Item 1. Unaudited Financial Statements
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Item 1. Unaudited Financial Statements
REVVITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | |||||||||||||||||||||||
| April 2, 2023 | April 3, 2022 | ||||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||
| Product revenue | $ | 592,280 | $ | 731,259 | |||||||||||||||||||
| Service revenue | 82,585 | 231,904 | |||||||||||||||||||||
| Total revenue | 674,865 | 963,163 | |||||||||||||||||||||
| Cost of product revenue | 257,901 | 307,367 | |||||||||||||||||||||
| Cost of service revenue | 35,598 | 61,056 | |||||||||||||||||||||
| Total cost of revenue | 293,499 | 368,423 | |||||||||||||||||||||
| Selling, general and administrative expenses | 248,557 | 275,260 | |||||||||||||||||||||
| Research and development expenses | 56,690 | 57,524 | |||||||||||||||||||||
| Operating income from continuing operations | 76,119 | 261,956 | |||||||||||||||||||||
| Interest and other expense, net | 46,679 | 37,052 | |||||||||||||||||||||
| Income from continuing operations before income taxes | 29,440 | 224,904 | |||||||||||||||||||||
| Provision for income taxes | 4,595 | 40,834 | |||||||||||||||||||||
| Income from continuing operations | 24,845 | 184,070 | |||||||||||||||||||||
| Income (loss) from discontinued operations | 544,630 | (7,108) | |||||||||||||||||||||
| Net income | $ | 569,475 | $ | 176,962 | |||||||||||||||||||
| Basic earnings per share: | |||||||||||||||||||||||
| Income from continuing operations | $ | 0.20 | $ | 1.46 | |||||||||||||||||||
| Income (loss) from discontinued operations | 4.31 | (0.06) | |||||||||||||||||||||
| Net income | $ | 4.51 | $ | 1.40 | |||||||||||||||||||
| Diluted earnings per share: | |||||||||||||||||||||||
| Income from continuing operations | $ | 0.20 | $ | 1.45 | |||||||||||||||||||
| Income (loss) from discontinued operations | 4.31 | (0.06) | |||||||||||||||||||||
| Net income | $ | 4.50 | $ | 1.40 | |||||||||||||||||||
| Weighted average shares of common stock outstanding: | |||||||||||||||||||||||
| Basic | 126,285 | 126,137 | |||||||||||||||||||||
| Diluted | 126,469 | 126,635 | |||||||||||||||||||||
| Cash dividends declared per common share | $ | 0.07 | $ | 0.07 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
REVVITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended | |||||||||||||||||||||||
| April 2, 2023 | April 3, 2022 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Net income | $ | 569,475 | $ | 176,962 | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustments, net of income taxes: | |||||||||||||||||||||||
| Amounts recognized in other comprehensive income | 52,008 | (84,011) | |||||||||||||||||||||
| Less: amounts reclassified to earnings | (90,814) | — | |||||||||||||||||||||
| Net foreign currency translation adjustments, net of income taxes | 142,822 | (84,011) | |||||||||||||||||||||
| Unrealized gain on securities, net of income taxes | 294 | (16) | |||||||||||||||||||||
| Other comprehensive income (loss) | 143,116 | (84,027) | |||||||||||||||||||||
| Comprehensive income | $ | 712,591 | $ | 92,935 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
REVVITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| April 2, 2023 | January 1, 2023 | ||||||||||
| (In thousands, except share and per share data) | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 2,267,183 | $ | 454,358 | |||||||
| Marketable securities | 193,963 | — | |||||||||
| Accounts receivable, net | 586,922 | 612,780 | |||||||||
| Inventories | 429,423 | 405,462 | |||||||||
| Other current assets | 318,116 | 122,254 | |||||||||
| Current assets of discontinued operations | — | 1,693,704 | |||||||||
| Total current assets | 3,795,607 | 3,288,558 | |||||||||
| Property, plant and equipment, net | 491,162 | 482,950 | |||||||||
| Operating lease right-of-use assets | 167,905 | 188,351 | |||||||||
| Intangible assets, net | 3,294,657 | 3,377,174 | |||||||||
| Goodwill | 6,505,956 | 6,481,768 | |||||||||
| Other assets, net | 382,868 | 311,054 | |||||||||
| Total assets | $ | 14,638,155 | $ | 14,129,855 | |||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | 479,423 | $ | 470,929 | |||||||
| Accounts payable | 266,884 | 272,826 | |||||||||
| Accrued expenses and other current liabilities | 817,432 | 527,863 | |||||||||
| Current liabilities of discontinued operations | — | 272,865 | |||||||||
| Total current liabilities | 1,563,739 | 1,544,483 | |||||||||
| Long-term debt | 3,880,984 | 3,923,347 | |||||||||
| Deferred taxes and long-term liabilities | 1,010,230 | 1,109,181 | |||||||||
| Operating lease liabilities | 149,392 | 169,968 | |||||||||
| Total liabilities | 6,604,345 | 6,746,979 | |||||||||
| Commitments and contingencies (see Note 13) | |||||||||||
| 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 125,981,000 shares and 126,300,000 shares at April 2, 2023 and January 1, 2023, respectively | 125,981 | 126,300 | |||||||||
| Capital in excess of par value | 2,700,558 | 2,753,055 | |||||||||
| Retained earnings | 5,511,652 | 4,951,018 | |||||||||
| Accumulated other comprehensive loss | (304,381) | (447,497) | |||||||||
| Total stockholders’ equity | 8,033,810 | 7,382,876 | |||||||||
| Total liabilities and stockholders’ equity | $ | 14,638,155 | $ | 14,129,855 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
REVVITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| For the Three-Month Period Ended April 2, 2023 | |||||||||||||||||||||||||||||||||||
| Common Stock Shares | Common Stock Amount | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||
| Balance, January 1, 2023 | 126,300 | $ | 126,300 | $ | 2,753,055 | $ | 4,951,018 | $ | (447,497) | $ | 7,382,876 | ||||||||||||||||||||||||
| Net income | — | — | — | 569,475 | — | 569,475 | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 143,116 | 143,116 | |||||||||||||||||||||||||||||
| Dividends | — | — | — | (8,841) | — | (8,841) | |||||||||||||||||||||||||||||
| Exercise of employee stock options | 9 | 9 | 514 | — | — | 523 | |||||||||||||||||||||||||||||
| Purchases of common stock | (516) | (516) | (67,013) | — | — | (67,529) | |||||||||||||||||||||||||||||
| Issuance of common stock for long-term incentive program | 188 | 188 | 10,970 | — | — | 11,158 | |||||||||||||||||||||||||||||
| Stock compensation | — | — | 3,032 | — | — | 3,032 | |||||||||||||||||||||||||||||
| Balance, April 2, 2023 | 125,981 | $ | 125,981 | $ | 2,700,558 | $ | 5,511,652 | $ | (304,381) | $ | 8,033,810 | ||||||||||||||||||||||||
| For the Three-Month Period Ended April 3, 2022 | |||||||||||||||||||||||||||||||||||
| Common Stock Shares | Common Stock Amount | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||
| Balance, January 2, 2022 | 126,241 | $ | 126,241 | $ | 2,760,522 | $ | 4,417,174 | $ | (162,692) | $ | 7,141,245 | ||||||||||||||||||||||||
| Net income | — | — | — | 176,962 | — | 176,962 | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (84,027) | (84,027) | |||||||||||||||||||||||||||||
| Dividends | — | — | — | (8,905) | — | (8,905) | |||||||||||||||||||||||||||||
| Exercise of employee stock options | 18 | 18 | 1,379 | — | — | 1,397 | |||||||||||||||||||||||||||||
| Purchases of common stock | (307) | (307) | (55,285) | — | — | (55,592) | |||||||||||||||||||||||||||||
| Issuance of common stock for long-term incentive program | 188 | 188 | 12,282 | — | — | 12,470 | |||||||||||||||||||||||||||||
| Stock compensation | — | — | 2,792 | — | — | 2,792 | |||||||||||||||||||||||||||||
| Balance, April 3, 2022 | 126,140 | $ | 126,140 | $ | 2,721,690 | $ | 4,585,231 | $ | (246,719) | $ | 7,186,342 | ||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
REVVITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | |||||||||||
| April 2, 2023 | April 3, 2022 | ||||||||||
| (In thousands) | |||||||||||
| Operating activities: | |||||||||||
| Net income | $ | 569,475 | $ | 176,962 | |||||||
| (Income) loss from discontinued operations, net of income taxes | (544,630) | 7,108 | |||||||||
| Income from continuing operations | 24,845 | 184,070 | |||||||||
| Adjustments to reconcile income from continuing operations to net cash provided by continuing operations: | |||||||||||
| Stock-based compensation | 9,893 | 14,438 | |||||||||
| Restructuring and other costs, net | 3,096 | 8,983 | |||||||||
| Depreciation and amortization | 109,008 | 109,330 | |||||||||
| Change in fair value of contingent consideration | (1,360) | 693 | |||||||||
| Amortization of deferred debt financing costs and accretion of discounts | 1,792 | 1,781 | |||||||||
| Change in fair value of financial securities | (2,768) | 12,125 | |||||||||
| Debt extinguishment (income) loss | (3,345) | 119 | |||||||||
| Unrealized foreign exchange loss | 26,095 | — | |||||||||
| Amortization of acquired inventory revaluation | — | 16,868 | |||||||||
| Changes in assets and liabilities which provided (used) cash, excluding effects from companies acquired: | |||||||||||
| Accounts receivable, net | 34,424 | 77,398 | |||||||||
| Inventories | (18,520) | (20,943) | |||||||||
| Accounts payable | (4,895) | 26,739 | |||||||||
| Accrued expenses and other | (106,591) | (105,480) | |||||||||
| Net cash provided by operating activities of continuing operations | 71,674 | 326,121 | |||||||||
| Net cash used in operating activities of discontinued operations | (8,211) | (42,906) | |||||||||
| Net cash provided by operating activities | 63,463 | 283,215 | |||||||||
| Investing activities: | |||||||||||
| Capital expenditures | (20,946) | (26,969) | |||||||||
| Purchases of investments | — | (18,000) | |||||||||
| Purchases of marketable securities | (193,454) | — | |||||||||
| Cash paid for acquisitions, net of cash acquired | (686) | (3,630) | |||||||||
| Net cash used in investing activities of continuing operations | (215,086) | (48,599) | |||||||||
| Net cash provided by (used in) investing activities of discontinued operations | 2,079,588 | (7,707) | |||||||||
| Net cash provided by (used in) investing activities | 1,864,502 | (56,306) | |||||||||
| Financing activities: |
| Payments on borrowings | — | (220,000) | |||||||||
| Proceeds from borrowings | — | 220,000 | |||||||||
| Payments of term loan | — | (100,000) | |||||||||
| Payments of senior unsecured notes | (49,603) | — | |||||||||
| Settlement of cash flow hedges | — | (762) | |||||||||
| Net proceeds (payments) on other credit facilities | 7,867 | (1,064) | |||||||||
| Payments for acquisition-related contingent consideration | (1,475) | — | |||||||||
| Proceeds from issuance of common stock under stock plans | 523 | 1,397 | |||||||||
| Purchases of common stock | (61,656) | (55,592) | |||||||||
| Dividends paid | (8,841) | (8,837) | |||||||||
| Net cash used in financing activities | (113,185) | (164,858) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (16,969) | (10,636) | |||||||||
| Net increase in cash, cash equivalents and restricted cash | 1,797,811 | 51,415 | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 470,746 | 619,337 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 2,268,557 | $ | 670,752 | |||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total shown in the condensed consolidated statements of cash flows: | |||||||||||
| Cash and cash equivalents | $ | 2,267,183 | $ | 654,756 | |||||||
| Restricted cash included in other current assets | 1,019 | 997 | |||||||||
| Restricted cash included in other assets | 355 | — | |||||||||
| Cash and cash equivalents included in current assets of discontinued operations | — | 14,999 | |||||||||
| Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | $ | 2,268,557 | $ | 670,752 | |||||||
| Supplemental disclosures of non-cash investing and financing activities: | |||||||||||
| Non-cash consideration in sale of business | $ | 261,317 | $ | — |
The accompanying notes are an integral part of these condensed consolidated financial statements.
REVVITY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Basis of Presentation
The condensed consolidated financial statements included herein have been prepared by Revvity, Inc. (formerly PerkinElmer, Inc.) (the “Company”), in accordance with accounting principles generally accepted in the United States of America (the “U.S.” or the “United States”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information in the footnote disclosures of the financial statements has been condensed or omitted where it substantially duplicates information provided in the Company’s latest audited consolidated financial statements, in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in its Annual Report on Form 10-K for the fiscal year ended January 1, 2023, filed with the SEC (the “2022 Form 10-K”). The balance sheet amounts at January 1, 2023 in this report were derived from the Company’s audited 2022 consolidated financial statements included in the 2022 Form 10-K. The condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods indicated. The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts and classifications of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for the three months ended April 2, 2023 and April 3, 2022, respectively, are not necessarily indicative of the results for the entire fiscal year or any future period. In March 2023, the Company completed the previously announced sale of certain assets and the equity interests of certain entities constituting the Company’s Applied, Food and Enterprise Services businesses (the “Business”). The Business is reported for all periods as discontinued operations in the Company’s consolidated financial statements.
Note 2: Revenue
Disaggregation of revenue
In the following tables, revenue is disaggregated by primary geographical markets and primary end-markets.
| Reportable Segments | |||||||||||||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| April 2, 2023 | April 3, 2022 | ||||||||||||||||||||||||||||||||||
| Life Sciences | Diagnostics | Total | Life Sciences | Diagnostics | Total | ||||||||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||||||||
| Primary geographical markets | |||||||||||||||||||||||||||||||||||
| Americas | $ | 163,854 | $ | 138,174 | $ | 302,028 | $ | 159,797 | $ | 327,936 | $ | 487,733 | |||||||||||||||||||||||
| Europe | 80,285 | 104,612 | 184,897 | 71,585 | 198,168 | 269,753 | |||||||||||||||||||||||||||||
| Asia | 84,302 | 103,638 | 187,940 | 74,705 | 130,972 | 205,677 | |||||||||||||||||||||||||||||
| $ | 328,441 | $ | 346,424 | $ | 674,865 | $ | 306,087 | $ | 657,076 | $ | 963,163 | ||||||||||||||||||||||||
| Primary end-markets | |||||||||||||||||||||||||||||||||||
| Life sciences | $ | 328,441 | $ | — | $ | 328,441 | $ | 306,087 | $ | — | $ | 306,087 | |||||||||||||||||||||||
| Diagnostics | — | 346,424 | 346,424 | — | 657,076 | 657,076 | |||||||||||||||||||||||||||||
| $ | 328,441 | $ | 346,424 | $ | 674,865 | $ | 306,087 | $ | 657,076 | $ | 963,163 | ||||||||||||||||||||||||
Major Customer Concentration
Revenues from one customer in the Company’s Diagnostics segment represent approximately $112.7 million of the Company’s total revenue for the three months ended April 3, 2022. No single customer comprises more than 10% of net revenues for the three months ended April 2, 2023.
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 condensed 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 condensed 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:
| April 2, 2023 | January 1, 2023 | ||||||||||
| (In thousands) | |||||||||||
| Contract assets | $ | 60,808 | $ | 56,631 | |||||||
| Contract liabilities | (21,971) | (30,133) |
Note 3: Discontinued Operations
On March 13, 2023, the Company completed the previously announced sale (the “Closing”) of its Applied, Food and Enterprise Services businesses (the “Business”) to PerkinElmer Topco, L.P. (formerly known as 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”), for an aggregate purchase price of up to $2.45 billion. Upon the Closing, the Company received approximately $2.14 billion in cash proceeds, before transaction costs and subject to post-closing adjustments. The Company is entitled to an additional $75.0 million in proceeds that will be paid to the Company in connection with the transfer of the PerkinElmer brand and related trademarks to the Purchaser, and this consideration will be paid to the Company in installments over the next 24 months. The discounted value of the $75.0 million was measured as $68.0 million and is included in the proceeds at Closing. In addition, the Company is entitled to additional consideration of up to $150.0 million that is contingent on the exit valuation the Sponsor and its affiliated funds receive on a sale or other capital events related to the Business. The fair value of this element of consideration was determined to be $15.9 million and was included in the proceeds at Closing. The Company also recorded a receivable of approximately $177.5 million for working capital adjustments that are expected to be settled with the Purchaser during the second half of fiscal year 2023. In the first quarter ended April 2, 2023, the Company recognized a pre-tax gain on the disposal of the Business totaling $866.9 million and income tax expense of $299.6 million related to the transaction in discontinued operations.
As the Company is in the process of measuring the calculation of the gain on sale and related income tax provision, additional adjustments may arise that may impact the final measurement of the gain recognized. The elements of the gain calculation that may result in adjustments include the measurement of the proceeds, including the settlement of the working capital adjustment, determination of the basis of certain assets and liabilities, as well as the provision for income taxes.
In connection and concurrent with the Closing, the Company has also entered into a Transition Services Agreement with the Purchaser for a period of up to 24 months and a Contract Manufacturing Agreement for two locations for a period of up to 6 months from the Closing. Commercial transactions between the parties following the Closing are not expected to be significant.
The Business is reported for all periods as discontinued operations in the Company’s condensed consolidated financial statements. The following table summarizes the results of discontinued operations which are presented as Income from discontinued operations in the Company’s condensed consolidated statements of operations:
| Three Months Ended | |||||||||||||||||||||||
| April 2, 2023 | April 3, 2022 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Revenue | $ | 175,423 | $ | 296,279 | |||||||||||||||||||
| Cost of revenue | 124,647 | 211,788 | |||||||||||||||||||||
| Selling, general and administrative expenses | 74,794 | 72,528 | |||||||||||||||||||||
| Research and development expenses | 10,434 | 19,085 | |||||||||||||||||||||
| Operating loss | (34,452) | (7,122) | |||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Gain on sale | 866,919 | — | |||||||||||||||||||||
| Other income (expense), net | 913 | (182) | |||||||||||||||||||||
| Total other income (expense) | 867,832 | (182) | |||||||||||||||||||||
| Income (loss) from discontinued operations before income taxes | 833,380 | (7,304) | |||||||||||||||||||||
| Provision for (benefit from) income tax | 288,750 | (196) | |||||||||||||||||||||
| Income (loss) from discontinued operations | $ | 544,630 | $ | (7,108) |
The table below provides a reconciliation of the carrying amounts of the major classes of assets and liabilities of the discontinued operations to the amounts presented separately in the consolidated balance sheets at April 2, 2023 and January 1, 2023.
| April 2, 2023 | January 1, 2023 | ||||||||||
| (In thousands) | |||||||||||
| Cash and cash equivalents | $ | — | $ | 14,999 | |||||||
| Accounts receivable | — | 343,064 | |||||||||
| Inventories | — | 210,367 | |||||||||
| Other current assets | — | 32,063 | |||||||||
| Total current assets | 600,493 | ||||||||||
| Property, plant and equipment, net | — | 60,983 | |||||||||
| Operating lease right-of-use assets | — | 41,487 | |||||||||
| Intangible assets, net | — | 202,850 | |||||||||
| Goodwill | — | 772,812 | |||||||||
| Other assets, net | — | 15,079 | |||||||||
| Total long-term assets | 1,093,211 | ||||||||||
| Total assets of discontinued operations | $ | — | $ | 1,693,704 | |||||||
| Accounts payable | $ | — | $ | 29,912 | |||||||
| Accrued expenses and other current liabilities | — | 161,260 | |||||||||
| Total current liabilities | 191,172 | ||||||||||
| Deferred taxes and long-term liabilities | — | 46,046 | |||||||||
| Operating lease liabilities | — | 35,647 | |||||||||
| Total long-term liabilities | 81,693 | ||||||||||
| Total liabilities of discontinued operations | $ | — | $ | 272,865 |
The following operating and investing non-cash items from discontinued operations were as follows for the three months ended:
| April 2, 2023 | April 3, 2022 | ||||||||||
| (In thousands) | |||||||||||
| Capital expenditures | $ | 1,292 | $ | 2,462 | |||||||
| Depreciation | — | 3,285 | |||||||||
| Amortization | — | 7,437 |
Note 4: Interest and Other Expense, Net
Interest and other expense, net, consisted of the following:
| Three Months Ended | |||||||||||||||||||||||
| April 2, 2023 | April 3, 2022 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Interest income | $ | (5,272) | $ | (595) | |||||||||||||||||||
| Interest expense | 22,738 | 28,388 | |||||||||||||||||||||
| Change in fair value of financial securities | (2,768) | 12,125 | |||||||||||||||||||||
| Other components of net periodic pension cost (credit) | 2,189 | (2,555) | |||||||||||||||||||||
| Foreign exchange losses and other expense (income), net | 29,792 | (311) | |||||||||||||||||||||
| Total interest and other expense, net | $ | 46,679 | $ | 37,052 |
During the three months ended April 2, 2023, foreign exchange losses of $26.1 million related to the cash proceeds from the sale of the Business that was held offshore is included in Other expense (income), net.
Note 5: Inventories
Inventories consisted of the following:
| April 2, 2023 | January 1, 2023 | ||||||||||
| (In thousands) | |||||||||||
| Raw materials | $ | 237,077 | $ | 190,640 | |||||||
| Work in progress | 73,966 | 68,206 | |||||||||
| Finished goods | 118,380 | 146,616 | |||||||||
| Total inventories | $ | 429,423 | $ | 405,462 |
Note 6: Debt
The Company’s debt consisted of the following:
| April 2, 2023 | |||||||||||||||||||||||
| Outstanding Principal | Unamortized Debt Discount | Unamortized Debt Issuance Costs | Net Carrying Amount | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Long-Term Debt: | |||||||||||||||||||||||
| Senior Unsecured Revolving Credit Facility | $ | — | $ | — | $ | (2,461) | $ | (2,461) | |||||||||||||||
| 0.850% Senior Unsecured Notes due in 2024 (“2024 Notes”) | 718,879 | (242) | (2,677) | 715,960 | |||||||||||||||||||
| €500,000 Principal 1.875% Senior Unsecured Notes due in 2026 (“2026 Notes”) | 543,300 | (1,810) | (1,654) | 539,836 | |||||||||||||||||||
| 1.900% Senior Unsecured Notes due in 2028 (“2028 Notes”) | 500,000 | (290) | (3,494) | 496,216 | |||||||||||||||||||
| 3.3% Senior Unsecured Notes due in 2029 (“2029 Notes”) | 850,000 | (1,945) | (5,385) | 842,670 | |||||||||||||||||||
| 2.55% Senior Unsecured Notes due in March 2031 ("March 2031 Notes") | 400,000 | (111) | (2,910) | 396,979 | |||||||||||||||||||
| 2.250% Senior Unsecured Notes due in September 2031 (“September 2031 Notes”) | 500,000 | (1,322) | (3,900) | 494,778 | |||||||||||||||||||
| 3.625% Senior Unsecured Notes due in 2051 (“2051 Notes”) | 400,000 | (4) | (4,276) | 395,720 | |||||||||||||||||||
| Other Debt Facilities, non-current | 1,286 | — | — | 1,286 | |||||||||||||||||||
| Total Long-Term Debt | $ | 3,913,465 | $ | (5,724) | $ | (26,757) | $ | 3,880,984 | |||||||||||||||
| Current Portion of Long-term Debt: | |||||||||||||||||||||||
| 0.550% Senior Unsecured Notes due in 2023 (“2023 Notes”) | 467,138 | (41) | (559) | 466,538 | |||||||||||||||||||
| Other Debt Facilities, current | 12,885 | — | — | 12,885 | |||||||||||||||||||
| Total Current Portion of Long-Term Debt | 480,023 | (41) | (559) | 479,423 | |||||||||||||||||||
| Total | $ | 4,393,488 | $ | (5,765) | $ | (27,316) | $ | 4,360,407 |
During the first quarter of fiscal year 2023, the Company repurchased $49.6 million in aggregate principal amount of the 2024 Notes in open market transactions. Subsequent to the first quarter of fiscal year 2023, the Company repurchased $0.8 million in aggregate principal amount of the 2024 Notes in open market transactions. During the first quarter of fiscal year 2023, the Company purchased U.S. treasury securities whose proceeds upon maturity are intended to be utilized to repay outstanding debt securities (see Note 12).
| 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) | |||||||||||||||
| 2024 Notes | 771,659 | (283) | (3,136) | 768,240 | |||||||||||||||||||
| 2026 Notes | 533,950 | (1,902) | (1,779) | 530,269 | |||||||||||||||||||
| 2028 Notes | 500,000 | (301) | (3,631) | 496,068 | |||||||||||||||||||
| 2029 Notes | 850,000 | (2,000) | (5,537) | 842,463 | |||||||||||||||||||
| March 2031 Notes | 400,000 | (114) | (2,978) | 396,908 | |||||||||||||||||||
| September 2031 Notes | 500,000 | (1,353) | (3,991) | 494,656 | |||||||||||||||||||
| 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: | |||||||||||||||||||||||
| 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 | $ | 4,429,116 | $ | (6,020) | $ | (28,820) | $ | 4,394,276 |
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:
| Three Months Ended | |||||||||||||||||||||||
| April 2, 2023 | April 3, 2022 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Number of common shares—basic | 126,285 | 126,137 | |||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Stock options | 151 | 339 | |||||||||||||||||||||
| Restricted stock awards | 33 | 159 | |||||||||||||||||||||
| Number of common shares—diluted | 126,469 | 126,635 | |||||||||||||||||||||
| Number of potentially dilutive securities excluded from calculation due to antidilutive impact | 753 | 512 |
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: Segment 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, Nature of Operations and Accounting Policies, to the audited consolidated financial statements in the 2022 Form 10-K.
The principal products and services of the Company’s two operating segments are:
-
Life Sciences. As a result of the sale of the Business, the former Discovery & Analytical Solutions segment will now be referred to as the Life Sciences segment. This segment provides products and services targeted towards the life sciences market.
-
Diagnostics. Develops diagnostics, tools and applications focused on clinically-oriented customers, especially within the reproductive health, immunodiagnostics and applied genomics markets.
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.
Revenue and operating income (loss) from continuing operations by operating segment are shown in the table below:
| Three Months Ended | |||||||||||||||||||||||
| April 2, 2023 | April 3, 2022 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Life Sciences | $ | 328,441 | $ | 306,087 | |||||||||||||||||||
| Diagnostics | 346,630 | 657,279 | |||||||||||||||||||||
| Revenue purchase accounting adjustments | (206) | (203) | |||||||||||||||||||||
| Total revenues | $ | 674,865 | $ | 963,163 | |||||||||||||||||||
| Segment Operating Income | |||||||||||||||||||||||
| Life Sciences | $ | 129,459 | $ | 110,181 | |||||||||||||||||||
| Diagnostics | 74,432 | 300,899 | |||||||||||||||||||||
| Corporate | (14,697) | (17,682) | |||||||||||||||||||||
| Subtotal reportable segments operating income | 189,194 | 393,398 | |||||||||||||||||||||
| Amortization of intangible assets | (91,811) | (95,213) | |||||||||||||||||||||
| Purchase accounting adjustments | 914 | (18,004) | |||||||||||||||||||||
| Acquisition and divestiture-related costs | (17,951) | (8,817) | |||||||||||||||||||||
| Significant litigation matters and settlements | — | (425) | |||||||||||||||||||||
| Significant environmental matters | (1,132) | — | |||||||||||||||||||||
| Restructuring and other, net | (3,095) | (8,983) | |||||||||||||||||||||
| Operating income from continuing operations | 76,119 | 261,956 | |||||||||||||||||||||
| Interest and other expense, net (see Note 4) | 46,679 | 37,052 | |||||||||||||||||||||
| Income from continuing operations before income taxes | $ | 29,440 | $ | 224,904 |
Note 9: Stockholders’ Equity
Comprehensive Income:
The components of accumulated other comprehensive loss consisted of the following:
| April 2, 2023 | January 1, 2023 | ||||||||||
| (In thousands) | |||||||||||
| Foreign currency translation adjustments, net of income taxes | $ | (303,842) | $ | (446,664) | |||||||
| Unrecognized prior service costs, net of income taxes | (798) | (798) | |||||||||
| Unrealized net gains (losses) on marketable securities, net of income taxes | 259 | (35) | |||||||||
| Accumulated other comprehensive loss | $ | (304,381) | $ | (447,497) |
Stock Repurchases:
On July 22, 2022, the Company’s Board of Directors (the “Board”) authorized the Company to repurchase shares of common stock for an aggregate amount up to $300.0 million under a stock repurchase program (the “Repurchase Program”). During the three months ended April 2, 2023, the Company repurchased 450,238 shares of common stock under the Repurchase Program for an aggregate cost of $57.9 million. Subsequent to the first quarter of fiscal year 2023, the Company repurchased 554,306 shares of common stock under the Repurchase Program at an aggregate cost of $73.3 million.
On April 27, 2023, 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 $600.0 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 Program will expire on April 26, 2025 unless terminated earlier by the Board and may be suspended or discontinued at any time.
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 the three months ended April 2, 2023, the Company repurchased 65,993 shares of common stock for this purpose at an aggregate cost of $9.0 million. The repurchased shares have been reflected as additional authorized but unissued shares, with the payments reflected in common stock and capital in excess of par value.
Dividends:
The Board declared a regular quarterly cash dividend of $0.07 per share for the first quarter of fiscal year 2023 and in each quarter of fiscal year 2022. At April 2, 2023, the Company had accrued $8.8 million for dividends declared on January 26, 2023 for the first quarter of fiscal year 2023 that will be paid in May 2023. On April 25, 2023, the Company announced that the Board had declared a quarterly dividend of $0.07 per share for the second quarter of fiscal year 2023 that will be payable in August 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 10: 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 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 2, 2023, its annual impairment testing date for fiscal year 2023. 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 the three months ended April 2, 2023 were as follows:
| Life Sciences | Diagnostics | Consolidated | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Balance at January 1, 2023 | $ | 4,551,575 | $ | 1,930,193 | $ | 6,481,768 | |||||||||||
| Foreign currency translation | 16,986 | 7,202 | 24,188 | ||||||||||||||
| Balance at April 2, 2023 | $ | 4,568,561 | $ | 1,937,395 | $ | 6,505,956 |
Identifiable intangible asset balances by category were as follows:
| April 2, 2023 | January 1, 2023 | ||||||||||
| (In thousands) | |||||||||||
| Patents | $ | 27,808 | $ | 28,020 | |||||||
| Less: Accumulated amortization | (25,900) | (26,055) | |||||||||
| Net patents | 1,908 | 1,965 | |||||||||
| Trade names and trademarks | 151,312 | 149,453 | |||||||||
| Less: Accumulated amortization | (67,960) | (63,590) | |||||||||
| Net trade names and trademarks | 83,352 | 85,863 | |||||||||
| Licenses | 26,306 | 62,614 | |||||||||
| Less: Accumulated amortization | (15,069) | (54,254) | |||||||||
| Net licenses | 11,237 | 8,360 | |||||||||
| Core technology | 1,568,659 | 1,556,740 | |||||||||
| Less: Accumulated amortization | (495,973) | (449,689) | |||||||||
| Net core technology | 1,072,686 | 1,107,051 | |||||||||
| Customer relationships | 2,951,226 | 2,943,761 | |||||||||
| Less: Accumulated amortization | (831,112) | (775,104) | |||||||||
| Net customer relationships | 2,120,114 | 2,168,657 | |||||||||
| In-process research and development | 5,360 | 5,278 | |||||||||
| Total | $ | 3,294,657 | $ | 3,377,174 | |||||||
Total amortization expense related to amortizable intangible assets was $91.8 million and $95.2 million for the three months ended April 2, 2023 and April 3, 2022, respectively. Estimated amortization expense related to amortizable intangible assets for each of the next five years is $273.4 million for the remainder of fiscal year 2023, $357.6 million for fiscal year 2024, $336.2 million for fiscal year 2025, $329.0 million for fiscal year 2026, and $301.4 million for fiscal year 2027.
Note 11: 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 50% 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 condensed 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 condensed consolidated statement of cash flows.
Principal hedged currencies include the Chinese Renminbi, British Pound, Euro and Singapore Dollar. The Company held forward foreign exchange contracts, designated as economic hedges, with U.S. dollar equivalent notional amounts totaling $291.4 million, $476.9 million and $376.6 million at April 2, 2023, January 1, 2023 and April 3, 2022, respectively, 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 the three months ended April 2, 2023 and April 3, 2022.
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 condensed 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 condensed consolidated statement of cash flows.
During fiscal year 2018, the Company designated a portion of the 2026 Notes to hedge its net investments in certain foreign subsidiaries. Unrealized translation adjustments from a portion of the 2026 Notes were included in the foreign currency translation component of accumulated other comprehensive income (“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 April 2, 2023, the total notional amount of the 2026 Notes that was designated to hedge net investments in foreign subsidiaries was €497.2 million. The unrealized foreign exchange losses (gains) recorded in AOCI related to the net investment hedge were $9.3 million and $(16.7) million for the three months ended April 2, 2023 and April 3, 2022, respectively.
The Company does not expect any material net pre-tax gains or losses to be reclassified from accumulated other comprehensive loss into interest and other expense, net within the next twelve months.
Note 12: 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 April 2, 2023.
The Company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during the three months ended April 2, 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 and divestiture 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 April 2, 2023 and January 1, 2023 classified in one of the three classifications described above:
| Fair Value Measurements at April 2, 2023 Using: | |||||||||||||||||||||||
| Total Carrying Value at April 2, 2023 | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Marketable securities - equity securities | $ | 13,504 | $ | 13,504 | $ | — | $ | — | |||||||||||||||
| Marketable securities - U.S. treasury securities | 193,963 | 193,963 | — | — | |||||||||||||||||||
| Foreign exchange derivative assets | 332 | — | 332 | — | |||||||||||||||||||
| Foreign exchange derivative liabilities | (794) | — | (794) | — | |||||||||||||||||||
| Contingent consideration assets | 15,930 | — | — | 15,930 | |||||||||||||||||||
| Contingent consideration liabilities | (43,834) | — | — | (43,834) |
| 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 liabilities | (46,618) | — | — | (46,618) |
Level 1 and Level 2 Valuation Techniques: The Company’s Level 1 and Level 2 assets and liabilities are comprised of investments in equity, fixed-income and U.S. treasury 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 - equity securities: Include equity and fixed-income securities measured at fair value using the quoted market prices in active markets at the reporting date.
Marketable securities - U.S. treasury securities*:* Include investments in U.S. treasury securities that are classified as held-to-maturity and measured at fair value using the quoted market prices at the reporting date. Investments amounting to $99.2 million had a contractual maturity of less than one year as of April 2, 2023. Investments amounting to $94.8 million had a contractual maturity of more than one year and less than 2 years as of April 2, 2023.
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 condensed consolidated balance sheet on a net basis and are recorded in other assets. As of both April 2, 2023 and January 1, 2023, none of the master netting arrangements involved collateral.
Level 3 Valuation Techniques: The Company’s Level 3 assets and liabilities are comprised of contingent consideration related to the sale of the Business (see note 4) and acquisitions. For assets and liabilities that utilize Level 3 inputs, the Company uses significant unobservable inputs. Below is a summary of valuation techniques for Level 3 assets and liabilities.
Contingent consideration: Contingent consideration is measured at fair value at the disposition or acquisition date using projected milestone dates, discount rates, volatility, probabilities of success and projected achievement of financial targets, including revenues of the acquired business in many instances. Projected risk-adjusted contingent payments are discounted back to the current period using a discounted cash flow model.
The fair value of the contingent consideration asset was initially measured using a lattice model and recognized upon the sale of the Business on March 13, 2023. In accordance with the terms of the sale of the Business, the Company is entitled to receive up to $150.0 million that is contingent on the exit valuation the Sponsor and its affiliated funds receive on a sale or other capital event related to the Business. Potential valuation adjustments may be made as additional information and market factors that impact the expected exit valuation of the Business becomes available, with the impact of such adjustments being recorded in the Company’s condensed consolidated statements of operations.
A reconciliation of the contingent consideration assets is as follows:
| Three Months Ended | |||||||||||||||||||||||
| April 2, 2023 | |||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Balance at beginning of period | $ | — | |||||||||||||||||||||
| Amount recognized upon the sale of the Business | 15,930 | ||||||||||||||||||||||
| Change in fair value | — | ||||||||||||||||||||||
| Balance at end of period | $ | 15,930 |
The fair values of contingent consideration liabilities are calculated on a quarterly basis based on a collaborative effort of the Company’s operations, finance and accounting groups, as appropriate. Potential valuation adjustments are made as additional information becomes available, including the progress towards achieving the revenue targets, with the impact of such adjustments being recorded in the Company’s condensed consolidated statements of operations.
A reconciliation of the contingent consideration liabilities is as follows:
| Three Months Ended | |||||||||||||||||||||||
| April 2, 2023 | April 3, 2022 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Balance at beginning of period | $ | (46,618) | $ | (57,996) | |||||||||||||||||||
| Additions | — | (4,961) | |||||||||||||||||||||
| Amounts paid and foreign currency translation | 1,424 | 1,422 | |||||||||||||||||||||
| Adjustments recognized in goodwill | — | 12,400 | |||||||||||||||||||||
| Change in fair value (included within selling, general and administrative expenses) | 1,360 | (693) | |||||||||||||||||||||
| Balance at end of period | $ | (43,834) | $ | (49,828) |
Financial Instruments Not Recorded 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 a fair value of $3,859.4 million and a carrying value of $4,348.7 million as of April 2, 2023. The Company’s outstanding senior unsecured notes had a fair value of $3,812.3 million and a carrying value of $4,390.5 million as of January 1, 2023. 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 had an aggregate carrying value of $11.7 million and $3.7 million as of April 2, 2023 and January 1, 2023, respectively. The carrying value approximates fair value and were classified as Level 2.
Note 13: 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 $13.5 million and $12.2 million as of April 2, 2023 and January 1, 2023, respectively, 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. These amounts were included in accrued expenses and other current liabilities. 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 condensed consolidated financial statements. While it is possible that a loss exceeding the amounts recorded in the condensed 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, regulatory matters, 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 April 2, 2023 would not have a material adverse effect on the Company’s consolidated financial statements. However, each of these matters is subject to uncertainties, and it is possible that some of these matters may be resolved unfavorably to the Company.
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