Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 25, 2021 | Oct. 22, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 25, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-15943 | |
Entity Registrant Name | CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-1397316 | |
Entity Address, Address Line One | 251 Ballardvale Street | |
Entity Address, City or Town | Wilmington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01887 | |
City Area Code | 781 | |
Local Phone Number | 222-6000 | |
Title of 12(b) Security | Common stock, $0.01 par value | |
Trading Symbol | CRL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 50,464,399 | |
Entity Central Index Key | 0001100682 | |
Current Fiscal Year End Date | --12-25 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Total revenue | $ 895,937 | $ 743,300 | $ 2,635,110 | $ 2,132,943 |
Costs and expenses: | ||||
Selling, general and administrative | 148,573 | 128,289 | 475,807 | 385,902 |
Amortization of intangible assets | 32,852 | 28,232 | 94,664 | 83,869 |
Operating income | 155,802 | 132,753 | 417,055 | 303,802 |
Other income (expense): | ||||
Interest income | 137 | 179 | 343 | 771 |
Interest expense | (16,455) | (18,867) | (62,364) | (53,286) |
Other (expense) income, net | (16,214) | 21,211 | (37,966) | 23,400 |
Income before income taxes | 123,270 | 135,276 | 317,068 | 274,687 |
Provision for income taxes | 18,111 | 32,665 | 58,058 | 53,571 |
Net income | 105,159 | 102,611 | 259,010 | 221,116 |
Less: Net income (expense) attributable to noncontrolling interests | 1,733 | (298) | 5,606 | 3 |
Net income attributable to common shareholders | $ 103,426 | $ 102,909 | $ 253,404 | $ 221,113 |
Earnings per common share | ||||
Basic (in dollars per share) | $ 2.05 | $ 2.07 | $ 5.04 | $ 4.47 |
Diluted (in dollars per share) | $ 2.01 | $ 2.03 | $ 4.93 | $ 4.39 |
Weighted-average number of common shares outstanding: | ||||
Basic (in shares) | 50,425 | 49,703 | 50,234 | 49,482 |
Diluted (in shares) | 51,558 | 50,702 | 51,360 | 50,371 |
Service | ||||
Total revenue | $ 703,859 | $ 580,774 | $ 2,045,760 | $ 1,677,927 |
Costs and expenses: | ||||
Cost of services provided and products sold (excluding amortization of intangible assets) | 468,659 | 377,226 | 1,369,396 | 1,124,988 |
Product | ||||
Total revenue | 192,078 | 162,526 | 589,350 | 455,016 |
Costs and expenses: | ||||
Cost of services provided and products sold (excluding amortization of intangible assets) | $ 90,051 | $ 76,800 | $ 278,188 | $ 234,382 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 105,159 | $ 102,611 | $ 259,010 | $ 221,116 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (28,909) | 20,112 | 1,747 | (17,993) |
Amortization of net loss and prior service benefit included in net periodic cost for pension and other post-retirement benefit plans | 991 | 1,411 | 2,972 | 4,150 |
Comprehensive income, before income taxes related to items of other comprehensive income | 77,241 | 124,134 | 263,729 | 207,273 |
Less: Income tax (benefit) expense related to items of other comprehensive income | (3,140) | 3,201 | (1,716) | 3,024 |
Comprehensive income, net of income taxes | 80,381 | 120,933 | 265,445 | 204,249 |
Less: Comprehensive income related to noncontrolling interests, net of income taxes | 1,713 | 591 | 5,946 | 399 |
Comprehensive income attributable to common shareholders, net of income taxes | $ 78,668 | $ 120,342 | $ 259,499 | $ 203,850 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 212,539 | $ 228,424 |
Trade receivables and contract assets, net of allowances for doubtful accounts of $7,024 and $6,702, respectively | 660,452 | 617,740 |
Inventories | 181,694 | 185,695 |
Prepaid assets | 77,527 | 96,712 |
Other current assets | 246,828 | 72,560 |
Total current assets | 1,379,040 | 1,201,131 |
Property, plant and equipment, net | 1,175,911 | 1,124,358 |
Operating lease right-of-use assets, net | 284,722 | 178,220 |
Goodwill | 2,736,322 | 1,809,168 |
Client relationships and other intangible assets, net | 1,099,880 | 787,599 |
Deferred tax assets | 41,117 | 37,729 |
Other assets | 341,445 | 352,626 |
Total assets | 7,058,437 | 5,490,831 |
Current liabilities: | ||
Current portion of long-term debt and finance leases | 2,275 | 50,214 |
Accounts payable | 127,913 | 122,475 |
Accrued compensation | 223,045 | 206,823 |
Deferred revenue | 221,731 | 207,942 |
Accrued liabilities | 244,790 | 149,820 |
Other current liabilities | 163,997 | 102,477 |
Total current liabilities | 983,751 | 839,751 |
Long-term debt, net and finance leases | 2,892,676 | 1,929,571 |
Operating lease right-of-use liabilities | 244,012 | 155,595 |
Deferred tax liabilities | 259,119 | 217,031 |
Other long-term liabilities | 214,258 | 205,215 |
Total liabilities | 4,593,816 | 3,347,163 |
Commitments and contingencies (Notes 2, 9, 11, 12, 16 and 17) | ||
Redeemable noncontrolling interests | 32,556 | 25,499 |
Equity: | ||
Preferred stock, $0.01 par value; 20,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 120,000 shares authorized; 50,607 shares issued and 50,460 shares outstanding as of September 25, 2021, and 49,767 shares issued and outstanding as of December 26, 2020 | 506 | 498 |
Additional paid-in capital | 1,720,461 | 1,627,564 |
Retained earnings | 878,818 | 625,414 |
Treasury stock, at cost, 147 and 0 shares, as of September 25, 2021 and December 26, 2020, respectively | (40,440) | 0 |
Accumulated other comprehensive loss | (132,779) | (138,874) |
Total equity attributable to common shareholders | 2,426,566 | 2,114,602 |
Noncontrolling interest | 5,499 | 3,567 |
Total equity | 2,432,065 | 2,118,169 |
Total liabilities, redeemable noncontrolling interests and equity | 7,058,437 | 5,490,831 |
Client relationships, net | ||
Current assets: | ||
Client relationships and other intangible assets, net | 1,012,606 | 721,505 |
Other intangible assets, net | ||
Current assets: | ||
Client relationships and other intangible assets, net | $ 87,274 | $ 66,094 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 7,024 | $ 6,702 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 50,607,000 | 49,767,000 |
Common stock, shares outstanding (in shares) | 50,460,000 | 49,767,000 |
Treasury stock, shares (in shares) | 147,000 | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Cash flows relating to operating activities | ||||
Net income | $ 105,159 | $ 102,611 | $ 259,010 | $ 221,116 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 68,686 | 59,580 | 198,299 | 174,048 |
Stock-based compensation | 52,289 | 40,973 | ||
Debt extinguishment and financing costs | 28,972 | 2,759 | ||
Deferred income taxes | (13,757) | (3,131) | ||
Loss (gain) on venture capital and strategic equity investments, net | 17,277 | (32,226) | ||
Other, net | (9,432) | 14,143 | ||
Changes in assets and liabilities: | ||||
Trade receivables and contract assets, net | (35,592) | (51,456) | ||
Inventories | (5,639) | (14,055) | ||
Accounts payable | 11,431 | (12,327) | ||
Accrued compensation | 18,210 | 29,438 | ||
Deferred revenue | (9,394) | (1,308) | ||
Customer contract deposits | 4,850 | 9,887 | ||
Other assets and liabilities, net | 15,017 | 30,335 | ||
Net cash provided by operating activities | 531,541 | 408,196 | ||
Cash flows relating to investing activities | ||||
Acquisition of businesses and assets, net of cash acquired | (1,292,093) | (419,146) | ||
Capital expenditures | (55,536) | (26,185) | (129,997) | (78,706) |
Purchases of investments and contributions to venture capital investments | (31,963) | (19,887) | ||
Proceeds from sale of investments | 5,960 | 5,810 | ||
Other, net | 854 | (1,192) | ||
Net cash used in investing activities | (1,447,239) | (513,121) | ||
Cash flows relating to financing activities | ||||
Proceeds from long-term debt and revolving credit facility | 6,119,671 | 1,411,954 | ||
Proceeds from exercises of stock options | 43,314 | 43,806 | ||
Payments on long-term debt, revolving credit facility, and finance lease obligations | (5,190,394) | (1,320,961) | ||
Purchase of treasury stock | (40,440) | (23,905) | ||
Payment of debt extinguishment and financing costs | (38,253) | 0 | ||
Other, net | (2,328) | (4,417) | ||
Net cash provided by financing activities | 891,570 | 106,477 | ||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 17,514 | 5,825 | ||
Net change in cash, cash equivalents, and restricted cash | (6,614) | 7,377 | ||
Cash, cash equivalents, and restricted cash, beginning of period | 233,119 | 240,046 | ||
Cash, cash equivalents, and restricted cash, end of period | 226,505 | 247,423 | 226,505 | 247,423 |
Supplemental cash flow information: | ||||
Cash and cash equivalents | 212,539 | 242,879 | 212,539 | 242,879 |
Cash classified within current assets held for sale | 8,612 | 0 | 8,612 | 0 |
Restricted cash included in Other current assets | 4,275 | 2,968 | 4,275 | 2,968 |
Restricted cash included in Other assets | 1,079 | 1,576 | 1,079 | 1,576 |
Cash, cash equivalents, and restricted cash, end of period | $ 226,505 | $ 247,423 | $ 226,505 | $ 247,423 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Total Equity Attributable to Common Shareholders | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 28, 2019 | 48,936 | 0 | ||||||
Beginning balance at Dec. 28, 2019 | $ 1,637,828 | $ 1,634,584 | $ 489 | $ 1,531,785 | $ 280,329 | $ (178,019) | $ 0 | $ 3,244 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 51,168 | 50,769 | 50,769 | 399 | ||||
Other comprehensive income (loss) | (40,898) | (40,898) | (40,898) | |||||
Purchase of a 10% redeemable noncontrolling interest and recognition of related contingent consideration | (2,379) | (2,379) | (2,379) | |||||
Issuance of stock under employee compensation plans (in shares) | 694 | |||||||
Issuance of stock under employee compensation plans | 22,623 | 22,623 | $ 7 | 22,616 | ||||
Acquisition of treasury shares (in shares) | 144 | |||||||
Acquisition of treasury shares | (23,675) | (23,675) | $ (23,675) | |||||
Stock-based compensation | 10,960 | 10,960 | 10,960 | |||||
Ending balance (in shares) at Mar. 28, 2020 | 49,630 | 144 | ||||||
Ending balance at Mar. 28, 2020 | 1,655,627 | 1,651,984 | $ 496 | 1,562,982 | 331,098 | (218,917) | $ (23,675) | 3,643 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 67,876 | 67,435 | 67,435 | 441 | ||||
Other comprehensive income (loss) | 6,203 | 6,203 | 6,203 | |||||
Issuance of stock under employee compensation plans (in shares) | 174 | |||||||
Issuance of stock under employee compensation plans | 13,994 | 13,994 | $ 2 | 13,992 | ||||
Acquisition of treasury shares (in shares) | 1 | |||||||
Acquisition of treasury shares | (118) | (118) | $ (118) | |||||
Stock-based compensation | 13,143 | 13,143 | 13,143 | |||||
Ending balance (in shares) at Jun. 27, 2020 | 49,804 | 145 | ||||||
Ending balance at Jun. 27, 2020 | 1,756,725 | 1,752,641 | $ 498 | 1,590,117 | 398,533 | (212,714) | $ (23,793) | 4,084 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 103,350 | 102,909 | 102,909 | 441 | ||||
Other comprehensive income (loss) | 17,433 | 17,433 | 17,433 | |||||
Issuance of stock under employee compensation plans (in shares) | 78 | |||||||
Issuance of stock under employee compensation plans | 7,199 | 7,199 | $ 1 | 7,198 | ||||
Acquisition of treasury shares (in shares) | 1 | |||||||
Acquisition of treasury shares | (112) | (112) | $ (112) | |||||
Stock-based compensation | 16,870 | 16,870 | 16,870 | |||||
Ending balance (in shares) at Sep. 26, 2020 | 49,882 | 146 | ||||||
Ending balance at Sep. 26, 2020 | 1,901,465 | 1,896,940 | $ 499 | 1,614,185 | 501,442 | (195,281) | $ (23,905) | 4,525 |
Beginning balance (in shares) at Dec. 26, 2020 | 49,767 | 0 | ||||||
Beginning balance at Dec. 26, 2020 | 2,118,169 | 2,114,602 | $ 498 | 1,627,564 | 625,414 | (138,874) | $ 0 | 3,567 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 62,220 | 61,530 | 61,530 | 690 | ||||
Other comprehensive income (loss) | 11,857 | 11,857 | 11,857 | |||||
Adjustment of redeemable noncontrolling interest to redemption value | (835) | (835) | (835) | |||||
Issuance of stock under employee compensation plans (in shares) | 583 | |||||||
Issuance of stock under employee compensation plans | 19,612 | 19,612 | $ 6 | 19,606 | ||||
Acquisition of treasury shares (in shares) | 134 | |||||||
Acquisition of treasury shares | (36,028) | (36,028) | $ (36,028) | |||||
Stock-based compensation | 13,189 | 13,189 | 13,189 | |||||
Ending balance (in shares) at Mar. 27, 2021 | 50,350 | 134 | ||||||
Ending balance at Mar. 27, 2021 | 2,188,184 | 2,183,927 | $ 504 | 1,659,524 | 686,944 | (127,017) | $ (36,028) | 4,257 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 89,031 | 88,448 | 88,448 | 583 | ||||
Other comprehensive income (loss) | 18,996 | 18,996 | 18,996 | |||||
Adjustment of redeemable noncontrolling interest to redemption value | (1,506) | (1,506) | (1,506) | |||||
Issuance of stock under employee compensation plans (in shares) | 188 | |||||||
Issuance of stock under employee compensation plans | 15,767 | 15,767 | $ 1 | 15,766 | ||||
Acquisition of treasury shares (in shares) | 13 | |||||||
Acquisition of treasury shares | (4,269) | (4,269) | $ (4,269) | |||||
Stock-based compensation | 17,077 | 17,077 | 17,077 | |||||
Ending balance (in shares) at Jun. 26, 2021 | 50,538 | 147 | ||||||
Ending balance at Jun. 26, 2021 | 2,323,280 | 2,318,440 | $ 505 | 1,690,861 | 775,392 | (108,021) | $ (40,297) | 4,840 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 104,085 | 103,426 | 103,426 | 659 | ||||
Other comprehensive income (loss) | (24,758) | (24,758) | (24,758) | |||||
Adjustment of redeemable noncontrolling interest to redemption value | (702) | (702) | (702) | |||||
Issuance of stock under employee compensation plans (in shares) | 69 | |||||||
Issuance of stock under employee compensation plans | 8,280 | 8,280 | $ 1 | 8,279 | ||||
Acquisition of treasury shares | (143) | (143) | $ (143) | |||||
Stock-based compensation | 22,023 | 22,023 | 22,023 | |||||
Ending balance (in shares) at Sep. 25, 2021 | 50,607 | 147 | ||||||
Ending balance at Sep. 25, 2021 | $ 2,432,065 | $ 2,426,566 | $ 506 | $ 1,720,461 | $ 878,818 | $ (132,779) | $ (40,440) | $ 5,499 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) (Parenthetical) | Feb. 29, 2020 |
Redeemable Noncontrolling Interest | |
Noncontrolling interest ownership percentage | 10.00% |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 25, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying condensed consolidated financial statements are unaudited and have been prepared by Charles River Laboratories International, Inc. (the Company) in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The year-end condensed consolidated balance sheet data was derived from the Company’s audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for fiscal year 2020. The unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations. Use of Estimates The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires that the Company make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. On March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a global pandemic. The COVID-19 pandemic is dynamic, and its ultimate scope, duration and effects are uncertain. This pandemic has and continues to result in, and any future epidemic or pandemic crises may potentially result in, direct and indirect adverse effects on the Company’s industry and customers, which in turn has (with respect to COVID-19) and may (with respect to future epidemics or crises) impact the Company’s business, results of operations and financial condition. Further, the COVID-19 pandemic may also affect the Company’s operating and financial results in a manner that is not presently known to the Company or that the Company currently does not expect to present significant risks to its operations or financial results. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. Consolidation The Company’s unaudited condensed consolidated financial statements reflect its financial statements and those of its subsidiaries in which the Company holds a controlling financial interest. For consolidated entities in which the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Intercompany balances and transactions are eliminated in consolidation. The Company’s fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. Segment Reporting The Company reports its results in three reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Solutions (Manufacturing). The Company’s RMS reportable segment includes the Research Models, Research Model Services, and Research Products businesses. Research Models includes the commercial production and sale of small research models, as well as the supply of large research models. Research Model Services includes: Genetically Engineered Models and Services (GEMS), which performs contract breeding and other services associated with genetically engineered models; Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models; and Insourcing Solutions (IS), which provides colony management of its clients’ research operations (including recruitment, training, staffing, and management services). Research Products supplies controlled, consistent, customized primary cells and blood components derived from normal and mobilized peripheral blood, bone marrow, and cord blood. The Company’s DSA reportable segment includes services required to take a drug through the early development process including discovery services, which are non-regulated services to assist clients with the identification, screening, and selection of a lead compound for drug development, and regulated and non-regulated (GLP and non-GLP) safety assessment services. The Company’s Manufacturing reportable segment includes Microbial Solutions, which provides in vitro (non-animal) lot-release testing products, microbial detection products, and species identification services; Biologics Solutions (Biologics), which performs specialized testing of biologics as well as contract development and manufacturing; and Avian Vaccine Services (Avian), which supplies specific-pathogen-free chicken eggs and chickens. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 1, “Description of Business and Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for fiscal year 2020. Newly Adopted Accounting Pronouncements In January 2020, the Financial Accounting Standards Board (FASB) issue d ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).” ASU 2020-01 states any equity security transitioning from the alternative method of accounting under Topic 321 to the equity method, or vice versa, due to an observable transaction will be remeasured immediately before the transition. In addition, the ASU clarifies the accounting for certain non-derivative forward contracts or purchased call options to acquire equity securities stating such instruments will be measured using the fair value principles of Topic 321 before settlement or exercise. This standard became effective for the Company in the three months ended March 27, 2021 and did not have a significant impact on the unaudited condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax), which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. This standard became effective for the Company in the three months ended March 27, 2021 and did not have a significant impact on the unaudited condensed consolidated financial statements and related disclosures. Newly Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU, including subsequently issued updates, offers temporary optional expedients and exceptions for applying U.S. GAAP to modifications to agreements such as loans, debt securities, derivatives, and borrowings which reference LIBOR or another reference rate that will partially discontinue after December 31, 2021 and fully cease by June 30, 2023. The expedients and exceptions provided by the standard do not apply to modifications made and hedging relationships entered into or evaluated after that, except for hedging relationships existing as of the phase-out date that an entity has elected certain optional expedients for and are retained through the end of the hedging relationship. The ASU is effective until the replacement for LIBOR is completed. The interest rate on the Company’s revolving credit facility, which was amended and restated in April 2021 (see Note 9. Long-term debt and finance lease obligations) and matures in fiscal year 2026, is linked to LIBOR and alternative interest rates when LIBOR is discontinued. The Company is currently evaluating the impact this new standard will have on the consolidated financial statements and related disclosures, but does not believe there will be a material impact on the Company’s consolidated financial statements and related disclosures as LIBOR is phased out. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. ASU 2021-08 improves the accounting for acquired revenue contracts with customers in a business combination by addressing the diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU require acquirers to recognize and measure contract assets and contract liabilities acquired in the business combination in accordance with Topic 606 as if it had originated the contracts. The ASU is effective for public business entities for fiscal years beginning after December 15, 2022 and should be applied prospectively. Early adoption of this amendment is permitted, and the entity should apply retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year. The Company is currently evaluating the impact this new standard will have on the consolidated financial statements and related disclosures, but does not believe there will be a material impact upon adoption. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 25, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Fiscal 2021 Acquisitions Vigene Biosciences, Inc. On June 28, 2021 (third fiscal quarter of 2021), the Company acquired Vigene Biosciences, Inc. (Vigene), a gene therapy contract development and manufacturing organization (CDMO), providing viral vector-based gene delivery solutions. The acquisition enables clients to seamlessly conduct analytical testing, process development, and manufacturing for advanced modalities with the same scientific partner. The preliminary purchase price of Vigene was $326.1 million, net of $2.7 million in cash, subject to certain post-closing adjustments that may change the purchase price. Included in the purchase price are contingent payments fair valued at $34.5 million, which was estimated using a Monte Carlo Simulation model (the maximum contingent contractual payments are up to $57.5 million based on future performance). The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s Manufacturing reportable segment. The preliminary purchase price allocation was as follows: June 28, 2021 (in thousands) Trade receivables $ 3,548 Other current assets (excluding cash) 1,657 Property, plant and equipment 7,649 Operating lease right-of-use asset, net 22,507 Goodwill 242,822 Definite-lived intangible assets 93,600 Other long-term assets 694 Deferred revenue (4,260) Current liabilities (6,319) Operating lease right-of-use liabilities (21,220) Deferred tax liabilities (14,600) Total purchase price allocation $ 326,078 The preliminary purchase price allocation is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The definite-lived intangible assets acquired were as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 88,000 12 Backlog 2,100 1 Other intangible assets 3,500 4 Total definite-lived intangible assets $ 93,600 11 The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s Manufacturing business from new customers introduced to Vigene and the assembled workforce of the acquired business. The goodwill attributable to Vigene is not deductible for tax purposes. The Company incurred transaction and integration costs in connection with the acquisition of $1.9 million and $4.4 million for the three and nine months ended September 25, 2021 , respectively, which were included in Selling, general and administrative expenses within t he unaudited condensed consolidated statements of income. Beginning on June 28, 2021, Vigene has been included in the operating results of the Company. Vigene revenue and operating loss during the three months ended September 25, 2021 was $6.0 million and $2.6 million, respectively. Pro forma financial information as well as the disclosure of actual revenue and operating income (loss) is presented as if it had occurred as of the beginning of the period immediately preceding the period of acquisition, which is December 29, 2019, after giving effect to certain adjustments. See the bottom of this section for combined pro forma disclosure. Retrogenix Limited On March 30, 2021, the Company acquired Retrogenix Limited (Retrogenix), an early-stage contract research organization providing specialized bioanalytical services utilizing its proprietary cell microarray technology. The acquisition of Retrogenix enhances the Company’s scientific expertise with additional large molecule and cell therapy discovery capabilities. The purchase price of Retrogenix was $53.9 million, net of $8.5 million in cash. Included in the purchase price are contingent payments fair valued at $6.9 million, which is the maximum potential payout, and was based on a probability-weighted approach. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s DSA reportable segment. The preliminary purchase price allocation was as follows: March 30, 2021 (in thousands) Trade receivables $ 2,266 Other current assets (excluding cash) 209 Property, plant and equipment 400 Goodwill 34,489 Definite-lived intangible assets 22,126 Other long-term assets 1,385 Current liabilities (1,575) Deferred tax liabilities (4,174) Other long-term liabilities (1,205) Total purchase price allocation $ 53,921 The preliminary purchase price allocation is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. From the date of the acquisition through September 25, 2021, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The definite-lived intangible assets acquired were as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 17,340 13 Developed technology 3,685 3 Other intangible assets 1,101 2 Total definite-lived intangible assets $ 22,126 11 The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s DSA business from new customers introduced to Retrogenix and the assembled workforce of the acquired business. The goodwill attributable to Retrogenix is not deductible for tax purposes. The Company incurred transaction and integration costs in connection with the acquisition of $0.1 million and $1.7 million for the three and nine months ended September 25, 2021 , respectively, which were included in Selling, general and administrative expenses within t he unaudited condensed consolidated statements of income. Pro forma financial information as well as the disclosure of actual revenue and operating income (loss) have not been included because Retrogenix’ s financial results are not significant when compared to the Company’s consolidated financial results. Cognate BioServices, Inc. On March 29, 2021, the Company acquired Cognate BioServices, Inc. (Cognate), a cell and gene therapy CDMO offering comprehensive manufacturing solutions for cell therapies, as well as for the production of plasmid DNA and other inputs in the CDMO value chain. The acquisition of Cognate establishes the Company as a scientific partner for cell and gene therapy development, testing, and manufacturing, providing clients with an integrated solution from basic research and discovery through cGMP production. The preliminary purchase price of Cognate was $876.1 million, net of $70.5 million in cash, subject to certain post-closing adjustments and includes $15.7 million of consideration for an approximate 2% ownership interest not acquired, which will be redeemed in 2022 with the ultimate payout tied to performance in 2021. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility and recently issued Senior Notes. This business is reported as part of the Company’s Manufacturing reportable segment. The preliminary purchase price allocation was as follows: March 29, 2021 (in thousands) Trade receivables $ 18,566 Inventories 4,231 Other current assets (excluding cash) 10,601 Property, plant and equipment 52,082 Operating lease right-of-use assets, net 34,349 Goodwill 608,792 Definite-lived intangible assets 270,900 Other long-term assets 6,098 Deferred revenue (18,582) Current liabilities (45,025) Operating lease right-of-use liabilities (31,383) Deferred tax liabilities (34,124) Other long-term liabilities (414) Total purchase price allocation $ 876,091 The preliminary purchase price allocation is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. From the date of the acquisition through September 25, 2021, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The definite-lived intangible assets acquired were as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 257,200 13 Other intangible assets 4,800 2 Backlog 8,900 1 Total definite-lived intangible assets $ 270,900 13 The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s Manufacturing business from new customers introduced to Cognate and the assembled workforce of the acquired business. The goodwill attributable to Cognate is not deductible for tax purposes. The Company incurred transaction and integration costs in connection with the acquisition of $4.3 million and $22.7 million for the three and nine months ended September 25, 2021 , respectively, which were included in Selling, general and administrative expenses within t he unaudited condensed consolidated statements of income. Beginning on March 29, 2021, Cognate has been included in the operating results of the Company. Cognate revenue for the three and nine months ended September 25, 2021 was $30.3 million and $65.1 million, respectively. Cognate had an operating loss of $0.8 million for the three months ended September 25, 2021, and income of $0.3 million for the nine months ended September 25, 2021. Pro forma financial information as well as the disclosure of actual revenue and operating income (loss) is presented as if it had occurred as of the beginning of the period immediately preceding the period of acquisition, which is December 29, 2019, after giving effect to certain adjustments. See the bottom of this section for combined pro forma disclosure. Distributed Bio, Inc. On December 31, 2020, the Company acquired Distributed Bio, Inc. (Distributed Bio), a next-generation antibody discovery company with technologies specializing in enhancing the probability of success for delivering high-quality, readily formattable antibody fragments to support antibody and cell and gene therapy candidates to biopharmaceutical clients. The acquisition of Distributed Bio expands the Company’s capabilities with an innovative, large-molecule discovery platform, and creates an integrated, end-to-end platform for therapeutic antibody and cell and gene therapy discovery and development. The preliminary purchase price of Distributed Bio was $97.0 million, net of $0.8 million in cash, subject to certain post-closing adjustments that may change the purchase price. The total consideration includes $80.8 million cash paid, settlement of $3.0 million in convertible promissory notes previously invested by the Company during prior fiscal years, and $14.0 million of contingent consideration, which is estimated using a Monte Carlo Simulation model (the maximum contingent contractual payments are up to $21.0 million based on future performance and milestone achievements over a one-year period). The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s DSA reportable segment. The preliminary purchase price allocation was as follows: December 31, 2020 (in thousands) Trade receivables $ 2,722 Other current assets (excluding cash) 221 Property, plant and equipment 2,382 Goodwill 71,585 Definite-lived intangible assets 24,540 Other long-term assets 2,055 Current liabilities (2,823) Deferred tax liabilities (2,529) Other long-term liabilities (1,123) Total purchase price allocation $ 97,030 The preliminary purchase price allocation is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The definite-lived intangible assets acquired were as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 16,080 9 Developed technology 3,940 5 Other intangible assets 4,520 4 Total definite-lived intangible assets $ 24,540 7 The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s DSA business from new customers introduced to Distributed Bio and the assembled workforce of the acquired business. The goodwill attributable to Distributed Bio is not deductible for tax purposes. The Company incurred transaction and integration costs in connection with the acquisition of less than $0.1 million for the three months ended September 25, 2021 and $0.9 million for the nine months ended September 25, 2021 which were included in Selling, general and administrative expenses within t he unaudited condensed consolidated statements of income. Pro forma financial information as well as the disclosure of actual revenue and operating income (loss) have not been included because Distributed Bio 's financial results are not significant when compared to the Company’s consolidated financial results. Other Acquisition On March 3, 2021, the Company acquired certain assets from a distributor that supports the Company’s DSA reportable segment. The purchase price was $35.4 million, which includes $19.5 million in cash paid ($5.5 million of which was paid in fiscal 2020), and $15.9 million of contingent consideration, which is estimated using a Monte Carlo Simulation model (the maximum contingent contractual payments are up to $17.5 million based on future performance over a three-year period). The fair value of the net assets acquired included $17.3 million of goodwill, $15.2 million attributed to supplier relationships (to be amortized over a 4-year period), and $3.0 million of property, plant, and equipment. The business is reported as part of the Company’s DSA reportable segment. Pro forma information and transaction and integration costs have not been presented because such information is not material to the unaudited condensed consolidated financial statements. Pro forma information The following selected unaudited pro forma consolidated results of operations are presented as if the Cognate and Vigene acquisitions had occurred as of the beginning of the period immediately preceding the period of acquisition, which is December 29, 2019, after giving effect to certain adjustments. For the nine months ended September 25, 2021, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $17.6 million, additional interest expense on borrowing of $5.6 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments. For the nine months ended September 26, 2020, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $19.5 million, additional interest expense on borrowing of $7.7 million, elimination of intercompany activity and other one-time costs, and the tax impacts of these adjustments. Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) (unaudited) Revenue $ 895,937 $ 790,322 $ 2,678,596 $ 2,230,558 Net income attributable to common shareholders 106,288 120,189 238,775 181,326 These unaudited pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the dates indicated or that may result in the future. No effect has been given for synergies, if any, that may be realized through the acquisition. Fiscal 2020 Acquisitions Cellero, LLC On August 6, 2020, the Company acquired Cellero, LLC (Cellero), a provider of cellular products for cell therapy developers and manufacturers worldwide. The addition of Cellero enhances the Company’s unique, comprehensive solutions for the high-growth cell therapy market, strengthening the ability to help accelerate clients’ critical programs from basic research and proof-of-concept to regulatory approval and commercialization. It also expands the Company’s access to high-quality, human-derived biomaterials with Cellero’s donor sites in the United States. The purchase price for Cellero of $36.9 million, net of $0.5 million in cash, was funded through available cash. This business is reported as part of the Company’s RMS reportable segment. The purchase price allocation was as follows: August 6, 2020 (in thousands) Trade receivables $ 1,500 Inventories 551 Other current assets (excluding cash) 182 Property, plant and equipment 1,648 Goodwill 19,457 Definite-lived intangible assets 16,230 Other long-term assets 849 Current liabilities (1,360) Deferred tax liabilities (1,467) Other long-term liabilities (740) Total purchase price allocation $ 36,850 From the date of the acquisition through June 26, 2021, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis. No further adjustments will be made to the purchase price allocation. The definite-lived intangible assets acquired were as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 14,740 13 Other intangible assets 1,490 3 Total definite-lived intangible assets $ 16,230 12 The goodwill resulting from the transaction, $10.8 million of which is deductible for tax purposes due to a prior asset acquisition, is primarily attributable to the potential growth of the Company’s RMS business from new customers introduced through Cellero and the assembled workforce of the acquired business. The Company incurred integration costs in connection with the acquisition of $0.1 million and $0.7 million for the three and nine months ended September 25, 2021, respectively, and $2.0 million for the three and nine months ended September 26, 2020, which were included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income. Pro forma financial information as well as the disclosure of actual revenue and operating income (loss) have not been included because Cellero's financial results are not significant when compared to the Company’s consolidated financial results. HemaCare Corporation On January 3, 2020, the Company acquired HemaCare Corporation (HemaCare), a business specializing in the production of human-derived cellular products for the cell therapy market. The acquisition of HemaCare expands the Company’s comprehensive portfolio of early-stage research and manufacturing support solutions to encompass the production and customization of high-quality, human derived cellular products to better support clients’ cell therapy programs. The purchase price of HemaCare was $376.7 million, net of $3.1 million in cash, which was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s RMS reportable segment. The purchase price allocation was as follows: January 3, 2020 (in thousands) Trade receivables $ 6,451 Inventories 8,468 Other current assets (excluding cash) 3,494 Property, plant and equipment 10,033 Goodwill 210,196 Definite-lived intangible assets 183,540 Other long-term assets 5,920 Current liabilities (5,188) Deferred tax liabilities (38,529) Other long-term liabilities (7,664) Total purchase price allocation $ 376,721 From the date of the acquisition through December 26, 2020, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis. No further adjustments will be made to the purchase price allocation. The definite-lived intangible assets acquired were as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 170,390 19 Trade name 7,330 10 Other intangible assets 5,820 3 Total definite-lived intangible assets $ 183,540 18 The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s RMS business from new customers introduced through HemaCare and the assembled workforce of the acquired business. The goodwill attributable to HemaCare is not deductible for tax purposes. The Company incurred transaction and integration costs in connection with the acquisition of $0.1 million and $0.5 million for the three and nine months ended September 25, 2021, respectively, and $0.1 million and $5.9 million for the three and nine months ended September 26, 2020, which were included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income. The following selected unaudited pro forma consolidated results of operations are presented as if the HemaCare acquisition had occurred as of the beginning of the p eriod immediately preceding the period of acquisition, which is December 30, 2018, after giving effect to certain adjustments. For t he nine months ended September 26, 2020, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $0.4 million, elimi nation of intercompany activity and other one-time costs, and the tax impacts of these adjustments. September 26, 2020 Three Months Ended Nine Months Ended (unaudited) (unaudited) Revenue $ 743,300 $ 2,132,961 Net income attributable to common shareholders 102,802 225,890 |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 25, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERSDisaggregation of Revenue The following table disaggregates the Company’s revenue by major business line and timing of transfer of products or services: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Timing of Revenue Recognition: RMS Services and products transferred over time $ 65,805 $ 60,225 $ 197,035 $ 177,623 Services and products transferred at a point in time 105,453 91,685 327,827 236,832 Total RMS revenue 171,258 151,910 524,862 414,455 DSA Services and products transferred over time 531,637 460,821 1,571,895 1,341,832 Services and products transferred at a point in time 186 356 1,200 592 Total DSA revenue 531,823 461,177 1,573,095 1,342,424 Manufacturing Services and products transferred over time 93,473 47,457 240,015 126,088 Services and products transferred at a point in time 99,383 82,756 297,138 249,976 Total Manufacturing revenue 192,856 130,213 537,153 376,064 Total revenue $ 895,937 $ 743,300 $ 2,635,110 $ 2,132,943 RMS The RMS business generates revenue through the commercial production and sale of research models, research products, and the provision of services related to the maintenance and monitoring of research models and management of clients’ research operations. Revenue from the sale of research models and products is recognized at a point in time when the customer obtains control of the product, which may be upon shipment or upon delivery based on the shipping terms of a contract. Revenue generated from research models services is recognized over time and is typically based on a right-to-invoice measure of progress (output method) as invoiced amounts correspond directly to the value of the Company’s performance to date. DSA The DSA business provides a full suite of integrated drug discovery services directed at the identification, screening and selection of a lead compound for drug development and offers a full range of safety assessment services including bioanalysis, drug metabolism, pharmacokinetics, toxicology and pathology. DSA services revenue is generally recognized over time using the cost-to-cost or right to invoice measures of progress, primarily representing fixed fee service contracts and per unit service contracts, respectively. Manufacturing The Manufacturing business includes Microbial Solutions, which provides in vitro (non-animal) lot-release testing products, microbial detection products, and species identification services; Biologics Solutions (Biologics), which performs specialized testing of biologics as well as contract development and manufacturing; and Avian Vaccine Services (Avian), which supplies specific-pathogen-free chicken eggs and chickens. Species identification service revenue is generally recognized at a point in time as identifications are completed by the Company. Biologics service revenue is generally recognized over time using the cost-to-cost measure of progress. Microbial Solutions and Avian product sales are generally recognized at a point in time when the customer obtains control of the product, which may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Transaction Price Allocated to Future Performance Obligations The Company discloses the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of September 25, 2021. Excluded from the disclosure is the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed and (iii) service revenue recognized in accordance with ASC 842, “Leases” (see additional disclosure for Other Performance Obligations). The Company has assessed future performance obligations with respect to the COVID-19 pandemic uncertainties and believes there is an insignificant impact on the ability to meet future performance obligations and the amount of revenue to be recognize d. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) as of September 25, 2021: Revenue Expected to be Recognized in Future Periods Less than 1 Year 1 to 3 Years 4 to 5 Years Beyond 5 Years Total (in thousands) DSA $ 320,212 $ 270,556 $ 12,160 $ 966 $ 603,894 Manufacturing 5,597 — — — 5,597 Total $ 325,809 $ 270,556 $ 12,160 $ 966 $ 609,491 Contract Balances from Contracts with Customers The timing of revenue recognition, billings and cash collections results in billed receivables (client receivables), contract assets (unbilled revenue), and contract liabilities (current and long-term deferred revenue and customer contract deposits) on the unaudited condensed consolidated balance sheets. The Company’s payment terms are generally 30 days in the United States and consistent with prevailing practice in international markets. A contract asset is recorded when a right to consideration in exchange for goods or services transferred to a customer is conditioned other than the passage of time. Client receivables are recorded separately from contract assets since only the passage of time is required before consideration is due. A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. The following table provides information about client receivables, contract assets, and contract liabilities from contracts with customers: September 25, 2021 December 26, 2020 (in thousands) Balances from contracts with customers: Client receivables $ 491,481 $ 489,042 Contract assets (unbilled revenue) 175,995 135,400 Contract liabilities (current and long-term deferred revenue) 240,236 227,417 Contract liabilities (customer contract deposits) 48,533 42,244 When the Company does not have the unconditional right to advanced billings, both advanced client payments and unpaid advanced client billings are excluded from deferred revenue, with the advanced billings also being excluded from client receivables. The Company excluded approximately $24 million and $16 million of unpaid advanced client billings from both client receivables and deferred revenue in the accompanying unaudited condensed consolidated balance sheets as of September 25, 2021 and December 26, 2020, respectively. Advanced client payments of approximately $49 million and $42 million have been presented as customer contract deposits within other current liabilities in the accompanying unaudited condensed consolidated balance sheets as of September 25, 2021 and December 26, 2020, respectively. Other changes in the contract asset and the contract liability balances during the nine months ended September 25, 2021 and September 26, 2020 were as follows: (i) Changes due to business combinations: See Note 2. “Business Combinations” for the Company’s recent acquisitions. (ii) Cumulative catch-up adjustments to revenue that affect the corresponding contract asset or contract liability, including adjustments arising from a change in the measure of progress, a change in an estimate of the transaction price (including any changes in the assessment of whether an estimate of variable consideration is constrained), or a contract modification: During the nine months ended September 25, 2021 and September 26, 2020, immaterial cumulative catch-up adjustments to revenue were recorded. (iii) A change in the time frame for a right to consideration to become unconditional (that is, for a contract asset to be recorded as a client receivable): Approximately 85% of unbilled revenue as of December 26, 2020, which was $135 million, was billed during the nine months ended September 25, 2021. Approximately 85% of unbilled revenue as of December 28, 2019, which was $122 million, was billed during the nine months ended September 26, 2020. (iv) A change in the time frame for a performance obligation to be satisfied (that is, for the recognition of revenue arising from a contract liability): Approximately 85% of contract liabilities as of December 26, 2020, which was $227 million, were recognized as revenue during the nine months ended September 25, 2021. Approximately 80% of contract liabilities as of December 28, 2019, which was $193 million, were recognized as revenue during the nine months ended September 26, 2020. Other Performance Obligation s As part of the Company’s service offerings, primarily in the Manufacturing segment, the Company has identified performance obligations related to leasing Company owned assets. In certain arrangements, customers obtain substantially all of the economic benefits of the identified assets, which may include manufacturing suites and related equipment, and have the right to direct the assets’ use over the term of the contract. The associated revenue is recognized on a straight-line basis over the term of the lease, which is generally less than one year. For the three and nine months ended September 25, 2021, the Company recognized lease revenue of $5.3 million and $11.6 million, respectively, which is recorded within service revenue, which is transferred over time, within the unaudited condensed consolidated statements of income. Due to the nature of these arrangements and timing of the contractual lease term, the remaining revenue to be recognized related to these lease performance obligations is not material to the unaudited condensed consolidated financial statements. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 25, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company’s three reportable segments are RMS, DSA, and Manufacturing. The following table presents revenue and other financial information by reportable segment: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) RMS Revenue $ 171,258 $ 151,910 $ 524,862 $ 414,455 Operating income 39,111 37,108 126,626 68,325 Depreciation and amortization 9,927 9,455 29,450 27,333 Capital expenditures 18,026 3,552 29,521 15,585 DSA Revenue $ 531,823 $ 461,177 $ 1,573,095 $ 1,342,424 Operating income 116,548 90,348 312,011 234,872 Depreciation and amortization 44,072 42,707 132,268 125,138 Capital expenditures 23,270 15,532 60,783 46,436 Manufacturing Revenue $ 192,856 $ 130,213 $ 537,153 $ 376,064 Operating income 48,563 48,246 154,717 132,288 Depreciation and amortization 13,953 6,655 34,474 19,257 Capital expenditures 13,296 5,787 34,008 13,985 Reconciliations of segment operating income, depreciation and amortization, and capital expenditures to the respective consolidated amounts are as follows: Operating Income Depreciation and Amortization Capital Expenditures September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Three Months Ended: Total reportable segments $ 204,222 $ 175,702 $ 67,952 $ 58,817 $ 54,592 $ 24,871 Unallocated corporate (48,420) (42,949) 734 763 944 1,314 Total consolidated $ 155,802 $ 132,753 $ 68,686 $ 59,580 $ 55,536 $ 26,185 Nine Months Ended: Total reportable segments $ 593,354 $ 435,485 $ 196,192 $ 171,728 $ 124,312 $ 76,006 Unallocated corporate (176,299) (131,683) 2,107 2,320 5,685 2,700 Total consolidated $ 417,055 $ 303,802 $ 198,299 $ 174,048 $ 129,997 $ 78,706 Revenue for each significant product or service offering is as follows: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) RMS $ 171,258 $ 151,910 $ 524,862 $ 414,455 DSA 531,823 461,177 1,573,095 1,342,424 Manufacturing 192,856 130,213 537,153 376,064 Total revenue $ 895,937 $ 743,300 $ 2,635,110 $ 2,132,943 A summary of unallocated corporate expense consists of the following: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Stock-based compensation $ 13,258 $ 10,116 $ 31,317 $ 25,023 Compensation, benefits, and other employee-related expenses 17,249 20,812 70,535 63,541 External consulting and other service expenses 6,670 3,088 20,327 10,474 Information technology 4,074 4,937 12,286 12,888 Depreciation 734 763 2,107 2,320 Acquisition and integration 3,392 2,124 28,988 9,976 Other general unallocated corporate 3,043 1,109 10,739 7,461 Total unallocated corporate expense $ 48,420 $ 42,949 $ 176,299 $ 131,683 Other general unallocated corporate expense consists of costs associated with departments such as senior executives, corporate accounting, legal, tax, human resources, treasury, and investor relations. Revenue by geographic area is as follows: U.S. Europe Canada Asia Pacific Other Consolidated (in thousands) Three Months Ended: September 25, 2021 $ 493,564 $ 258,353 $ 85,252 $ 56,607 $ 2,161 $ 895,937 September 26, 2020 406,975 214,194 78,995 41,553 1,583 743,300 Nine Months Ended: September 25, 2021 $ 1,433,665 $ 771,594 $ 252,924 $ 171,186 $ 5,741 $ 2,635,110 September 26, 2020 1,196,605 595,391 227,171 109,347 4,429 2,132,943 Included in the Other category above are operations located in Brazil and Israel. Revenue represents sales originating in entities physically located in the identified geographic area. |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 9 Months Ended |
Sep. 25, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | SUPPLEMENTAL BALANCE SHEET INFORMATION The composition of trade receivables and contract assets, net is as follows: September 25, 2021 December 26, 2020 (in thousands) Client receivables $ 491,481 $ 489,042 Unbilled revenue 175,995 135,400 Total 667,476 624,442 Less: Allowance for doubtful accounts (7,024) (6,702) Trade receivables and contract assets, net $ 660,452 $ 617,740 The composition of inventories is as follows: September 25, 2021 December 26, 2020 (in thousands) Raw materials and supplies $ 31,352 $ 28,317 Work in process 28,340 36,755 Finished products 122,002 120,623 Inventories $ 181,694 $ 185,695 The composition of other current assets is as follows: September 25, 2021 December 26, 2020 (in thousands) Prepaid income tax $ 101,964 $ 68,462 Short-term investments 1,030 1,024 Restricted cash 4,275 3,074 Assets held for sale 139,559 — Other current assets $ 246,828 $ 72,560 Assets held for sale relate to two divestitures that occurred on October 12, 2021. All assets related to the divestitures were reclassified to Assets held for sale within Other current assets as of September 25, 2021. Refer to Note 18 “Subsequent Events” for additional information. The composition of other assets is as follows: September 25, 2021 December 26, 2020 (in thousands) Venture capital investments $ 157,842 $ 197,100 Strategic equity investments 43,353 24,704 Life insurance policies 49,167 43,827 Other long-term income tax assets 22,642 23,485 Restricted cash 1,079 1,621 Long-term pension assets 31,479 31,915 Other 35,883 29,974 Other assets $ 341,445 $ 352,626 The composition of other current liabilities is as follows: September 25, 2021 December 26, 2020 (in thousands) Current portion of operating lease right-of-use liabilities $ 31,731 $ 24,674 Accrued income taxes 38,253 24,884 Customer contract deposits 48,533 42,244 Liabilities held for sale 34,350 — Other 11,130 10,675 Other current liabilities $ 163,997 $ 102,477 Liabilities held for sale relate to two divestitures that occurred on October 12, 2021. All liabilities related to the divestitures were reclassified to Liabilities held for sale within Other current liabilities as of September 25, 2021. Refer to Note 18 “Subsequent Events” for additional information. The composition of other long-term liabilities is as follows: September 25, 2021 December 26, 2020 (in thousands) U.S. Transition Tax $ 43,057 $ 48,781 Long-term pension liability, accrued executive supplemental life insurance retirement plan and deferred compensation plan 75,059 74,233 Long-term deferred revenue 18,505 19,475 Other 77,637 62,726 Other long-term liabilities $ 214,258 $ 205,215 |
VENTURE CAPITAL AND STRATEGIC E
VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS | 9 Months Ended |
Sep. 25, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS | VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS Venture capital investments were $157.8 million and $197.1 million as of September 25, 2021 and December 26, 2020, respectively. The Company’s total commitment to the venture capital funds as of September 25, 2021 was $166.2 million, of which the Company funded $109.8 million through that date. The Company received distributions totaling $10.2 million and $6.3 million for the three months ended September 25, 2021 and September 26, 2020, respectively. The Company received distributions totaling $37.7 million and $9.6 million for the nine months ended September 25, 2021 and September 26, 2020, respectively. The Company recognized net losses on venture capital investments of $10.3 million for the three months ended September 25, 2021 and net gains of $19.9 million for the three months ended September 26, 2020, both of which were driven primarily by publicly-held investments. The Company recognized net losses on venture capital investments of $15.6 million for the nine months ended September 25, 2021, driven by the decrease in the fair value of publicly-held investments offset by increases from private investments, and net gains of $31.6 million for the nine months ended September 26, 2020, driven by both publicly-held and private investments. The Company also invests, with minority positions, directly in equity of predominantly privately-held companies. Strategic equity investments were $43.4 million and $24.7 million as of September 25, 2021 and December 26, 2020, respectively. The Company recognized insignificant gains and losses for the three and nine months ended September 25, 2021 and September 26, 2020. |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 25, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE The Company has certain financial assets and liabilities recorded at fair value, which have been classified as Level 1, 2, or 3 within the fair value hierarchy: • Level 1 - Fair values are determined utilizing prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access, • Level 2 - Fair values are determined by utilizing quoted prices for identical or similar assets and liabilities in active markets or other market observable inputs such as interest rates, yield curves, and foreign currency spot rates, • Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The fair value hierarchy level is determined by asset and class based on the lowest level of significant input. The observability of inputs may change for certain assets or liabilities. This condition could cause an asset or liability to be reclassified between levels. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. During the nine months ended September 25, 2021 and September 26, 2020, there were no transfers between levels. Valuation methodologies used for assets and liabilities measured or disclosed at fair value are as follows: • Cash equivalents - Valued at market prices determined through third-party pricing services; • Foreign currency forward contracts - Valued using market observable inputs, such as forward foreign exchange points and foreign exchanges rates; • Life insurance policies - Valued at cash surrender value based on the fair value of underlying investments; • Debt instruments - The book value of the Company’s term and revolving loans, which are variable rate loans carried at amortized cost, approximates the fair value based on current market pricing of similar debt. The book values of the Company’s Senior Notes, which are fixed rate debt, are carried at amortized cost. Fair values of the Senior Notes are based on quoted market prices and on borrowing rates available to the Company; and • Contingent consideration - Valued based on a probability weighting of the future cash flows associated with the potential outcomes. Assets and liabilities measured at fair value on a recurring basis are summarized below: September 25, 2021 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents $ — $ 952 $ — $ 952 Other assets: Life insurance policies — 41,098 — 41,098 Total assets measured at fair value $ — $ 42,050 $ — $ 42,050 Other current liabilities measured at fair value: Contingent consideration $ — $ — $ 41,124 $ 41,124 Other long-term liabilities measured at fair value: Contingent consideration — — 20,205 20,205 Total liabilities measured at fair value $ — $ — $ 61,329 $ 61,329 December 26, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents $ — $ 2,273 $ — $ 2,273 Other assets: Life insurance policies — 35,770 — 35,770 Total assets measured at fair value $ — $ 38,043 $ — $ 38,043 Other liabilities measured at fair value: Contingent consideration $ — $ — $ 2,328 $ 2,328 Total liabilities measured at fair value $ — $ — $ 2,328 $ 2,328 Contingent Consideration The following table provides a rollforward of the contingent consideration related to the Company’s business combinations. See Note 2, “Business Combinations.” Nine Months Ended September 25, 2021 September 26, 2020 (in thousands) Beginning balance $ 2,328 $ 712 Additions 72,476 2,131 Payments (2,889) (230) Adjustment of previously recorded contingent liability (10,360) (468) Foreign currency (226) 75 Ending balance $ 61,329 $ 2,220 The Company estimates the fair value of contingent consideration obligations through valuation models, such as probability-weighted and option pricing models, that incorporate probability adjusted assumptions and simulations related to the achievement of the milestones and the likelihood of making related payments. The unobservable inputs used in the fair value measurements include the probabilities of successful achievement of certain financial targets, forecasted results or targets, volatility, and discount rates. The total maximum payments due is approximately $102 million, of which the value as of September 25, 2021 is approximately $61 million. The weighted average probability of achieving the maximum target is approximately 60%. The average volatility and weighted average cost of capital are approximately 35% and 14%, respectively. Increases or decreases in these assumptions may result in a higher or lower fair value measurement, respectively. Debt Instruments The book value of the Company’s term and revolving loans, which are variable rate loans carried at amortized cost, approximates the fair value based on current market pricing of similar debt. As the fair value is based on significant other observable inputs, including current interest and foreign currency exchange rates, it is deemed to be Level 2 within the fair value hierarchy. The book value of the Company’s Senior Notes are fixed rate obligations carried at amortized cost. Fair value is based on quoted market prices as well as borrowing rates available to the Company. As the fair value is based on significant other observable outputs, it is deemed to be Level 2 within the fair value hierarchy. The book value and fair value of the Company’s Senior Notes is summarized below: September 25, 2021 December 26, 2020 Book Value Fair Value Book Value Fair Value 5.5% Senior Notes due 2026 $ — $ — $ 500,000 $ 523,100 4.25% Senior Notes due 2028 500,000 520,000 500,000 523,750 3.75% Senior Notes due 2029 500,000 515,000 — — 4.0% Senior Notes due 2031 500,000 530,600 — — |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 25, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The following table provides a rollforward of the Company’s goodwill: Adjustments to Goodwill December 26, 2020 Acquisitions Foreign Exchange Other 1 September 25, 2021 (in thousands) RMS $ 287,759 $ — $ (29) $ (6,876) $ 280,854 DSA 1,378,130 123,092 (11,436) — $ 1,489,786 Manufacturing 143,279 851,614 (2,610) (26,601) $ 965,682 Goodwill $ 1,809,168 $ 974,706 $ (14,075) $ (33,477) $ 2,736,322 The increase in goodwill during the nine months ended September 25, 2021 related primarily to the acquisitions of Cognate and Vigene in the Manufacturing reportable segment and Distributed Bio and Retrogenix in the DSA reportable segment. 1 On October 12, 2021, the Company divested two businesses (see Note 18 “Subsequent Events”) and reclassified the related goodwill to assets held for sale as of September 25, 2021. Intangible Assets, Net The following table displays intangible assets, net by major class: September 25, 2021 December 26, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (in thousands) Backlog $ 11,874 $ (8,019) $ 3,855 $ 29,233 $ (29,233) $ — Technology 137,753 (92,884) 44,869 130,907 (81,305) 49,602 Trademarks and trade names 13,188 (3,074) 10,114 15,870 (5,648) 10,222 Other 35,331 (6,895) 28,436 20,903 (14,633) 6,270 Other intangible assets 198,146 (110,872) 87,274 196,913 (130,819) 66,094 Client relationships 1,497,255 (484,649) 1,012,606 1,137,331 (415,826) 721,505 Intangible assets $ 1,695,401 $ (595,521) $ 1,099,880 $ 1,334,244 $ (546,645) $ 787,599 |
LONG-TERM DEBT AND FINANCE LEAS
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS | 9 Months Ended |
Sep. 25, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS | LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS Long-term debt, net and finance leases consists of the following: September 25, 2021 December 26, 2020 (in thousands) Term loans $ — $ 146,875 Revolving facility 1,390,250 814,752 5.5% Senior Notes due 2026 — 500,000 4.25% Senior Notes due 2028 500,000 500,000 3.75% Senior Notes due 2029 500,000 — 4.0% Senior Notes due 2031 500,000 — Other debt 369 3,457 Finance leases (Note 16) 27,987 29,047 Total debt and finance leases 2,918,606 1,994,131 Less: Current portion of long-term debt 105 47,196 Current portion of finance leases (Note 16) 2,170 3,018 Current portion of long-term debt and finance leases 2,275 50,214 Long-term debt and finance leases 2,916,331 1,943,917 Debt discount and debt issuance costs (23,655) (14,346) Long-term debt, net and finance leases $ 2,892,676 $ 1,929,571 As of September 25, 2021 and December 26, 2020, the weighted average interest rate on the Company’s debt was 2.65% and 3.11%, respectively. Term L oans and Revolving Facility (Credit Facility) As of and during the three months ended March 27, 2021, the Company had a Credit Facility consisting of a $750 million term loan and a $2.05 billion multi-currency revolving facility. The term loan facility matured in 19 quarterly installments with the last installment due March 26, 2023. During the three months ended March 27, 2021, the Company prepaid the remaining amount of the term loan, or $146.9 million, with proceeds from an unregistered private offering (see 2029 and 2031 Senior Notes below). The revolving facility had a maturity date of March 26, 2023, and required no scheduled payment before that date. Approximately $0.2 million of deferred financing costs were expensed upon prepayment of the term loan. During the three months ended June 26, 2021, the Company amended and restated the Credit Facility increasing the capacity of the revolving credit facility and extending the maturity date to April 2026, with no required scheduled payment before that date. The amended and restated Credit Facility provides for a $3.0 billion multi-currency revolving facility. No additional term loan was borrowed. Amendments were made in connection with the prospective discontinuation of LIBOR and other changes in law since the execution of the Company’s existing credit agreement and other amendments were made to certain other covenants and terms. The interest rates applicable to the amended and restated revolving facility are equal to (A) for revolving loans denominated in U.S. dollars, at the Company’s option, either the base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.50%, or (3) the one-month adjusted LIBOR rate plus 1%) or the adjusted LIBOR rate, (B) for revolving loans denominated in euros, the adjusted EURIBOR rate and (C) for revolving loans denominated in sterling, the daily simple SONIA rate, in each case, plus an interest rate margin based upon the Company’s leverage ratio. The Credit Facility includes certain customary representations and warranties, events of default, notices of material adverse changes to the Company’s business and negative and affirmative covenants. These covenants include (1) maintenance of a ratio of consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) less capital expenditures to consolidated cash interest expense, for any period of four consecutive fiscal quarters, of no less than 3.50 to 1.0 as well as (2) maintenance of a ratio of consolidated indebtedness to consolidated EBITDA for any period of four consecutive fiscal quarters, of no more than 4.25 to 1.0. As of September 25, 2021, the Company was compliant with all financial covenants under the Credit Facility. The obligations of the Company under the Credit Facility are collateralized by substantially all of the assets of the Company. During the nine months ended September 25, 2021 and September 26, 2020, the Company had multiple U.S. dollar denominated loans borrowed by a non-U.S. Euro functional currency entity under the Company’s Credit Facility, which were $400 million each. This resulted in foreign currency losses recognized in Other income, net of $22.7 million and $4.2 million during the nine months ended September 25, 2021 and September 26, 2020, respectively, related to the remeasurement of the underlying debt. The Company entered into foreign exchange forward contracts to limit its foreign currency ex posures related to these borrowings and recognized gains of $24.4 million a nd $6.1 million during the nine months ended September 25, 2021 and September 26, 2020, respectively, within Interest expense. As of September 25, 2021, the Company did not have any outstanding borrowings in a currency different than its respective functional currency. See Note 14, “Foreign Currency Contracts”, for further discussion. Base Indenture for Senior Notes The Company periodically enters into indentures in order to issue senior notes and is subject to certain affirmative and negative covenants. The Company has the following Senior Notes in the current and prior fiscal periods. 2026 Senior Notes In fiscal year 2018, the Company issued $500 million of 5.5% Senior Notes due in 2026 (2026 Senior Notes) in an unregistered offering. Interest on the 2026 Senior Notes was payable semi-annually on April 1 and October 1. During the three months ended March 27, 2021, the Company prepaid the $500 million 2026 Seniors Notes along with $21 million of related debt extinguishment costs and $13 million of accrued interest using proceeds from additional senior notes issued on the same day (see 2029 and 2031 Senior Notes). The payment of the 2026 Senior Notes was accounted for as a debt extinguishment. Approximately $21 million of debt extinguishment costs and $5 million of deferred financing costs write-offs were recorded in Interest expense during the three months ended March 27, 2021. 2028 Senior Notes In fiscal year 2019, the Company issued $500 million of 4.25% Senior Notes due in 2028 (2028 Senior Notes) in an unregistered offering. Interest on the 2028 Senior Notes is payable semi-annually on May 1 and November 1. 2029 Senior Notes and 2031 Senior Notes In the three months ended March 27, 2021, the Company issued $1 billion of debt split between $500 million of 3.75% Senior Notes due in 2029 (2029 Senior Notes), and $500 million of 4.00% Senior Notes due in 2031 (2031 Senior Notes), in an unregistered offering. Interest on the 2029 and 2031 Senior Notes is payable semi-annually on March 15 and September 15. Approximately $10 million of deferred financing costs were capitalized as part of this debt issuance. Proceeds from the 2029 and 2031 Senior Notes were used as follows: prepay the $500 million 2026 Senior Notes, $21 million of debt extinguishment costs, and $13 million of accrued interest; prepay the $146.9 million remaining term loan; pay down $135 million of the revolving facility; and pay for a portion of the Cognate acquisition, which occurred on March 29, 2021. Principal Maturities Principal maturities of existing debt, giving effect to the amended and restated Credit Agreement, for the periods set forth in the table below, are as follows: Principal (in thousands) 2021 (excluding the nine months ended September 25, 2021) $ 105 2022 — 2023 — 2024 263 2025 — Thereafter 2,890,251 Total $ 2,890,619 Letters of Credit As of September 25, 2021 and December 26, 2020, the Company had $16.7 million and $16.0 million, respectively, in outstanding letters of credit. |
EQUITY AND NONCONTROLLING INTER
EQUITY AND NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 25, 2021 | |
Equity [Abstract] | |
EQUITY AND NONCONTROLLING INTERESTS | EQUITY AND NONCONTROLLING INTERESTS Earnings Per Share The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Numerator: Net income $ 105,159 $ 102,611 $ 259,010 $ 221,116 Less: Net income (expense) attributable to noncontrolling interests 1,733 (298) 5,606 3 Net income attributable to common shareholders $ 103,426 $ 102,909 $ 253,404 $ 221,113 Denominator: Weighted-average shares outstanding - Basic 50,425 49,703 50,234 49,482 Effect of dilutive securities: Stock options, restricted stock units and performance share units 1,133 999 1,126 889 Weighted-average shares outstanding - Diluted 51,558 50,702 51,360 50,371 Options to purchase 0.2 million and 0.3 million shares for the three months ended September 25, 2021 and September 26, 2020, respectively, as well as a non-significant number of restricted stock units (RSUs) and performance share units (PSUs), were not included in computing diluted earnings per share because their inclusion would have been anti-dilutive. Options to purchase 0.2 million and 0.3 million shares for the nine months ended September 25, 2021 and September 26, 2020, respectively, as well as a non-significant number of restricted stock units (RSUs) and performance share units (PSUs), were not included in computing diluted earnings per share because their inclusion would have been anti-dilutive. Basic weighted-average shares outstanding for the nine months ended September 25, 2021 and September 26, 2020 excluded the impact of 0.7 million and 0.9 million shares of non-vested RSUs and PSUs, respectively. Treasury Shares During the nine months ended September 25, 2021 and September 26, 2020, the Company did not repurchase any shares under its authorized stock repurchase program. As of September 25, 2021, the Company had $129.1 million remaining on the authorized stock repurchase program. The Company’s stock-based compensation plans permit the netting of common stock upon vesting of RSUs and PSUs in order to satisfy individual statutory tax withholding requirements. During the nine months ended September 25, 2021 and September 26, 2020, the Company acquired 0.1 million shares for $40.4 million and 0.1 million shares for $23.9 million, respectively, from such netting. Accumulated Other Comprehensive Income (Loss) Changes to each component of accumulated other comprehensive income (loss), net of income taxes, are as follows: Foreign Currency Translation Adjustment Pension and Other Post-Retirement Benefit Plans Total (in thousands) December 26, 2020 $ (73,884) $ (64,990) $ (138,874) Other comprehensive income before reclassifications 1,407 — 1,407 Amounts reclassified from accumulated other comprehensive income — 2,972 2,972 Net current period other comprehensive income 1,407 2,972 4,379 Income tax (benefit) expense (2,448) 732 (1,716) September 25, 2021 $ (70,029) $ (62,750) $ (132,779) Nonredeemable Noncontrolling Interest The Company has an investment in an entity whose financial results are consolidated in the Company’s unaudited condensed consolidated financial statements, as it has the ability to exercise control over this entity. The interest of the noncontrolling party in this entity has been recorded as noncontrolling interest within Equity in the accompanying unaudited condensed consolidated balance sheets. The activity within the nonredeemable noncontrolling interest was not significant during the three and nine months ended September 25, 2021 and September 26, 2020. Redeemable Noncontrolling Interests The Company has a 92% equity interest in Vital River with an 8% redeemable noncontrolling interest. The Company has the right to purchase, and the noncontrolling interest holders have the right to sell, the remaining 8% equity interest at a contractually defined redemption value, subject to a redemption floor, which represents a derivative embedded within the equity instrument. These rights are exercisable beginning in 2022 and are accelerated in certain events. The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value ($21.9 million as of September 25, 2021) and the carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. As the noncontrolling interest holders have the ability to require the Company to purchase the remaining 8% interest, the noncontrolling interest is classified in the mezzanine section of the unaudited condensed consolidated balance sheets, which is presented above the equity section and below liabilities. The amount that the Company could be required to pay to purchase the remaining 8% equity interest is not limited. As part of the Citoxlab acquisition in 2019, the Company acquired an approximate 90% equity interest in a subsidiary that was fully consolidated under the voting interest model, which included an approximate 10% redeemable noncontrolling interest. In February 2020, the Company purchased the remaining approximate 10% noncontrolling interest for approximately $4 million and assumption of a contingent consideration liability payable to the former shareholders. See Note 7. “Fair Value”. In 2019, the Company acquired an 80% equity interest in a subsidiary that is fully consolidated under the voting interest model, which includes a 20% redeemable noncontrolling interest. The Company has the right to purchase, and the noncontrolling interest holders have the right to sell, the remaining 20% equity interest at its appraised value. These rights are exercisable beginning in 2022. The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the appraised value and the carrying amount adjusted for net income (loss) attributable to the noncontrolling interest or a predetermined floor value. As the noncontrolling interest holders have the ability to require the Company to purchase the remaining 20% interest, the noncontrolling interest is classified in the mezzanine section of the unaudited condensed consolidated balance sheets, which is presented above the equity section and below liabilities. The amount that the Company could be required to pay to purchase the remaining 20% equity interest is not limited. The following table provides a rollforward of the activity related to the Company’s redeemable noncontrolling interests: Nine Months Ended September 25, 2021 September 26, 2020 (in thousands) Beginning balance $ 25,499 $ 28,647 Adjustment to Vital River redemption value 3,043 — Purchase of a 10% redeemable noncontrolling interest — (3,732) Net income (loss) attributable to noncontrolling interests 3,674 (1,278) Foreign currency translation 340 396 Ending balance $ 32,556 $ 24,033 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 25, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s effective tax rates for the three months ended September 25, 2021 and September 26, 2020 were 14.7% and 24.1%, respectively. The Company’s effective tax rates for the nine months ended September 25, 2021 and September 26, 2020 were 18.3% and 19.5%, respectively. The decrease in the effective tax rates from the prior year periods was primarily attributable to higher research and development tax credits, as well as an increased benefit from stock-based compensation deductions; partially offset by deferred tax impact of tax law changes enacted in the nine months ended September 25, 2021 and higher non-deductible transaction costs incurred during the nine months ended September 25, 2021 compared to the corresponding period in 2020. For the three months ended September 25, 2021, the Company’s unrecognized tax benefits increased by $1.5 million to $28.4 million, primarily due to increases in research & development tax credit reserves. For the three months ended September 25, 2021, the amount of unrecognized income tax benefits that would impact the effective tax rate increased by $1.2 million to $25.8 million for the same reasons discussed above. The accrued interest on unrecognized tax benefits was $2.0 million as of September 25, 2021. The Company estimates that it is reasonably possible that the unrecognized tax benefits will decrease by approximately $9.8 million over the next twelve-month period, primarily due to audit settlements and expiring statutes of limitations. The Company conducts business in a number of tax jurisdictions. As a result, it is subject to tax audits on a regular basis including, but not limited to, such major jurisdictions as the U.S., Canada, the U.K., France, Germany, and China. With few exceptions, the Company is no longer subject to U.S. and international income tax examinations for years before 2018. The Company and certain of its subsidiaries have ongoing tax controversies in the U.S., Canada, France, Germany, and India. The Company does not anticipate resolution of these audits will have a material impact on its consolidated financial statements. |
PENSION AND OTHER POST-RETIREME
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS | 9 Months Ended |
Sep. 25, 2021 | |
Retirement Benefits [Abstract] | |
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS | PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS The following table provides the components of net periodic cost for the Company’s pension, deferred compensation and executive supplemental life insurance retirement plans: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Service cost $ 911 $ 797 $ 2,733 $ 2,392 Interest cost 1,344 2,355 4,032 7,064 Expected return on plan assets (1,983) (2,981) (5,950) (8,944) Amortization of prior service cost (credit) (128) (125) (383) (376) Amortization of net loss 1,110 1,586 3,330 4,758 Other adjustments — 125 (572) 375 Net periodic cost $ 1,254 $ 1,757 $ 3,190 $ 5,269 Service cost is recorded as an operating expense within the accompanying unaudited condensed consolidated statements of income. All other components of net periodic costs are recorded in Other expense, net in the accompanying unaudited condensed consolidated statements of income. The net periodic cost for the Company’s other post-retirement benefit plan for the three and nine months ended September 25, 2021 and September 26, 2020 was not significant. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 25, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company has stock-based compensation plans under which employees and non-employee directors may be granted stock-based awards such as stock options, restricted stock, RSUs, and PSUs. The following table provides stock-based compensation by the financial statement line item in which it is reflected: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Cost of revenue $ 3,818 $ 3,261 $ 9,543 $ 7,616 Selling, general and administrative 18,205 13,609 42,746 33,357 Stock-based compensation, before income taxes 22,023 16,870 52,289 40,973 Provision for income taxes (3,155) (2,508) (7,607) (6,047) Stock-based compensation, net of income taxes $ 18,868 $ 14,362 $ 44,682 $ 34,926 During the nine months ended September 25, 2021, the Company granted stock options representing 0.2 million common shares with a per-share weighted-average grant date fair value of $108.59, RSUs representing 0.1 million common shares with a per-share weighted-average grant date fair value of $338.06, and PSUs representing 0.1 million common shares with a per-share weighted-average grant date fair value of $407.76. The maximum number of common shares to be issued upon vesting of PSUs granted during the nine months ended September 25, 2021 is 0.1 million. |
FOREIGN CURRENCY CONTRACTS
FOREIGN CURRENCY CONTRACTS | 9 Months Ended |
Sep. 25, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FOREIGN CURRENCY CONTRACTS | FOREIGN CURRENCY CONTRACTS Cross currency loans The Company periodically enters into foreign exchange forward contracts to limit its foreign currency exposure related to U.S. dollar denominated loans borrowed by a non-U.S. Euro functional currency entity under the Company’s Credit Facility. These contracts are not designated as hedging instruments. Any gains or losses on these forward contracts are recognized immediately within Interest expense in the unaudited condensed consolidated statements of income. The Company had no open forward contracts related to a U.S. dollar denominated loan borrowed by a non-U.S. Euro functional currency a t September 25, 2021 or December 26, 2020. The following table summarizes the effect of the foreign exchange forward contracts entered into to limit the Company’s foreign currency exposure related to U.S. dollar denominated loans borrowed by a non-U.S. Euro functional currency entity under the Credit Facility on the Company’s unaudited condensed consolidated statements of income: September 25, 2021 September 26, 2020 Location of gain (loss) Financial statement caption amount Amount of gain (loss) Financial statement caption amount Amount of gain (loss) (in thousands) Three Months Ended: Interest expense $ (16,455) $ 5,048 $ (18,867) $ — Nine Months Ended: Interest expense $ (62,364) $ 24,380 $ (53,286) $ 6,067 Intercompany loans The Company periodically enters into foreign exchange forward contracts to limit its foreign currency exposure related to certain intercompany loans. These contracts are not designated as hedging instruments. Any gains or losses on forward contracts associated with intercompany loans are recognized immediately in Other income (expense), net and are largely offset by the remeasurement of the underlying intercompany loans. The Company did not enter into foreign currency forward contracts related to certain intercompany loans during 2021 and 2020. The Company settled one foreign currency forward contract related to certain intercompany loans in 2020, and recognized an immaterial loss during the nine months ended September 26, 2020 recognized in Other expense, net in the unaudited condensed consolidated statement of income. |
RESTRUCTURING AND ASSET IMPAIRM
RESTRUCTURING AND ASSET IMPAIRMENTS | 9 Months Ended |
Sep. 25, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND ASSET IMPAIRMENTS | RESTRUCTURING AND ASSET IMPAIRMENTSGlobal Restructuring Initiatives In recent fiscal years, the Company has undertaken productivity improvement initiatives within all reportable segments at various locations across the U.S., Canada, Europe, and China. This includes workforce right-sizing and scalability initiatives, resulting in severance and transition costs; and cost related to the consolidation of facilities, resulting in asset impairment and accelerated depreciation charges. The following table presents a summary of restructuring costs related to these initiatives within the unaudited condensed consolidated statements of income. September 25, 2021 September 26, 2020 Severance and Transition Costs Asset Impairments and Other Costs Total Severance and Transition Costs Asset Impairments and Other Costs Total (in thousands) Three Months Ended: Cost of services provided and products sold (excluding amortization of intangible assets) $ 518 $ 115 $ 633 $ 606 $ 300 $ 906 Selling, general and administrative 852 846 1,698 212 462 674 Total $ 1,370 $ 961 $ 2,331 $ 818 $ 762 $ 1,580 Nine Months Ended: Cost of services provided and products sold (excluding amortization of intangible assets) $ 1,434 $ 155 $ 1,589 $ 4,152 $ 558 $ 4,710 Selling, general and administrative 1,962 1,139 3,101 2,384 3,395 5,779 Total $ 3,396 $ 1,294 $ 4,690 $ 6,536 $ 3,953 $ 10,489 The following table presents restructuring costs by reportable segment for these productivity improvement initiatives: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) RMS $ — $ (33) $ 7 $ 727 DSA 815 1,074 2,449 7,572 Manufacturing 1,516 503 2,385 2,154 Unallocated corporate — 36 (151) 36 Total $ 2,331 $ 1,580 $ 4,690 $ 10,489 Rollforward of restructuring activities The following table provides a rollforward for all of the Company’s severance and transition costs and certain lease related costs related to all restructuring activities: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Beginning balance $ 2,842 $ 7,199 $ 5,816 $ 6,405 Expense (excluding non-cash charges) 1,483 1,069 3,842 7,943 Payments / utilization (910) (1,592) (4,374) (7,509) Other non-cash adjustments — — (1,831) — Foreign currency adjustments (11) 42 (49) (121) Ending balance $ 3,404 $ 6,718 $ 3,404 $ 6,718 |
LEASES
LEASES | 9 Months Ended |
Sep. 25, 2021 | |
Leases [Abstract] | |
LEASES | LEASES Operating and Finance Leases Right-of-use lease assets and lease liabilities are reported in the Company’s unaudited condensed consolidated balance sheets as follows: September 25, 2021 December 26, 2020 (in thousands) Operating leases Operating lease right-of-use assets, net $ 284,722 $ 178,220 Other current liabilities $ 31,731 $ 24,674 Operating lease right-of-use liabilities 244,012 155,595 Total operating lease liabilities $ 275,743 $ 180,269 Finance leases Property, plant and equipment, net $ 30,389 $ 31,614 Current portion of long-term debt and finance leases $ 2,170 $ 3,018 Long-term debt, net and finance leases 25,817 26,029 Total finance lease liabilities $ 27,987 $ 29,047 Certain operating lease right-of-use assets and liabilities were reclassified to assets and liabilities held for sale as of September 25, 2021, respectively, in connection with two divestitures that occurred on October 12, 2021. Refer to Note 18 “Subsequent Events” for additional information. The components of operating and finance lease costs were as follows: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Operating lease costs $ 12,697 $ 8,416 $ 33,073 $ 24,387 Finance lease costs: Amortization of right-of-use assets 846 966 2,534 2,853 Interest on lease liabilities 317 323 972 986 Short-term lease costs 1,335 530 3,617 1,644 Variable lease costs 1,184 1,556 2,819 3,669 Sublease income (521) (440) (1,475) (1,216) Total lease costs $ 15,858 $ 11,351 $ 41,540 $ 32,323 Other information related to leases was as follows: Supplemental cash flow information Nine Months Ended September 25, 2021 September 26, 2020 (in thousands) Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 29,346 $ 21,959 Operating cash flows from finance leases 974 986 Finance cash flows from finance leases 1,822 3,474 Non-cash leases activity: Right-of-use lease assets obtained in exchange for new operating lease liabilities $ 121,365 $ 50,491 Right-of-use lease assets obtained in exchange for new finance lease liabilities 930 735 Lease term and discount rate As of As of September 25, 2021 September 26, 2020 Weighted-average remaining lease term (in years) Operating lease 9.0 8.2 Finance lease 12.0 12.6 Weighted-average discount rate Operating lease 3.6 % 4.2 % Finance lease 4.5 % 4.5 % At the lease commencement date, the discount rate implicit in the lease is used to discount the lease liability if readily determinable. If not readily determinable or leases do not contain an implicit rate, the Company’s incremental borrowing rate is used as the discount rate, which is based on the information available at the lease commencement date and represents a rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. As of September 25, 2021, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases (in thousands) 2021 (excluding the nine months ended September 25, 2021) $ 10,546 $ 1,034 2022 41,917 3,844 2023 39,020 3,474 2024 37,415 3,242 2025 35,204 2,965 Thereafter 163,850 21,885 Total minimum future lease payments 327,952 36,444 Less: Imputed interest 52,209 8,457 Total lease liabilities $ 275,743 $ 27,987 The above table excludes certain operating lease obligations related to the two divestitures completed on October 12, 2021. Refer to Note 18 “Subsequent Events” for additional information. Total minimum future lease payments (predominantly operating leases) of approximately $129 million for leases that have not commenced as of September 25, 2021, as the Company does not yet control the underlying assets, are not included in the unaudited condensed consolidated financial statements. These leases are expected to commence between fiscal years 2021 and 2024 with lease terms of approximately 8 to 15 years. |
LEASES | LEASES Operating and Finance Leases Right-of-use lease assets and lease liabilities are reported in the Company’s unaudited condensed consolidated balance sheets as follows: September 25, 2021 December 26, 2020 (in thousands) Operating leases Operating lease right-of-use assets, net $ 284,722 $ 178,220 Other current liabilities $ 31,731 $ 24,674 Operating lease right-of-use liabilities 244,012 155,595 Total operating lease liabilities $ 275,743 $ 180,269 Finance leases Property, plant and equipment, net $ 30,389 $ 31,614 Current portion of long-term debt and finance leases $ 2,170 $ 3,018 Long-term debt, net and finance leases 25,817 26,029 Total finance lease liabilities $ 27,987 $ 29,047 Certain operating lease right-of-use assets and liabilities were reclassified to assets and liabilities held for sale as of September 25, 2021, respectively, in connection with two divestitures that occurred on October 12, 2021. Refer to Note 18 “Subsequent Events” for additional information. The components of operating and finance lease costs were as follows: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Operating lease costs $ 12,697 $ 8,416 $ 33,073 $ 24,387 Finance lease costs: Amortization of right-of-use assets 846 966 2,534 2,853 Interest on lease liabilities 317 323 972 986 Short-term lease costs 1,335 530 3,617 1,644 Variable lease costs 1,184 1,556 2,819 3,669 Sublease income (521) (440) (1,475) (1,216) Total lease costs $ 15,858 $ 11,351 $ 41,540 $ 32,323 Other information related to leases was as follows: Supplemental cash flow information Nine Months Ended September 25, 2021 September 26, 2020 (in thousands) Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 29,346 $ 21,959 Operating cash flows from finance leases 974 986 Finance cash flows from finance leases 1,822 3,474 Non-cash leases activity: Right-of-use lease assets obtained in exchange for new operating lease liabilities $ 121,365 $ 50,491 Right-of-use lease assets obtained in exchange for new finance lease liabilities 930 735 Lease term and discount rate As of As of September 25, 2021 September 26, 2020 Weighted-average remaining lease term (in years) Operating lease 9.0 8.2 Finance lease 12.0 12.6 Weighted-average discount rate Operating lease 3.6 % 4.2 % Finance lease 4.5 % 4.5 % At the lease commencement date, the discount rate implicit in the lease is used to discount the lease liability if readily determinable. If not readily determinable or leases do not contain an implicit rate, the Company’s incremental borrowing rate is used as the discount rate, which is based on the information available at the lease commencement date and represents a rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. As of September 25, 2021, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases (in thousands) 2021 (excluding the nine months ended September 25, 2021) $ 10,546 $ 1,034 2022 41,917 3,844 2023 39,020 3,474 2024 37,415 3,242 2025 35,204 2,965 Thereafter 163,850 21,885 Total minimum future lease payments 327,952 36,444 Less: Imputed interest 52,209 8,457 Total lease liabilities $ 275,743 $ 27,987 The above table excludes certain operating lease obligations related to the two divestitures completed on October 12, 2021. Refer to Note 18 “Subsequent Events” for additional information. Total minimum future lease payments (predominantly operating leases) of approximately $129 million for leases that have not commenced as of September 25, 2021, as the Company does not yet control the underlying assets, are not included in the unaudited condensed consolidated financial statements. These leases are expected to commence between fiscal years 2021 and 2024 with lease terms of approximately 8 to 15 years. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 25, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation Various lawsuits, claims and proceedings of a nature considered normal to its business are pending against the Company. While the outcome of any of these proceedings cannot be accurately predicted, the Company does not believe the ultimate resolution of any of these existing matters would have a material adverse effect on the Company’s business or financial condition. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 25, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS RMS Japan Divestiture On October 12, 2021, the Company completed the sale of its RMS Japan operations to The Jackson Laboratory for approximately $63 million in cash, subject to customary closing adjustments. The Company is in the process of evaluating the transaction and its impact on the financial statements, including evaluating the resulting gain (loss) that will be recognized. As of September 25, 2021, this business and the related assets and liabilities were classified as held-for-sale, as all relevant criteria were met, on the condensed consolidated balance sheet within Other current assets and Other current liabilities, respectively. No changes were made to the prior period. The carrying amounts of the major classes of assets and liabilities associated with the RMS Japan business were as follows: September 25, 2021 (in thousands) Assets Current assets $ 26,794 Property, plant, and equipment, net 17,964 Goodwill 6,876 Other assets 3,383 Assets held for sale $ 55,017 Liabilities Current liabilities $ 8,892 Long-term liabilities 97 Liabilities held for sale $ 8,989 CDMO Sweden Divestiture On October 12, 2021, the Company completed the sale of its gene therapy CDMO site in Sweden to a private investor group for approximately $52 million in cash and potential contingent payments of up to an additional $25 million, subject to certain adjustments. The Company is in the process of evaluating the transaction and its impact on the financial statements, including evaluating the resulting gain (loss) that will be recognized. As of September 25, 2021, this business and the related assets and liabilities were classified as held-for-sale, as all relevant criteria were met, on the condensed consolidated balance sheet within Other current assets and Other current liabilities, respectively. No changes were made to the prior period. The carrying amounts of the major classes of assets and liabilities associated with the CDMO site in Sweden were as follows: September 25, 2021 (in thousands) Assets Current assets $ 9,044 Property, plant and equipment, net 14,615 Operating lease right-of-use assets, net 20,001 Goodwill 26,601 Intangible assets, net 14,280 Assets held for sale $ 84,541 Liabilities Current liabilities $ 6,893 Operating lease right-of-use liabilities 18,468 Liabilities held for sale $ 25,361 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 25, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements are unaudited and have been prepared by Charles River Laboratories International, Inc. (the Company) in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The year-end condensed consolidated balance sheet data was derived from the Company’s audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for fiscal year 2020. The unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations. |
Use of Estimates | The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires that the Company make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. On March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a global pandemic. The COVID-19 pandemic is dynamic, and its ultimate scope, duration and effects are uncertain. This pandemic has and continues to result in, and any future epidemic or pandemic crises may potentially result in, direct and indirect adverse effects on the Company’s industry and customers, which in turn has (with respect to COVID-19) and may (with respect to future epidemics or crises) impact the Company’s business, results of operations and financial condition. Further, the COVID-19 pandemic may also affect the Company’s operating and financial results in a manner that is not presently known to the Company or that the Company currently does not expect to present significant risks to its operations or financial results. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. |
Consolidation | The Company’s unaudited condensed consolidated financial statements reflect its financial statements and those of its subsidiaries in which the Company holds a controlling financial interest. For consolidated entities in which the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Intercompany balances and transactions are eliminated in consolidation. |
Fiscal Period | The Company’s fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. |
Segment Reporting | The Company reports its results in three reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Solutions (Manufacturing). The Company’s RMS reportable segment includes the Research Models, Research Model Services, and Research Products businesses. Research Models includes the commercial production and sale of small research models, as well as the supply of large research models. Research Model Services includes: Genetically Engineered Models and Services (GEMS), which performs contract breeding and other services associated with genetically engineered models; Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models; and Insourcing Solutions (IS), which provides colony management of its clients’ research operations (including recruitment, training, staffing, and management services). Research Products supplies controlled, consistent, customized primary cells and blood components derived from normal and mobilized peripheral blood, bone marrow, and cord blood. The Company’s DSA reportable segment includes services required to take a drug through the early development process including discovery services, which are non-regulated services to assist clients with the identification, screening, and selection of a lead compound for drug development, and regulated and non-regulated (GLP and non-GLP) safety assessment services. The Company’s Manufacturing reportable segment includes Microbial Solutions, which provides in vitro (non-animal) lot-release testing products, microbial detection products, and species identification |
Newly Adopted and Newly Issued Accounting Pronouncements | In January 2020, the Financial Accounting Standards Board (FASB) issue d ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).” ASU 2020-01 states any equity security transitioning from the alternative method of accounting under Topic 321 to the equity method, or vice versa, due to an observable transaction will be remeasured immediately before the transition. In addition, the ASU clarifies the accounting for certain non-derivative forward contracts or purchased call options to acquire equity securities stating such instruments will be measured using the fair value principles of Topic 321 before settlement or exercise. This standard became effective for the Company in the three months ended March 27, 2021 and did not have a significant impact on the unaudited condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax), which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. This standard became effective for the Company in the three months ended March 27, 2021 and did not have a significant impact on the unaudited condensed consolidated financial statements and related disclosures. Newly Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU, including subsequently issued updates, offers temporary optional expedients and exceptions for applying U.S. GAAP to modifications to agreements such as loans, debt securities, derivatives, and borrowings which reference LIBOR or another reference rate that will partially discontinue after December 31, 2021 and fully cease by June 30, 2023. The expedients and exceptions provided by the standard do not apply to modifications made and hedging relationships entered into or evaluated after that, except for hedging relationships existing as of the phase-out date that an entity has elected certain optional expedients for and are retained through the end of the hedging relationship. The ASU is effective until the replacement for LIBOR is completed. The interest rate on the Company’s revolving credit facility, which was amended and restated in April 2021 (see Note 9. Long-term debt and finance lease obligations) and matures in fiscal year 2026, is linked to LIBOR and alternative interest rates when LIBOR is discontinued. The Company is currently evaluating the impact this new standard will have on the consolidated financial statements and related disclosures, but does not believe there will be a material impact on the Company’s consolidated financial statements and related disclosures as LIBOR is phased out. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. ASU 2021-08 improves the accounting for acquired revenue contracts with customers in a business combination by addressing the diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU require acquirers to recognize and measure contract assets and contract liabilities acquired in the business combination in accordance with Topic 606 as if it had originated the contracts. The ASU is effective for public business entities for fiscal years beginning after December 15, 2022 and should be applied prospectively. Early adoption of this amendment is permitted, and the entity should apply retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year. The Company is currently evaluating the impact this new standard will have on the consolidated financial statements and related disclosures, but does not believe there will be a material impact upon adoption. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | The preliminary purchase price allocation was as follows: June 28, 2021 (in thousands) Trade receivables $ 3,548 Other current assets (excluding cash) 1,657 Property, plant and equipment 7,649 Operating lease right-of-use asset, net 22,507 Goodwill 242,822 Definite-lived intangible assets 93,600 Other long-term assets 694 Deferred revenue (4,260) Current liabilities (6,319) Operating lease right-of-use liabilities (21,220) Deferred tax liabilities (14,600) Total purchase price allocation $ 326,078 The preliminary purchase price allocation was as follows: March 30, 2021 (in thousands) Trade receivables $ 2,266 Other current assets (excluding cash) 209 Property, plant and equipment 400 Goodwill 34,489 Definite-lived intangible assets 22,126 Other long-term assets 1,385 Current liabilities (1,575) Deferred tax liabilities (4,174) Other long-term liabilities (1,205) Total purchase price allocation $ 53,921 The preliminary purchase price allocation was as follows: March 29, 2021 (in thousands) Trade receivables $ 18,566 Inventories 4,231 Other current assets (excluding cash) 10,601 Property, plant and equipment 52,082 Operating lease right-of-use assets, net 34,349 Goodwill 608,792 Definite-lived intangible assets 270,900 Other long-term assets 6,098 Deferred revenue (18,582) Current liabilities (45,025) Operating lease right-of-use liabilities (31,383) Deferred tax liabilities (34,124) Other long-term liabilities (414) Total purchase price allocation $ 876,091 The preliminary purchase price allocation was as follows: December 31, 2020 (in thousands) Trade receivables $ 2,722 Other current assets (excluding cash) 221 Property, plant and equipment 2,382 Goodwill 71,585 Definite-lived intangible assets 24,540 Other long-term assets 2,055 Current liabilities (2,823) Deferred tax liabilities (2,529) Other long-term liabilities (1,123) Total purchase price allocation $ 97,030 August 6, 2020 (in thousands) Trade receivables $ 1,500 Inventories 551 Other current assets (excluding cash) 182 Property, plant and equipment 1,648 Goodwill 19,457 Definite-lived intangible assets 16,230 Other long-term assets 849 Current liabilities (1,360) Deferred tax liabilities (1,467) Other long-term liabilities (740) Total purchase price allocation $ 36,850 The purchase price allocation was as follows: January 3, 2020 (in thousands) Trade receivables $ 6,451 Inventories 8,468 Other current assets (excluding cash) 3,494 Property, plant and equipment 10,033 Goodwill 210,196 Definite-lived intangible assets 183,540 Other long-term assets 5,920 Current liabilities (5,188) Deferred tax liabilities (38,529) Other long-term liabilities (7,664) Total purchase price allocation $ 376,721 |
Schedule of Definite-Lived Intangible Assets Acquired as Part of Business Combination | The definite-lived intangible assets acquired were as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 88,000 12 Backlog 2,100 1 Other intangible assets 3,500 4 Total definite-lived intangible assets $ 93,600 11 The definite-lived intangible assets acquired were as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 17,340 13 Developed technology 3,685 3 Other intangible assets 1,101 2 Total definite-lived intangible assets $ 22,126 11 The definite-lived intangible assets acquired were as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 257,200 13 Other intangible assets 4,800 2 Backlog 8,900 1 Total definite-lived intangible assets $ 270,900 13 The definite-lived intangible assets acquired were as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 16,080 9 Developed technology 3,940 5 Other intangible assets 4,520 4 Total definite-lived intangible assets $ 24,540 7 The definite-lived intangible assets acquired were as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 14,740 13 Other intangible assets 1,490 3 Total definite-lived intangible assets $ 16,230 12 The definite-lived intangible assets acquired were as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 170,390 19 Trade name 7,330 10 Other intangible assets 5,820 3 Total definite-lived intangible assets $ 183,540 18 |
Schedule of Pro Forma Information | Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) (unaudited) Revenue $ 895,937 $ 790,322 $ 2,678,596 $ 2,230,558 Net income attributable to common shareholders 106,288 120,189 238,775 181,326 September 26, 2020 Three Months Ended Nine Months Ended (unaudited) (unaudited) Revenue $ 743,300 $ 2,132,961 Net income attributable to common shareholders 102,802 225,890 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates the Company’s revenue by major business line and timing of transfer of products or services: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Timing of Revenue Recognition: RMS Services and products transferred over time $ 65,805 $ 60,225 $ 197,035 $ 177,623 Services and products transferred at a point in time 105,453 91,685 327,827 236,832 Total RMS revenue 171,258 151,910 524,862 414,455 DSA Services and products transferred over time 531,637 460,821 1,571,895 1,341,832 Services and products transferred at a point in time 186 356 1,200 592 Total DSA revenue 531,823 461,177 1,573,095 1,342,424 Manufacturing Services and products transferred over time 93,473 47,457 240,015 126,088 Services and products transferred at a point in time 99,383 82,756 297,138 249,976 Total Manufacturing revenue 192,856 130,213 537,153 376,064 Total revenue $ 895,937 $ 743,300 $ 2,635,110 $ 2,132,943 Revenue for each significant product or service offering is as follows: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) RMS $ 171,258 $ 151,910 $ 524,862 $ 414,455 DSA 531,823 461,177 1,573,095 1,342,424 Manufacturing 192,856 130,213 537,153 376,064 Total revenue $ 895,937 $ 743,300 $ 2,635,110 $ 2,132,943 Revenue by geographic area is as follows: U.S. Europe Canada Asia Pacific Other Consolidated (in thousands) Three Months Ended: September 25, 2021 $ 493,564 $ 258,353 $ 85,252 $ 56,607 $ 2,161 $ 895,937 September 26, 2020 406,975 214,194 78,995 41,553 1,583 743,300 Nine Months Ended: September 25, 2021 $ 1,433,665 $ 771,594 $ 252,924 $ 171,186 $ 5,741 $ 2,635,110 September 26, 2020 1,196,605 595,391 227,171 109,347 4,429 2,132,943 |
Schedule of Estimated Revenue Related to Performance Obligations | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) as of September 25, 2021: Revenue Expected to be Recognized in Future Periods Less than 1 Year 1 to 3 Years 4 to 5 Years Beyond 5 Years Total (in thousands) DSA $ 320,212 $ 270,556 $ 12,160 $ 966 $ 603,894 Manufacturing 5,597 — — — 5,597 Total $ 325,809 $ 270,556 $ 12,160 $ 966 $ 609,491 |
Schedule of Client Receivables, Contract Assets and Contract Liabilities | The following table provides information about client receivables, contract assets, and contract liabilities from contracts with customers: September 25, 2021 December 26, 2020 (in thousands) Balances from contracts with customers: Client receivables $ 491,481 $ 489,042 Contract assets (unbilled revenue) 175,995 135,400 Contract liabilities (current and long-term deferred revenue) 240,236 227,417 Contract liabilities (customer contract deposits) 48,533 42,244 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Other Financial Information by Business Segment | The following table presents revenue and other financial information by reportable segment: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) RMS Revenue $ 171,258 $ 151,910 $ 524,862 $ 414,455 Operating income 39,111 37,108 126,626 68,325 Depreciation and amortization 9,927 9,455 29,450 27,333 Capital expenditures 18,026 3,552 29,521 15,585 DSA Revenue $ 531,823 $ 461,177 $ 1,573,095 $ 1,342,424 Operating income 116,548 90,348 312,011 234,872 Depreciation and amortization 44,072 42,707 132,268 125,138 Capital expenditures 23,270 15,532 60,783 46,436 Manufacturing Revenue $ 192,856 $ 130,213 $ 537,153 $ 376,064 Operating income 48,563 48,246 154,717 132,288 Depreciation and amortization 13,953 6,655 34,474 19,257 Capital expenditures 13,296 5,787 34,008 13,985 |
Reconciliation of Segment Operating Income to Consolidated Operating Income | Reconciliations of segment operating income, depreciation and amortization, and capital expenditures to the respective consolidated amounts are as follows: Operating Income Depreciation and Amortization Capital Expenditures September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Three Months Ended: Total reportable segments $ 204,222 $ 175,702 $ 67,952 $ 58,817 $ 54,592 $ 24,871 Unallocated corporate (48,420) (42,949) 734 763 944 1,314 Total consolidated $ 155,802 $ 132,753 $ 68,686 $ 59,580 $ 55,536 $ 26,185 Nine Months Ended: Total reportable segments $ 593,354 $ 435,485 $ 196,192 $ 171,728 $ 124,312 $ 76,006 Unallocated corporate (176,299) (131,683) 2,107 2,320 5,685 2,700 Total consolidated $ 417,055 $ 303,802 $ 198,299 $ 174,048 $ 129,997 $ 78,706 |
Revenue Disaggregated by Products and Services and Geographic Area | The following table disaggregates the Company’s revenue by major business line and timing of transfer of products or services: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Timing of Revenue Recognition: RMS Services and products transferred over time $ 65,805 $ 60,225 $ 197,035 $ 177,623 Services and products transferred at a point in time 105,453 91,685 327,827 236,832 Total RMS revenue 171,258 151,910 524,862 414,455 DSA Services and products transferred over time 531,637 460,821 1,571,895 1,341,832 Services and products transferred at a point in time 186 356 1,200 592 Total DSA revenue 531,823 461,177 1,573,095 1,342,424 Manufacturing Services and products transferred over time 93,473 47,457 240,015 126,088 Services and products transferred at a point in time 99,383 82,756 297,138 249,976 Total Manufacturing revenue 192,856 130,213 537,153 376,064 Total revenue $ 895,937 $ 743,300 $ 2,635,110 $ 2,132,943 Revenue for each significant product or service offering is as follows: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) RMS $ 171,258 $ 151,910 $ 524,862 $ 414,455 DSA 531,823 461,177 1,573,095 1,342,424 Manufacturing 192,856 130,213 537,153 376,064 Total revenue $ 895,937 $ 743,300 $ 2,635,110 $ 2,132,943 Revenue by geographic area is as follows: U.S. Europe Canada Asia Pacific Other Consolidated (in thousands) Three Months Ended: September 25, 2021 $ 493,564 $ 258,353 $ 85,252 $ 56,607 $ 2,161 $ 895,937 September 26, 2020 406,975 214,194 78,995 41,553 1,583 743,300 Nine Months Ended: September 25, 2021 $ 1,433,665 $ 771,594 $ 252,924 $ 171,186 $ 5,741 $ 2,635,110 September 26, 2020 1,196,605 595,391 227,171 109,347 4,429 2,132,943 |
Summary of Unallocated Corporate Overhead | A summary of unallocated corporate expense consists of the following: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Stock-based compensation $ 13,258 $ 10,116 $ 31,317 $ 25,023 Compensation, benefits, and other employee-related expenses 17,249 20,812 70,535 63,541 External consulting and other service expenses 6,670 3,088 20,327 10,474 Information technology 4,074 4,937 12,286 12,888 Depreciation 734 763 2,107 2,320 Acquisition and integration 3,392 2,124 28,988 9,976 Other general unallocated corporate 3,043 1,109 10,739 7,461 Total unallocated corporate expense $ 48,420 $ 42,949 $ 176,299 $ 131,683 |
SUPPLEMENTAL BALANCE SHEET IN_2
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |
Composition of Net Trade Receivables | The composition of trade receivables and contract assets, net is as follows: September 25, 2021 December 26, 2020 (in thousands) Client receivables $ 491,481 $ 489,042 Unbilled revenue 175,995 135,400 Total 667,476 624,442 Less: Allowance for doubtful accounts (7,024) (6,702) Trade receivables and contract assets, net $ 660,452 $ 617,740 |
Composition of Inventories | The composition of inventories is as follows: September 25, 2021 December 26, 2020 (in thousands) Raw materials and supplies $ 31,352 $ 28,317 Work in process 28,340 36,755 Finished products 122,002 120,623 Inventories $ 181,694 $ 185,695 |
Composition of Other Current Assets | The composition of other current assets is as follows: September 25, 2021 December 26, 2020 (in thousands) Prepaid income tax $ 101,964 $ 68,462 Short-term investments 1,030 1,024 Restricted cash 4,275 3,074 Assets held for sale 139,559 — Other current assets $ 246,828 $ 72,560 |
Composition of Other Assets | The composition of other assets is as follows: September 25, 2021 December 26, 2020 (in thousands) Venture capital investments $ 157,842 $ 197,100 Strategic equity investments 43,353 24,704 Life insurance policies 49,167 43,827 Other long-term income tax assets 22,642 23,485 Restricted cash 1,079 1,621 Long-term pension assets 31,479 31,915 Other 35,883 29,974 Other assets $ 341,445 $ 352,626 |
Composition of Other Current Liabilities | The composition of other current liabilities is as follows: September 25, 2021 December 26, 2020 (in thousands) Current portion of operating lease right-of-use liabilities $ 31,731 $ 24,674 Accrued income taxes 38,253 24,884 Customer contract deposits 48,533 42,244 Liabilities held for sale 34,350 — Other 11,130 10,675 Other current liabilities $ 163,997 $ 102,477 Liabilities held for sale relate to two divestitures that occurred on October 12, 2021. All liabilities related to the divestitures were reclassified to Liabilities held for sale within Other current liabilities as of September 25, 2021. Refer to Note 18 “Subsequent Events” for additional information. |
Composition of Other Long-Term Liabilities | The composition of other long-term liabilities is as follows: September 25, 2021 December 26, 2020 (in thousands) U.S. Transition Tax $ 43,057 $ 48,781 Long-term pension liability, accrued executive supplemental life insurance retirement plan and deferred compensation plan 75,059 74,233 Long-term deferred revenue 18,505 19,475 Other 77,637 62,726 Other long-term liabilities $ 214,258 $ 205,215 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are summarized below: September 25, 2021 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents $ — $ 952 $ — $ 952 Other assets: Life insurance policies — 41,098 — 41,098 Total assets measured at fair value $ — $ 42,050 $ — $ 42,050 Other current liabilities measured at fair value: Contingent consideration $ — $ — $ 41,124 $ 41,124 Other long-term liabilities measured at fair value: Contingent consideration — — 20,205 20,205 Total liabilities measured at fair value $ — $ — $ 61,329 $ 61,329 December 26, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents $ — $ 2,273 $ — $ 2,273 Other assets: Life insurance policies — 35,770 — 35,770 Total assets measured at fair value $ — $ 38,043 $ — $ 38,043 Other liabilities measured at fair value: Contingent consideration $ — $ — $ 2,328 $ 2,328 Total liabilities measured at fair value $ — $ — $ 2,328 $ 2,328 September 25, 2021 December 26, 2020 Book Value Fair Value Book Value Fair Value 5.5% Senior Notes due 2026 $ — $ — $ 500,000 $ 523,100 4.25% Senior Notes due 2028 500,000 520,000 500,000 523,750 3.75% Senior Notes due 2029 500,000 515,000 — — 4.0% Senior Notes due 2031 500,000 530,600 — — |
Rollforward of Contingent Consideration Related to Previous Acquisitions | The following table provides a rollforward of the contingent consideration related to the Company’s business combinations. See Note 2, “Business Combinations.” Nine Months Ended September 25, 2021 September 26, 2020 (in thousands) Beginning balance $ 2,328 $ 712 Additions 72,476 2,131 Payments (2,889) (230) Adjustment of previously recorded contingent liability (10,360) (468) Foreign currency (226) 75 Ending balance $ 61,329 $ 2,220 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides a rollforward of the Company’s goodwill: Adjustments to Goodwill December 26, 2020 Acquisitions Foreign Exchange Other 1 September 25, 2021 (in thousands) RMS $ 287,759 $ — $ (29) $ (6,876) $ 280,854 DSA 1,378,130 123,092 (11,436) — $ 1,489,786 Manufacturing 143,279 851,614 (2,610) (26,601) $ 965,682 Goodwill $ 1,809,168 $ 974,706 $ (14,075) $ (33,477) $ 2,736,322 |
Schedule of Intangible Assets | The following table displays intangible assets, net by major class: September 25, 2021 December 26, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (in thousands) Backlog $ 11,874 $ (8,019) $ 3,855 $ 29,233 $ (29,233) $ — Technology 137,753 (92,884) 44,869 130,907 (81,305) 49,602 Trademarks and trade names 13,188 (3,074) 10,114 15,870 (5,648) 10,222 Other 35,331 (6,895) 28,436 20,903 (14,633) 6,270 Other intangible assets 198,146 (110,872) 87,274 196,913 (130,819) 66,094 Client relationships 1,497,255 (484,649) 1,012,606 1,137,331 (415,826) 721,505 Intangible assets $ 1,695,401 $ (595,521) $ 1,099,880 $ 1,334,244 $ (546,645) $ 787,599 |
LONG-TERM DEBT AND FINANCE LE_2
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt and Finance Lease Obligations | Long-term debt, net and finance leases consists of the following: September 25, 2021 December 26, 2020 (in thousands) Term loans $ — $ 146,875 Revolving facility 1,390,250 814,752 5.5% Senior Notes due 2026 — 500,000 4.25% Senior Notes due 2028 500,000 500,000 3.75% Senior Notes due 2029 500,000 — 4.0% Senior Notes due 2031 500,000 — Other debt 369 3,457 Finance leases (Note 16) 27,987 29,047 Total debt and finance leases 2,918,606 1,994,131 Less: Current portion of long-term debt 105 47,196 Current portion of finance leases (Note 16) 2,170 3,018 Current portion of long-term debt and finance leases 2,275 50,214 Long-term debt and finance leases 2,916,331 1,943,917 Debt discount and debt issuance costs (23,655) (14,346) Long-term debt, net and finance leases $ 2,892,676 $ 1,929,571 |
Schedule of Principal Maturities of Existing Debt | Principal maturities of existing debt, giving effect to the amended and restated Credit Agreement, for the periods set forth in the table below, are as follows: Principal (in thousands) 2021 (excluding the nine months ended September 25, 2021) $ 105 2022 — 2023 — 2024 263 2025 — Thereafter 2,890,251 Total $ 2,890,619 |
EQUITY AND NONCONTROLLING INT_2
EQUITY AND NONCONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Equity [Abstract] | |
Reconciliation of the Numerator and Denominator in the Computations of the Basic and Diluted Earnings Per Share | The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Numerator: Net income $ 105,159 $ 102,611 $ 259,010 $ 221,116 Less: Net income (expense) attributable to noncontrolling interests 1,733 (298) 5,606 3 Net income attributable to common shareholders $ 103,426 $ 102,909 $ 253,404 $ 221,113 Denominator: Weighted-average shares outstanding - Basic 50,425 49,703 50,234 49,482 Effect of dilutive securities: Stock options, restricted stock units and performance share units 1,133 999 1,126 889 Weighted-average shares outstanding - Diluted 51,558 50,702 51,360 50,371 |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes to each component of accumulated other comprehensive income (loss), net of income taxes, are as follows: Foreign Currency Translation Adjustment Pension and Other Post-Retirement Benefit Plans Total (in thousands) December 26, 2020 $ (73,884) $ (64,990) $ (138,874) Other comprehensive income before reclassifications 1,407 — 1,407 Amounts reclassified from accumulated other comprehensive income — 2,972 2,972 Net current period other comprehensive income 1,407 2,972 4,379 Income tax (benefit) expense (2,448) 732 (1,716) September 25, 2021 $ (70,029) $ (62,750) $ (132,779) |
Rollforward Redeemable Noncontrolling Interest | The following table provides a rollforward of the activity related to the Company’s redeemable noncontrolling interests: Nine Months Ended September 25, 2021 September 26, 2020 (in thousands) Beginning balance $ 25,499 $ 28,647 Adjustment to Vital River redemption value 3,043 — Purchase of a 10% redeemable noncontrolling interest — (3,732) Net income (loss) attributable to noncontrolling interests 3,674 (1,278) Foreign currency translation 340 396 Ending balance $ 32,556 $ 24,033 |
PENSION AND OTHER POST-RETIRE_2
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Cost | The following table provides the components of net periodic cost for the Company’s pension, deferred compensation and executive supplemental life insurance retirement plans: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Service cost $ 911 $ 797 $ 2,733 $ 2,392 Interest cost 1,344 2,355 4,032 7,064 Expected return on plan assets (1,983) (2,981) (5,950) (8,944) Amortization of prior service cost (credit) (128) (125) (383) (376) Amortization of net loss 1,110 1,586 3,330 4,758 Other adjustments — 125 (572) 375 Net periodic cost $ 1,254 $ 1,757 $ 3,190 $ 5,269 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The following table provides stock-based compensation by the financial statement line item in which it is reflected: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Cost of revenue $ 3,818 $ 3,261 $ 9,543 $ 7,616 Selling, general and administrative 18,205 13,609 42,746 33,357 Stock-based compensation, before income taxes 22,023 16,870 52,289 40,973 Provision for income taxes (3,155) (2,508) (7,607) (6,047) Stock-based compensation, net of income taxes $ 18,868 $ 14,362 $ 44,682 $ 34,926 |
FOREIGN CURRENCY CONTRACTS (Tab
FOREIGN CURRENCY CONTRACTS (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments on Statements of Income | The following table summarizes the effect of the foreign exchange forward contracts entered into to limit the Company’s foreign currency exposure related to U.S. dollar denominated loans borrowed by a non-U.S. Euro functional currency entity under the Credit Facility on the Company’s unaudited condensed consolidated statements of income: September 25, 2021 September 26, 2020 Location of gain (loss) Financial statement caption amount Amount of gain (loss) Financial statement caption amount Amount of gain (loss) (in thousands) Three Months Ended: Interest expense $ (16,455) $ 5,048 $ (18,867) $ — Nine Months Ended: Interest expense $ (62,364) $ 24,380 $ (53,286) $ 6,067 |
RESTRUCTURING AND ASSET IMPAI_2
RESTRUCTURING AND ASSET IMPAIRMENTS (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | The following table presents a summary of restructuring costs related to these initiatives within the unaudited condensed consolidated statements of income. September 25, 2021 September 26, 2020 Severance and Transition Costs Asset Impairments and Other Costs Total Severance and Transition Costs Asset Impairments and Other Costs Total (in thousands) Three Months Ended: Cost of services provided and products sold (excluding amortization of intangible assets) $ 518 $ 115 $ 633 $ 606 $ 300 $ 906 Selling, general and administrative 852 846 1,698 212 462 674 Total $ 1,370 $ 961 $ 2,331 $ 818 $ 762 $ 1,580 Nine Months Ended: Cost of services provided and products sold (excluding amortization of intangible assets) $ 1,434 $ 155 $ 1,589 $ 4,152 $ 558 $ 4,710 Selling, general and administrative 1,962 1,139 3,101 2,384 3,395 5,779 Total $ 3,396 $ 1,294 $ 4,690 $ 6,536 $ 3,953 $ 10,489 The following table presents restructuring costs by reportable segment for these productivity improvement initiatives: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) RMS $ — $ (33) $ 7 $ 727 DSA 815 1,074 2,449 7,572 Manufacturing 1,516 503 2,385 2,154 Unallocated corporate — 36 (151) 36 Total $ 2,331 $ 1,580 $ 4,690 $ 10,489 |
Rollforward of Company's Severance and Transition Costs and Lease Obligation Liabilities | The following table provides a rollforward for all of the Company’s severance and transition costs and certain lease related costs related to all restructuring activities: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Beginning balance $ 2,842 $ 7,199 $ 5,816 $ 6,405 Expense (excluding non-cash charges) 1,483 1,069 3,842 7,943 Payments / utilization (910) (1,592) (4,374) (7,509) Other non-cash adjustments — — (1,831) — Foreign currency adjustments (11) 42 (49) (121) Ending balance $ 3,404 $ 6,718 $ 3,404 $ 6,718 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Leases [Abstract] | |
Schedule of Right-of-Use Lease Assets and Lease Liabilities in Condensed Financial Statements | Right-of-use lease assets and lease liabilities are reported in the Company’s unaudited condensed consolidated balance sheets as follows: September 25, 2021 December 26, 2020 (in thousands) Operating leases Operating lease right-of-use assets, net $ 284,722 $ 178,220 Other current liabilities $ 31,731 $ 24,674 Operating lease right-of-use liabilities 244,012 155,595 Total operating lease liabilities $ 275,743 $ 180,269 Finance leases Property, plant and equipment, net $ 30,389 $ 31,614 Current portion of long-term debt and finance leases $ 2,170 $ 3,018 Long-term debt, net and finance leases 25,817 26,029 Total finance lease liabilities $ 27,987 $ 29,047 |
Schedule of Operating and Finance Lease Costs and Supplemental Cash Flow Information | The components of operating and finance lease costs were as follows: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 (in thousands) Operating lease costs $ 12,697 $ 8,416 $ 33,073 $ 24,387 Finance lease costs: Amortization of right-of-use assets 846 966 2,534 2,853 Interest on lease liabilities 317 323 972 986 Short-term lease costs 1,335 530 3,617 1,644 Variable lease costs 1,184 1,556 2,819 3,669 Sublease income (521) (440) (1,475) (1,216) Total lease costs $ 15,858 $ 11,351 $ 41,540 $ 32,323 Supplemental cash flow information Nine Months Ended September 25, 2021 September 26, 2020 (in thousands) Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 29,346 $ 21,959 Operating cash flows from finance leases 974 986 Finance cash flows from finance leases 1,822 3,474 Non-cash leases activity: Right-of-use lease assets obtained in exchange for new operating lease liabilities $ 121,365 $ 50,491 Right-of-use lease assets obtained in exchange for new finance lease liabilities 930 735 Lease term and discount rate As of As of September 25, 2021 September 26, 2020 Weighted-average remaining lease term (in years) Operating lease 9.0 8.2 Finance lease 12.0 12.6 Weighted-average discount rate Operating lease 3.6 % 4.2 % Finance lease 4.5 % 4.5 % |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Operating Leases | As of September 25, 2021, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases (in thousands) 2021 (excluding the nine months ended September 25, 2021) $ 10,546 $ 1,034 2022 41,917 3,844 2023 39,020 3,474 2024 37,415 3,242 2025 35,204 2,965 Thereafter 163,850 21,885 Total minimum future lease payments 327,952 36,444 Less: Imputed interest 52,209 8,457 Total lease liabilities $ 275,743 $ 27,987 |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Finance Leases | As of September 25, 2021, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases (in thousands) 2021 (excluding the nine months ended September 25, 2021) $ 10,546 $ 1,034 2022 41,917 3,844 2023 39,020 3,474 2024 37,415 3,242 2025 35,204 2,965 Thereafter 163,850 21,885 Total minimum future lease payments 327,952 36,444 Less: Imputed interest 52,209 8,457 Total lease liabilities $ 275,743 $ 27,987 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Subsequent Events [Abstract] | |
Schedule of Assets and Liabilities Held-for-Sale | The carrying amounts of the major classes of assets and liabilities associated with the RMS Japan business were as follows: September 25, 2021 (in thousands) Assets Current assets $ 26,794 Property, plant, and equipment, net 17,964 Goodwill 6,876 Other assets 3,383 Assets held for sale $ 55,017 Liabilities Current liabilities $ 8,892 Long-term liabilities 97 Liabilities held for sale $ 8,989 September 25, 2021 (in thousands) Assets Current assets $ 9,044 Property, plant and equipment, net 14,615 Operating lease right-of-use assets, net 20,001 Goodwill 26,601 Intangible assets, net 14,280 Assets held for sale $ 84,541 Liabilities Current liabilities $ 6,893 Operating lease right-of-use liabilities 18,468 Liabilities held for sale $ 25,361 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 9 Months Ended |
Sep. 25, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands | Jun. 28, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Mar. 03, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | Jan. 03, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 |
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 2,736,322 | $ 2,736,322 | $ 1,809,168 | |||||||||
Vigene Biosciences, Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 326,100 | |||||||||||
Cash acquired | 2,700 | |||||||||||
Contingent consideration liability | 34,500 | |||||||||||
Consideration contingent upon future performance | 57,500 | |||||||||||
Integration related costs and transaction costs | 1,900 | 4,400 | ||||||||||
Revenue from acquiree included in operating results | 6,000 | |||||||||||
Operating income (loss) from acquiree included in operating results | (2,600) | |||||||||||
Goodwill | 242,822 | |||||||||||
Definite-lived intangible assets | $ 93,600 | |||||||||||
Weighted-average amortization life | 11 years | |||||||||||
Property, plant and equipment | $ 7,649 | |||||||||||
Retrogenix Limited | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 53,900 | |||||||||||
Cash acquired | 8,500 | |||||||||||
Consideration contingent upon future performance | 6,900 | |||||||||||
Integration related costs and transaction costs | 100 | 1,700 | ||||||||||
Goodwill | 34,489 | |||||||||||
Definite-lived intangible assets | $ 22,126 | |||||||||||
Weighted-average amortization life | 11 years | |||||||||||
Property, plant and equipment | $ 400 | |||||||||||
Cognate BioServices, Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 876,100 | |||||||||||
Cash acquired | 70,500 | |||||||||||
Integration related costs and transaction costs | 4,300 | 22,700 | ||||||||||
Revenue from acquiree included in operating results | 30,300 | 65,100 | ||||||||||
Operating income (loss) from acquiree included in operating results | (800) | 300 | ||||||||||
Value of consideration not acquired | $ 15,700 | |||||||||||
Ownership percentage not acquired | 2.00% | |||||||||||
Goodwill | $ 608,792 | |||||||||||
Definite-lived intangible assets | $ 270,900 | |||||||||||
Weighted-average amortization life | 13 years | |||||||||||
Property, plant and equipment | $ 52,082 | |||||||||||
Distributed Bio, Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 97,000 | |||||||||||
Cash acquired | 800 | |||||||||||
Contingent consideration liability | 14,000 | |||||||||||
Consideration contingent upon future performance | 21,000 | |||||||||||
Integration related costs and transaction costs | 100 | 900 | ||||||||||
Cash portion of consideration transferred | 80,800 | |||||||||||
Payments to settle promissory note | 3,000 | |||||||||||
Goodwill | 71,585 | |||||||||||
Definite-lived intangible assets | $ 24,540 | |||||||||||
Weighted-average amortization life | 7 years | |||||||||||
Property, plant and equipment | $ 2,382 | |||||||||||
Other Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 35,400 | |||||||||||
Contingent consideration liability | 15,900 | |||||||||||
Consideration contingent upon future performance | 17,500 | |||||||||||
Cash portion of consideration transferred | $ 19,500 | $ 5,500 | ||||||||||
Future performance period | 3 years | |||||||||||
Goodwill | $ 17,300 | |||||||||||
Definite-lived intangible assets | 15,200 | |||||||||||
Property, plant and equipment | $ 3,000 | |||||||||||
Other Acquisitions | Supplier Relationships | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted-average amortization life | 4 years | |||||||||||
Cognate BioServices, Inc. and Viegene Biosciences, Inc. | Depreciation and Amortization Expense | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Adjustments related to prior period | 17,600 | $ 19,500 | ||||||||||
Cognate BioServices, Inc. and Viegene Biosciences, Inc. | Interest Expense | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Adjustments related to prior period | 5,600 | 7,700 | ||||||||||
Cellero, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 36,900 | |||||||||||
Cash acquired | 500 | |||||||||||
Integration related costs and transaction costs | 100 | $ 2,000 | 700 | 2,000 | ||||||||
Goodwill | 19,457 | |||||||||||
Definite-lived intangible assets | $ 16,230 | |||||||||||
Weighted-average amortization life | 12 years | |||||||||||
Property, plant and equipment | $ 1,648 | |||||||||||
Goodwill, amount expected to be deductible for tax purposes | $ 10,800 | |||||||||||
HemaCare Corporation | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price | $ 376,700 | |||||||||||
Cash acquired | 3,100 | |||||||||||
Integration related costs and transaction costs | $ 100 | $ 100 | $ 500 | 5,900 | ||||||||
Goodwill | 210,196 | |||||||||||
Definite-lived intangible assets | $ 183,540 | |||||||||||
Weighted-average amortization life | 18 years | |||||||||||
Property, plant and equipment | $ 10,033 | |||||||||||
HemaCare Corporation | Depreciation and Amortization Expense | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Adjustments related to prior period | $ 400 |
BUSINESS COMBINATIONS - Purchas
BUSINESS COMBINATIONS - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Jun. 28, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Dec. 31, 2020 | Dec. 26, 2020 | Aug. 06, 2020 | Jan. 03, 2020 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 2,736,322 | $ 1,809,168 | ||||||
Vigene Biosciences, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Trade receivables | $ 3,548 | |||||||
Other current assets (excluding cash) | 1,657 | |||||||
Property, plant and equipment | 7,649 | |||||||
Operating lease right-of-use assets, net | 22,507 | |||||||
Goodwill | 242,822 | |||||||
Definite-lived intangible assets | 93,600 | |||||||
Other long-term assets | 694 | |||||||
Deferred revenue | (4,260) | |||||||
Current liabilities | (6,319) | |||||||
Operating lease right-of-use liabilities | (21,220) | |||||||
Deferred tax liabilities | (14,600) | |||||||
Total purchase price allocation | $ 326,078 | |||||||
Retrogenix Limited | ||||||||
Business Acquisition [Line Items] | ||||||||
Trade receivables | $ 2,266 | |||||||
Other current assets (excluding cash) | 209 | |||||||
Property, plant and equipment | 400 | |||||||
Goodwill | 34,489 | |||||||
Definite-lived intangible assets | 22,126 | |||||||
Other long-term assets | 1,385 | |||||||
Current liabilities | (1,575) | |||||||
Deferred tax liabilities | (4,174) | |||||||
Other long-term liabilities | (1,205) | |||||||
Total purchase price allocation | $ 53,921 | |||||||
Cognate BioServices, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Trade receivables | $ 18,566 | |||||||
Inventories | 4,231 | |||||||
Other current assets (excluding cash) | 10,601 | |||||||
Property, plant and equipment | 52,082 | |||||||
Operating lease right-of-use assets, net | 34,349 | |||||||
Goodwill | 608,792 | |||||||
Definite-lived intangible assets | 270,900 | |||||||
Other long-term assets | 6,098 | |||||||
Deferred revenue | (18,582) | |||||||
Current liabilities | (45,025) | |||||||
Operating lease right-of-use liabilities | (31,383) | |||||||
Deferred tax liabilities | (34,124) | |||||||
Other long-term liabilities | (414) | |||||||
Total purchase price allocation | $ 876,091 | |||||||
Distributed Bio, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Trade receivables | $ 2,722 | |||||||
Other current assets (excluding cash) | 221 | |||||||
Property, plant and equipment | 2,382 | |||||||
Goodwill | 71,585 | |||||||
Definite-lived intangible assets | 24,540 | |||||||
Other long-term assets | 2,055 | |||||||
Current liabilities | (2,823) | |||||||
Deferred tax liabilities | (2,529) | |||||||
Other long-term liabilities | (1,123) | |||||||
Total purchase price allocation | $ 97,030 | |||||||
Cellero, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Trade receivables | $ 1,500 | |||||||
Inventories | 551 | |||||||
Other current assets (excluding cash) | 182 | |||||||
Property, plant and equipment | 1,648 | |||||||
Goodwill | 19,457 | |||||||
Definite-lived intangible assets | 16,230 | |||||||
Other long-term assets | 849 | |||||||
Current liabilities | (1,360) | |||||||
Deferred tax liabilities | (1,467) | |||||||
Other long-term liabilities | (740) | |||||||
Total purchase price allocation | $ 36,850 | |||||||
HemaCare Corporation | ||||||||
Business Acquisition [Line Items] | ||||||||
Trade receivables | $ 6,451 | |||||||
Inventories | 8,468 | |||||||
Other current assets (excluding cash) | 3,494 | |||||||
Property, plant and equipment | 10,033 | |||||||
Goodwill | 210,196 | |||||||
Definite-lived intangible assets | 183,540 | |||||||
Other long-term assets | 5,920 | |||||||
Current liabilities | (5,188) | |||||||
Deferred tax liabilities | (38,529) | |||||||
Other long-term liabilities | (7,664) | |||||||
Total purchase price allocation | $ 376,721 |
BUSINESS COMBINATIONS - Definit
BUSINESS COMBINATIONS - Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 28, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Dec. 31, 2020 | Aug. 06, 2020 | Jan. 03, 2020 |
Vigene Biosciences, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 93,600 | |||||
Weighted-average amortization life | 11 years | |||||
Retrogenix Limited | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 22,126 | |||||
Weighted-average amortization life | 11 years | |||||
Cognate BioServices, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 270,900 | |||||
Weighted-average amortization life | 13 years | |||||
Distributed Bio, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 24,540 | |||||
Weighted-average amortization life | 7 years | |||||
Cellero, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 16,230 | |||||
Weighted-average amortization life | 12 years | |||||
HemaCare Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 183,540 | |||||
Weighted-average amortization life | 18 years | |||||
Customer and client relationships | Vigene Biosciences, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 88,000 | |||||
Weighted-average amortization life | 12 years | |||||
Customer and client relationships | Retrogenix Limited | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 17,340 | |||||
Weighted-average amortization life | 13 years | |||||
Customer and client relationships | Cognate BioServices, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 257,200 | |||||
Weighted-average amortization life | 13 years | |||||
Customer and client relationships | Distributed Bio, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 16,080 | |||||
Weighted-average amortization life | 9 years | |||||
Customer and client relationships | Cellero, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 14,740 | |||||
Weighted-average amortization life | 13 years | |||||
Customer and client relationships | HemaCare Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 170,390 | |||||
Weighted-average amortization life | 19 years | |||||
Developed technology | Retrogenix Limited | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 3,685 | |||||
Weighted-average amortization life | 3 years | |||||
Developed technology | Distributed Bio, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 3,940 | |||||
Weighted-average amortization life | 5 years | |||||
Trade name | HemaCare Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 7,330 | |||||
Weighted-average amortization life | 10 years | |||||
Other intangible assets | Vigene Biosciences, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 2,100 | |||||
Weighted-average amortization life | 1 year | |||||
Other intangible assets | Retrogenix Limited | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 1,101 | |||||
Weighted-average amortization life | 2 years | |||||
Other intangible assets | Cognate BioServices, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 4,800 | |||||
Weighted-average amortization life | 2 years | |||||
Other intangible assets | Distributed Bio, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 4,520 | |||||
Weighted-average amortization life | 4 years | |||||
Other intangible assets | Cellero, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 1,490 | |||||
Weighted-average amortization life | 3 years | |||||
Other intangible assets | HemaCare Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 5,820 | |||||
Weighted-average amortization life | 3 years | |||||
Backlog | Vigene Biosciences, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 3,500 | |||||
Weighted-average amortization life | 4 years | |||||
Backlog | Cognate BioServices, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Definite-lived intangible assets acquired | $ 8,900 | |||||
Weighted-average amortization life | 1 year |
BUSINESS COMBINATIONS - Pro For
BUSINESS COMBINATIONS - Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Cognate BioServices, Inc. and Viegene Biosciences, Inc. | ||||
Business Acquisition [Line Items] | ||||
Revenue | $ 895,937 | $ 790,322 | $ 2,678,596 | $ 2,230,558 |
Net income attributable to common shareholders | $ 106,288 | 120,189 | $ 238,775 | 181,326 |
HemaCare Corporation | ||||
Business Acquisition [Line Items] | ||||
Revenue | 743,300 | 2,132,961 | ||
Net income attributable to common shareholders | $ 102,802 | $ 225,890 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregation of Revenues by Major Business Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 895,937 | $ 743,300 | $ 2,635,110 | $ 2,132,943 |
RMS | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 171,258 | 151,910 | 524,862 | 414,455 |
RMS | Services and products transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 65,805 | 60,225 | 197,035 | 177,623 |
RMS | Services and products transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 105,453 | 91,685 | 327,827 | 236,832 |
DSA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 531,823 | 461,177 | 1,573,095 | 1,342,424 |
DSA | Services and products transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 531,637 | 460,821 | 1,571,895 | 1,341,832 |
DSA | Services and products transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 186 | 356 | 1,200 | 592 |
Manufacturing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 192,856 | 130,213 | 537,153 | 376,064 |
Manufacturing | Services and products transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 93,473 | 47,457 | 240,015 | 126,088 |
Manufacturing | Services and products transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 99,383 | $ 82,756 | $ 297,138 | $ 249,976 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule of Estimated Revenue Related to Performance Obligations (Details) $ in Thousands | Sep. 25, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 609,491 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-09-26 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 325,809 |
Performance obligations expected to be satisfied, expected timing | 3 months 18 days |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 270,556 |
Performance obligations expected to be satisfied, expected timing | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 12,160 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 966 |
Performance obligations expected to be satisfied, expected timing | 1 year |
DSA | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 603,894 |
DSA | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-09-26 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 320,212 |
DSA | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 270,556 |
DSA | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 12,160 |
DSA | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 966 |
Manufacturing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 5,597 |
Manufacturing | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-09-26 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 5,597 |
Manufacturing | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 0 |
Manufacturing | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 0 |
Manufacturing | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 0 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Payment terms | 30 days | |||
Unpaid advanced client billings | $ 24,000 | $ 24,000 | $ 16,000 | |
Contract liabilities (customer contract deposits) | 48,533 | $ 48,533 | $ 42,244 | |
Percentage of unbilled revenue billed during period | 85.00% | 85.00% | ||
Amount of unbilled revenue billed during period | $ 135,000 | $ 122,000 | ||
Percentage of contract liabilities recognized as revenue during period | 85.00% | 80.00% | ||
Amount of contract liabilities recognized as revenue | $ 227,000 | $ 193,000 | ||
Lease revenue | $ 5,300 | $ 11,600 |
REVENUE FROM CONTRACTS WITH C_6
REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule of Client Receivables, Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Client receivables | $ 491,481 | $ 489,042 |
Contract assets (unbilled revenue) | 175,995 | 135,400 |
Contract liabilities (current and long-term deferred revenue) | 240,236 | 227,417 |
Contract liabilities (customer contract deposits) | $ 48,533 | $ 42,244 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 9 Months Ended |
Sep. 25, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
SEGMENT INFORMATION - Revenue a
SEGMENT INFORMATION - Revenue and Other Financial Information by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 895,937 | $ 743,300 | $ 2,635,110 | $ 2,132,943 |
Operating income | 155,802 | 132,753 | 417,055 | 303,802 |
Depreciation and amortization | 68,686 | 59,580 | 198,299 | 174,048 |
Capital expenditures | 55,536 | 26,185 | 129,997 | 78,706 |
RMS | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 171,258 | 151,910 | 524,862 | 414,455 |
Operating income | 39,111 | 37,108 | 126,626 | 68,325 |
Depreciation and amortization | 9,927 | 9,455 | 29,450 | 27,333 |
Capital expenditures | 18,026 | 3,552 | 29,521 | 15,585 |
DSA | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 531,823 | 461,177 | 1,573,095 | 1,342,424 |
Operating income | 116,548 | 90,348 | 312,011 | 234,872 |
Depreciation and amortization | 44,072 | 42,707 | 132,268 | 125,138 |
Capital expenditures | 23,270 | 15,532 | 60,783 | 46,436 |
Manufacturing | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 192,856 | 130,213 | 537,153 | 376,064 |
Operating income | 48,563 | 48,246 | 154,717 | 132,288 |
Depreciation and amortization | 13,953 | 6,655 | 34,474 | 19,257 |
Capital expenditures | $ 13,296 | $ 5,787 | $ 34,008 | $ 13,985 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Segment Operating Income, Depreciation and Amortization, and Capital Expenditures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Segment Reporting Information [Line Items] | ||||
Operating income | $ 155,802 | $ 132,753 | $ 417,055 | $ 303,802 |
Depreciation and amortization | 68,686 | 59,580 | 198,299 | 174,048 |
Capital expenditures | 55,536 | 26,185 | 129,997 | 78,706 |
Total reportable segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | 204,222 | 175,702 | 593,354 | 435,485 |
Depreciation and amortization | 67,952 | 58,817 | 196,192 | 171,728 |
Capital expenditures | 54,592 | 24,871 | 124,312 | 76,006 |
Unallocated corporate | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | (48,420) | (42,949) | (176,299) | (131,683) |
Depreciation and amortization | 734 | 763 | 2,107 | 2,320 |
Capital expenditures | $ 944 | $ 1,314 | $ 5,685 | $ 2,700 |
SEGMENT INFORMATION - Revenue P
SEGMENT INFORMATION - Revenue Per Significant Product or Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 895,937 | $ 743,300 | $ 2,635,110 | $ 2,132,943 |
RMS | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 171,258 | 151,910 | 524,862 | 414,455 |
DSA | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 531,823 | 461,177 | 1,573,095 | 1,342,424 |
Manufacturing | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 192,856 | $ 130,213 | $ 537,153 | $ 376,064 |
SEGMENT INFORMATION - Summary o
SEGMENT INFORMATION - Summary of Unallocated Corporate Overhead (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Segment Reporting Information [Line Items] | ||||
Stock-based compensation | $ 22,023 | $ 16,870 | $ 52,289 | $ 40,973 |
Unallocated corporate | ||||
Segment Reporting Information [Line Items] | ||||
Stock-based compensation | 13,258 | 10,116 | 31,317 | 25,023 |
Compensation, benefits, and other employee-related expenses | 17,249 | 20,812 | 70,535 | 63,541 |
External consulting and other service expenses | 6,670 | 3,088 | 20,327 | 10,474 |
Information technology | 4,074 | 4,937 | 12,286 | 12,888 |
Depreciation | 734 | 763 | 2,107 | 2,320 |
Acquisition and integration | 3,392 | 2,124 | 28,988 | 9,976 |
Other general unallocated corporate | 3,043 | 1,109 | 10,739 | 7,461 |
Total unallocated corporate expense | $ 48,420 | $ 42,949 | $ 176,299 | $ 131,683 |
SEGMENT INFORMATION - Disaggreg
SEGMENT INFORMATION - Disaggregation of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | $ 895,937 | $ 743,300 | $ 2,635,110 | $ 2,132,943 |
U.S. | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | 493,564 | 406,975 | 1,433,665 | 1,196,605 |
Europe | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | 258,353 | 214,194 | 771,594 | 595,391 |
Canada | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | 85,252 | 78,995 | 252,924 | 227,171 |
Asia Pacific | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | 56,607 | 41,553 | 171,186 | 109,347 |
Other | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Total revenue | $ 2,161 | $ 1,583 | $ 5,741 | $ 4,429 |
SUPPLEMENTAL BALANCE SHEET IN_3
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 | Sep. 26, 2020 |
Composition of trade receivables | |||
Client receivables | $ 491,481 | $ 489,042 | |
Unbilled revenue | 175,995 | 135,400 | |
Total | 667,476 | 624,442 | |
Less: Allowance for doubtful accounts | (7,024) | (6,702) | |
Trade receivables and contract assets, net | 660,452 | 617,740 | |
Composition of inventories | |||
Raw materials and supplies | 31,352 | 28,317 | |
Work in process | 28,340 | 36,755 | |
Finished products | 122,002 | 120,623 | |
Inventories | 181,694 | 185,695 | |
Composition of other current assets | |||
Prepaid income tax | 101,964 | 68,462 | |
Short-term investments | 1,030 | 1,024 | |
Restricted cash | 4,275 | 3,074 | $ 2,968 |
Assets held for sale | 139,559 | 0 | |
Other current assets | 246,828 | 72,560 | |
Composition of other assets | |||
Venture capital investments | 157,842 | 197,100 | |
Strategic equity investments | 43,353 | 24,704 | |
Life insurance policies | 49,167 | 43,827 | |
Other long-term income tax assets | 22,642 | 23,485 | |
Restricted cash | 1,079 | 1,621 | $ 1,576 |
Long-term pension assets | 31,479 | 31,915 | |
Other | 35,883 | 29,974 | |
Other assets | 341,445 | 352,626 | |
Composition of other current liabilities | |||
Current portion of operating lease right-of-use liabilities | 31,731 | 24,674 | |
Accrued income taxes | 38,253 | 24,884 | |
Customer contract deposits | 48,533 | 42,244 | |
Liabilities held for sale | 34,350 | 0 | |
Other | 11,130 | 10,675 | |
Other current liabilities | 163,997 | 102,477 | |
Composition of other long-term liabilities | |||
U.S. Transition Tax | 43,057 | 48,781 | |
Long-term pension liability, accrued executive supplemental life insurance retirement plan and deferred compensation plan | 75,059 | 74,233 | |
Long-term deferred revenue | 18,505 | 19,475 | |
Other | 77,637 | 62,726 | |
Other long-term liabilities | $ 214,258 | $ 205,215 |
VENTURE CAPITAL AND STRATEGIC_2
VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 26, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |||||
Venture capital investments | $ 157,842 | $ 157,842 | $ 197,100 | ||
Committed contribution | 166,200 | 166,200 | |||
Amount funded for venture capital investments | 109,800 | 109,800 | |||
Distributions received | 10,200 | $ 6,300 | 37,700 | $ 9,600 | |
Gains (losses) recognized related to venture capital investments | (10,300) | $ 19,900 | (15,600) | $ 31,600 | |
Strategic equity investments | $ 43,353 | $ 43,353 | $ 24,704 |
FAIR VALUE - Fair Value of Asse
FAIR VALUE - Fair Value of Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 952 | $ 2,273 |
Other assets: | ||
Life insurance policies | 41,098 | 35,770 |
Total assets measured at fair value | 42,050 | 38,043 |
Other current liabilities measured at fair value: | ||
Contingent consideration | 41,124 | |
Other long-term liabilities measured at fair value: | ||
Contingent consideration | 20,205 | 2,328 |
Total liabilities measured at fair value | 61,329 | 2,328 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Other assets: | ||
Life insurance policies | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Other current liabilities measured at fair value: | ||
Contingent consideration | 0 | |
Other long-term liabilities measured at fair value: | ||
Contingent consideration | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 952 | 2,273 |
Other assets: | ||
Life insurance policies | 41,098 | 35,770 |
Total assets measured at fair value | 42,050 | 38,043 |
Other current liabilities measured at fair value: | ||
Contingent consideration | 0 | |
Other long-term liabilities measured at fair value: | ||
Contingent consideration | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Other assets: | ||
Life insurance policies | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Other current liabilities measured at fair value: | ||
Contingent consideration | 41,124 | |
Other long-term liabilities measured at fair value: | ||
Contingent consideration | 20,205 | 2,328 |
Total liabilities measured at fair value | $ 61,329 | $ 2,328 |
FAIR VALUE - Contingent Conside
FAIR VALUE - Contingent Consideration (Details) - Contingent Consideration - Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 25, 2021 | Sep. 26, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 2,328 | $ 712 |
Additions | 72,476 | 2,131 |
Payments | (2,889) | (230) |
Adjustment of previously recorded contingent liability | (10,360) | (468) |
Foreign currency | (226) | 75 |
Ending balance | $ 61,329 | $ 2,220 |
FAIR VALUE - Narrative (Details
FAIR VALUE - Narrative (Details) - Level 3 - Contingent Consideration - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 | Sep. 26, 2020 | Dec. 28, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of contingent consideration | $ 61,329 | $ 2,328 | $ 2,220 | $ 712 |
Weighted average probability percentage of achieving maximum target | 60.00% | |||
Average Volatility | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration, measurement input | 0.35 | |||
Weighted Average Cost of Capital | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration, measurement input | 0.14 | |||
Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of contingent consideration | $ 102,000 |
FAIR VALUE - Schedule of Fair V
FAIR VALUE - Schedule of Fair Value of Debt (Details) - Senior Notes - USD ($) $ in Thousands | Sep. 25, 2021 | Mar. 27, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | Dec. 29, 2018 |
5.5% Senior Notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 5.50% | 5.50% | 5.50% | ||
5.5% Senior Notes due 2026 | Book Value | |||||
Debt Instrument [Line Items] | |||||
Debt instrument value | $ 0 | $ 500,000 | |||
5.5% Senior Notes due 2026 | Fair Value | |||||
Debt Instrument [Line Items] | |||||
Debt instrument value | $ 0 | $ 523,100 | |||
4.25% Senior Notes due 2028 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 4.25% | 4.25% | 4.25% | ||
4.25% Senior Notes due 2028 | Book Value | |||||
Debt Instrument [Line Items] | |||||
Debt instrument value | $ 500,000 | $ 500,000 | |||
4.25% Senior Notes due 2028 | Fair Value | |||||
Debt Instrument [Line Items] | |||||
Debt instrument value | $ 520,000 | $ 523,750 | |||
3.75% Senior Notes due 2029 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 3.75% | 3.75% | 3.75% | ||
3.75% Senior Notes due 2029 | Book Value | |||||
Debt Instrument [Line Items] | |||||
Debt instrument value | $ 500,000 | $ 0 | |||
3.75% Senior Notes due 2029 | Fair Value | |||||
Debt Instrument [Line Items] | |||||
Debt instrument value | $ 515,000 | $ 0 | |||
4.0% Senior Notes due 2031 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 4.00% | 4.00% | 4.00% | ||
4.0% Senior Notes due 2031 | Book Value | |||||
Debt Instrument [Line Items] | |||||
Debt instrument value | $ 500,000 | $ 0 | |||
4.0% Senior Notes due 2031 | Fair Value | |||||
Debt Instrument [Line Items] | |||||
Debt instrument value | $ 530,600 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Rollforward of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 25, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 1,809,168 |
Acquisitions | 974,706 |
Foreign Exchange | (14,075) |
Other | (33,477) |
Ending balance | 2,736,322 |
RMS | |
Goodwill [Roll Forward] | |
Beginning balance | 287,759 |
Acquisitions | 0 |
Foreign Exchange | (29) |
Other | (6,876) |
Ending balance | 280,854 |
DSA | |
Goodwill [Roll Forward] | |
Beginning balance | 1,378,130 |
Acquisitions | 123,092 |
Foreign Exchange | (11,436) |
Other | 0 |
Ending balance | 1,489,786 |
Manufacturing | |
Goodwill [Roll Forward] | |
Beginning balance | 143,279 |
Acquisitions | 851,614 |
Foreign Exchange | (2,610) |
Other | (26,601) |
Ending balance | $ 965,682 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Other intangible assets | ||
Gross | $ 1,695,401 | $ 1,334,244 |
Accumulated Amortization | (595,521) | (546,645) |
Net | 1,099,880 | 787,599 |
Backlog | ||
Other intangible assets | ||
Gross | 11,874 | 29,233 |
Accumulated Amortization | (8,019) | (29,233) |
Net | 3,855 | 0 |
Technology | ||
Other intangible assets | ||
Gross | 137,753 | 130,907 |
Accumulated Amortization | (92,884) | (81,305) |
Net | 44,869 | 49,602 |
Trademarks and trade names | ||
Other intangible assets | ||
Gross | 13,188 | 15,870 |
Accumulated Amortization | (3,074) | (5,648) |
Net | 10,114 | 10,222 |
Other | ||
Other intangible assets | ||
Gross | 35,331 | 20,903 |
Accumulated Amortization | (6,895) | (14,633) |
Net | 28,436 | 6,270 |
Other intangible assets | ||
Other intangible assets | ||
Gross | 198,146 | 196,913 |
Accumulated Amortization | (110,872) | (130,819) |
Net | 87,274 | 66,094 |
Client relationships | ||
Other intangible assets | ||
Gross | 1,497,255 | 1,137,331 |
Accumulated Amortization | (484,649) | (415,826) |
Net | $ 1,012,606 | $ 721,505 |
LONG-TERM DEBT AND FINANCE LE_3
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Mar. 27, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | Dec. 29, 2018 |
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 2,890,619 | ||||
Finance leases | 27,987 | $ 29,047 | |||
Total debt and finance leases | 2,918,606 | 1,994,131 | |||
Current portion of long-term debt | 105 | 47,196 | |||
Current portion of finance leases | 2,170 | 3,018 | |||
Current portion of long-term debt and finance leases | 2,275 | 50,214 | |||
Long-term debt and finance leases | 2,916,331 | 1,943,917 | |||
Debt discount and debt issuance costs | (23,655) | (14,346) | |||
Long-term debt, net and finance leases | 2,892,676 | 1,929,571 | |||
Term Loans | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | 0 | 146,875 | |||
Revolving Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 1,390,250 | $ 814,752 | |||
Senior Notes | 5.5% Senior Notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 5.50% | 5.50% | 5.50% | ||
Long-term debt, gross | $ 0 | $ 500,000 | |||
Senior Notes | 4.25% Senior Notes due 2028 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 4.25% | 4.25% | 4.25% | ||
Long-term debt, gross | $ 500,000 | $ 500,000 | |||
Senior Notes | 3.75% Senior Notes due 2029 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 3.75% | 3.75% | 3.75% | ||
Long-term debt, gross | $ 500,000 | $ 0 | |||
Senior Notes | 4.0% Senior Notes due 2031 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 4.00% | 4.00% | 4.00% | ||
Long-term debt, gross | $ 500,000 | $ 0 | |||
Other Debt | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, gross | $ 369 | $ 3,457 |
LONG-TERM DEBT AND FINANCE LE_4
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Apr. 30, 2021 | Sep. 25, 2021USD ($) | Mar. 27, 2021USD ($)payment | Sep. 26, 2020USD ($) | Sep. 25, 2021USD ($) | Sep. 26, 2020USD ($) | Jun. 26, 2021USD ($) | Dec. 26, 2020USD ($) | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Weighted average interest rate | 2.65% | 2.65% | 3.11% | |||||||
Deferred financing costs expensed | $ 38,253,000 | $ 0 | ||||||||
Debt extinguishment and financing costs | $ 28,972,000 | 2,759,000 | ||||||||
Number of consecutive fiscal quarters | 1 year | |||||||||
Foreign Exchange Forward | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative amount | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | 400,000,000 | ||||||
Term Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayments of long-term debt | $ 146,900,000 | |||||||||
Deferred financing costs expensed | 200,000 | |||||||||
Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayments of long-term debt | 135,000,000 | |||||||||
$750 Million Term Loan | Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility | $ 750,000,000 | |||||||||
Number of quarterly installment payments | payment | 19 | |||||||||
$2.05 Billion Credit Facility | Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Minimum EBITDA less capital expenditures to consolidated cash interest expense ratio | 3.50 | 3.50 | ||||||||
$2.05 Billion Credit Facility | Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility | $ 2,050,000,000 | |||||||||
5.5% Senior Notes due 2026 | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Prepayments of long-term debt | 500,000,000 | |||||||||
Deferred financing costs expensed | 5,000,000 | |||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||
Stated interest rate | 5.50% | 5.50% | 5.50% | 5.50% | ||||||
Debt extinguishment and financing costs | 21,000,000 | |||||||||
Payments for accrued interest | 13,000,000 | |||||||||
4.25% Senior Notes due 2028 | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum consolidated indebtedness to consolidated EBITDA | 4.25 | 4.25 | ||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||
Stated interest rate | 4.25% | 4.25% | 4.25% | 4.25% | ||||||
3.75% Senior Notes due 2029 | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||
Stated interest rate | 3.75% | 3.75% | 3.75% | 3.75% | ||||||
4.0% Senior Notes due 2031 | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||
Stated interest rate | 4.00% | 4.00% | 4.00% | 4.00% | ||||||
$3 Billion Credit Facility | Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility | $ 3,000,000,000 | |||||||||
$3 Billion Credit Facility | Credit Facility | Revolving Credit Facility | Federal Funds Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable interest rate | 0.50% | |||||||||
$3 Billion Credit Facility | Credit Facility | Revolving Credit Facility | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable interest rate | 1.00% | |||||||||
Senior Notes Due 2029 And 2031 | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 1,000,000,000 | |||||||||
Debt extinguishment and financing costs | 10,000,000 | |||||||||
Senior Notes Due 2029 And 2031 | Senior Notes | Cognate BioServices, Inc. | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt extinguishment and financing costs | 21,000,000 | |||||||||
Payments for accrued interest | $ 13,000,000 | |||||||||
Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of credit outstanding | $ 16,700,000 | $ 16,700,000 | $ 16,000,000 | |||||||
Other Nonoperating Income (Expense) | Foreign Exchange Forward | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Foreign currency losses recognized | 22,700,000 | 4,200,000 | ||||||||
Interest Expense | Foreign Exchange Forward | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Recognized gains from derivatives | $ 5,048,000 | $ 0 | $ 24,380,000 | $ 6,067,000 |
LONG-TERM DEBT AND FINANCE LE_5
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS - Principal Maturities of Long Term Debt (Details) $ in Thousands | Sep. 25, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (excluding the nine months ended September 25, 2021) | $ 105 |
2022 | 0 |
2023 | 0 |
2024 | 263 |
2025 | 0 |
Thereafter | 2,890,251 |
Total | $ 2,890,619 |
EQUITY AND NONCONTROLLING INT_3
EQUITY AND NONCONTROLLING INTERESTS - Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Numerator: | ||||
Net income | $ 105,159 | $ 102,611 | $ 259,010 | $ 221,116 |
Less: Net income (expense) attributable to noncontrolling interests | 1,733 | (298) | 5,606 | 3 |
Net income attributable to common shareholders | $ 103,426 | $ 102,909 | $ 253,404 | $ 221,113 |
Denominator: | ||||
Weighted-average shares outstanding—Basic (in shares) | 50,425 | 49,703 | 50,234 | 49,482 |
Effect of dilutive securities: | ||||
Stock options, restricted stock units and performance share units (in shares) | 1,133 | 999 | 1,126 | 889 |
Weighted-average shares outstanding—Diluted (in shares) | 51,558 | 50,702 | 51,360 | 50,371 |
EQUITY AND NONCONTROLLING INT_4
EQUITY AND NONCONTROLLING INTERESTS - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Feb. 29, 2020 | Dec. 28, 2019 | |
Vital River | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Equity interest | 92.00% | 92.00% | ||||
Noncontrolling interest ownership percentage | 8.00% | 8.00% | ||||
Citoxlab | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Equity interest | 90.00% | |||||
Noncontrolling interest ownership percentage | 10.00% | 10.00% | ||||
Supplier | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Equity interest | 80.00% | |||||
Noncontrolling interest ownership percentage | 20.00% | |||||
Employee Stock Option | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share amount (in shares) | 0.2 | 0.3 | 0.2 | 0.3 | ||
Restricted Stock and Restricted Stock Units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share amount (in shares) | 0.7 | 0.9 | ||||
Vital River | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Contractually defined redemption value | $ 21.9 | $ 21.9 | ||||
Citoxlab | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Contractually defined redemption value | $ 4 |
EQUITY AND NONCONTROLLING INT_5
EQUITY AND NONCONTROLLING INTERESTS - Treasury Shares (Details) - USD ($) shares in Millions, $ in Millions | 9 Months Ended | |
Sep. 25, 2021 | Sep. 26, 2020 | |
Equity, Class of Treasury Stock [Line Items] | ||
Shares acquired to satisfy minimum individual statutory tax withholdings for vesting of equity instruments (in shares) | 0.1 | 0.1 |
Shares acquired to satisfy minimum individual statutory tax withholdings for vesting of equity instruments | $ 40.4 | $ 23.9 |
Authorized Share Repurchase Program | ||
Equity, Class of Treasury Stock [Line Items] | ||
Shares repurchased during period (in shares) | 0 | 0 |
Remaining authorized repurchase amount | $ 129.1 |
EQUITY AND NONCONTROLLING INT_6
EQUITY AND NONCONTROLLING INTERESTS - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | ||||
Beginning balance | $ 2,323,280 | $ 1,756,725 | $ 2,118,169 | $ 1,637,828 |
Other comprehensive income before reclassifications | 1,407 | |||
Amounts reclassified from accumulated other comprehensive income | 2,972 | |||
Net current period other comprehensive income | 4,379 | |||
Income tax (benefit) expense | (3,140) | 3,201 | (1,716) | 3,024 |
Ending balance | 2,432,065 | 1,901,465 | 2,432,065 | 1,901,465 |
Foreign Currency Translation Adjustment and Other | ||||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | ||||
Beginning balance | (73,884) | |||
Other comprehensive income before reclassifications | 1,407 | |||
Amounts reclassified from accumulated other comprehensive income | 0 | |||
Net current period other comprehensive income | 1,407 | |||
Income tax (benefit) expense | (2,448) | |||
Ending balance | (70,029) | (70,029) | ||
Pension and Other Post-Retirement Benefit Plans | ||||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | ||||
Beginning balance | (64,990) | |||
Other comprehensive income before reclassifications | 0 | |||
Amounts reclassified from accumulated other comprehensive income | 2,972 | |||
Net current period other comprehensive income | 2,972 | |||
Income tax (benefit) expense | 732 | |||
Ending balance | (62,750) | (62,750) | ||
Total | ||||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | ||||
Beginning balance | (108,021) | (212,714) | (138,874) | (178,019) |
Ending balance | $ (132,779) | $ (195,281) | $ (132,779) | $ (195,281) |
EQUITY AND NONCONTROLLING INT_7
EQUITY AND NONCONTROLLING INTERESTS - Rollforward of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 26, 2020 | Feb. 29, 2020 | Dec. 28, 2019 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance | $ 25,499 | $ 28,647 | ||
Adjustment to Vital River redemption value | 3,043 | 0 | ||
Purchase of a 10% redeemable noncontrolling interest | 0 | (3,732) | ||
Net income (loss) attributable to noncontrolling interests | 3,674 | (1,278) | ||
Foreign currency translation | 340 | 396 | ||
Ending balance | $ 32,556 | $ 24,033 | ||
Citoxlab | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Noncontrolling interest ownership percentage | 10.00% | 10.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 14.70% | 24.10% | 18.30% | 19.50% |
Increase in unrecognized tax benefits | $ 1.5 | |||
Unrecognized tax benefits | 28.4 | $ 28.4 | ||
Increase in unrecognized tax benefits that would impact effective tax rate | 1.2 | |||
Unrecognized tax benefits that would impact effective tax rate | 25.8 | 25.8 | ||
Accrued interest on unrecognized tax benefits | 2 | 2 | ||
Decrease in unrecognized tax benefits that are reasonably possibly over the next twelve-month period | $ 9.8 | $ 9.8 |
PENSION AND OTHER POST-RETIRE_3
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Employee benefits | ||||
Service cost | $ 911 | $ 797 | $ 2,733 | $ 2,392 |
Interest cost | 1,344 | 2,355 | 4,032 | 7,064 |
Expected return on plan assets | (1,983) | (2,981) | (5,950) | (8,944) |
Amortization of prior service cost (credit) | (128) | (125) | (383) | (376) |
Amortization of net loss | 1,110 | 1,586 | 3,330 | 4,758 |
Other adjustments | 0 | 125 | (572) | 375 |
Net periodic cost | 1,254 | 1,757 | 3,190 | 5,269 |
Other Postretirement Benefits Plan | ||||
Employee benefits | ||||
Net periodic cost | $ 0 | $ 0 | $ 0 | $ 0 |
PENSION AND OTHER POST-RETIRE_4
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Employee benefits | ||||
Net periodic cost | $ 1,254 | $ 1,757 | $ 3,190 | $ 5,269 |
Other Postretirement Benefits Plan | ||||
Employee benefits | ||||
Net periodic cost | $ 0 | $ 0 | $ 0 | $ 0 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Stock-based compensation expense | ||||
Stock-based compensation, before income taxes | $ 22,023 | $ 16,870 | $ 52,289 | $ 40,973 |
Provision for income taxes | (3,155) | (2,508) | (7,607) | (6,047) |
Stock-based compensation, net of income taxes | 18,868 | 14,362 | 44,682 | 34,926 |
Cost of revenue | ||||
Stock-based compensation expense | ||||
Stock-based compensation, before income taxes | 3,818 | 3,261 | 9,543 | 7,616 |
Selling, general and administrative | ||||
Stock-based compensation expense | ||||
Stock-based compensation, before income taxes | $ 18,205 | $ 13,609 | $ 42,746 | $ 33,357 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock-Based Compensation Grants (Details) shares in Millions | 9 Months Ended |
Sep. 25, 2021$ / sharesshares | |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options granted (in shares) | 0.2 |
Stock options weighted average grant date fair value (in dollars per share) | $ / shares | $ 108.59 |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares granted (in shares) | 0.1 |
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 338.06 |
Performance Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares granted (in shares) | 0.1 |
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 407.76 |
Maximum shares to be awarded under plan (in shares) | 0.1 |
FOREIGN CURRENCY CONTRACTS - Sc
FOREIGN CURRENCY CONTRACTS - Schedule of Derivative Instruments on Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Interest expense | $ (16,455) | $ (18,867) | $ (62,364) | $ (53,286) |
Foreign Exchange Forward | Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) | $ 5,048 | $ 0 | $ 24,380 | $ 6,067 |
RESTRUCTURING AND ASSET IMPAI_3
RESTRUCTURING AND ASSET IMPAIRMENTS - Restructuring Costs by Classification on the Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 2,331 | $ 1,580 | $ 4,690 | $ 10,489 |
Cost of services provided and products sold (excluding amortization of intangible assets) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 633 | 906 | 1,589 | 4,710 |
Selling, general and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 1,698 | 674 | 3,101 | 5,779 |
Severance and Transition Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 1,370 | 818 | 3,396 | 6,536 |
Severance and Transition Costs | Cost of services provided and products sold (excluding amortization of intangible assets) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 518 | 606 | 1,434 | 4,152 |
Severance and Transition Costs | Selling, general and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 852 | 212 | 1,962 | 2,384 |
Asset Impairments and Other Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 961 | 762 | 1,294 | 3,953 |
Asset Impairments and Other Costs | Cost of services provided and products sold (excluding amortization of intangible assets) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 115 | 300 | 155 | 558 |
Asset Impairments and Other Costs | Selling, general and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 846 | $ 462 | $ 1,139 | $ 3,395 |
RESTRUCTURING AND ASSET IMPAI_4
RESTRUCTURING AND ASSET IMPAIRMENTS - Restructuring Costs by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Segment Reporting Information [Line Items] | ||||
Restructuring costs | $ 2,331 | $ 1,580 | $ 4,690 | $ 10,489 |
Unallocated corporate | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring costs | 0 | 36 | (151) | 36 |
RMS | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring costs | 0 | (33) | 7 | 727 |
DSA | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring costs | 815 | 1,074 | 2,449 | 7,572 |
Manufacturing | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring costs | $ 1,516 | $ 503 | $ 2,385 | $ 2,154 |
RESTRUCTURING AND ASSET IMPAI_5
RESTRUCTURING AND ASSET IMPAIRMENTS - Rollforward of Severance and Transition Costs Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | $ 2,842 | $ 7,199 | $ 5,816 | $ 6,405 |
Expense (excluding non-cash charges) | 1,483 | 1,069 | 3,842 | 7,943 |
Payments / utilization | (910) | (1,592) | (4,374) | (7,509) |
Other non-cash adjustments | 0 | 0 | (1,831) | 0 |
Foreign currency adjustments | (11) | 42 | (49) | (121) |
Ending balance | $ 3,404 | $ 6,718 | $ 3,404 | $ 6,718 |
RESTRUCTURING AND ASSET IMPAI_6
RESTRUCTURING AND ASSET IMPAIRMENTS - Narrative (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Jun. 26, 2021 | Dec. 26, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Dec. 28, 2019 |
Restructuring Cost and Reserve [Line Items] | ||||||
Severance and other personnel related costs liability and lease obligation liabilities | $ 3,404 | $ 2,842 | $ 5,816 | $ 6,718 | $ 7,199 | $ 6,405 |
Severance and Transition Costs | Accrued Compensation and Accrued Liabilities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance and other personnel related costs liability and lease obligation liabilities | $ 3,400 | 6,700 | ||||
Severance and Transition Costs | Other Long-Term Liabilities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance and other personnel related costs liability and lease obligation liabilities | $ 100 |
LEASES - Right-of-Use Lease Ass
LEASES - Right-of-Use Lease Assets and Lease Liabilities in Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets, net | $ 284,722 | $ 178,220 |
Other current liabilities | 31,731 | 24,674 |
Operating lease right-of-use liabilities | 244,012 | 155,595 |
Total operating lease liabilities | 275,743 | 180,269 |
Property, plant and equipment, net | 30,389 | 31,614 |
Current portion of long-term debt and finance leases | 2,170 | 3,018 |
Long-term debt, net and finance leases | 25,817 | 26,029 |
Total finance lease liabilities | $ 27,987 | $ 29,047 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of long-term debt and finance leases | Current portion of long-term debt and finance leases |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt, net and finance leases | Long-term debt, net and finance leases |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | Oct. 12, 2021divestiture | Sep. 25, 2021USD ($) |
Lessor, Lease, Description [Line Items] | ||
Future minimum lease payments for leases that have not yet commenced | $ | $ 129 | |
Subsequent Event | ||
Lessor, Lease, Description [Line Items] | ||
Number of divestitures | divestiture | 2 | |
Minimum | ||
Lessor, Lease, Description [Line Items] | ||
Terms for leases that have not yet commenced | 8 years | |
Maximum | ||
Lessor, Lease, Description [Line Items] | ||
Terms for leases that have not yet commenced | 15 years |
LEASES - Components of Operatin
LEASES - Components of Operating and Finance Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Leases [Abstract] | ||||
Operating lease costs | $ 12,697 | $ 8,416 | $ 33,073 | $ 24,387 |
Amortization of right-of-use assets | 846 | 966 | 2,534 | 2,853 |
Interest on lease liabilities | 317 | 323 | 972 | 986 |
Short-term lease costs | 1,335 | 530 | 3,617 | 1,644 |
Variable lease costs | 1,184 | 1,556 | 2,819 | 3,669 |
Sublease income | (521) | (440) | (1,475) | (1,216) |
Total lease costs | $ 15,858 | $ 11,351 | $ 41,540 | $ 32,323 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 25, 2021 | Sep. 26, 2020 | |
Cash flows included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 29,346 | $ 21,959 |
Operating cash flows from finance leases | 974 | 986 |
Finance cash flows from finance leases | 1,822 | 3,474 |
Non-cash leases activity: | ||
Right-of-use lease assets obtained in exchange for new operating lease liabilities | 121,365 | 50,491 |
Right-of-use lease assets obtained in exchange for new finance lease liabilities | $ 930 | $ 735 |
LEASES - Weighted Average Remai
LEASES - Weighted Average Remaining Lease Term and Discount Rates (Details) | Sep. 25, 2021 | Sep. 26, 2020 |
Weighted-average remaining lease term (in years) | ||
Operating lease | 9 years | 8 years 2 months 12 days |
Finance lease | 12 years | 12 years 7 months 6 days |
Weighted-average discount rate | ||
Operating lease | 3.60% | 4.20% |
Finance lease | 4.50% | 4.50% |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 26, 2020 |
Operating Leases | ||
2021 (excluding the nine months ended September 25, 2021) | $ 10,546 | |
2022 | 41,917 | |
2023 | 39,020 | |
2024 | 37,415 | |
2025 | 35,204 | |
Thereafter | 163,850 | |
Total minimum future lease payments | 327,952 | |
Less: Imputed interest | 52,209 | |
Total lease liabilities | 275,743 | $ 180,269 |
Finance Leases | ||
2021 (excluding the nine months ended September 25, 2021) | 1,034 | |
2022 | 3,844 | |
2023 | 3,474 | |
2024 | 3,242 | |
2025 | 2,965 | |
Thereafter | 21,885 | |
Total minimum future lease payments | 36,444 | |
Less: Imputed interest | 8,457 | |
Total lease liabilities | $ 27,987 | $ 29,047 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Oct. 12, 2021 | Sep. 25, 2021 | Dec. 26, 2020 |
Assets | |||
Current assets | $ 139,559 | $ 0 | |
Liabilities | |||
Current liabilities | 34,350 | $ 0 | |
Discontinued Operations, Held-for-sale | RMS Japan Operations | |||
Assets | |||
Current assets | 26,794 | ||
Property, plant, and equipment, net | 17,964 | ||
Goodwill | 6,876 | ||
Other assets | 3,383 | ||
Assets held for sale | 55,017 | ||
Liabilities | |||
Current liabilities | 8,892 | ||
Long-term liabilities | 97 | ||
Liabilities held for sale | 8,989 | ||
Discontinued Operations, Held-for-sale | CDMO Site | |||
Assets | |||
Current assets | 9,044 | ||
Property, plant, and equipment, net | 14,615 | ||
Operating lease right-of-use assets, net | 20,001 | ||
Goodwill | 26,601 | ||
Other assets | 14,280 | ||
Assets held for sale | 84,541 | ||
Liabilities | |||
Current liabilities | 6,893 | ||
Operating lease right-of-use liabilities | 18,468 | ||
Liabilities held for sale | $ 25,361 | ||
Subsequent Event | Discontinued Operations, Held-for-sale | RMS Japan Operations | |||
Subsequent Event [Line Items] | |||
Consideration received from divestiture | $ 63,000 | ||
Subsequent Event | Discontinued Operations, Held-for-sale | CDMO Site | |||
Subsequent Event [Line Items] | |||
Consideration received from divestiture | 52,000 | ||
Contingent consideration | $ 25,000 |