volatility inherent in markets which the Company serves, impairment charges against the carrying value of those assets could be required in the future.
Indefinite-lived intangibles are also subject to an annual impairment test. The Company consistently employed the relief from royalty model to estimate the current fair value when testing for impairment of indefinite-lived intangible asset. The impairment test consists of a comparison of the fair value of the indefinite-lived intangible asset with its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss in an amount equal to that excess is recognized up to the amount of the amortizing intangible asset.
The changes in the carrying amount of goodwill for fiscal years 2021 and 2020 are as follows:
Discovery & Analytical Solutions Diagnostics Consolidated
(In thousands)
Balance at December 29, 2019 $ 1,498,820 $ 1,612,407 $ 3,111,227
Foreign currency translation 58,086 62,596 120,682
Acquisitions, earnouts and other 198,981 16,224 215,205
Balance at January 3, 2021 1,755,887 1,691,227 3,447,114
Foreign currency translation ( 51,963 ) ( 40,557 ) ( 92,520 )
Acquisitions, earnouts and other 3,742,310 319,680 4,061,990
Balance at January 2, 2022 $ 5,446,234 $ 1,970,350 $ 7,416,584
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Identifiable intangible asset balances at January 2, 2022 by category and segment were as follows:
Discovery & Analytical Solutions Diagnostics Consolidated
(In thousands)
Patents $ 28,324 $ 2,709 $ 31,033
Less: Accumulated amortization ( 27,961 ) ( 732 ) ( 28,693 )
Net patents 363 1,977 2,340
Trade names and trademarks 91,300 79,683 170,983
Less: Accumulated amortization ( 40,472 ) ( 21,969 ) ( 62,441 )
Net trade names and trademarks 50,828 57,714 108,542
Licenses 59,477 8,410 67,887
Less: Accumulated amortization ( 50,347 ) ( 3,968 ) ( 54,315 )
Net licenses 9,130 4,442 13,572
Core technology 1,314,313 519,864 1,834,177
Less: Accumulated amortization ( 285,477 ) ( 208,833 ) ( 494,310 )
Net core technology 1,028,836 311,031 1,339,867
Customer relationships 2,311,599 884,105 3,195,704
Less: Accumulated amortization ( 307,367 ) ( 366,058 ) ( 673,425 )
Net customer relationships 2,004,232 518,047 2,522,279
IPR&D 5,920 — 5,920
Net amortizable intangible assets 3,099,309 893,211 3,992,520
Indefinite-lived intangible asset:
Trade name 70,584 — 70,584
Total $ 3,169,893 $ 893,211 $ 4,063,104
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Identifiable intangible asset balances at January 3, 2021 by category and segment were as follows:
Discovery & Analytical Solutions Diagnostics Consolidated
(In thousands)
Patents $ 28,146 $ 2,709 $ 30,855
Less: Accumulated amortization ( 27,933 ) ( 507 ) ( 28,440 )
Net patents 213 2,202 2,415
Trade names and trademarks 51,143 47,518 98,661
Less: Accumulated amortization ( 31,859 ) ( 16,947 ) ( 48,806 )
Net trade names and trademarks 19,284 30,571 49,855
Licenses 50,468 8,232 58,700
Less: Accumulated amortization ( 49,317 ) ( 3,135 ) ( 52,452 )
Net licenses 1,151 5,097 6,248
Core technology 456,607 333,192 789,799
Less: Accumulated amortization ( 232,648 ) ( 166,344 ) ( 398,992 )
Net core technology 223,959 166,848 390,807
Customer relationships 475,748 881,912 1,357,660
Less: Accumulated amortization ( 239,428 ) ( 283,392 ) ( 522,820 )
Net customer relationships 236,320 598,520 834,840
IPR&D 10,944 — 10,944
Net amortizable intangible assets 491,871 803,238 1,295,109
Indefinite-lived intangible asset:
Trade name 70,584 — 70,584
Total $ 562,455 $ 803,238 $ 1,365,693
Total amortization expense related to definite-lived intangible assets was $ 290.2 million in fiscal year 2021, $ 192.6 million in fiscal year 2020 and $ 164.3 million in fiscal year 2019. Estimated amortization expense related to definite-lived intangible assets for each of the next five years is $ 413.6 million in fiscal year 2022, $ 402.8 million in fiscal year 2023, $ 391.0 million in fiscal year 2024, $ 363.5 million in fiscal year 2025, and $ 349.6 million in fiscal year 2026.
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Note 13: Debt
The Company’s debt consisted of the following:
January 2,
2022
Outstanding Principal Unamortized Debt Discount
Unamortized Debt Issuance Costs
Net Carrying Amount
(In thousands)
Long-Term Debt:
Senior Unsecured Revolving Credit Facility $ — $ — $ ( 3,362 ) $ ( 3,362 )
Unsecured Term Loan Credit Facility 500,000 ( 14 ) ( 658 ) 499,328
0.550% Senior Unsecured Notes due in 2023 500,000 ( 152 ) ( 2,093 ) 497,755
0.850% Senior Unsecured Notes due in 2024 800,000 ( 447 ) ( 4,945 ) 794,608
1.875% Senior Unsecured Notes due in 2026 ("2026 Notes") 568,600 ( 2,538 ) ( 2,280 ) 563,782
1.900% Senior Unsecured Notes due in 2028 500,000 ( 348 ) ( 4,200 ) 495,452
3.3% Senior Unsecured Notes due in 2029 ("2029 Notes") 850,000 ( 2,252 ) ( 6,234 ) 841,514
2.55% Senior Unsecured Notes due in 2031 400,000 ( 126 ) ( 3,294 ) 396,580
2.250% Senior Unsecured Notes due in 2031 500,000 ( 1,485 ) ( 4,380 ) 494,135
3.625% Senior Unsecured Notes due in 2051 400,000 ( 4 ) ( 4,335 ) 395,661
Other Debt Facilities, non-current 4,284 — — 4,284
Total Long-Term Debt 5,022,884 ( 7,366 ) ( 35,781 ) 4,979,737
Current Portion of Long-term Debt:
Other Debt Facilities, current 4,240 — — 4,240
Total Debt $ 5,027,124 $ ( 7,366 ) $ ( 35,781 ) $ 4,983,977
January 3,
2021
Outstanding Principal Unamortized Debt Discount
Unamortized Debt Issuance Costs
Net Carrying Amount
(In thousands)
Long-Term Debt:
Senior Unsecured Revolving Credit Facility $ 158,595 $ — $ ( 2,621 ) $ 155,974
2026 Notes 610,750 ( 3,253 ) ( 2,782 ) 604,715
2029 Notes 850,000 ( 2,496 ) ( 6,908 ) 840,596
Other Debt Facilities, non-current 8,416 — — 8,416
Total Long-Term Debt 1,627,761 ( 5,749 ) ( 12,311 ) 1,609,701
Current Portion of Long-term Debt:
0.6% Senior Unsecured Notes due in 2021 ("2021 Notes") 366,450 ( 16 ) ( 229 ) 366,205
Other Debt Facilities, current 14,743 — — 14,743
Total Current Portion of Long-Term Debt 381,193 ( 16 ) ( 229 ) 380,948
Total Debt $ 2,008,954 $ ( 5,765 ) $ ( 12,540 ) $ 1,990,649
Senior Unsecured Revolving Credit Facility. On August 24, 2021, the Company terminated its previous senior unsecured revolving credit facility and entered into a new senior unsecured revolving credit facility with a five-year term and a borrowing capacity of $ 1.5 billion available through August 24, 2026. As of January 2, 2022, undrawn letters of credit in the aggregate amount of $ 11.0 million were treated as issued and outstanding when calculating the borrowing availability under the facility. As of January 2, 2022, the Company had $ 1.49 billion available for additional borrowing under the facility. Borrowings will bear interest, payable quarterly or, if earlier, at the end of any interest period, at the Company's option at either (a) the base rate
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(as defined in the credit agreement), or (b) the eurocurrency rate (a publicly published rate), in each case plus a percentage spread based on the credit rating of the Company's debt. The base rate is the highest of (a) the Federal Funds Rate (as defined in the credit agreement) plus 0.50 %, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate," and (c) the Eurocurrency Rate plus 1.00 % . T he credit agreement for the new facility contains customary affirmative, negative and financial covenants and events of default. The financial covenants include a debt-to-capital ratio that remains applicable for so long as the Company's debt is rated as investment grade. In the event that the Company's debt is not rated as investment grade, the debt-to-capital ratio covenant is replaced with leverage ratio and interest coverage ratio covenants.
Unsecured Term Loan Credit Facility. The Company ente red into an unsecured delayed draw term loan credit facility on August 11, 2021 that provided for $ 500.0 million of term loans available through the earlier of (i) the consummation of the Company's acquisition of BioLegend (with such transaction acquiring BioLegend being the “Acquisition”) and (ii) the date that is five (5) business days after October 25, 2021, and as could be extended through January 31, 2022 in the event that the outside date under the definitive agreement with respect to the Acquisition was extended. On September 16, 2021, the Company borrowed the full $ 500.0 million from the term loan facility and used the proceeds to partially fund the Acquisition. The interest rates under the senior unsecured term loan credit facility are at either (a) the base rate, as described in the credit agreement, or (b) the eurocurrency rate (a publicly published rate), in each case plus a percentage spread based on the credit rating of the Company’s debt. The base rate is the highest of (a) the Federal Funds Rate (as defined in the credit agreement) plus 0.50 %, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate," and (c) the Eurocurrency Rate plus 1.00 % . The Eurocurrency margin as of January 2, 2022 was 113.0 basis points. The weighted average Eurocurrency interest rate as of January 2, 2022 was 0.10 %, resulting in a weighted average effective Eurocurrency Rate, including the margin, of 1.23 %, which was the interest applicable to the borrowings outstanding as of January 2, 2022. The credit agreement for the facility contains customary affirmative, negative and financial covenants and events of defaults which are substantially similar to those contained in the senior unsecured revolving credit facility.
Senior Unsecured Notes. On September 10, 2021, the Company issued the following notes:
• $ 500.0 million aggregate principal amount of 0.550 % senior unsecured notes due in 2023 (the "2023 Notes”),
• $ 800.0 million aggregate principal amount of 0.850 % senior unsecured notes due in 2024 (the "2024 Notes”),
• $ 500.0 million aggregate principal amount of 1.900 % senior unsecured notes due in 2028 (the "2028 Notes”), and
• $ 500.0 million aggregate principal amount of 2.250 % senior unsecured notes due in September 2031 (the "September 2031 Notes”).
On March 8, 2021, the Company issued the following notes:
• $ 400.0 million aggregate principal amount of 2.550 % senior unsecured notes due in March 2031 (the "March 2031 Notes”), and
• $ 400.0 million aggregate principal amount of 3.625 % senior unsecured notes due in 2051 (the "2051 Notes”).
Interest on each series of notes is payable semi-annually on March 15th and September 15th each year. The notes include optional redemption features, which allow the Company to redeem the notes, at the Company's option and subject to terms, conditions and limitations specified in the indentures governing the notes, at redemption prices set forth in the indentures governing the notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Upon a change of control repurchase event (as defined in the indentures governing the notes) of the Company, the Company will, in certain circumstances, make an offer to repurchase the notes at a price equal to 101 % of their principal amount plus any accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes the maturities of the Company’s indebtedness as of January 2, 2022:
2022 2023 2024 2025 2026 2027 and thereafter Total before unamortized discount and debt issuance costs Unamortized discount and debt issuance costs Total
(In thousands)
Senior Unsecured Revolving Credit Facility $ — $ — $ — $ — $ — $ — $ — $ ( 3,362 ) $ ( 3,362 )
Unsecured Term Loan Credit Facility
— — 500,000 — — — 500,000 ( 672 ) 499,328
2023 Notes — 500,000 — — — — 500,000 ( 2,245 ) 497,755
2024 Notes — — 800,000 — — — 800,000 ( 5,392 ) 794,608
2026 Notes — — — — 568,600 — 568,600 ( 4,818 ) 563,782
2028 Notes — — — — — 500,000 500,000 ( 4,548 ) 495,452
2029 Notes — — — — — 850,000 850,000 ( 8,486 ) 841,514
March 2031 Notes — — — — — 400,000 400,000 ( 3,420 ) 396,580
September 2031 Notes — — — — — 500,000 500,000 ( 5,865 ) 494,135
2051 Notes — — — — — 400,000 400,000 ( 4,339 ) 395,661
Other Debt Facilities 4,240 2,530 1,277 214 123 140 8,524 — 8,524
Total $ 4,240 $ 502,530 $ 1,301,277 $ 214 $ 568,723 $ 2,650,140 $ 5,027,124 $ ( 43,147 ) $ 4,983,977
Note 14: Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
January 2,
2022 January 3,
2021
(In thousands)
Payroll and incentives $ 106,338 $ 96,502
Employee benefits 54,058 47,489
Deferred revenue 226,331 206,494
Federal, non-U.S. and state income taxes 90,963 97,406
Operating lease liabilities
40,567 40,330
Contract liabilities
77,178 189,718
Other accrued operating expenses 258,611 265,977
Total accrued expenses and other current liabilities $ 854,046 $ 943,916
Note 15: Employee Benefit Plans
Savings Plan: The Company has a 401(k) Savings Plan for the benefit of all qualified U.S. employees, with such employees receiving matching contributions in the amount equal to 100.0 % of the first 5.0 % of eligible compensation up to applicable Internal Revenue Service limits. Savings plan expense was $ 16.5 million in fiscal year 2021, $ 14.1 million in fiscal year 2020, and $ 13.6 million in fiscal year 2019.
Pension Plans: The Company has a defined benefit pension plan covering certain U.S. employees and non-U.S. pension plans for certain non-U.S. employees. The principal U.S. defined benefit pension plan was closed to new hires effective January 31, 2001, and benefits for those employed by the Company’s former Life Sciences business were frozen as of that date. Plan benefits were frozen as of March 2003 for those employed by the Company’s former Analytical Instruments business and corporate employees. Plan benefits were frozen as of January 31, 2011 for all remaining employees that were still actively
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
accruing in the plan. The plans provide benefits that are based on an employee’s years of service and compensation near retirement.
Net periodic pension cost for U.S. and non-U.S. plans included the following components for fiscal years ended:
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Service and administrative costs $ 5,174 $ 7,414 $ 6,598
Interest cost 9,440 12,876 16,546
Expected return on plan assets ( 24,417 ) ( 21,786 ) ( 24,561 )
Actuarial (gain) loss ( 19,514 ) 20,291 27,134
Curtailment gain — — ( 1,547 )
Amortization of prior service credit — — ( 152 )
Net periodic pension (credit) cost $ ( 29,317 ) $ 18,795 $ 24,018
The Company recognizes actuarial gains and losses, unless an interim remeasurement is required, in the fourth quarter of the year in which the gains and losses occur. Such adjustments for gains and losses are primarily driven by events and circumstances beyond the Company's control, including changes in interest rates, the performance of the financial markets and mortality assumptions. Actuarial gains and losses, including other components of periodic pension cost, are recognized in the line item "Interest and other expense, net" in the consolidated statements of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table sets forth the changes in the funded status of the principal U.S. pension plan and the principal non-U.S. pension plans and the amounts recognized in the Company’s consolidated balance sheets as of January 2, 2022 and January 3, 2021.
January 2, 2022 January 3, 2021
Non-U.S. U.S. Non-U.S. U.S.
(In thousands)
Actuarial present value of benefit obligations:
Accumulated benefit obligations $ 337,454 $ 299,826 $ 392,948 $ 317,679
Change in benefit obligations:
Projected benefit obligations at beginning of year $ 395,339 $ 317,679 $ 341,455 $ 304,710
Service and administrative costs 4,924 250 5,314 2,100
Interest cost 2,632 6,808 3,991 8,885
Benefits paid and plan expenses ( 15,299 ) ( 18,693 ) ( 15,823 ) ( 20,510 )
Participants’ contributions — — 37 —
Business acquisitions — — ( 120 ) —
Actuarial (gains) losses ( 30,705 ) ( 6,218 ) 35,910 22,494
Effect of exchange rate changes ( 17,501 ) — 24,575 —
Projected benefit obligations at end of year $ 339,390 $ 299,826 $ 395,339 $ 317,679
Change in plan assets:
Fair value of plan assets at beginning of year $ 204,744 $ 268,686 $ 179,860 $ 254,450
Actual return on plan assets ( 13,115 ) 20,123 25,153 34,746
Benefits paid and plan expenses ( 15,299 ) ( 18,693 ) ( 15,823 ) ( 20,510 )
Employer’s contributions 6,851 20,000 7,506 —
Participants’ contributions — — 37 —
Effect of exchange rate changes ( 1,992 ) — 8,011 —
Fair value of plan assets at end of year $ 181,189 $ 290,116 $ 204,744 $ 268,686
Net liabilities recognized in the consolidated balance sheets $ ( 158,201 ) $ ( 9,710 ) $ ( 190,595 ) $ ( 48,993 )
Net amounts recognized in the consolidated balance sheets consist of:
Other assets $ 33,084 $ — $ 36,295 $ —
Current liabilities ( 6,966 ) — ( 7,597 ) —
Long-term liabilities ( 184,319 ) ( 9,710 ) ( 219,293 ) ( 48,993 )
Net liabilities recognized in the consolidated balance sheets $ ( 158,201 ) $ ( 9,710 ) $ ( 190,595 ) $ ( 48,993 )
Actuarial assumptions as of the year-end measurement date:
Discount rate 1.41 % 2.44 % 0.92 % 2.21 %
Rate of compensation increase 2.78 % None 2.78 % None
Actuarial assumptions used to determine net periodic pension cost during the year were as follows:
January 2, 2022 January 3, 2021 December 29, 2019
Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S.
Discount rate 0.92 % 2.21 % 1.34 % 3.01 % 2.07 % 4.05 %
Rate of compensation increase 2.78 % None 3.36 % None 3.48 % None
Expected rate of return on assets 2.10 % 7.25 % 2.20 % 7.25 % 5.30 % 7.25 %
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table provides a breakdown of the non-U.S. benefit obligations and fair value of assets for pension plans that have benefit obligations in excess of plan assets:
January 2,
2022 January 3,
2021
(In thousands)
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
Projected benefit obligations $ 191,285 $ 226,890
Fair value of plan assets — —
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets
Accumulated benefit obligations $ 189,349 $ 224,499
Fair value of plan assets — —
Assets of the defined benefit pension plans are primarily equity and debt securities. Asset allocations as of January 2, 2022 and January 3, 2021, and target asset allocations for fiscal year 2022 are as follows:
Target Allocation Percentage of Plan Assets at
January 1, 2023 January 2, 2022 January 3, 2021
Asset Category Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S.
Equity securities 0-5% 40-60% — % 46 % — % 45 %
Debt securities 0-5% 40-60% — % 54 % 88 % 55 %
Other 95-100% 0-10% 100 % — % 12 % — %
Total 100 % 100 % 100 % 100 % 100 % 100 %
The Company maintains target allocation percentages among various asset classes based on investment policies established for the pension plans which are designed to maximize the total rate of return (income and appreciation) after inflation within the limits of prudent risk taking, while providing for adequate near-term liquidity for benefit payments.
The Company’s expected rate of return on assets assumptions are derived from management’s estimates, as well as other information compiled by management, including studies that utilize customary procedures and techniques. The studies include a review of anticipated future long-term performance of individual asset classes and consideration of the appropriate asset allocation strategy given the anticipated requirements of the plans to determine the average rate of earnings expected on the funds invested to provide for the pension plans benefits. While the study gives appropriate consideration to recent fund performance and historical returns, the assumption is primarily a long-term, prospective rate.
The Company's discount rate assumptions are derived from a range of factors, including a yield curve for certain plans, composed of the rates of return on high-quality fixed-income corporate bonds available at the measurement date and the related expected duration for the obligations, and a bond matching approach for certain plans.
The target allocations for plan assets are listed in the above table. Equity securities primarily include investments in large-cap and mid-cap companies located in the United States and abroad, and equity index funds. Debt securities include corporate bonds of companies from diversified industries, high-yield bonds, and U.S. government securities. Other types of investments include investments in non-U.S. government index linked bonds, multi-strategy hedge funds and venture capital funds that follow several different strategies.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The fair value of the Company’s pension plan assets as of January 2, 2022 and January 3, 2021 by asset category, classified in the three levels of inputs described in Note 20 to the consolidated financial statements are as follows:
Fair Value Measurements at January 2, 2022 Using:
Total Carrying
Value at
January 2, 2022 Quoted Prices in
Active Markets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(In thousands)
Cash $ 22,241 $ 22,241 $ — $ —
Equity securities:
U.S. large-cap 91,601 91,601 — —
International large-cap value 29,803 29,803 — —
Emerging markets growth 12,603 12,603 — —
Foreign real estate funds — — — —
Fixed income securities:
Corporate and U.S. debt instruments 133,727 41,725 92,002 —
Short-term corporate bonds 15,650 — 15,650 —
Other types of investments:
Foreign liability driven instrument 165,680 — — 165,680
Total assets measured at fair value $ 471,305 $ 197,973 $ 107,652 $ 165,680
Fair Value Measurements at January 3, 2021 Using:
Total Carrying
Value at
January 3, 2021 Quoted Prices in
Active Markets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(In thousands)
Cash $ 6,363 $ 6,363 $ — $ —
Equity Securities:
U.S. large-cap 78,234 78,234 — —
International large-cap value 28,315 28,315 — —
Emerging markets growth 13,594 13,594 — —
Foreign real estate funds 23,259 — — 23,259
Fixed income securities:
Non-U.S. Treasury Securities 106,315 — 106,315 —
Corporate and U.S. debt instruments 140,349 43,500 96,849 —
Corporate bonds 35,816 — 35,816 —
High yield bond funds 2,954 2,954 — —
Other types of investments:
Non-U.S. government index linked bonds 38,231 — 38,231 —
Total assets measured at fair value $ 473,430 $ 172,960 $ 277,211 $ 23,259
Valuation Techniques: Valuation techniques utilized need to maximize the use of observable inputs and minimize the use of unobservable inputs. There have been no changes in the methodologies utilized at January 2, 2022 compared to January 3, 2021. The following is a description of the valuation techniques utilized to measure the fair value of the assets shown in the table above.
Equity Securities: Shares of registered investment companies that are publicly traded are categorized as Level 1 assets; they are valued at quoted market prices that represent the net asset value of the fund. These instruments have active markets.
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Equity index funds are mutual funds that are not publicly traded and are comprised primarily of underlying equity securities that are publicly traded on exchanges. Price quotes for the assets held by these funds are readily observable and available. Equity index funds are categorized as Level 2 assets.
Fixed Income Securities: Fixed income mutual funds that are publicly traded are valued at quoted market prices that represent the net asset value of securities held by the fund and are categorized as Level 1 assets.
Fixed income index funds that are not publicly traded are stated at net asset value as determined by the issuer of the fund based on the fair value of the underlying investments and are categorized as Level 2 assets.
Individual fixed income bonds are categorized as Level 2 assets except where sufficient quoted prices exist in active markets, in which case such securities are categorized as Level 1 assets. These securities are valued using third-party pricing services. These services may use, for example, model-based pricing methods that utilize observable market data as inputs. Broker dealer bids or quotes of securities with similar characteristics may also be used.
Other Types of Investments: Non-U.S. government index link bond funds are not publicly traded and are stated at net asset value as determined by the issuer of the fund based on the fair value of the underlying investments. Underlying investments consist of bonds in which payment of income on the principal is related to a specific price index and are categorized as Level 2 assets.
Hedge funds, private equity funds, foreign real estate funds and venture capital funds are valued at fair value by using the net asset values provided by the investment managers and are updated, if necessary, using analytical procedures, appraisals, public market data and/or inquiry of the investment managers. The net asset values are determined based upon the fair values of the underlying investments in the funds. These other investments invest primarily in readily available marketable securities and allocate gains, losses, and expense to the investor based on the ownership percentage as described in the fund agreements. They are categorized as Level 3 assets.
In September 2021, the Company’s UK pension scheme executed a buy-in contract with Phoenix Life LTD (''Phoenix"), under which the Company made an upfront payment to Phoenix in exchange for Phoenix agreeing to make the benefit payments under the Company’s UK pension scheme due to specified participants and their beneficiaries, thus transferring most of the investment and longevity risk associated with the covered participants and beneficiaries from the Company to Phoenix. This buy-in contract can be considered a liability-driven investment (''LDI") solution that hedges not only the investment risk but also the longevity risk under the Company’s UK pension scheme. Like other LDI solutions, it does not eliminate ongoing administrative costs .
The Company's policy is to recognize significant transfers between levels at the actual date of the event.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A reconciliation of the beginning and ending Level 3 assets for fiscal years 2021, 2020 and 2019 is as follows:
Fair Value Measurements Using
Significant Unobservable Inputs
(Level 3):
Foreign liability driven investment Foreign
Real Estate
Funds Multi-strategy
Hedge
Funds Total
(In thousands)
Balance at December 30, 2018 $ — $ 22,196 $ 16,934 $ 39,130
Sales — — ( 15,586 ) ( 15,586 )
Realized gains — — 4,175 4,175
Unrealized gains (losses) — 492 ( 3,802 ) ( 3,310 )
Balance at December 29, 2019 — 22,688 1,721 24,409
Sales — — ( 1,721 ) ( 1,721 )
Unrealized gains — 571 — 571
Balance at January 3, 2021 — 23,259 — 23,259
Sales — ( 23,115 ) — ( 23,115 )
Realized losses — ( 226 ) — ( 226 )
Realized gains — 82 — 82
Purchases 165,680 — — 165,680
Balance at January 2, 2022 $ 165,680 $ — $ — $ 165,680
With respect to plans outside of the United States, the Company expects to contribute $ 7.0 million in the aggregate during fiscal year 2022. During fiscal years 2021, 2020 and 2019, the Company contributed $ 6.9 million, $ 7.5 million and $ 8.2 million in the aggregate, respectively, to pension plans outside of the United States. During fiscal year 2021, the Company contributed $ 20.0 million to its defined benefit pension plan in the United States for the plan year 2019.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:
Non-U.S. U.S.
(In thousands)
2022 $ 12,538 $ 19,419
2023 12,791 19,459
2024 13,461 19,427
2025 13,504 19,368
2026 13,898 19,184
2027-2031 68,663 90,272
The Company also sponsors a supplemental executive retirement plan to provide senior management with benefits in excess of normal pension benefits. Effective July 31, 2000, this plan was closed to new entrants. At January 2, 2022 and January 3, 2021, the projected benefit obligations were $ 24.1 million and $ 25.9 million, respectively. Assets with a fair value of $ 1.6 million and $ 1.9 million, segregated in a trust (which is included in marketable securities and investments on the consolidated balance sheets), were available to meet this obligation as of January 2, 2022 and January 3, 2021, respectively. Pension expenses and income for this plan netted to expense of $ 0.2 million in fiscal year 2021, expense of $ 2.1 million in fiscal year 2020 and expense of $ 4.8 million in fiscal year 2019.
Postretirement Medical Plans: The Company provides healthcare benefits for eligible retired U.S. employees under a comprehensive major medical plan or under health maintenance organizations where available. Eligible U.S. employees qualify for retiree health benefits if they retire directly from the Company and have at least ten years of service. Generally, the major medical plan pays stated percentages of covered expenses after a deductible is met and takes into consideration payments by other group coverage and by Medicare. The plan requires retiree contributions under most circumstances and has provisions for cost-sharing charges. Effective January 1, 2000, this plan was closed to new hires. For employees retiring after 1991, the Company has capped its medical premium contribution based on employees’ years of service. The Company funds the amount allowable under a 401(h) provision in the Company’s defined benefit pension plan. Assets of the plan are primarily equity and
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debt securities and are available only to pay retiree health benefits. The costs of these plans are not material and the net assets in the plans totaled $ 20.7 million and $ 19.0 million at January 2, 2022 and January 3, 2021, respectively.
Deferred Compensation Plans: During fiscal year 1998, the Company implemented a nonqualified deferred compensation plan that provides benefits payable to officers and certain key employees or their designated beneficiaries at specified future dates, or upon retirement or death. The plan was amended to eliminate deferral elections, with the exception of Company 401(k) excess contributions for eligible participants, for plan years beginning January 1, 2011. Benefit payments under the plan are funded by contributions from participants, and for certain participants, contributions by the Company. The obligations related to the deferred compensation plan totaled $ 0.3 million and $ 0.6 million as of January 2, 2022 and January 3, 2021, respectively.
Note 16: Contingencies
The Company is conducting a number of environmental investigations and remedial actions at current and former locations of the Company and, along with other companies, has been named a potentially responsible party (“PRP”) for certain waste disposal sites. The Company accrues for environmental issues in the accounting period that the Company's responsibility is established and when the cost can be reasonably estimated. The Company has accrued $ 11.9 million and $ 12.9 million as of January 2, 2022 and January 3, 2021, respectively, in accrued expenses and other current liabilities, which represents its management’s estimate of the cost of the remediation of known environmental matters, and does not include any potential liability for related personal injury or property damage claims. The Company's environmental accrual is not discounted and does not reflect the recovery of any material amounts through insurance or indemnification arrangements. The cost estimates are subject to a number of variables, including the stage of the environmental investigations, the magnitude of the possible contamination, the nature of the potential remedies, possible joint and several liability, the time period over which remediation may occur, and the possible effects of changing laws and regulations. For sites where the Company has been named a PRP, management does not currently anticipate any additional liability to result from the inability of other significant named parties to contribute. The Company expects that the majority of such accrued amounts could be paid out over a period of up to ten years. As assessment and remediation activities progress at each individual site, these liabilities are reviewed and adjusted to reflect additional information as it becomes available. There have been no environmental problems to date that have had, or are expected to have, a material adverse effect on the Company’s consolidated financial statements. While it is possible that a loss exceeding the amounts recorded in the consolidated financial statements may be incurred, the potential exposure is not expected to be materially different from those amounts recorded.
The Company is subject to various claims, legal proceedings and investigations covering a wide range of matters that arise in the ordinary course of its business activities. Although the Company has established accruals for potential losses that it believes are probable and reasonably estimable, in the opinion of the Company’s management, based on its review of the information available at this time, the total cost of resolving these contingencies at January 2, 2022 should not have a material adverse effect on the Company’s consolidated financial statements. However, each of these matters is subject to uncertainties, and it is possible that some of these matters may be resolved unfavorably to the Company.
Note 17: Stock Plans
Stock-Based Compensation:
The Company’s 2019 Incentive Plan (the “2019 Plan”) authorizes the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash awards as part of the Company’s compensation programs. The 2019 Plan replaced the Company’s 2009 Incentive Plan (the “2009 Plan”). Upon shareholder approval of the 2019 Plan, 6.25 million shares of the Company’s common stock, as well as shares of the Company’s common stock previously granted under the 2009 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price subject to a contractual repurchase right, became available for grant under the 2019 Plan. Awards granted under the 2009 Plan prior to its expiration remain outstanding. As part of the Company’s compensation programs, the Company also offers shares of its common stock under its Employee Stock Purchase Plan.
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The following table summarizes total pre-tax compensation expense recognized related to the Company’s stock options, restricted stock, restricted stock units, performance restricted stock units, performance units and stock grants, included in the Company’s consolidated statements of operations for fiscal years 2021, 2020 and 2019:
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Cost of product and service revenue $ 3,706 $ 1,388 $ 1,620
Research and development expenses 2,759 1,228 1,061
Selling, general and administrative expenses 26,315 26,510 28,833
Total stock-based compensation expense $ 32,780 $ 29,126 $ 31,514
The total income tax benefit recognized in the consolidated statements of operations for stock-based compensation was $ 14.0 million in fiscal year 2021, $ 17.2 million in fiscal year 2020 and $ 11.6 million in fiscal year 2019. Stock-based compensation costs capitalized as part of inventory were immaterial in all periods presented.
Stock Options: The Company has granted options to purchase common shares at prices equal to the market price of the common shares on the date the option is granted. Conditions of vesting are determined at the time of grant. Options are generally exercisable in equal annual installments over a period of three years , and will generally expire seven years after the date of grant. Options replaced in association with business combination transactions are generally issued with the same terms of the respective plans under which they were originally issued.
The fair value of each option grant is estimated using the Black-Scholes option pricing model. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the historical and implied volatility of the Company’s stock. The average expected life was based on the contractual term of the option and historic exercise experience. The risk-free interest rate is based on United States Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The Company’s weighted-average assumptions used in the Black-Scholes option pricing model were as follows for the fiscal years ended:
January 2,
2022 January 3,
2021 December 29,
2019
Risk-free interest rate 0.9 % 0.9 % 2.5 %
Expected dividend yield 0.2 % 0.3 % 0.3 %
Expected lives 5 years 5 years 5 years
Expected stock volatility 27.3 % 23.8 % 22.8 %
The following table summarizes stock option activity for the fiscal year ended January 2, 2022:
Number
of
Shares Weighted-
Average Exercise
Price
(Shares in thousands)
Outstanding at beginning of year 961 $ 74.40
Granted 625 159.65
Exercised ( 359 ) 70.44
Forfeited ( 35 ) 107.70
Outstanding at end of year 1,192 $ 119.33
Exercisable at end of year 383 $ 70.27
The aggregate intrinsic value for stock options outstanding at January 2, 2022 was $ 97.4 million with a weighted-average remaining contractual term of 5.1 years. The aggregate intrinsic value for stock options exercisable at January 2, 2022 was $ 50.1 million with a weighted-average remaining contractual term of 3.0 years. At January 2, 2022, there were 1.2 million stock options that were vested and expected to vest in the future, with an aggregate intrinsic value of $ 97.4 million and a weighted-average remaining contractual term of 5.1 years.
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The weighted-average grant-date fair value of options granted during fiscal years 2021, 2020 and 2019 was $ 40.00 , $ 18.98 , and $ 22.63 per share, respectively. The total intrinsic value of options exercised during fiscal years 2021, 2020 and 2019 was $ 32.4 million, $ 51.1 million, and $ 19.1 million, respectively. Cash received from option exercises for fiscal years 2021, 2020 and 2019 was $ 25.1 million, $ 37.7 million, and $ 19.7 million, respectively. The total compensation expense recognized related to the Company’s outstanding options was $ 6.3 million in fiscal year 2021, $ 3.6 million in fiscal year 2020 and $ 6.7 million in fiscal year 2019.
There was $ 22.5 million of total unrecognized compensation cost related to nonvested stock options granted as of January 2, 2022. This cost is expected to be recognized over a weighted-average period of 2.5 years.
Restricted Stock Awards: The Company has awarded shares of restricted stock and restricted stock units to certain employees and non-employee directors at no cost to them, which cannot be sold, assigned, transferred or pledged during the restriction period. The restricted stock and restricted stock units vest through the passage of time, assuming continued employment. The fair value of the award at the time of the grant is expensed on a straight line basis primarily in selling, general and administrative expenses over the vesting period, which is generally 3 years. Recipients of the restricted stock have the right to vote such shares and receive dividends.
The following table summarizes restricted stock award activity for the fiscal year ended January 2, 2022:
Number
of
Shares Weighted-
Average
Grant-
Date Fair
Value
(Shares in thousands)
Nonvested at beginning of year 296 $ 85.67
Granted 508 159.60
Vested ( 140 ) 82.93
Forfeited ( 27 ) 99.56
Nonvested at end of year 637 $ 144.62
The fair value of restricted stock awards vested during fiscal years 2021, 2020 and 2019 was $ 11.6 million, $ 14.0 million, and $ 12.0 million, respectively. The total compensation expense recognized related to the restricted stock awards was $ 18.8 million in fiscal year 2021, $ 10.8 million in fiscal year 2020 and $ 12.7 million in fiscal year 2019.
As of January 2, 2022, there was $ 72.3 million of total unrecognized compensation cost, related to nonvested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 1.9 years.
Employee Stock Purchase Plan:
In April 1999, the Company’s shareholders approved the 1998 Employee Stock Purchase Plan. In April 2005, the Compensation and Benefits Committee of the Company's Board of Directors (the "Board") voted to amend the Employee Stock Purchase Plan, effective July 1, 2005, whereby participating employees have the right to purchase common stock at a price equal to 95 % of the closing price on the last day of each six-month offering period. The number of shares which an employee may purchase, subject to certain aggregate limits, is determined by the employee’s voluntary contribution, which may not exceed 10 % of the employee’s base compensation. During fiscal year 2021, the Company issued 21,578 shares of common stock under the Company’s Employee Stock Purchase Plan at a weighted-average price of $ 168.11 per share. During fiscal year 2020, the Company issued 38,727 shares under this plan at a weighted-average price of $ 105.23 per share. During fiscal year 2019, the Company issued 33,843 shares under this plan at a weighted-average price of $ 82.25 per share. At January 2, 2022 there remains available for sale to employees an aggregate of 0.8 million shares of the Company’s common stock out of the 5.0 million shares authorized by shareholders for issuance under this plan.
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Note 18: Stockholders’ Equity
Comprehensive Income:
The components of accumulated other comprehensive (loss) income consisted of the following:
Foreign
Currency
Translation
Adjustment,
net of tax Unrecognized
Prior Service
Costs, net of
tax Unrealized
(Losses)
Gains on
Securities,
net of tax Accumulated
Other
Comprehensive
Income (Loss)
(In thousands)
Balance, December 30, 2018 $ ( 176,459 ) $ 245 $ ( 267 ) $ ( 176,481 )
Current year change ( 23,978 ) 807 6 ( 23,165 )
Balance, December 29, 2019 ( 200,437 ) 1,052 ( 261 ) ( 199,646 )
Current year change 169,500 ( 1,799 ) ( 16 ) 167,685
Balance, January 3, 2021 ( 30,937 ) ( 747 ) ( 277 ) ( 31,961 )
Current year change ( 130,873 ) ( 95 ) 237 ( 130,731 )
Balance, January 2, 2022 $ ( 161,810 ) $ ( 842 ) $ ( 40 ) $ ( 162,692 )
During fiscal years 2021, 2020 and 2019, pre-tax pension credit (cost) of $ 0.1 million, $( 1.8 ) million, and $ 0.8 million, respectively, was reclassified from accumulated other comprehensive income into selling, general and administrative expenses as a component of net periodic pension cost.
Stock Repurchases:
On July 31, 2020, the Board authorized the Company to repurchase shares of common stock for an aggregate amount up to $ 250.0 million under a stock repurchase program (the "Repurchase Program"). The Repurchase Program will expire on July 27, 2022 unless terminated earlier by the Board and may be suspended or discontinued at any time. During fiscal year 2021, the Company repurchased 433,000 shares of common stock under the Repurchase Program at an aggregate cost of $ 62.6 million. As of January 2, 2022, $ 187.4 million remained available for aggregate repurchases of shares under the Repurchase Program.
In addition, the Board has authorized the Company to repurchase shares of common stock to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock awards and restricted stock unit awards granted pursuant to the Company’s equity incentive plans and to satisfy obligations related to the exercise of stock options made pursuant to the Company's equity incentive plans. During fiscal year 2021, the Company repurchased 71,248 shares of common stock for this purpose at an aggregate cost of $ 10.5 million. During fiscal year 2020, the Company repurchased 72,251 shares of common stock for this purpose at an aggregate cost of $ 6.9 million. During fiscal year 2019, the Company repurchased 68,536 shares of common stock for this purpose at an aggregate cost of $ 6.3 million. The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value.
Dividends:
The Board declared a regular quarterly cash dividend of $ 0.07 per share in each quarter of fiscal years 2021 and 2020. At January 2, 2022, the Company had accrued $ 8.8 million for a dividend declared in October 2021 for the fourth quarter of fiscal year 2021 that was paid in February 2022. On January 27, 2022 , the Company announced that the Board had declared a quarterly dividend of $ 0.07 per share for the first quarter of fiscal year 2022 that will be payable in May 2022. In the future, the Board may determine to reduce or eliminate the Company’s common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.
Note 19: Derivatives and Hedging Activities
The Company uses derivative instruments as part of its risk management strategy only, and includes derivatives utilized as economic hedges that are not designated as hedging instruments. By nature, all financial instruments involve market and credit risks. The Company enters into derivative instruments with major investment grade financial institutions and has policies to monitor the credit risk of those counterparties. The Company does not enter into derivative contracts for trading or other speculative purposes, nor does the Company use leveraged financial instruments. Approximately 60 % of the Company’s
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business is conducted outside of the United States, generally in foreign currencies. As a result, fluctuations in foreign currency exchange rates can increase the costs of financing, investing and operating the business.
In the ordinary course of business, the Company enters into foreign exchange contracts for periods consistent with its committed exposures to mitigate the effect of foreign currency movements on transactions denominated in foreign currencies. The intent of these economic hedges is to offset gains and losses that occur on the underlying exposures from these currencies, with gains and losses resulting from the forward currency contracts that hedge these exposures. Transactions covered by hedge contracts include intercompany and third-party receivables and payables. The contracts are primarily in European and Asian currencies, have maturities that do not exceed 12 months, have no cash requirements until maturity, and are recorded at fair value on the Company’s consolidated balance sheets. The unrealized gains and losses on the Company’s foreign currency contracts are recognized immediately in interest and other expense, net. The cash flows related to the settlement of these hedges are included in cash flows from operating activities within the Company’s consolidated statements of cash flows.
Principal hedged currencies include the Australian Dollar, British Pound, Euro, Indian Rupee, Singapore Dollar and Swedish Krona. The Company held forward foreign exchange contracts, designated as economic hedges, with U.S. dollar equivalent notional amounts totaling $ 371.9 million at January 2, 2022, $ 808.0 million at January 3, 2021, and $ 277.6 million at December 29, 2019, and the fair value of these foreign currency derivative contracts was insignificant. The gains and losses realized on these foreign currency derivative contracts are not material. The duration of these contracts was generally 30 days or less during each of fiscal years 2021, 2020 and 2019.
In addition, in connection with certain intercompany loan agreements utilized to finance its acquisitions and stock repurchase program, the Company enters into forward foreign exchange contracts intended to hedge movements in foreign exchange rates prior to settlement of such intercompany loans denominated in foreign currencies. The Company records these hedges at fair value on the Company’s consolidated balance sheets. The unrealized gains and losses on these hedges, as well as the gains and losses associated with the remeasurement of the intercompany loans, are recognized immediately in interest and other expense, net. The cash flows related to the settlement of these hedges are included in cash flows from financing activities within the Company’s consolidated statements of cash flows.
The outstanding forward exchange contracts designated as economic hedges, which were intended to hedge movements in foreign exchange rates prior to the settlement of certain intercompany loan agreements, included combined U.S. Dollar notional amounts of $ 360.2 million as of January 2, 2022, combined Euro notional amounts of € 33.4 million and combined U.S. Dollar notional amounts of $ 499.0 million as of January 3, 2021, and combined Euro notional amounts of € 105.8 million and combined U.S. Dollar notional amounts of $ 5.6 million as of December 29, 2019. The net gains and losses on these derivatives, combined with the gains and losses on the remeasurement of the hedged intercompany loans were not material.
During fiscal year 2018, the Company designated a portion of the 2026 Notes to hedge its investments in certain foreign subsidiaries. Unrealized translation adjustments from a portion of the 2026 Notes were included in the foreign currency translation component of AOCI, which offsets translation adjustments on the underlying net assets of foreign subsidiaries. The cumulative translation gains or losses will remain in AOCI until the foreign subsidiaries are liquidated or sold. As of January 2, 2022, the total notional amount of the 2026 Notes that was designated to hedge investments in foreign subsidiaries was € 497.2 million. The unrealized foreign exchange (gains) losses recorded in AOCI related to the net investment hedge were $( 33.2 ) million, $ 49.6 million and $( 4.9 ) million during the fiscal years 2021, 2020 and 2019, respectively.
During fiscal year 2019, the Company entered into a cross-currency swap designated as a net investment hedge to hedge the Euro currency exposure of the Company’s net investment in certain foreign subsidiaries. This agreement is a contract to exchange fixed-rate payments in one currency for fixed-rate payments in another currency. Changes in the fair value of this swap are recorded in equity as a component of AOCI in the same manner as foreign currency translation adjustments. In assessing the effectiveness of this hedge, the Company uses a method based on changes in spot rates to measure the impact of the foreign currency exchange rate fluctuations on both its foreign subsidiary net investment and the related swap. Under this method, changes in the fair value of the hedging instrument other than those due to changes in the spot rate are initially recorded in AOCI as a translation adjustment, and then are amortized into other (income) expense, net in the consolidated statement of operations using a systematic and rational method over the instrument’s term. Changes in the fair value associated with the effective portion (i.e. those changes due to the spot rate) are recorded in AOCI as a translation adjustment and are released and recognized in earnings only upon the sale or liquidation of the hedged net investment. The cross-currency swap had an initial notional value of € 197.4 million or $ 220.0 million and matured on November 15, 2021. Interest on the cross-currency swap was payable semi-annually, in Euro, on May 15th and November 15th of each year based on the Euro notional value and a fixed rate of 2.47 %. The Company received interest in U.S. dollars on May 15th and November 15th of each year based on the U.S. dollar equivalent of the Euro notional value and a fixed rate of 5.00 %.
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During fiscal year 2020, the Company entered into forward foreign exchange contracts, designated as cash flow hedges, to hedge the 2021 Notes. The effective portion of the gain or loss of the cash flow hedges were reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affected earnings. During the second quarter of fiscal year 2021, the Company redeemed all of its outstanding 2021 Notes and settled the forward foreign exchange contracts that were designated as cash flow hedges. The foreign exchange losses (gains) recorded in earnings related to the cash flow hedges were $ 9.5 million and $( 29.3 ) million d ur ing the fiscal years 2021 and 2020, respectively.
During fiscal year 2021, the Company entered into forward foreign exchange contracts, designated as cash flow hedges, to hedge a portion of the 2026 Notes. The effective portion of the gain or loss of the cash flow hedges will be reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings. During the fourth quarter of fiscal year 2021, the Company settled the forward foreign exchange contracts that were designated as cash flow hedges. The foreign exchange loss recorded in earnings related to the cash flow hedges was $ 8.7 million during fiscal year 2021.
During fiscal year 2021, the Company entered into two interest rate swaption agreements (together, the “Swaptions”) with expiration dates of September 30, 2021 in anticipation of issuing notes to fund the acquisition of BioLegend. The first Swaption had a term of 2 months and hedged an anticipated 10-year note offering, with a notional value of $ 500.0 million. The second Swaption had a term of 2 months and hedged an anticipated 7-year note offering, with a notional value of $ 500.0 million. The Company designated the Swaptions as qualifying hedging instruments and accounted for these derivatives as cash flow hedges. On September 8, 2021, the Company sold both Swaptions, and as a result, recognized a loss of $ 8.2 million in interest and other expense, net during the fiscal year 2021. The Company also recorded other comprehensive income of $ 3.8 million, which will be amortized to interest and other expense, net over the 7 and 10 year terms, respectively, of the related permanent financing.
The Company does no t expect any material net pre-tax gains or losses to be reclassified from accumulated other comprehensive (loss) income into interest and other expense, net within the next twelve months.
Note 20: Fair Value Measurements
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, derivatives, marketable securities and accounts receivable. The Company believes it had no significant concentrations of credit risk as of January 2, 2022.
The Company’s financial assets and liabilities carried at fair value are primarily comprised of marketable securities, derivative contracts used to hedge the Company’s currency risk, and acquisition related contingent consideration. The Company has not elected to measure any additional financial instruments or other items at fair value.
Valuation Hierarchy: The following summarizes the three levels of inputs required to measure fair value. For Level 1 inputs, the Company utilizes quoted market prices as these instruments have active markets. For Level 2 inputs, the Company utilizes quoted market prices in markets that are not active, broker or dealer quotations, or utilizes alternative pricing sources with reasonable levels of price transparency. For Level 3 inputs, the Company utilizes unobservable inputs based on the best information available, including estimates by management primarily based on information provided by third-party fund managers, independent brokerage firms and insurance companies. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.
The following tables show the assets and liabilities carried at fair value measured on a recurring basis as of January 2, 2022 and January 3, 2021 classified in one of the three classifications described above:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fair Value Measurements at January 2, 2022 Using:
Total Carrying
Value at January 2, 2022 Quoted Prices in
Active Markets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3)
(In thousands)
Marketable securities $ 53,073 $ 53,073 $ — $ —
Foreign exchange derivative assets 3,765 — 3,765 —
Foreign exchange derivative liabilities ( 3,463 ) — ( 3,463 ) —
Contingent consideration ( 57,996 ) — — ( 57,996 )
Fair Value Measurements at January 3, 2021 Using:
Total Carrying
Value at January 3, 2021 Quoted Prices in
Active Markets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3)
(In thousands)
Marketable securities $ 2,154 $ 2,154 $ — $ —
Foreign exchange derivative assets 31,248 — 31,248 —
Foreign exchange derivative liabilities ( 21,413 ) — ( 21,413 ) —
Contingent consideration ( 2,953 ) — — ( 2,953 )
Level 1 and Level 2 Valuation Techniques: The Company’s Level 1 and Level 2 assets and liabilities are comprised of investments in equity and fixed-income securities as well as derivative contracts. For financial assets and liabilities that utilize Level 1 and Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including common stock price quotes, foreign exchange forward prices and bank price quotes. Below is a summary of valuation techniques for Level 1 and Level 2 financial assets and liabilities.
Marketable securities: Include equity and fixed-income securities measured at fair value using the quoted market prices in active markets at the reporting date.
Foreign exchange derivative assets and liabilities: Include foreign exchange derivative contracts that are valued using quoted forward foreign exchange prices at the reporting date. The Company’s foreign exchange derivative contracts are subject to master netting arrangements that allow the Company and its counterparties to net settle amounts owed to each other. Derivative assets and liabilities that can be net settled under these arrangements have been presented in the Company's consolidated balance sheet on a net basis and are recorded in other assets. As of both January 2, 2022 and January 3, 2021, none of the master netting arrangements involved collateral.
Level 3 Valuation Techniques: The Company’s Level 3 liabilities are comprised of contingent consideration related to acquisitions. For liabilities that utilize Level 3 inputs, the Company uses significant unobservable inputs. Below is a summary of valuation techniques for Level 3 liabilities.
Contingent consideration: Contingent consideration is measured at fair value at the acquisition date using projected milestone dates, discount rates, probabilities of success and projected revenues (for revenue-based considerations). Projected risk-adjusted contingent payments are discounted back to the current period using a discounted cash flow model.
The fair values of contingent consideration are calculated on a quarterly basis based on a collaborative effort of the Company’s regulatory, research and development, operations, finance and accounting groups, as appropriate. Potential valuation adjustments are made as additional information becomes available, including the progress towards achieving proof of concept, regulatory approvals and revenue targets as compared to initial projections, the impact of market competition and market landscape shifts from non-invasive prenatal testing products, with the impact of such adjustments being recorded in the consolidated statements of operations.
As of January 2, 2022, the Company may have to pay contingent consideration, related to acquisitions with open contingency periods that are substantially all revenue-based consideration, of up to $ 108.4 million. The expected maximum earnout period for acquisitions with open contingency period does not exceed 6.9 years from January 2, 2022, and the remaining weighted average expected earnout period at January 2, 2022 was 5.4 years.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A reconciliation of the beginning and ending Level 3 net liabilities for contingent consideration is as follows:
(In thousands)
Balance at December 30, 2018 $ ( 69,661 )
Additions ( 12,734 )
Amounts paid and foreign currency translation 50,795
Change in fair value (included within selling, general and administrative expenses) ( 3,881 )
Balance at December 29, 2019 ( 35,481 )
Amounts paid and foreign currency translation 23,701
Change in fair value (included within selling, general and administrative expenses) 8,827
Balance at January 3, 2021 ( 2,953 )
Additions ( 57,431 )
Amounts paid and foreign currency translation 5,507
Change in fair value (included within selling, general and administrative expenses) ( 3,119 )
Balance at January 2, 2022 $ ( 57,996 )
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term maturities of these assets and liabilities. If measured at fair value, cash and cash equivalents would be classified as Level 1.
The Company's outstanding senior unsecured notes had an aggregate fair value of $ 4,612.8 million and aggregate carrying value of $ 4,479.5 million as of January 2, 2022. The Company's outstanding senior unsecured notes had an aggregate fair value of $ 1,984.3 million and aggregate carrying value of $ 1,811.5 million as of January 3, 2021. The fair values of the outstanding senior unsecured notes were estimated using market quotes from brokers and were based on current rates offered for similar debt, which are Level 2 measurements.
The Company’s other debt facilities, including the Company's senior revolving credit facility and term loan facility, had an aggregate carrying value of $ 504.5 million and $ 179.1 million as of January 2, 2022 and January 3, 2021, respectively. The carrying value approximates fair value and were classified as Level 2.
Note 21: Leases
Lessee Disclosures
The Company leases certain property and equipment under operating and finance leases. The Company's leases have remaining lease terms of less than 1 year to 30 years, some of which include options to extend the lease for up to 5 years, and some of which include options to terminate the lease within 1 year. Finance leases are not material to the Company.
The components of lease expense were as follows:
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Lease Cost:
Operating lease cost $ 54,639 $ 56,977 61,205
Supplemental cash flow information related to leases was as follows:
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January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 53,455 $ 47,427 $ 50,155
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases $ 18,694 $ 5,048 $ 5,685
S upplemental balance sheet information related to leases was as follows:
January 2,
2022 January 3,
2021
(In thousands, except lease term and discount rate)
Operating Leases:
Operating lease right-of-use assets $ 207,775 $ 207,236
Operating lease liabilities included in Accrued expenses and other current liabilities $ 40,567 $ 40,330
Operating lease liabilities 185,359 188,402
Total operating lease liabilities $ 225,926 $ 228,732
Weighted Average Remaining Lease Term in Years
Operating leases 7.6 8.1
Weighted Average Remaining Discount Rate
Operating leases 2.6 % 2.9 %
Lease costs from finance leases, short-term leases, variable lease costs and sub-lease income are not material.
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Future p ayments of operating lease liabilities as of January 2, 2022 were as follows:
(In thousands)
2022 $ 47,910
2023 38,072
2024 31,624
2025 27,899
2026 24,279
2027 and thereafter 73,967
Total lease payments 243,751
Less imputed interest ( 17,825 )
Total $ 225,926
Lessor Disclosures
Certain of the Company's contracts require that it place its instrument at the customer's site and sell reagents to the customer. As the predominant component in these contracts are the sales of reagents, the Company accounts for the combined component under ASC 606 only when both of the following criteria are met: 1) the timing and pattern of transfer of the non-lease component or components and associated lease component are the same; and 2) the lease component, if accounted for separately, would be classified as an operating lease. When only one of the criteria is met, the Company accounts for the non-lease component under ASC 606 and the lease component under ASC 842. Profit or loss, interest income and aggregate net investment in sales-type leases that did not qualify for the practical expedient are not material to the Company.
Note 22: Industry Segment and Geographic Area Information
The Company discloses information about its operating segments based on the way that management organizes the segments within the Company for making operating decisions and assessing financial performance. The Company evaluates the performance of its operating segments based on revenue and operating income. Intersegment revenue and transfers are not significant. The accounting policies of the operating segments are the same as those described in Note 1.
The principal products and services of the Company's two operating segments are:
• Discovery & Analytical Solutions . Provides products and services targeted towards the life sciences and applied markets.
• Diagnostics . Develops diagnostics, tools and applications focused on clinically-oriented customers, especially within the reproductive health, emerging market diagnostics and applied genomics markets. The Diagnostics segment serves the diagnostics market.
The Company has included the expenses for its corporate headquarters, such as legal, tax, audit, human resources, information technology, and other management and compliance costs, as well as the activity related to the mark-to-market adjustment on postretirement benefit plans, as “Corporate” below. The Company has a process to allocate and recharge expenses to the reportable segments when these costs are administered or paid by the corporate headquarters based on the extent to which the segment benefited from the expenses. These amounts have been calculated in a consistent manner and are included in the Company’s calculations of segment results to internally plan and assess the performance of each segment for all purposes, including determining the compensation of the business leaders for each of the Company’s operating segments.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Revenue and operating income (loss) from continuing operations by operating segment are shown in the table below for the fiscal years ended:
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Discovery & Analytical Solutions
Product revenue $ 1,358,484 $ 995,216 $ 1,054,862
Service revenue 776,746 720,587 691,299
Total revenue 2,135,230 1,715,803 1,746,161
Operating income from continuing operations (1)
189,798 183,471 238,331
Diagnostics
Product revenue 1,970,618 1,783,509 962,180
Service revenue 961,321 283,433 175,332
Total revenue 2,931,939 2,066,942 1,137,512
Operating income from continuing operations (1)(2)
1,219,944 874,206 189,330
Corporate
Operating loss from continuing operations (3)
( 77,364 ) ( 79,096 ) ( 65,688 )
Continuing Operations
Product revenue 3,329,102 2,778,725 2,017,042
Service revenue 1,738,067 1,004,020 866,631
Total revenue 5,067,169 3,782,745 2,883,673
Operating income from continuing operations 1,332,378 978,581 361,973
Interest and other expense, net 52,492 72,217 124,831
Income from continuing operations before income taxes $ 1,279,886 $ 906,364 $ 237,142
____________________________
(1) Legal costs for significant litigation matters and settlements in the Company's Discovery & Analytical Solutions segment were $ 5.9 million and $ 2.2 million for fiscal years 2020 and 2019, respectively. Legal costs for significant litigation matters and settlements in the Company's Diagnostics segment were $ 0.1 million, $ 1.2 million and $ 0.1 million for fiscal years 2021, 2020 and 2019, respectively.
(2) Asset impairment in the Company's Diagnostics segment was $ 3.9 million and $ 7.9 million for fiscal years 2021 and 2020.
(3) Costs for significant environmental matters were $ 5.2 million for fiscal year 2020. Stock compensation expense from acceleration of executive compensation was $ 7.7 million for fiscal year 2019.
Additional information relating to the Company’s reporting segments is as follows for the three fiscal years ended January 2, 2022:
Depreciation and Amortization Expense Capital Expenditures
January 2,
2022 January 3,
2021 December 29,
2019 January 2,
2022 January 3,
2021 December 29,
2019
(In thousands) (In thousands)
Discovery & Analytical Solutions $ 141,261 $ 93,516 $ 74,445 $ 41,686 $ 20,217 $ 27,778
Diagnostics 214,178 149,738 136,476 57,206 55,236 46,863
Corporate 2,565 3,253 3,104 996 2,053 1,690
Continuing operations $ 358,004 $ 246,507 $ 214,025 $ 99,888 $ 77,506 $ 76,331
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Total Assets
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
Discovery & Analytical Solutions $ 10,177,834 $ 3,600,860 $ 3,082,917
Diagnostics 4,692,816 4,228,943 3,368,598
Corporate 129,904 130,512 87,049
Total assets $ 15,000,554 $ 7,960,315 $ 6,538,564
The following geographic area information for continuing operations includes revenue based on location of external customers for the three fiscal years ended January 2, 2022 and net long-lived assets based on physical location as of January 2, 2022 and January 3, 2021:
Revenue
January 2,
2022 January 3,
2021 December 29,
2019
(In thousands)
U.S. $ 2,046,914 $ 1,269,293 $ 974,187
International:
China 670,084 492,283 581,688
United Kingdom 417,199 362,591 70,703
Other international 1,932,972 1,658,578 1,257,095
Total international 3,020,255 2,513,452 1,909,486
Total sales $ 5,067,169 $ 3,782,745 $ 2,883,673
Net Long-Lived Assets (1)
January 2,
2022 January 3,
2021
(In thousands)
U.S. $ 343,723 $ 197,755
International:
Germany 148,048 149,105
China 79,851 75,199
Other international 256,956 229,099
Total international 484,855 453,403
Total net long-lived assets $ 828,578 $ 651,158
(1) Long-lived assets consist of property and equipment, net, operating lease right-of-use assets, rental equipment, software and other long-term assets.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.