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 1, 2023
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Consolidated Statements of Comprehensive Income for Each of the Three Fiscal Years in the Period Ended January 1, 2023
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Consolidated Balance Sheets as of January 1, 2023 and January 2, 2022
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Consolidated Statements of Stockholders’ Equity for Each of the Three Fiscal Years in the Period Ended January 1, 2023
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Consolidated Statements of Cash Flows for Each of the Three Fiscal Years in the Period Ended January 1, 2023
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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 1, 2023 and January 2, 2022 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 1, 2023 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 1, 2023 and January 2, 2022, and the results of its operations and its cash flows for each of the three years in the period ended January 1, 2023, 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 1, 2023, 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 1, 2023 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.
Discontinued Operations - Refer to Notes 1 and 4 to the financial statements
Critical Audit Matter Description
In August 2022, the Company entered into a definitive agreement to sell certain assets and the equity interests of certain entities constituting the Analytical, Food and Enterprise Services businesses (the “Business”). At that time, management determined that the proposed sale met the criteria for the Business to be classified as held-for-sale and the results of operations and cashflows of the Business was presented as discontinued operations for all periods presented in accordance with Accounting Standard Codification 205-20, Discontinued Operations (“ASC 205-20”).
The net assets of the Business were $ 1.42 billion and $ 1.40 billion as of January 1, 2023 and January 2, 2022, respectively.
Given the level of operational and financial integration between the Business and the continuing operations of the Company, auditing the segregation of assets and liabilities of the Business and the identification of the results of operation and cashflows of the Business required both extensive audit effort and a high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the identification and measurement of the net assets of the Business and the related results of operations and cashflows presented as discontinued operations included the following, among others:
• We tested the effectiveness of controls over the identification of the net assets, results of operations and cash flows included in the Company’s discontinued operations presentation.
• We obtained and read the purchase and sale agreement for the proposed sale and compared the terms of that agreement to the identification of the assets and liabilities included in the disposal group.
• We assessed the Company’s identification of assets and liabilities and the related operations and cash flows of the Business by testing the completeness and accuracy of the Company’s accounting data and schedules that segregate the Business from the continuing operations of the Company.
• We assessed the presentation and disclosures related to the discontinued operations to ensure proper application of ASC 205-20.
/s / DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 1, 2023
We have served as the Company’s auditor since 2002.
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CONSOLIDATED STATEMENTS OF OPERATIONS
January 1,
2023 January 2,
2022 January 3,
2021
(In thousands, except per share data)
Revenue
Product revenue $ 2,634,582 $ 2,735,068 $ 2,280,853
Service revenue 677,240 1,092,740 382,377
Total revenue 3,311,822 3,827,808 2,663,230
Cost of product revenue 1,150,402 1,129,223 794,405
Cost of service revenue 171,590 264,598 138,646
Selling, general and administrative expenses 1,025,514 975,193 716,465
Research and development expenses 221,617 200,337 146,441
Operating income from continuing operations 742,699 1,258,457 867,273
Interest and other expense, net 90,862 54,875 67,201
Income from continuing operations before income taxes 651,837 1,203,582 800,072
Provision for income taxes 139,161 314,146 169,512
Income from continuing operations 512,676 889,436 630,560
Income from discontinued operations before income taxes 73,604 76,304 106,292
Loss on disposition of discontinued operations before income taxes — — ( 76 )
Provision for income taxes on discontinued operations 17,101 22,583 8,889
Income from discontinued operations 56,503 53,721 97,327
Net income $ 569,179 $ 943,157 $ 727,887
Basic earnings per share:
Income from continuing operations $ 4.06 $ 7.66 $ 5.65
Income from discontinued operations 0.45 0.46 0.87
Net income $ 4.51 $ 8.12 $ 6.52
Diluted earnings per share:
Income from continuing operations $ 4.06 $ 7.62 $ 5.63
Income from discontinued operations 0.45 0.46 0.87
Net income $ 4.50 $ 8.08 $ 6.49
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
January 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Net income $ 569,179 $ 943,157 $ 727,887
Other comprehensive (loss) income
Foreign currency translation adjustments, net of tax ( 284,854 ) ( 130,873 ) 169,500
Unrecognized prior service credit (cost), net of tax 44 ( 95 ) ( 1,799 )
Unrealized gains (losses) on securities, net of tax 5 237 ( 16 )
Other comprehensive (loss) income ( 284,805 ) ( 130,731 ) 167,685
Comprehensive income $ 284,374 $ 812,426 $ 895,572
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED BALANCE SHEETS
January 1,
2023 January 2,
2022
(In thousands, except share
and per share data)
Current assets:
Cash and cash equivalents $ 454,358 $ 603,320
Accounts receivable, net 612,780 707,941
Inventories 405,462 425,890
Other current assets 122,254 148,255
Current assets of discontinued operations 1,693,704 555,374
Total current assets 3,288,558 2,440,780
Property, plant and equipment, net 482,950 485,531
Operating lease right-of-use assets 188,351 164,040
Intangible assets, net 3,377,174 3,821,847
Goodwill 6,481,768 6,627,119
Other assets, net 311,054 317,069
Long-term assets of discontinued operations — 1,144,168
Total assets $ 14,129,855 $ 15,000,554
Current liabilities:
Current portion of long-term debt $ 470,929 $ 4,240
Accounts payable 272,826 324,811
Accrued expenses and other current liabilities 527,863 679,099
Current liabilities of discontinued operations 272,865 205,594
Total current liabilities 1,544,483 1,213,744
Long-term debt 3,923,347 4,979,737
Deferred taxes and other long-term liabilities 1,109,181 1,426,731
Operating lease liabilities 169,968 147,395
Long-term liabilities of discontinued operations — 91,702
Total liabilities 6,746,979 7,859,309
Commitments and contingencies (see Note 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 126,300,000 and 126,241,000 shares at January 1, 2023 and January 2, 2022, respectively 126,300 126,241
Capital in excess of par value 2,753,055 2,760,522
Retained earnings 4,951,018 4,417,174
Accumulated other comprehensive loss ( 447,497 ) ( 162,692 )
Total stockholders’ equity 7,382,876 7,141,245
Total liabilities and stockholders’ equity $ 14,129,855 $ 15,000,554
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Common
Stock
Shares Common
Stock
Amount Capital in
Excess of
Par Value Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total
Stockholders’
Equity
(In thousands)
Balance, December 30, 2019 111,140 $ 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 764 764 36,907 — — 37,671
Issuance of common stock for employee stock purchase plans 39 39 4,062 — — 4,101
Purchases of common stock ( 72 ) ( 72 ) ( 6,872 ) — — ( 6,944 )
Issuance of common stock for long-term incentive program 219 219 19,985 — — 20,204
Stock-based compensation — — 3,662 — — 3,662
Balance, January 3, 2021 112,090 $ 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 14,067 2,624,077 — — 2,638,144
Exercise of employee stock options 358 358 24,762 — — 25,120
Issuance of common stock for employee benefit plans 21 21 3,607 — — 3,628
Purchases of common stock ( 504 ) ( 504 ) ( 72,568 ) — — ( 73,072 )
Issuance of common stock for long-term incentive program 209 209 26,292 — — 26,501
Stock compensation — — 6,251 — — 6,251
Balance, January 2, 2022 126,241 $ 126,241 $ 2,760,522 $ 4,417,174 $ ( 162,692 ) $ 7,141,245
Net income — — — 569,179 — 569,179
Other comprehensive loss — — — — ( 284,805 ) ( 284,805 )
Dividends — — — ( 35,335 ) — ( 35,335 )
Exercise of employee stock options 195 195 13,919 — — 14,114
Issuance of common stock for employee stock purchase plans 31 31 4,141 — — 4,172
Purchases of common stock ( 493 ) ( 493 ) ( 80,145 ) — — ( 80,638 )
Issuance of common stock for long-term incentive program 326 326 44,235 — — 44,561
Stock-based compensation — — 10,383 — — 10,383
Balance, January 1, 2023 126,300 $ 126,300 $ 2,753,055 $ 4,951,018 $ ( 447,497 ) $ 7,382,876
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 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Operating activities:
Net income $ 569,179 $ 943,157 $ 727,887
Income from discontinued operations ( 56,503 ) ( 53,721 ) ( 97,327 )
Income from continuing operations 512,676 889,436 630,560
Adjustments to reconcile income from continuing operations to net cash provided by continuing operations:
Restructuring and other costs, net 13,580 14,358 7,661
Depreciation and amortization 427,000 311,443 201,648
Stock-based compensation 51,518 29,675 26,904
Pension and other post-retirement (income) expense ( 23,104 ) ( 28,509 ) 14,904
Change in fair value of contingent consideration ( 1,377 ) 3,119 ( 8,827 )
Deferred taxes ( 105,923 ) ( 55,328 ) ( 35,338 )
Contingencies and non-cash tax matters ( 1,488 ) 1,924 4,518
Amortization of deferred debt issuance costs and accretion of discounts 7,310 4,962 3,391
(Gain) loss on disposition of businesses and assets, net ( 2,887 ) ( 1,970 ) 886
Amortization of acquired inventory revaluation 45,289 35,201 1,831
Asset impairment — 3,868 7,937
Change in fair value of financial securities 15,754 ( 10,985 ) ( 35 )
Debt extinguishment gain ( 2,880 ) — —
Changes in assets and liabilities which provided (used) cash, excluding effects from companies acquired:
Accounts receivable, net 66,093 165,590 ( 398,853 )
Inventories ( 48,634 ) 32,280 ( 127,357 )
Accounts payable ( 43,804 ) ( 7,577 ) 63,231
Accrued expenses and other ( 236,623 ) ( 57,303 ) 311,659
Net cash provided by operating activities of continuing operations 672,500 1,330,184 704,720
Net cash provided by operating activities of discontinued operations 7,310 80,566 187,457
Net cash provided by operating activities 679,810 1,410,750 892,177
Investing activities:
Capital expenditures ( 85,632 ) ( 86,020 ) ( 63,634 )
Purchases of investments ( 47,181 ) ( 23,130 ) ( 20,059 )
Proceeds from notes receivables 8,890 — —
Proceeds from disposition of businesses and assets 14,505 1,460 4,280
Proceeds from surrender of life insurance policies — 109 282
Cash paid for acquisitions, net of cash acquired ( 7,518 ) ( 3,982,216 ) ( 411,495 )
Net cash used in investing activities of continuing operations ( 116,936 ) ( 4,089,797 ) ( 490,626 )
Net cash used in investing activities of discontinued operations ( 15,915 ) ( 22,961 ) ( 13,872 )
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January 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Net cash used in investing activities ( 132,851 ) ( 4,112,758 ) ( 504,498 )
Financing activities:
Payments on borrowings ( 240,000 ) ( 1,559,133 ) ( 897,674 )
Proceeds from borrowings 240,000 1,400,282 714,698
Proceeds from term loan — 500,000 —
Payments of term loan ( 500,000 ) — —
Payments of senior unsecured notes ( 57,876 ) ( 339,605 ) —
Proceeds from sale of senior unsecured notes — 3,086,095 —
Payments of debt financing and equity issuance costs — ( 30,983 ) —
Payments on other credit facilities ( 1,292 ) ( 13,670 ) ( 4,494 )
Settlement of cash flow hedges ( 762 ) ( 4,482 ) ( 4,554 )
Settlement of swaps — ( 14,314 ) —
Payments for acquisition-related contingent consideration ( 5 ) ( 2,208 ) ( 10,363 )
Proceeds from issuance of common stock under stock plans 14,114 25,120 37,671
Purchases of common stock ( 80,638 ) ( 73,072 ) ( 6,944 )
Dividends paid ( 35,344 ) ( 32,373 ) ( 31,212 )
Net cash (used in) provided by financing activities ( 661,803 ) 2,941,657 ( 202,872 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 33,747 ) ( 22,926 ) 25,913
Net (decrease) increase in cash, cash equivalents and restricted cash ( 148,591 ) 216,723 210,720
Cash, cash equivalents and restricted cash at beginning of year 619,337 402,614 191,894
Cash, cash equivalents and restricted cash at end of year $ 470,746 $ 619,337 $ 402,614
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 $ 454,358 $ 603,320 $ 387,054
Restricted cash included in other current assets 1,040 1,018 578
Restricted cash included in other assets 349 — —
Cash and cash equivalents included in current assets of discontinued operations 14,999 14,999 14,982
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 470,746 $ 619,337 $ 402,614
Cash paid during the year for:
Interest $ 97,934 $ 54,120 $ 42,142
Income taxes 323,077 364,565 162,454
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 and life sciences and applied markets. 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 consolidated financial statements include the accounts of PerkinElmer, Inc. and its subsidiaries (the “Company”). All intercompany balances and transactions have been eliminated in consolidation. In August 2022, the Company announced the proposed sale of certain assets and the equity interests of certain entities constituting the Company’s Analytical, Food and Enterprise Services businesses (the “Business”). The 2021 and 2020 consolidated financial statements presented herein have been retrospectively adjusted to present the Business as discontinued operations for all periods presented.
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 1, 2023 (“fiscal year 2022”) and January 2, 2022 (“fiscal year 2021”) included 52 weeks. The fiscal year ended January 3, 2021 (“fiscal year 2020”) included 53 weeks. The fiscal year ending December 31, 2023 (“fiscal year 2023”) 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.
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 related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions is recorded as a component of income tax expense.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 AOCI 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 (“IPRD”) 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 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
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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.
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 Accounting Standards Codification 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 Accounting Standards Codification 842, Leases (“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 October 2021, t he FASB issued Accounting Standards Update 2021-08, Accounting for Contract Assets and Contract Liabilities From Contracts With Customers ( “ASU 2021-08” ). ASU 2021-08 amends Accounting Standards Codification 805, Business Combinations ( “ASC 805” ) , to require acquiring entities to apply ASC 606 to recognize and measure contract assets and contract liabilities in a business combination. Under ASC 805, an acquirer generally recognizes such items at fair value on the acquisition date. The Company adopted the guidance beginning on January 2, 2023 and will apply the guidance on business combinations beginning in fiscal year 2023.
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, 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
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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 instruments, reagents, informatics, software, subscriptions, detection and imaging technologies, extended warranties, training and services in the life sciences market and instruments, consumables and services in the applied markets. 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 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.
Product revenue is recognized at a point in time and all service revenue is recognized over time.
Disaggregation of revenue
In the following tables, revenue is disaggregated by primary geographical market, end-markets and timing of revenue recognition.
Reportable Segments
For the fiscal year ended
January 1, 2023 January 2, 2022 January 3, 2021
Discovery & Analytical Solutions Diagnostics Total Discovery & Analytical Solutions Diagnostics Total Discovery & Analytical Solutions Diagnostics Total
(In thousands)
Primary geographical markets
Americas $ 683,170 $ 979,473 $ 1,662,643 $ 444,459 $ 1,362,213 $ 1,806,672 $ 286,354 $ 750,641 $ 1,036,995
Europe 297,468 534,343 831,811 234,334 982,476 1,216,810 157,277 864,687 1,021,964
Asia 312,271 505,097 817,368 217,076 587,250 804,326 152,657 451,614 604,271
$ 1,292,909 $ 2,018,913 $ 3,311,822 $ 895,869 $ 2,931,939 $ 3,827,808 $ 596,288 $ 2,066,942 $ 2,663,230
Primary end-markets
Diagnostics $ — $ 2,018,913 $ 2,018,913 $ — $ 2,931,939 $ 2,931,939 $ — $ 2,066,942 $ 2,066,942
Life sciences 1,292,909 — 1,292,909 895,869 — 895,869 596,288 — 596,288
$ 1,292,909 $ 2,018,913 $ 3,311,822 $ 895,869 $ 2,931,939 $ 3,827,808 $ 596,288 $ 2,066,942 $ 2,663,230
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Major Customer Concentration
Revenues from one customer in the Company’s Diagnostics segment represent approximately $ 330.7 million, $ 638.6 million and $ 97.8 million of the Company’s total revenue during the fiscal years 2022, 2021 and 2020, 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.
Contract liabilities: The contract liabilities primarily relate to the advance consideration received from customers for products and related services 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. The contract liability balances at the beginning of each period presented were generally fully recognized in the subsequent three month period.
Contract balances were as follows:
January 1, 2023 January 2, 2022
(In thousands)
Contract assets $ 56,631 $ 61,999
Contract liabilities $ ( 30,133 ) $ ( 184,897 )
Note 3: Business Combinations
Acquisitions in fiscal year 2022
During fiscal year 2022, the Company completed the acquisition of two businesses for aggregate consideration of $ 13.3 million. Identifiable definite-lived intangible assets, such as core technology, acquired as part of these acquisitions had a weighted average amortization period of 5 years.
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 Statement of Operations Information:
Revenue $ 4,056,122 $ 2,905,116
Income from continuing operations 947,387 454,034
Basic earnings per share:
Income from continuing operations $ 7.27 $ 3.62
Diluted earnings per share:
Income from continuing operations $ 7.25 $ 3.60
The unaudited pro forma information for fiscal year 2021 has 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 fiscal year 2021. The fiscal year 2020 unaudited 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 as if those expenses were incurred in fiscal year 2020. 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 $ 318.6 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:
Final
BioLegend Other
(In thousands)
Fair value of business combinations:
Cash payments $ 3,336,115 $ 1,128,584
Common stock issued 2,638,369 —
Other liability 6,857 2,910
Contingent consideration — 45,031
Working capital and other adjustments — 183
Less: cash acquired ( 292,377 ) ( 195,010 )
Total $ 5,688,964 $ 981,698
Identifiable assets acquired and liabilities assumed:
Current assets $ 184,704 $ 71,840
Property, plant and equipment 147,200 26,507
Other assets 9,330 15,527
Identifiable intangible assets:
Core technology and clone library 782,400 290,089
Trade names and patents 38,000 39,476
Licenses 8,979 —
Customer relationships and backlog 1,714,800 141,670
Goodwill 3,509,931 545,262
Deferred taxes ( 668,919 ) ( 80,923 )
Deferred revenue — ( 1,197 )
Debt assumed — ( 4,628 )
Liabilities assumed ( 37,461 ) ( 61,925 )
Total $ 5,688,964 $ 981,698
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, 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 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:
Final
(In thousands)
Fair value of business combinations:
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
IPRD 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.
As of January 1, 2023, the allocations of purchase prices for all acquisitions completed in fiscal years 2021 and 2020 were considered final.
During fiscal year 2022, 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 measurements were not material.
The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair values for assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Contingent consideration is measured at fair value at the acquisition date, based on the probability that revenue thresholds or product development milestones will be achieved during the earnout period, with changes in the fair value after the acquisition date affecting earnings to the extent it is to be settled in cash. Increases or decreases in the fair value of contingent consideration liabilities primarily result from changes in the estimated probabilities of achieving revenue thresholds or product development milestones during the earnout period.
As of January 1, 2023, the Company may have to pay contingent consideration, related to acquisitions with open contingency periods, of up to $ 106.2 million. As of January 1, 2023, the Company has recorded contingent consideration obligations of $ 46.6 million, of which $ 3.6 million was recorded in accrued expenses and other current liabilities, and $ 43.0 million was recorded in long-term liabilities. As of January 2, 2022, the Company had recorded contingent consideration obligations with an estimated fair value 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. The expected maximum earnout period for acquisitions with open contingency periods is 5.9 years from January 1, 2023, and the remaining weighted average expected
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earnout period at January 1, 2023 was 4.9 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 dive stiture-related costs were $ 39.8 million, $ 80.8 million and $ 4.9 million for fiscal years 2022, 2021 and 2020. These amounts included $ 26.5 million and $ 6.9 million of stock compensation expense related to awards given to BioLegend employees in fiscal years 2022 and 2021, respectively, $ 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, and $ 0.5 million of acquisition-related interest expenses in fiscal year 2020. 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.
Note 4: Discontinued Operations
As part of the Company’s continuing efforts to focus on higher growth opportunities, the Company has discontinued certain businesses. When the discontinued operations represented a strategic shift that will have a major effect on the Company’s operations and financial statements, the Company has accounted for these businesses as discontinued operations and accordingly, has presented the results of operations and related cash flows as discontinued operations.
In August 2022, the Company entered into a Master Purchase and Sale Agreement (the “Purchase Agreement”) with Polaris Purchaser, L.P. (the “Purchaser”), a Delaware limited partnership owned by funds managed by affiliates of New Mountain Capital L.L.C. (the “Sponsor”), under which the Company agreed to sell to the Purchaser certain assets and the equity interests of certain entities constituting the Company’s Analytical, Food and Enterprise Services businesses (the “Business”) (as further defined in the Purchase Agreement), for cash consideration of up to approximately $ 2.45 billion and the Purchaser’s assumption of certain liabilities relating to the Business (collectively, the “Transaction”). Approximately $ 2.30 billion of the purchase price will be payable at closing, subject to certain customary adjustments, which includes $ 75.0 million in deferred payments tied to the transfer of the PerkinElmer brand and related trademarks to the Purchaser (which may be completed within 24 months following the date of the closing at the Company’s election). The Purchase Agreement also provides for potential post-closing payments totaling up to $ 150.0 million, which are contingent on the exit valuation the Sponsor and its affiliated funds receive on a sale or other capital events related to the Business. The Transaction is expected to close in the first quarter of fiscal year 2023, subject to regulatory approvals and other customary closing conditions.
The Business had been recorded in the Discovery & Analytical Solutions segment. The sale of the Business represents a strategic shift that will have a major effect on the Company’s operations and financial statements. Accordingly, the Company has classified the assets and liabilities related to the Business as assets and liabilities of discontinued operations in the Company’s consolidated balance sheets and its results of operations are classified as income from discontinued operations in the Company’s consolidated statements of operations. Financial information in this report relating to fiscal years 2021 and 2020 has been retrospectively adjusted to reflect this discontinued operation.
The summary pre-tax operating results of the discontinued operations, were as follows:
January 1, 2023 January 2, 2022 January 3, 2021
(In thousands)
Revenue $ 1,298,376 $ 1,239,361 $ 1,119,515
Cost of revenue 859,330 822,048 739,817
Selling, general and administrative expenses 306,032 268,760 209,442
Research and development expenses 64,605 74,632 58,948
Operating income 68,409 73,921 111,308
Other (income) expense, net ( 5,195 ) ( 2,383 ) 5,016
Income from discontinued operations before income taxes $ 73,604 $ 76,304 $ 106,292
The carrying amounts of the major classes of assets and liabilities included in discontinued operations related to the Business consisted of the following:
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January 1, 2023 January 2, 2022
(In thousands)
Cash and cash equivalents $ 14,999 $ 14,999
Accounts receivable 343,064 315,851
Inventories 210,367 198,824
Other current assets 32,063 25,700
Total current assets 555,374
Property, plant and equipment, net 60,983 60,074
Operating lease right-of-use assets 41,487 43,735
Intangible assets, net 202,850 241,257
Goodwill 772,812 789,465
Other assets, net 15,079 9,637
Total long-term assets
1,144,168
Total assets of discontinued operations
$ 1,693,704 $ 1,699,542
Accounts payable 29,912 30,647
Accrued expenses and other current liabilities 161,260 174,947
Total current liabilities 205,594
Deferred taxes and long-term liabilities 46,046 53,738
Operating lease liabilities 35,647 37,964
Total long-term liabilities 91,702
Total liabilities of discontinued operations $ 272,865 $ 297,296
The following operating and investing non-cash items from discontinued operations were as follows for the fiscal years ended:
January 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Depreciation
$ 8,011 $ 12,897 $ 13,299
Amortization
16,984 33,664 31,560
Capital expenditures 10,670 13,868 13,872
Note 5: Interest and Other Expense, Net
Interest and other expense, net, consisted of the following for the fiscal years ended:
January 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Interest income $ ( 3,589 ) $ ( 2,241 ) $ ( 1,010 )
Interest expense including costs of bridge financing 103,955 102,128 49,712
Change in fair value of financial securities 15,754 ( 10,985 ) ( 35 )
Other components of net periodic pension (credit) cost ( 33,158 ) ( 37,385 ) 13,819
Other expense, net 7,900 3,358 4,715
Total interest and other expense, net $ 90,862 $ 54,875 $ 67,201
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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 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
U.S. $ 326,438 $ 547,705 $ 210,130
Non-U.S. 325,399 655,877 589,942
Total $ 651,837 $ 1,203,582 $ 800,072
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 1, 2023
Federal $ 115,436 $ ( 45,246 ) $ 70,190
State 27,757 ( 16,139 ) 11,618
Non-U.S. 101,891 ( 44,538 ) 57,353
Total $ 245,084 $ ( 105,923 ) $ 139,161
Fiscal year ended January 2, 2022
Federal $ 154,905 $ ( 37,858 ) $ 117,047
State 53,961 3,602 57,563
Non-U.S. 160,608 ( 21,072 ) 139,536
Total $ 369,474 $ ( 55,328 ) $ 314,146
Fiscal year ended January 3, 2021
Federal $ 39,878 $ 4,875 $ 44,753
State 15,469 ( 1,240 ) 14,229
Non-U.S. 149,503 ( 38,973 ) 110,530
Total $ 204,850 $ ( 35,338 ) $ 169,512
The total provision for income taxes included in the consolidated financial statements is as follows for the fiscal years ended:
January 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Continuing operations $ 139,161 $ 314,146 $ 169,512
Discontinued operations 17,101 22,583 8,889
Total $ 156,262 $ 336,729 $ 178,401
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 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Tax at statutory rate $ 136,886 $ 252,752 $ 168,015
Non-U.S. rate differential, net ( 5,221 ) ( 33,847 ) ( 29,155 )
U.S. taxation of multinational operations 22,102 7,964 11,468
State income taxes, net 7,820 36,832 13,249
Prior year tax matters ( 10,160 ) 1,850 5,532
Effect of stock compensation 845 ( 2,187 ) ( 8,148 )
General business tax credits ( 7,132 ) ( 2,715 ) ( 2,145 )
Change in valuation allowance 4,964 ( 179 ) ( 369 )
Rate change on long term intangibles — 14,031 —
Effect of foreign repatriations ( 4,940 ) 37,147 —
Foreign consolidations — — 15,222
Other, net ( 6,003 ) 2,498 ( 4,157 )
Total $ 139,161 $ 314,146 $ 169,512
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 related to foreign earnings that the Company no longer considered indefinitely reinvested. During fiscal year 2022, the Company adjusted these estimates and recognized a net benefit of $ 4.9 million relative to its position to permanently reinvest those foreign earnings.
The Company also recognized $ 1.1 million of benefit in fiscal year 2022 derived from the tax holiday in Singapore. The Company recognized $ 18.2 million in fiscal year 2021 and $ 12.7 million in fiscal year 2020 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 2022 was $ 0.01 and $ 0.01 , respectively, for fiscal year 2021 was $ 0.16 and $ 0.16 , respectively, and for fiscal year 2020 was $ 0.11 and $ 0.11 , respectively. The tax holiday in China is renewed every three years. The Company expects to renew the tax holiday for one of the Company’s subsidiaries in China that is set 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 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Unrecognized tax benefits, beginning of year $ 61,658 $ 38,773 $ 35,547
Gross increases—tax positions in prior periods 1,489 2,877 4,974
Gross decreases—tax positions in prior periods ( 2,519 ) — ( 2,471 )
Gross increases—current-period tax positions 7,187 149 151
Gross increases related to acquisitions — 22,697 158
Settlements — ( 2,252 ) —
Lapse of statute of limitations ( 8,625 ) ( 563 ) —
Foreign currency translation adjustments ( 1,242 ) ( 23 ) 414
Unrecognized tax benefits, end of year $ 57,948 $ 61,658 $ 38,773
The Company classifies interest and penalties as a component of income tax expense. At January 1, 2023 and January 2, 2022, the Company had accrued interest and penalties of $ 7.2 million and $ 7.6 million, respectively. During fiscal years 2022, 2021 and 2020, the Company recognized a net (benefit) expense of $( 0.5 ) million, $ 1.8 million and $ 1.8 million, respectively,
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for interest and penalties in its total tax provision. At January 1, 2023, substantially all of the unrecognized tax benefits, if recognized, would affect the effective tax rate.
The Company believes that it is reasonably possible that approximately $ 17.8 million of its uncertain tax positions at January 1, 2023, 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.
The tax effects of temporary differences and attributes that gave rise to deferred income tax assets and liabilities were as follows:
January 1,
2023 January 2,
2022
(In thousands)
Deferred tax assets:
Inventory $ 17,920 $ 2,388
Reserves and accruals 70,912 53,403
Accrued compensation 23,868 29,960
Net operating loss and credit carryforwards 117,953 110,149
Accrued pension 11,653 23,714
Restructuring reserve 1,640 1,442
Deferred revenue 22,644 49,207
Capitalized research and development expenses 44,922 12,114
Operating lease liabilities 43,547 37,299
Unrealized foreign exchange loss
11,158 14,594
All other, net 841 583
Total deferred tax assets 367,058 334,853
Deferred tax liabilities:
Postretirement health benefits ( 4,379 ) ( 5,303 )
Depreciation and amortization ( 916,581 ) ( 1,021,487 )
Operating lease right-of-use assets ( 39,281 ) ( 33,607 )
Prepaid expenses ( 3,515 ) ( 3,265 )
Deferred tax liability on foreign earnings ( 15,782 ) ( 31,239 )
Total deferred tax liabilities ( 979,538 ) ( 1,094,901 )
Valuation allowance ( 96,681 ) ( 89,523 )
Net deferred tax liabilities $ ( 709,161 ) $ ( 849,571 )
The components of net deferred tax liabilities were recognized in the consolidated balance sheets as follows:
January 1,
2023 January 2,
2022
(In thousands)
Other assets, net $ 18,527 $ 18,534
Deferred taxes and other long-term liabilities ( 727,688 ) ( 868,105 )
Total $ ( 709,161 ) $ ( 849,571 )
At January 1, 2023, for income tax return purposes, the Company had U.S. federal net operating loss carryforwards of $ 67.5 million, state net operating loss carryforwards of $ 4.9 million, foreign net operating loss carryforwards of $ 458.0 million, state tax credit carryforwards of $ 13.8 million and general business tax credit carryforwards of $ 0.1 million. Certain net operating loss carryforwards and state credit carryforwards do not expire, while other losses begin to expire in 2023.
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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 tha n not to be realized. The increase in the valuation allowance of $ 7.2 million in fiscal year 2022 is primarily due to net operating losses incurred for which the benefit is not expected to be realized.
As of January 1, 2023, the Company evaluated its undistributed foreign earnings and identified approximately $ 879.0 million in earnings that it does not consider to be permanently reinvested. The Company has recorded a provision of approximately $ 15.8 million for the taxes that would fall due when such earnings are repatriated. The Company began repatriating such foreign earnings to the United States in the first quarter of fiscal year 2022 and expects to continue the repatriation in fiscal year 2023. There are other undistributed foreign earnings and outside basis differences for which the Company has not provided for any taxes as these amounts continue to be indefinitely reinvested, and it is not practicable to estimate the amount of deferred tax liability that would be incurred.
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 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Number of common shares—basic 126,155 116,165 111,514
Effect of dilutive securities:
Stock options 249 391 466
Restricted stock awards 22 118 105
Number of common shares—diluted 126,426 116,674 112,085
Number of potentially dilutive securities excluded from calculation due to antidilutive impact 611 487 220
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.
Note 8: Accounts Receivable, Net
Accounts receivable, net consisted of the following:
January 1,
2023 January 2,
2022
(In thousands)
Accounts receivable, net $ 612,780 $ 707,941
Long-term accounts receivable, net, included in Other assets, net 34,040 29,958
Total accounts receivable, net $ 646,820 $ 737,899
Reserves for credit losses consisted of the following:
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Balance at
Beginning of
Year Provisions Charges/
Write-
offs Other (1)
Balance
at End
of Year
(In thousands)
Year ended January 3, 2021 $ 23,574 $ 10,294 $ ( 1,895 ) $ 1,524 $ 33,497
Year ended January 2, 2022 33,497 6,854 ( 2,198 ) 101 38,254
Year ended January 1, 2023 38,254 9,857 ( 9,672 ) ( 896 ) 37,543
(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 1,
2023 January 2,
2022
(In thousands)
Raw materials $ 190,640 $ 166,486
Work in progress 68,206 63,580
Finished goods 146,616 195,824
Total inventories $ 405,462 $ 425,890
Note 10: Property, Plant and Equipment, Net
Property, plant and equipment consisted of the following:
January 1,
2023 January 2,
2022
(In thousands)
At cost:
Land $ 28,340 $ 28,540
Building and leasehold improvements 346,164 351,084
Machinery and equipment 482,639 464,856
Total property, plant and equipment 857,143 844,480
Accumulated depreciation ( 374,193 ) ( 358,949 )
Total property, plant and equipment, net $ 482,950 $ 485,531
Depreciation expense on property, plant and equipment for the fiscal years ended January 1, 2023, January 2, 2022 and January 3, 2021 was $ 56.4 million, $ 54.9 million and $ 40.7 million, respectively.
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Note 11: Marketable Securities and Investments
Investments, which are classified in Other assets, net, consisted of the following:
January 1,
2023 January 2,
2022
(In thousands)
Marketable securities $ 11,083 $ 33,683
Equity investments 54,503 33,801
Investments in debt securities 42,500 13,500
$ 108,086 $ 80,984
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 2022 and 2021. 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 1, 2023
Equity securities $ 6,775 $ 6,775 $ — $ —
Other 4,308 4,308 — —
$ 11,083 $ 11,083 $ — $ —
January 2, 2022
Equity securities $ 29,768 $ 29,768 $ — $ —
Fixed-income securities 7 7 — —
Other 3,908 3,971 — ( 63 )
$ 33,683 $ 33,746 $ — $ ( 63 )
Equity Investments. The Company has equity interests in privately-held entities over which the Company neither has significant influence nor control. Equity investments as of January 1, 2023 and January 2, 2022 consisted of the following:
January 1,
2023 January 2,
2022
(In thousands)
Equity investments, carried at cost minus impairment, if any $ 50,654 $ 29,738
Equity investments, carried at fair value 3,849 4,063
$ 54,503 $ 33,801
The amount of upward adjustments during fiscal years 2022 and 2021 were $ 2.9 million and $ 19.6 million, respectively. The cumulative amount of upward adjustments as of January 1, 2023 and January 2, 2022 was $ 30.7 million and $ 27.8 million, respectively. The amount of impairments and downward adjustments during fiscal year 2020 was $ 4.9 million. The cumulative amount of impairments and downward adjustments as of each of January 1, 2023 and January 2, 2022 was $ 5.0 million.
Investments in debt securities. The Company has investments in debt securities that are classified as available for sale. The amortized cost of these investments are not materially different to their fair value. Investments with total carrying value of $ 25.5 million have contractual maturities of one year through five years. Investments with a carrying value of $ 17.0 million are convertible into equity securities or are due and payable upon event of default (as defined in the applicable agreement).
Note 12: Goodwill and Intangible Assets, Net
The Company tests goodwill and indefinite-lived intangible assets at least annually for possible impairment. 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 3, 2022 , its annual impairment testing date for fiscal year 2022. There were no impairments measured in the periods presented. 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.
The changes in the carrying amount of goodwill for fiscal years 2022 and 2021 are as follows:
Discovery & Analytical Solutions Diagnostics Consolidated
(In thousands)
Balance at January 3, 2021 $ 948,360 $ 1,691,227 $ 2,639,587
Foreign currency translation ( 33,901 ) ( 40,557 ) ( 74,458 )
Acquisitions, earnouts and measurement period adjustments 3,742,310 319,680 4,061,990
Balance at January 2, 2022 4,656,769 1,970,350 6,627,119
Foreign currency translation ( 98,268 ) ( 41,617 ) ( 139,885 )
Acquisitions, earnouts and measurement period adjustments ( 6,926 ) 1,460 ( 5,466 )
Balance at January 1, 2023 $ 4,551,575 $ 1,930,193 $ 6,481,768
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Identifiable intangible asset balances at January 1, 2023 by category and segment were as follows:
Discovery & Analytical Solutions Diagnostics Consolidated
(In thousands)
Patents $ 25,312 $ 2,708 $ 28,020
Less: Accumulated amortization ( 25,099 ) ( 956 ) ( 26,055 )
Net patents 213 1,752 1,965
Trade names and trademarks 76,521 72,932 149,453
Less: Accumulated amortization ( 36,945 ) ( 26,645 ) ( 63,590 )
Net trade names and trademarks 39,576 46,287 85,863
Licenses 54,478 8,136 62,614
Less: Accumulated amortization ( 49,582 ) ( 4,672 ) ( 54,254 )
Net licenses 4,896 3,464 8,360
Core technology 1,080,611 476,129 1,556,740
Less: Accumulated amortization ( 209,247 ) ( 240,442 ) ( 449,689 )
Net core technology 871,364 235,687 1,107,051
Customer relationships 2,123,266 820,495 2,943,761
Less: Accumulated amortization ( 358,402 ) ( 416,702 ) ( 775,104 )
Net customer relationships 1,764,864 403,793 2,168,657
IPRD 5,278 — 5,278
Net amortizable intangible assets $ 2,686,191 $ 690,983 $ 3,377,174
Identifiable intangible asset balances at January 2, 2022 by category and segment were as follows:
Discovery & Analytical Solutions Diagnostics Consolidated
(In thousands)
Patents $ 25,524 $ 2,709 $ 28,233
Less: Accumulated amortization ( 25,161 ) ( 732 ) ( 25,893 )
Net patents 363 1,977 2,340
Trade names and trademarks 77,181 79,683 156,864
Less: Accumulated amortization ( 32,005 ) ( 21,969 ) ( 53,974 )
Net trade names and trademarks 45,176 57,714 102,890
Licenses 54,217 8,410 62,627
Less: Accumulated amortization ( 48,670 ) ( 3,968 ) ( 52,638 )
Net licenses 5,547 4,442 9,989
Core technology 1,072,700 519,864 1,592,564
Less: Accumulated amortization ( 126,374 ) ( 208,833 ) ( 335,207 )
Net core technology 946,326 311,031 1,257,357
Customer relationships 2,149,765 884,105 3,033,870
Less: Accumulated amortization ( 224,461 ) ( 366,058 ) ( 590,519 )
Net customer relationships 1,925,304 518,047 2,443,351
IPRD 5,920 — 5,920
Net amortizable intangible assets $ 2,928,636 $ 893,211 $ 3,821,847
Total amortization expense related to definite-lived intangible assets was $ 370.6 million in fiscal year 2022, $ 256.6 million in fiscal year 2021 and $ 161.0 million in fiscal year 2020. Estimated amortization expense related to definite-lived intangible assets for each of the next five years is $ 363.8 million in fiscal year 2023, $ 355.2 million in fiscal year 2024, $ 334.0 million in fiscal year 2025, $ 327.0 million in fiscal year 2026, and $ 299.6 million in fiscal year 2027.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 13: Debt
The Company’s debt consisted of the following:
January 1,
2023
Outstanding Principal Unamortized Debt Discount
Unamortized Debt Issuance Costs
Net Carrying Amount
(In thousands)
Long-Term Debt:
Senior Unsecured Revolving Credit Facility $ — $ — $ ( 2,641 ) $ ( 2,641 )
0.850% Senior Unsecured Notes due in 2024 (“2024 Notes”)
771,659 ( 283 ) ( 3,136 ) 768,240
€500,000 Principal 1.875% Senior Unsecured Notes due in 2026 (“2026 Notes”) 533,950 ( 1,902 ) ( 1,779 ) 530,269
1.900% Senior Unsecured Notes due in 2028 (“2028 Notes”)
500,000 ( 301 ) ( 3,631 ) 496,068
3.3% Senior Unsecured Notes due in 2029 (“2029 Notes”) 850,000 ( 2,000 ) ( 5,537 ) 842,463
2.55% Senior Unsecured Notes due in March 2031 (“March 2031 Notes”) 400,000 ( 114 ) ( 2,978 ) 396,908
2.250% Senior Unsecured Notes due in September 2031 (“September 2031 Notes”)
500,000 ( 1,353 ) ( 3,991 ) 494,656
3.625% Senior Unsecured Notes due in 2051 (“2051 Notes”) 400,000 ( 4 ) ( 4,260 ) 395,736
Other Debt Facilities, non-current 1,648 — — 1,648
Total Long-Term Debt 3,957,257 ( 5,957 ) ( 27,953 ) 3,923,347
Current Portion of Long-term Debt:
0.550% Senior Unsecured Notes due in 2023 (“2023 Notes”)
467,138 ( 63 ) ( 867 ) 466,208
Other Debt Facilities, current 4,721 — — 4,721
Total Current Portion of Long-Term Debt 471,859 ( 63 ) ( 867 ) 470,929
Total Debt $ 4,429,116 $ ( 6,020 ) $ ( 28,820 ) $ 4,394,276
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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
2023 Notes 500,000 ( 152 ) ( 2,093 ) 497,755
2024 Notes 800,000 ( 447 ) ( 4,945 ) 794,608
2026 Notes 568,600 ( 2,538 ) ( 2,280 ) 563,782
2028 Notes 500,000 ( 348 ) ( 4,200 ) 495,452
2029 Notes 850,000 ( 2,252 ) ( 6,234 ) 841,514
March 2031 Notes 400,000 ( 126 ) ( 3,294 ) 396,580
September 2031 Notes 500,000 ( 1,485 ) ( 4,380 ) 494,135
2051 Notes 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
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 o f $ 1.5 billion available through August 24, 2026. As of January 1, 2023, undrawn letters of credit in the aggregate amount of $ 7.1 million were treated as issued and outstanding when calculating the borrowing availability under the facility. As of January 1, 2023, 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 an y interest period, at the Company ’ s option at either (a) the base rate (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.
During the fiscal year 2022, the Company repurchased $ 32.9 million and $ 28.3 million in aggregate principal amount of the 2023 Notes and 2024 Notes, respectively, in open market transactions.
Subsequent to fiscal year 2022, the Company repurchased $ 50.5 million in aggregate principal amount of the 2024 Notes in open market transactions.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes the maturities of the Company’s indebtedness as of January 1, 2023:
2023 2024 2025 2026 2027 2028 and thereafter Total before unamortized discount and debt issuance costs Unamortized discount and issuance cost Total
(In thousands)
Senior Unsecured Revolving Credit Facility $ — $ — $ — $ — $ — $ — $ — $ ( 2,641 ) $ ( 2,641 )
2023 Notes 467,138 — — — — — 467,138 ( 930 ) 466,208
2024 Notes — 771,659 — — — — 771,659 ( 3,419 ) 768,240
2026 Notes — — — 533,950 — — 533,950 ( 3,681 ) 530,269
2028 Notes — — — — — 500,000 500,000 ( 3,932 ) 496,068
2029 Notes — — — — — 850,000 850,000 ( 7,537 ) 842,463
March 2031 Notes — — — — — 400,000 400,000 ( 3,092 ) 396,908
September 2031 Notes — — — — — 500,000 500,000 ( 5,344 ) 494,656
2051 Notes — — — — — 400,000 400,000 ( 4,264 ) 395,736
Other Debt Facilities 4,721 1,200 201 115 89 43 6,369 — 6,369
Total $ 471,859 $ 772,859 $ 201 $ 534,065 $ 89 $ 2,650,043 $ 4,429,116 $ ( 34,840 ) $ 4,394,276
Note 14: Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
January 1,
2023 January 2,
2022
(In thousands)
Payroll and incentives $ 52,331 $ 52,116
Employee benefits 51,983 52,199
Deferred revenue 135,531 138,052
Federal, non-U.S. and state income taxes 45,625 88,285
Operating lease liabilities
31,217 29,313
Other accrued operating expenses 211,176 319,134
Total accrued expenses and other current liabilities $ 527,863 $ 679,099
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 $ 20.0 million in fiscal year 2022, $ 16.5 million in fiscal year 2021, and $ 14.1 million in fiscal year 2020.
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 is closed to new hires and plan benefits have been frozen. 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:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
January 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Service and administrative costs $ 6,331 $ 5,174 $ 7,414
Interest cost 10,751 9,440 12,876
Expected return on plan assets ( 22,056 ) ( 24,417 ) ( 21,786 )
Actuarial (gain) loss ( 23,706 ) ( 19,514 ) 20,291
Net periodic pension (credit) cost $ ( 28,680 ) $ ( 29,317 ) $ 18,795
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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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 1, 2023 and January 2, 2022. The pension liability of the Business at the end of fiscal year 2022 that will transfer upon sale was reclassified to discontinued operations, while the prior year was not restated.
January 1, 2023 January 2, 2022
Non-U.S. U.S. Non-U.S. U.S.
(In thousands)
Actuarial present value of benefit obligations:
Accumulated benefit obligations $ 207,503 $ 231,492 $ 337,454 $ 299,826
Change in benefit obligations:
Projected benefit obligations at beginning of year $ 339,390 $ 299,826 $ 395,339 $ 317,679
Service and administrative costs 4,956 1,375 4,924 250
Interest cost 3,671 7,080 2,632 6,808
Benefits paid and plan expenses ( 14,978 ) ( 19,870 ) ( 15,299 ) ( 18,693 )
Benefit obligation classified in discontinued operations ( 8,261 ) — — —
Actuarial gains ( 88,724 ) ( 56,919 ) ( 30,705 ) ( 6,218 )
Effect of exchange rate changes ( 28,099 ) — ( 17,501 ) —
Projected benefit obligations at end of year $ 207,955 $ 231,492 $ 339,390 $ 299,826
Change in plan assets:
Fair value of plan assets at beginning of year $ 181,189 $ 290,116 $ 204,744 $ 268,686
Actual return on plan assets ( 46,383 ) ( 53,498 ) ( 13,115 ) 20,123
Benefits paid and plan expenses ( 14,978 ) ( 19,870 ) ( 15,299 ) ( 18,693 )
Employer’s contributions 6,572 — 6,851 20,000
Effect of exchange rate changes ( 19,659 ) — ( 1,992 ) —
Fair value of plan assets at end of year $ 106,741 $ 216,748 $ 181,189 $ 290,116
Net liabilities recognized in the consolidated balance sheets $ ( 101,214 ) $ ( 14,744 ) $ ( 158,201 ) $ ( 9,710 )
Net amounts recognized in the consolidated balance sheets consist of:
Other assets $ 19,521 $ — $ 33,084 $ —
Current liabilities ( 6,568 ) — ( 6,966 ) —
Long-term liabilities ( 114,167 ) ( 14,744 ) ( 184,319 ) ( 9,710 )
Net liabilities recognized in the consolidated balance sheets $ ( 101,214 ) $ ( 14,744 ) $ ( 158,201 ) $ ( 9,710 )
Actuarial assumptions as of the year-end measurement date:
Discount rate 4.12 % 4.84 % 1.41 % 2.44 %
Rate of compensation increase 3.16 % None 2.78 % None
Actuarial assumptions used to determine net periodic pension cost during the year were as follows:
January 1, 2023 January 2, 2022 January 3, 2021
Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S.
Discount rate 1.41 % 2.44 % 0.92 % 2.21 % 1.34 % 3.01 %
Rate of compensation increase 2.78 % None 2.78 % None 3.36 % None
Expected rate of return on assets 1.11 % 7.25 % 2.10 % 7.25 % 2.20 % 7.25 %
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 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 1,
2023 January 2,
2022
(In thousands)
Pension Plans with Projected Benefit Obligations in Excess of Plan Assets
Projected benefit obligations $ 120,736 $ 191,285
Fair value of plan assets — —
Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets
Accumulated benefit obligations $ 120,283 $ 189,349
Fair value of plan assets — —
Assets of the defined benefit pension plans are primarily equity and debt securities. Asset allocations as of January 1, 2023 and January 2, 2022, and target asset allocations for fiscal year 2023 are as follows:
Target Allocation Percentage of Plan Assets at
December 31, 2023 January 1, 2023 January 2, 2022
Asset Category Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S.
Equity securities 0-5% 0-10% — % 44 % — % 46 %
Debt securities 0-5% 90-100% — % 56 % — % 54 %
Other 95-100% 0-10% 100 % — % 100 % — %
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 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 1, 2023 and January 2, 2022 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 1, 2023 Using:
Total Carrying
Value at
January 1, 2023 Quoted Prices in
Active Markets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(In thousands)
Cash $ 14,483 $ 14,483 $ — $ —
Equity securities:
U.S. large-cap 61,680 61,680 — —
International large-cap value 20,148 20,148 — —
Emerging markets growth 9,902 9,902 — —
Fixed income securities:
Corporate and U.S. debt instruments 105,126 36,346 68,780 —
Short-term corporate bonds 17,088 — 17,088 —
Other types of investments:
Foreign liability driven instrument 95,062 — — 95,062
Total assets measured at fair value $ 323,489 $ 142,559 $ 85,868 $ 95,062
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 — —
Fixed income securities:
Corporate and U.S. debt instruments 133,727 41,725 92,002 —
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
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 1, 2023 compared to January 2, 2022. 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.
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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: 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.
A reconciliation of the beginning and ending Level 3 assets for fiscal years 2022, 2021 and 2020 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, 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 )
Purchases 165,680 — — 165,680
Realized losses — ( 226 ) — ( 226 )
Realized gains — 82 — 82
Balance at January 2, 2022 165,680 — — 165,680
Pension benefits paid ( 6,639 ) — — ( 6,639 )
Foreign exchange losses ( 18,411 ) — — ( 18,411 )
Return on plan assets ( 45,568 ) — — ( 45,568 )
Balance at January 1, 2023 $ 95,062 $ — $ — $ 95,062
With respect to plans outside of the United States, the Company expects to contribute $ 6.8 million in the aggregate during fiscal year 2023. During fiscal year 2023, the Company contributed $ 10.0 million to its defined benefit pension plan in the United States for the plan year 2022.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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)
2023 $ 11,907 $ 19,311
2024 12,371 19,267
2025 12,442 19,218
2026 12,835 19,094
2027 12,450 18,906
2028-2032 64,237 87,807
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 1, 2023 and January 2, 2022, the projected benefit obligations were $ 18.9 million and $ 24.1 million, respectively. Assets with a fair value of $ 0.9 million and $ 1.6 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 1, 2023 and January 2, 2022, respectively. Pension expenses and income for this plan netted to income of $ 3.2 million in fiscal year 2022, expense of $ 0.2 million in fiscal year 2021 and expense of $ 2.1 million in fiscal year 2020.
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 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 $ 17.1 million and $ 20.7 million at January 1, 2023 and January 2, 2022, 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 $ 12.2 million and $ 11.9 million as of January 1, 2023 and January 2, 2022, 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 1, 2023 should not have a material
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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.
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 2022, 2021 and 2020:
January 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Cost of product and service revenue $ 7,459 $ 3,193 $ 1,106
Research and development expenses 6,799 2,393 944
Selling, general and administrative expenses 37,260 24,089 24,854
Total stock-based compensation expense $ 51,518 $ 29,675 $ 26,904
The total income tax benefit recognized in the consolidated statements of operations for stock-based compensation was $ 12.8 million in fiscal year 2022, $ 12.2 million in fiscal year 2021 and $ 18.0 million in fiscal year 2020. 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 1,
2023 January 2,
2022 January 3,
2021
Risk-free interest rate 2.3 % 0.9 % 0.9 %
Expected dividend yield 0.2 % 0.2 % 0.3 %
Expected lives 5 years 5 years 5 years
Expected stock volatility 28.5 % 27.3 % 23.8 %
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The following table summarizes stock option activity for the fiscal year ended January 1, 2023:
Number
of
Shares Weighted-
Average Exercise
Price
(Shares in thousands)
Outstanding at beginning of year 1,192 $ 119.33
Granted 184 167.58
Exercised ( 195 ) 72.41
Canceled ( 4 ) 143.62
Forfeited ( 129 ) 152.90
Outstanding at end of year 1,048 $ 132.32
Exercisable at end of year 461 $ 102.72
The aggregate intrinsic value for stock options outstanding at January 1, 2023 was $ 24.4 million with a weighted-average remaining contractual term of 4.7 years. The aggregate intrinsic value for stock options exercisable at January 1, 2023 was $ 20.1 million with a weighted-average remaining contractual term of 3.6 years. At January 1, 2023, there were 0.6 million stock options that were expected to vest in the future, with an aggregate intrinsic value of $ 4.3 million and a weighted-average remaining contractual term of 5.6 years.
The weighted-average grant-date fair value of options granted during fiscal years 2022, 2021 and 2020 was $ 48.09 , $ 40.00 , and $ 18.98 per share, respectively. The total intrinsic value of options exercised during fiscal years 2022, 2021 and 2020 was $ 13.9 million, $ 32.4 million, and $ 51.1 million, respectively. Cash received from option exercises for fiscal years 2022, 2021 and 2020 was $ 14.1 million, $ 25.1 million, and $ 37.7 million, respectively. The total compensation expense recognized related to the Company’s outstanding options was $ 9.5 million in fiscal year 2022, $ 5.6 million in fiscal year 2021 and $ 3.1 million in fiscal year 2020.
There was $ 15.3 million of total unrecognized compensation cost related to nonvested stock options granted as of January 1, 2023. This cost is expected to be recognized over a weighted-average period of 1.9 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 1, 2023:
Number
of
Shares Weighted-
Average
Grant-
Date Fair
Value
(Shares in thousands)
Nonvested at beginning of year 637 $ 144.62
Granted 134 164.65
Vested ( 238 ) 137.90
Forfeited ( 80 ) 151.75
Nonvested at end of year 453 $ 152.79
The fair value of restricted stock awards vested during fiscal years 2022, 2021 and 2020 was $ 32.8 million, $ 11.6 million, and $ 14.0 million, respectively. The total compensation expense recognized related to the restricted stock awards was $ 34.2 million in fiscal year 2022, $ 16.3 million in fiscal year 2021 and $ 8.7 million in fiscal year 2020.
As of January 1, 2023, there was $ 43.5 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 1.3 years.
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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 2022, the Company issued 30,818 shares of common stock under the Company’s Employee Stock Purchase Plan at a weighted-average price of $ 134.05 per share. During fiscal year 2021, the Company issued 21,578 shares under this 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. At January 1, 2023 there remains available for sale to employees an aggregate of 0.7 million shares of the Company’s common stock out of the 5.0 million shares authorized by shareholders for issuance under this plan.
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, 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 )
Current year change ( 284,854 ) 44 5 ( 284,805 )
Balance, January 1, 2023 $ ( 446,664 ) $ ( 798 ) $ ( 35 ) $ ( 447,497 )
Stock Repurchases:
On July 31, 2020, the Company ’ s Board of Directors (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”). On July 22, 2022, the Repurchase Program was terminated by the Board and the Board authorized the Company to repurchase shares of common stock for an aggregate amount up to $ 300.0 million under a new stock repurchase program (the “ New Repurchase Program ” ). No shares remain available for repurchase under the Repurchase Program due to its termination. The New Repurchase Pro gram will expire on July 22, 2024 unless terminated earlier by the Board and may be suspended or discontinued at any time. During fiscal year 2022 , the Company repurchased 240,000 shares of common stock under the Repurchase Program for an aggregate cost of $ 43.4 million. During fiscal year 2022 , the Company repurchased 138,025 shares of common stock under the New Repurchase Program for an aggregate cost of $ 19.1 million . As of January 1, 2023, $ 280.9 million remained available for aggregate repurchases of shares under the New 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 2022, the Company repurchased 115,247 shares of common stock for this purpose at an aggregate cost of $ 18.1 million. 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. 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.
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Dividends:
The Board declared a regular quarterly cash dividend of $ 0.07 per share in each quarter of fiscal years 2022, 2021 and 2020. At January 1, 2023, the Company had accrued $ 8.8 million for a dividend declared in October 2022 for the fourth quarter of fiscal year 2022 that was paid in February 2023. On January 26, 2023 , the Company announced that the Board had declared a quarterly dividend of $ 0.07 per share for the first quarter of fiscal year 2023 that will be payable in May 2023. 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 55 % of the Company’s 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 $ 476.9 million at January 1, 2023 $ 371.9 million at January 2, 2022, and $ 808.0 million at January 3, 2021, 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 2022, 2021 and 2020.
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. 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 1, 2023, 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 ne t investment hedge were $( 34.5 ) million, $( 33.2 ) million and $ 49.6 million during the fiscal years 2022, 2021 and 2020, respectively.
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.
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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 1, 2023.
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 1, 2023 and January 2, 2022 classified in one of the three classifications described above:
Fair Value Measurements at January 1, 2023 Using:
Total Carrying
Value at January 1, 2023 Quoted Prices in
Active Markets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3)
(In thousands)
Marketable securities $ 11,083 $ 11,083 $ — $ —
Foreign exchange derivative assets 2,142 — 2,142 —
Foreign exchange derivative liabilities ( 1,549 ) — ( 1,549 ) —
Contingent consideration ( 46,618 ) — — ( 46,618 )
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 $ 33,683 $ 33,683 $ — $ —
Foreign exchange derivative assets 3,765 — 3,765 —
Foreign exchange derivative liabilities ( 3,463 ) — ( 3,463 ) —
Contingent consideration ( 57,996 ) — — ( 57,996 )
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 1, 2023 and January 2, 2022, none of the master netting arrangements involved collateral.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 1, 2023, 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 $ 106.2 million. The expected maximum earnout period for acquisitions with open contingency period is 5.9 years from January 1, 2023, and the remaining weighted average expected earnout period at January 1, 2023 was 4.9 years.
A reconciliation of the beginning and ending Level 3 net liabilities for contingent consideration is as follows:
(In thousands)
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 )
Additions ( 4,961 )
Amounts paid and foreign currency translation 2,562
Adjustments recognized in goodwill 12,400
Change in fair value (included within selling, general and administrative expenses) 1,377
Balance at January 1, 2023 $ ( 46,618 )
Assets and Liabilities Not Carried at Fair Value
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 $ 3,812.3 million and aggregate carrying value of $ 4,390.5 million as of January 1, 2023. 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 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 $ 3.7 million and $ 504.5 million as of January 1, 2023 and January 2, 2022, respectively. The carrying value approximates fair value and were classified as Level 2.
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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 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Lease Cost:
Operating lease cost $ 39,989 $ 39,516 37,613
Supplemental cash flow information related to leases was as follows:
January 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 37,488 $ 38,970 $ 34,373
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases $ 55,016 $ 12,345 $ 2,605
Supplemental balance sheet information related to leases was as follows:
January 1,
2023 January 2,
2022
(In thousands, except lease term and discount rate)
Operating Leases:
Operating lease right-of-use assets $ 188,351 $ 164,040
Operating lease liabilities included in Accrued expenses and other current liabilities $ 31,217 $ 29,313
Operating lease liabilities 169,968 147,395
Total operating lease liabilities $ 201,185 $ 176,708
Weighted Average Remaining Lease Term in Years
Operating leases 6.1 5.8
Weighted Average Remaining Discount Rate
Operating leases 2.6 % 1.8 %
Lease costs from finance leases, short-term leases, variable lease costs and sub-lease income are not material.
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Future payments of operating lease liabilities as of January 1, 2023 were as follows:
(In thousands)
2023 $ 38,452
2024 35,361
2025 32,080
2026 27,064
2027 23,983
2028 and thereafter 65,308
Total lease payments 222,248
Less imputed interest ( 21,063 )
Total $ 201,185
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.
The primary financial measure by which the Company evaluates the performance of its segments is adjusted operating income, which consists of operating income plus amortization of intangible assets, adjustments to operations arising from purchase accounting (primarily adjustments to the fair value of acquired inventory that are subsequently recognized), acquisition and divestiture-related costs, and other costs that are not expected to recur or are of a non-cash nature, including primarily restructuring actions.
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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 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
Revenues
Discovery & Analytical Solutions $ 1,292,909 $ 897,718 $ 596,585
Diagnostics 2,019,727 2,932,738 2,067,728
Revenue purchase accounting adjustments ( 814 ) ( 2,648 ) ( 1,083 )
Total revenues $ 3,311,822 $ 3,827,808 $ 2,663,230
Segment Operating Income
Discovery & Analytical Solutions $ 503,243 $ 281,602 $ 129,174
Diagnostics 781,985 1,432,769 1,010,361
Corporate ( 73,431 ) ( 77,364 ) ( 73,854 )
Subtotal reportable segments 1,211,797 1,637,007 1,065,681
Amortization of intangible assets ( 370,638 ) ( 256,569 ) ( 160,991 )
Purchase accounting adjustments ( 45,681 ) ( 40,993 ) ( 6,382 )
Acquisition and divestiture-related costs ( 39,826 ) ( 62,760 ) ( 4,335 )
Restructuring and other ( 12,953 ) ( 18,228 ) ( 26,700 )
Operating income from continuing operations 742,699 1,258,457 867,273
Interest and other expense, net 90,862 54,875 67,201
Income from continuing operations before income taxes $ 651,837 $ 1,203,582 $ 800,072
Additional information relating to the Company’s reporting segments is as follows for the three fiscal years ended January 1, 2023:
Depreciation and Amortization Expense Capital Expenditures
January 1,
2023 January 2,
2022 January 3,
2021 January 1,
2023 January 2,
2022 January 3,
2021
(In thousands) (In thousands)
Discovery & Analytical Solutions $ 263,698 $ 94,700 $ 48,657 $ 41,532 $ 27,818 $ 6,345
Diagnostics 161,394 214,178 149,738 40,671 57,206 55,236
Corporate 1,908 2,565 3,253 3,429 996 2,053
Continuing operations $ 427,000 $ 311,443 $ 201,648 $ 85,632 $ 86,020 $ 63,634
Total Assets
January 1,
2023 January 2,
2022
(In thousands)
Discovery & Analytical Solutions $ 8,330,045 $ 8,478,292
Diagnostics 3,991,659 4,692,816
Corporate 114,447 129,904
Current and long-term assets of discontinued operations 1,693,704 1,699,542
Total assets $ 14,129,855 $ 15,000,554
The following geographic area information for continuing operations includes revenue based on location of external customers for the three fiscal years ended January 1, 2023 and net long-lived assets based on physical location as of January 1, 2023 and January 2, 2022:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Revenue
January 1,
2023 January 2,
2022 January 3,
2021
(In thousands)
U.S. $ 1,546,520 $ 1,682,294 $ 921,574
International:
China 476,366 449,588 305,660
United Kingdom 136,017 357,911 323,837
Other international 1,152,919 1,338,015 1,112,159
Total international 1,765,302 2,145,514 1,741,656
Total revenue $ 3,311,822 $ 3,827,808 $ 2,663,230
Net Long-Lived Assets (1)
January 1,
2023 January 2,
2022
(In thousands)
U.S. $ 311,661 $ 295,397
International:
Germany 147,766 146,633
China 68,072 59,851
Other international 216,235 222,190
Total international 432,073 428,674
Total net long-lived assets $ 743,734 $ 724,071
(1) Long-lived assets consist of property and equipment, net, operating lease right-of-use assets, rental equipment, software and other long-term assets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 23: Quarterly Financial Information (Unaudited)
Selected quarterly financial information is as follows for the fiscal years ended:
First
Quarter Second
Quarter Third
Quarter Fourth
Quarter Year
(In thousands, except per share data)
January 1, 2023
Revenue $ 963,163 $ 895,642 $ 711,803 $ 741,214 $ 3,311,822
Gross profit 594,740 551,717 407,044 436,329 1,989,830
Operating income from continuing operations 261,967 232,486 110,780 137,466 742,699
Income from continuing operations before income taxes 224,904 206,344 82,142 138,447 651,837
Income from continuing operations 184,070 161,601 69,508 97,497 512,676
(Loss) income from discontinued operations ( 7,108 ) 17,611 15,839 30,161 56,503
Net income 176,962 179,212 85,347 127,658 569,179
Basic earnings per share:
Income from continuing operations $ 1.46 $ 1.28 $ 0.55 $ 0.77 $ 4.06
(Loss) income from discontinued operations ( 0.06 ) 0.14 0.13 0.24 0.45
Net income 1.40 1.42 0.68 1.01 4.51
Diluted earnings per share:
Income from continuing operations $ 1.45 $ 1.28 $ 0.55 $ 0.77 $ 4.06
(Loss) income from discontinued operations ( 0.06 ) 0.14 0.13 0.24 0.45
Net income 1.39 1.42 0.67 1.01 4.50
January 2, 2022
Revenue $ 1,027,836 $ 910,747 $ 861,315 $ 1,027,910 $ 3,827,808
Gross profit 693,187 574,143 522,860 643,797 2,433,987
Operating income from continuing operations 455,010 307,999 195,554 299,894 1,258,457
Income from continuing operations before income taxes 467,537 301,329 135,012 299,704 1,203,582
Income from continuing operations 369,859 227,857 107,631 184,089 889,436
Income from discontinued operations 9,446 18,073 20,107 6,095 53,721
Net income 379,305 245,930 127,738 190,184 943,157
Basic earnings per share:
Income from continuing operations $ 3.30 $ 2.03 $ 0.94 $ 1.46 $ 7.66
Income from discontinued operations 0.08 0.16 0.18 0.05 0.46
Net income 3.38 2.19 1.12 1.51 8.12
Diluted earnings per share:
Income continuing operations $ 3.29 $ 2.03 $ 0.94 $ 1.45 $ 7.62
Income from discontinued operations 0.08 0.16 0.17 0.05 0.46
Net income 3.37 2.19 1.11 1.50 8.08
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.