Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2022 |
Current Fiscal Year End Date | --12-31 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-38332 |
Entity Registrant Name | QIAGEN N.V. |
Entity Incorporation, State or Country Code | P7 |
Entity Address, Address Line One | Hulsterweg 82 |
Entity Address, Postal Zip Code | 5912 PL |
Entity Address, City or Town | Venlo |
Entity Address, Country | NL |
Title of 12(b) Security | Common Shares, par value EUR 0.01 per share |
Trading Symbol | QGEN |
Security Exchange Name | NYSE |
Entity Common Stock, Shares Outstanding | 227,716,433 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | true |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001015820 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Business Contact | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Hulsterweg 82 |
Entity Address, Postal Zip Code | 5912 PL |
Entity Address, City or Town | Venlo |
Entity Address, Country | NL |
Contact Personnel Name | Roland Sackers |
Contact Personnel Fax Number | 011-31-77-355-6658 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KPMG AG Wirtschaftsprüfungsgesellschaft |
Auditor Location | Düsseldorf, Germany, |
Auditor Firm ID | 1021 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 730,669 | $ 880,516 |
Short-term investments | 687,597 | 184,785 |
Accounts receivable, net of allowance for credit losses of $22,880 and $23,124, respectively | 323,750 | 362,131 |
Inventories, net | 357,960 | 327,525 |
Prepaid expenses and other current assets (of which $11,929 and $16,956 in 2022 and 2021 due from related parties, respectively) | 293,976 | 354,645 |
Total current assets | 2,393,952 | 2,109,602 |
Long-term assets: | ||
Property, plant and equipment, net of accumulated depreciation of $502,967 and $632,416, respectively | 662,170 | 638,183 |
Goodwill | 2,352,569 | 2,350,763 |
Intangible assets, net of accumulated amortization of $727,691 and $806,787, respectively | 544,796 | 627,436 |
Fair value of derivative instruments - long-term | 131,354 | 190,430 |
Other long-term assets | 202,894 | 230,540 |
Total long-term assets | 3,893,783 | 4,037,352 |
Total assets | 6,287,735 | 6,146,954 |
Current liabilities: | ||
Current portion of long-term debt | 389,552 | 847,626 |
Accounts payable | 98,734 | 101,224 |
Accrued and other current liabilities | 486,237 | 568,620 |
Total current liabilities | 974,523 | 1,517,470 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 1,471,898 | 1,094,144 |
Fair value of derivative instruments - long-term | 156,718 | 191,879 |
Other long-term liabilities | 217,985 | 246,911 |
Total long-term liabilities | 1,846,601 | 1,532,934 |
Commitments and contingencies | ||
Equity: | ||
Preference shares, 0.01 EUR par value, authorized—450,000 shares, no shares issued and outstanding | 0 | 0 |
Financing preference shares, 0.01 EUR par value, authorized—40,000 shares, no shares issued and outstanding | 0 | 0 |
Common Shares, 0.01 EUR par value, authorized—410,000 shares, issued—230,829 shares | 2,702 | 2,702 |
Additional paid-in capital | 1,868,015 | 1,818,508 |
Retained earnings | 2,160,173 | 1,791,740 |
Accumulated other comprehensive loss | (404,091) | (326,670) |
Less treasury shares, at cost—3,113 and 3,755 shares, respectively | (160,188) | (189,730) |
Total equity | 3,466,611 | 3,096,550 |
Total liabilities and equity | $ 6,287,735 | $ 6,146,954 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares |
Current assets: | ||
Accounts receivable - allowance for doubtful accounts | $ | $ 22,880 | $ 23,124 |
Prepaid expenses and other current assets due from related parties | $ | 11,929 | 16,956 |
Long-term assets: | ||
Property, plant and equipment - accumulated depreciation | $ | 502,967 | 632,416 |
Intangible assets - accumulated amortization | $ | $ 727,691 | $ 806,787 |
Preference shares, 0.01 EUR par value, authorized—450,000 shares, no shares issued and outstanding | ||
Preference shares - shares authorized (in shares) | 450,000,000 | 450,000,000 |
Preference shares - shares issued (in shares) | 0 | 0 |
Preference shares - shares outstanding (in shares) | 0 | 0 |
Financing preference shares, 0.01 EUR par value, authorized—40,000 shares, no shares issued and outstanding | ||
Financing preference shares - shares authorized (in shares) | 40,000,000 | 40,000,000 |
Financing preference shares - shares issued (in shares) | 0 | 0 |
Financing preference shares - shares outstanding (in shares) | 0 | 0 |
Common Shares, 0.01 EUR par value, authorized—410,000 shares, issued—230,829 shares | ||
Common shares - shares authorized (in shares) | 410,000,000 | 410,000,000 |
Common stock - shares issued (in shares) | 230,829,000 | 230,829,000 |
Less treasury shares, at cost—3,113 and 3,755 shares, respectively | ||
Treasury shares (in shares) | (3,113,000) | (3,755,000) |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 2,141,518 | $ 2,251,657 | $ 1,870,346 |
Cost of sales: | |||
Cost of sales | 696,472 | 733,719 | 574,467 |
Acquisition-related intangible amortization | 60,483 | 67,118 | 63,164 |
Total cost of sales | 756,955 | 800,837 | 637,631 |
Gross profit | 1,384,563 | 1,450,820 | 1,232,715 |
Operating expenses: | |||
Research and development | 189,859 | 189,964 | 149,072 |
Sales and marketing | 474,220 | 456,392 | 413,684 |
General and administrative | 129,725 | 128,076 | 111,678 |
Acquisition-related intangible amortization | 14,531 | 18,542 | 20,811 |
Restructuring, acquisition, integration and other, net | 44,768 | 27,762 | 151,039 |
Total operating expenses | 853,103 | 820,736 | 846,284 |
Income from operations | 531,460 | 630,084 | 386,431 |
Other income (expense): | |||
Interest income | 32,757 | 9,555 | 10,032 |
Interest expense | (58,357) | (54,477) | (71,317) |
Other income, net | 6,741 | 40,671 | 114,326 |
Total other (expense) income, net | (18,859) | (4,251) | 53,041 |
Income before income tax expense | 512,601 | 625,833 | 439,472 |
Income tax expense | 89,390 | 113,234 | 80,284 |
Net income | $ 423,211 | $ 512,599 | $ 359,188 |
Basic earnings per common share (in USD per share) | $ 1.86 | $ 2.25 | $ 1.57 |
Diluted earnings per common share (in USD per share) | $ 1.84 | $ 2.21 | $ 1.53 |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 227,577 | 227,983 | 228,427 |
Diluted (in shares) | 230,136 | 232,034 | 234,214 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 423,211 | $ 512,599 | $ 359,188 |
Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods: | |||
Gains (losses) on cash flow hedges (net of tax of $0, $0 and $2,845, respectively) | (24,098) | 16,780 | (8,536) |
Reclassification adjustments on cash flow hedges (net of tax of $0, $0 and $4,666, respectively) | 21,940 | (17,010) | 13,999 |
Cash flow hedges, net of tax | (2,158) | (230) | 5,463 |
Net investment hedge | (14,724) | 24,743 | (26,442) |
Gain (loss) on pension (net of tax of $528, $5 and $16, respectively) | 1,233 | 11 | (38) |
Foreign currency translation adjustments (net of tax of $854, $1,674 and $946, respectively) | (61,772) | (107,372) | 86,814 |
Total other comprehensive (loss) income | (77,421) | (82,848) | 65,797 |
Comprehensive income | $ 345,790 | $ 429,751 | $ 424,985 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Gains (losses) on cash flow hedges - tax expense (benefit) | $ 0 | $ 0 | $ (2,845) |
Reclassification adjustments on cash flow hedges - tax expense (benefit) | 0 | 0 | 4,666 |
Gain (loss) on pension - tax | (528) | (5) | 16 |
Foreign currency translation adjustments - tax expense (benefit) | $ 854 | $ 1,674 | $ 946 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Thousands | Total | Impact of Change in Accounting Policy | Common Shares | Additional Paid-In Capital | Additional Paid-In Capital Impact of Change in Accounting Policy | Retained Earnings | Retained Earnings Impact of Change in Accounting Policy | Accumulated Other Comprehensive Income (Loss) | Treasury Shares |
Balance (in shares) at Dec. 31, 2019 | 230,829 | ||||||||
Balance (in shares) at Dec. 31, 2019 | (3,077) | ||||||||
Balance at Dec. 31, 2019 | $ 2,536,591 | $ (15,074) | $ 2,702 | $ 1,777,017 | $ 1,178,457 | $ (15,074) | $ (309,619) | $ (111,966) | |
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income (loss) | 359,188 | 359,188 | |||||||
Conversion of warrants (in shares) | 807 | ||||||||
Conversion of warrants | 0 | (7,547) | (22,725) | $ 30,272 | |||||
Termination of warrants | (174,626) | (30,289) | (144,337) | ||||||
Equity component of convertible debt, net | 54,052 | 54,052 | |||||||
Total other comprehensive (loss) income | 65,797 | 65,797 | |||||||
Purchase of treasury shares (in shares) | (1,346) | ||||||||
Purchase of treasury shares | (63,995) | $ (63,995) | |||||||
Issuance of common shares in connection with stock plan (in shares) | 1,085 | ||||||||
Issuance of common shares in connection with stock plan | 7,661 | (32,418) | $ 40,079 | ||||||
Tax withholding related to vesting of stock awards (in shares) | (313) | ||||||||
Tax withholding related to vesting of stock awards | (12,691) | $ (12,691) | |||||||
Share-based compensation | 40,936 | 40,936 | |||||||
Balance (in shares) at Dec. 31, 2020 | 230,829 | ||||||||
Balance (in shares) at Dec. 31, 2020 | (2,844) | ||||||||
Balance at Dec. 31, 2020 | $ 2,797,839 | $ (53,789) | $ 2,702 | 1,834,169 | $ (54,052) | 1,323,091 | $ 263 | (243,822) | $ (118,301) |
Increase (Decrease) in Stockholders' Equity | |||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2020-06 [Member] | ||||||||
Net income (loss) | $ 512,599 | 512,599 | |||||||
Total other comprehensive (loss) income | (82,848) | (82,848) | |||||||
Purchase of treasury shares (in shares) | (1,891) | ||||||||
Purchase of treasury shares | (99,987) | $ (99,987) | |||||||
Issuance of common shares in connection with stock plan (in shares) | 1,441 | ||||||||
Issuance of common shares in connection with stock plan | 7,919 | (44,213) | $ 52,132 | ||||||
Tax withholding related to vesting of stock awards (in shares) | (461) | ||||||||
Tax withholding related to vesting of stock awards | (23,574) | $ (23,574) | |||||||
Share-based compensation | 38,391 | 38,391 | |||||||
Balance (in shares) at Dec. 31, 2021 | 230,829 | ||||||||
Balance (in shares) at Dec. 31, 2021 | (3,755) | ||||||||
Balance at Dec. 31, 2021 | 3,096,550 | $ 2,702 | 1,818,508 | 1,791,740 | (326,670) | $ (189,730) | |||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income (loss) | 423,211 | 423,211 | |||||||
Total other comprehensive (loss) income | (77,421) | (77,421) | |||||||
Issuance of common shares in connection with stock plan (in shares) | 1,171 | ||||||||
Issuance of common shares in connection with stock plan | 121 | (54,778) | $ 54,899 | ||||||
Tax withholding related to vesting of stock awards (in shares) | (529) | ||||||||
Tax withholding related to vesting of stock awards | (25,357) | $ (25,357) | |||||||
Share-based compensation | 49,507 | 49,507 | |||||||
Balance (in shares) at Dec. 31, 2022 | 230,829 | ||||||||
Balance (in shares) at Dec. 31, 2022 | (3,113) | ||||||||
Balance at Dec. 31, 2022 | $ 3,466,611 | $ 2,702 | $ 1,868,015 | $ 2,160,173 | $ (404,091) | $ (160,188) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 423,211 | $ 512,599 | $ 359,188 |
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of businesses acquired: | |||
Depreciation and amortization | 208,397 | 214,931 | 205,014 |
Non-cash impairments | 12,970 | 0 | 1,432 |
Amortization of debt discount and issuance costs | 33,701 | 32,294 | 42,318 |
Share-based compensation expense | 49,507 | 38,391 | 40,936 |
Deferred tax benefit | (9,603) | (5,288) | (6,706) |
Loss (gain) on marketable securities | 6,230 | 6,550 | (1,992) |
Gain on sale of investment | 0 | (36,086) | (121,813) |
Other items, net including fair value changes in derivatives | 22,732 | 5,622 | 11,696 |
Net changes in operating assets and liabilities: | |||
Accounts receivable | 15,451 | (7,402) | (14,711) |
Inventories | (61,950) | (81,803) | (107,573) |
Prepaid expenses and other current assets | 58,999 | 13,918 | 1,061 |
Other long-term assets | (2,025) | 1,400 | 316 |
Accounts payable | (1,756) | (5,975) | 8,442 |
Accrued and other current liabilities | (17,837) | (71,681) | (22,141) |
Income taxes | (21,894) | (12,832) | 4,682 |
Other long-term liabilities | (869) | 34,363 | 57,657 |
Net cash provided by operating activities | 715,264 | 639,001 | 457,806 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (129,224) | (189,904) | (132,787) |
Purchases of intangible assets | (20,112) | (16,630) | (171,450) |
Payments for (Proceeds from) Investments | (1,156) | (2,645) | 25,638 |
Cash paid for acquisitions, net of cash acquired | (63,651) | 0 | (239,572) |
Purchases of short-term investments | (1,385,929) | (397,650) | (49,770) |
Proceeds from redemptions of short-term investments | 883,083 | 359,560 | 181,223 |
Proceeds from divestiture | 0 | 0 | 1,845 |
Cash (paid) received for collateral asset | (9,881) | 44,900 | (53,417) |
Other investing activities | 107 | (57) | (4,991) |
Net cash used in investing activities | (726,763) | (202,426) | (443,281) |
Cash flows from financing activities: | |||
Proceeds from short-term debt | 0 | 0 | 59,345 |
Repayment of short-term debt | 0 | 0 | (58,705) |
Proceeds from long-term debt, net of issuance costs | 371,452 | 0 | 497,646 |
Repayment of long-term debt | (480,003) | (41,345) | (296,400) |
Payment for termination of warrants | 0 | 0 | (174,627) |
Payment of intrinsic value of cash convertible notes | 0 | 0 | (237,438) |
Proceeds from exercise of call option related to cash convertible notes | 0 | 0 | 239,836 |
Purchase of treasury shares | 0 | (99,987) | (63,995) |
Proceeds from issuance of common shares | 121 | 7,919 | 7,662 |
Tax withholding related to vesting of stock awards | (25,357) | (23,574) | (13,841) |
Cash paid for contingent consideration | (4,572) | 0 | 0 |
Cash received for collateral liability | 12,556 | 8,600 | 0 |
Other financing activities | 0 | (1,979) | (9,610) |
Net cash used in financing activities | (125,803) | (150,366) | (50,127) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (12,545) | (3,677) | 4,196 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (149,847) | 282,532 | (31,406) |
Cash, cash equivalents and restricted cash, beginning of period | 880,516 | 597,984 | 629,390 |
Cash, cash equivalents and restricted cash, end of period | 730,669 | 880,516 | 597,984 |
Supplemental cash flow disclosures: | |||
Cash paid for interest | 23,208 | 21,588 | 25,351 |
Cash paid for income taxes, net of refunds | 98,565 | 102,083 | 42,572 |
Supplemental disclosure of non-cash investing activities: | |||
Equity securities acquired in non-monetary exchange | 1,475 | 35,705 | 122,368 |
Intangible asset received in exchange for note receivable | $ 0 | $ 14,989 | $ 0 |
Corporate Information and Basis
Corporate Information and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Corporate Information and Basis of Presentation | Corporate Information and Basis of Presentation Corporate Information QIAGEN N.V. is a public limited liability company (naamloze vennootschap) under Dutch law with a registered office at Hulsterweg 82, 5912 PL Venlo, The Netherlands. QIAGEN N.V., a Netherlands holding company, and subsidiaries (we, our or the Company) is a leading global provider of Sample to Insight solutions that enable customers to gain valuable molecular insights from samples containing the building blocks of life. Our sample technologies isolate and process DNA, RNA and proteins from blood, tissue and other materials. Assay technologies make these biomolecules visible and ready for analysis. Bioinformatics software and knowledge bases interpret data to report relevant, actionable insights. Automation solutions tie these together in seamless and cost-effective workflows. We provide solutions to more than 500,000 customers around the world in Molecular Diagnostics (human healthcare) and Life Sciences (academia, pharma R&D and industrial applications, primarily forensics). As of December 31, 2022, we employed approximately 6,200 people in over 35 locations worldwide. Basis of Presentation The accompanying consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP) and all amounts are presented in U.S. dollars rounded to the nearest thousand, unless otherwise indicated. Beginning April 1, 2022, the results of our subsidiary in Turkey are reported under highly inflationary accounting as the prior three-years cumulative inflation rate exceeded 100 percent. QIAGEN has a subsidiary in Moscow, Russia. Due to uncertainties related to the war in Ukraine, and although not material to our consolidated results of operations, during the year ended December 31, 2022, we recorded a combination of credit losses, write-offs and impairments related to our business in Russia totaling $4.0 million. These charges are included in the line item restructuring, acquisition, integration and other, net in the accompanying consolidated statements of income. We have suspended activities in Russia and also with our former commercial partner in Belarus. We undertake acquisitions to complement our own internal product development activities. In May 2022, we acquired BLIRT S.A., a supplier of standardized and customized solutions for proteins and enzymes as well as molecular biology reagents located in Gdańsk, Poland. Its offering includes proteins and enzymes that are critical to the life sciences industry and diagnostic kit manufacturers. The cash consideration, net of cash acquired was $63.7 million. The acquisition was not significant to the overall consolidated financial statements and as of December 31, 2022, the allocation of the purchase price was preliminary. In September 2020, we completed the acquisition of the remaining shares in NeuMoDx Molecular, Inc. (NeuMoDx), a privately-held U.S. company that designs and develops molecular diagnostics solutions for hospital and clinical reference laboratories. Accordingly, at the acquisition dates, all the assets acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations include the operating results from the acquired companies from the acquisition dates. Certain prior year amounts have been reclassified to conform to the current year presentation. |
Effects of New Accounting Prono
Effects of New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Effects of New Accounting Pronouncements | Effects of New Accounting Pronouncements The following new Financial Accounting Standards Board (FASB) Accounting Standards Updates (ASU) were adopted in 2022, 2021 and 2020: Adoption of New Accounting Standards in 2022 ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, creates an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. We early adopted ASU 2021-08 on January 1, 2022. The amended guidance applies on a prospective basis to business combinations that occur after the adoption date. Adoption of New Accounting Standards in 2021 ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, removed certain exceptions for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating income taxes to members of a consolidated group. We adopted the ASU on the effective date of January 1, 2021 and the adoption of this guidance did not have an impact on our consolidated financial statements on the date of adoption. ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, reduced the number of accounting models for convertible instruments. The ASU also amended diluted earnings per share (EPS) calculations for convertible instruments, which will result in more dilutive EPS results, and also amended the requirements for a contract (or embedded derivative) that is potentially settled in an entity’s own shares to be classified in equity. ASU 2020-06 was effective for annual periods beginning on January 1, 2022, with earlier adoption on January 1, 2021 permitted. We adopted ASU 2020-06 early on January 1, 2021 and this resulted in a decrease of $54.1 million to additional paid-in capital and an increase of $0.3 million to retained earnings for the conversion feature to the liability for our 2027 Convertible Notes further discussed in Note 16 "Debt". Adoption of New Accounting Standards in 2020 ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, replaced the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. We adopted Topic 326 on January 1, 2020 using the modified retrospective approach by recognizing the effect of initially applying Topic 326 as an after-tax $15.1 million ($19.6 million pre-tax) adjustment to the opening balance of retained earnings at January 1, 2020 for credit losses on loans, notes and accounts receivable. The adoption did not have an impact on our consolidated statements of income or cash flows. ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer of that transaction. We adopted ASU 2018-18 on January 1, 2020 without any cumulative effect. ASU 2020-03, Codification Improvements to Financial Instruments, was issued to improve and clarify various financial instrument topics, including Topic 326 issued in 2016. The ASU includes seven issues that describe areas of improvement and the related amendments to GAAP. They are intended to make the standards easier to understand and apply and to eliminate inconsistencies. They are narrow in scope and are not expected to significantly change practice for most entities. We adopted ASU 2020-03 on January 1, 2020 without any effect. ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815, addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. We adopted ASU 2020-01 on June 30, 2020 without any impact. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of QIAGEN N.V. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments in either common stock or in-substance common stock of companies where we exercise significant influence over the operations but do not have control, and where we are not the primary beneficiary, are accounted for using the equity method. All other investments are accounted for as discussed under "Non-marketable Investments" below. When there is a portion of equity in an acquired subsidiary not attributable, directly or indirectly, to the Company, we record the fair value of the noncontrolling interests at the acquisition date and classify the amounts attributable to noncontrolling interests separately in equity in the consolidated financial statements. Any subsequent changes in the Company's ownership interest while the Company retains its controlling financial interest in its subsidiary are accounted for as equity transactions. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. While changing conditions regarding the war in Ukraine and the COVID-19 pandemic recovery present additional uncertainty, we continue to use the best information available to form our estimates. Actual results could differ from those estimates. Concentrations of Risk We buy materials for products from many suppliers, and are not dependent on any one supplier or group of suppliers for the business as a whole. However, key components of certain products, including certain instrumentation components and chemicals, are available only from a single source. If supplies from these vendors were delayed or interrupted for any reason, we may not be able to obtain these materials timely or in sufficient quantities in order to produce certain products and sales levels could be negatively affected. Additionally, our customers include researchers at pharmaceutical and biotechnology companies, academic institutions, and government and private laboratories. Fluctuations in the research and development budgets of these researchers and their organizations for applications in which our products are used could have a significant effect on the demand for our products. The financial instruments used in managing our foreign currency, equity and interest rate exposures have an element of risk in that the counterparties may be unable to meet the terms of the agreements. We attempt to minimize this risk by limiting the counterparties to a diverse group of highly-rated international financial institutions. The carrying values of our financial instruments incorporate the non-performance risk by using market pricing for credit risk. However, we have no reason to believe that any counterparties will default on their obligations. In order to minimize our exposure with any single counterparty, we have entered into master agreements which allow us to manage the exposure with the respective counterparty on a net basis. Other financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, short-term investments, and accounts receivable. We attempt to minimize the risks related to cash and cash equivalents and short-term investments by dealing with highly-rated financial institutions and investing in a broad and diverse range of financial instruments. We have established guidelines related to credit quality and maturities of investments intended to maintain safety and liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and diverse customer base, which is dispersed over different geographic areas. Allowances are maintained for potential credit losses and such losses have historically been within expected ranges. Foreign Currency Translation Our reporting currency is the U.S. dollar and the functional currencies of our subsidiaries are generally the local currency of the respective countries in which they are headquartered. All amounts in the financial statements of entities whose functional currency is not the U.S. dollar are translated into U.S. dollar equivalents at exchange rates as follows: (1) assets and liabilities at period-end rates, (2) income statement accounts at average exchange rates for the period, and (3) components of equity at historical rates. Translation gains or losses are recorded in equity, and transaction gains and losses are reflected in net income as a component of other income, net. Realized gains or losses on the value of derivative contracts entered into to hedge the exchange rate exposure of receivables and payables are also included in net income as a component of other income, net. The net gain or loss on foreign currency transactions was a net gain of $2.7 million in 2022, a net loss of $9.0 million in 2021, and a net loss of $4.1 million in 2020, and is included in other income, net. The exchange rates of key currencies were as follows: Closing rate at December 31, Annual average rate (US$ equivalent for one) 2022 2021 2022 2021 2020 Euro (EUR) 1.0666 1.1326 1.0542 1.1832 1.1411 Pound Sterling (GBP) 1.2026 1.3479 1.2376 1.3758 1.2836 Swiss Franc (CHF) 1.0832 1.0963 1.0486 1.0940 1.0659 Australian Dollar (AUD) 0.6797 0.7253 0.6952 0.7514 0.6905 Canadian Dollar (CAD) 0.7386 0.7869 0.7692 0.7977 0.7463 Japanese Yen (JPY) 0.0076 0.0087 0.0077 0.0091 0.0094 Chinese Yuan (CNY) 0.1450 0.1574 0.1489 0.1550 0.1450 Segment Information We determined that we operate as one operating segment in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting. Our chief operating decision maker (CODM) makes decisions based on the Company as a whole. In addition, we have a common basis of organization and types of products and services which derive revenues and consistent product margins. Accordingly, we operate and make decisions as one reporting unit. Revenue Recognition We recognize revenue when control of promised goods or services transfers to our customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The majority of our sales revenue is recognized when products are shipped to the customers at which point control transfers. Warranty We provide warranties on our products against defects in materials and workmanship for a period of one year. A provision for estimated future warranty costs is recorded in cost of sales at the time product revenue is recognized. Product warranty obligations are included in accrued and other current liabilities in the accompanying consolidated balance sheets. Research and Development Research and product development costs are expensed as incurred. Research and development expenses consist primarily of salaries and related expenses, facility costs, and amounts paid to contract research organizations and laboratories for the provision of services and materials as well as costs for internal use or clinical trials. Government Grants We recognize government grants when there is reasonable assurance that all conditions will be complied with and the grant will be received. Our government grants generally represent subsidies for specified activities and are therefore recognized when earned as a reduction of the expenses recorded for the activity that the grants are intended to compensate. Thus, when the grant relates to research and development expense, the grant is recognized over the same period that the related costs are incurred. Otherwise, amounts received under government grants are recorded as liabilities in the balance sheet. When the grant relates to an asset, the nominal amount of the grant is deducted from the carrying amount of the asset and recognized over the same period that the related asset is depreciated. Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets (qualifying asset) when such borrowing costs are significant. All other borrowing costs are expensed in the period they occur. Shipping and Handling Income and Costs Shipping and handling costs charged to customers are recorded as revenue in the period that the related product sale revenue is recorded. Associated costs of shipping and handling are included in sales and marketing expenses. For the years ended December 31, 2022, 2021 and 2020, shipping and handling costs totaled $34.4 million, $31.7 million and $32.1 million, respectively. Advertising Costs The costs of advertising are expensed as incurred and are included as a component of sales and marketing expense. Advertising costs for the years ended December 31, 2022, 2021 and 2020 were $15.8 million, $13.5 million and $9.5 million, respectively. General and Administrative General and administrative expenses primarily represent the costs required to support administrative infrastructure. These costs include licensing costs in connection with continued investments in information technology improvements, including cyber security, across the organization as well as personnel in administrative functions. Restructuring, Acquisition, Integration and Other We incur indirect acquisition and business integration costs in connection with business combinations which are expensed when incurred. These costs represent incremental costs that we believe would not have been incurred absent the business combinations. Major components of these costs include consulting and related fees incurred to integrate or restructure the acquired operations, payroll and related costs for employees remaining with the Company on a transitional basis and public relations, advertising and media costs for re-branding of the combined organization. Restructuring costs include personnel costs (principally termination benefits) as well as contract and other costs, primarily contract termination costs. Termination benefits are accounted for in accordance with FASB ASC Topic 712, Compensation - Nonretirement Postemployment Benefits, and are recorded when it is probable that employees will be entitled to benefits and the amounts can be reasonably estimated. Estimates of termination benefits are based on the frequency of past termination benefits, the similarity of benefits under the current plan and prior plans, and the existence of statutory required minimum benefits. Contract and other costs are accounted for in accordance with FASB ASC Topic 420, Exit or Disposal Cost Obligations and are recorded when the liability is incurred. The specific restructuring measures and associated estimated costs are based on management's best business judgment under the existing circumstances at the time the estimates are made. If future events require changes to these estimates, such adjustments will be reflected in the period of the revised estimate. On March 3, 2020, QIAGEN and Thermo Fisher Scientific Inc. (NYSE: TMO) announced that their boards of directors, as well as the Managing Board of QIAGEN N.V., unanimously approved Thermo Fisher’s proposal to acquire QIAGEN. On August 13, 2020, QIAGEN announced that Thermo Fisher did not achieve the minimum 66.67% acceptance threshold from QIAGEN shareholders. For the year ended December 31, 2020, we incurred related expenses of $125.5 million, which includes the $95.0 million expense reimbursement which was paid when the minimum acceptance threshold was not met. These costs are recorded within restructuring, acquisition, integration and other, net in the accompanying consolidated statement of income. Income Taxes We account for income taxes under the liability method. Under this method, total income tax expense is the amount of income taxes expected to be payable for the current year plus the change from the beginning of the year for deferred tax assets and liabilities established for the expected future tax consequences resulting from differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and/or liabilities are determined by multiplying the differences between the financial statement carrying amount and the tax bases of assets and liabilities by the enacted tax rates expected to be in effect when such differences are reversed or settled. Deferred tax assets are reduced by a valuation allowance to the amount more likely than not to be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Tax benefits are initially recognized in the financial statements when it is more likely than not that the position will be sustained upon examination by the taxing authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement with the taxing authority using the cumulative probability method, assuming the taxing authority has full knowledge of the position and all relevant facts. Our policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties related to income taxes within the income tax expense. Derivative Instruments We enter into derivative financial instrument contracts to minimize the variability of cash flows or income statement impact associated with the anticipated transactions being hedged or to hedge fluctuating interest rates. As changes in foreign currencies or interest rates impact the value of anticipated transactions, the fair value of the forward or swap contracts also changes, offsetting foreign currency or interest rate fluctuations. Derivative instruments are recorded on the balance sheet at fair value. Changes in fair value of derivatives are recorded in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction. Share-Based Payments Compensation cost for all share-based payments is recorded based on the grant date fair value, less an estimate for pre-vesting forfeitures, recognized in expense over the service period using an accelerated method. Forfeiture Rate - This is the estimated percentage of grants that are expected to be forfeited or canceled on an annual basis before becoming fully vested. We estimated the forfeiture rate based on historical forfeiture experience. Restricted Stock Units and Performance Stock Units - Restricted stock units and performance stock units represent rights to receive Common Shares at a future date. The fair market value of restricted and performance stock units is determined based on the number of stock units granted and the fair market value of our shares on the grant date. The fair market value at the time of the grant, less an estimate for pre-vesting forfeitures, is recognized in expense over the vesting period. At each reporting period, the estimated performance achievement of the performance stock units is assessed and any change in the estimated achievement is recorded on a cumulative basis in the period of adjustment. Cash and Cash Equivalents Cash and cash equivalents consist of cash on deposit in banks and other cash invested temporarily in various instruments that are short-term and highly liquid, and having an original maturity of less than three months at the date of purchase. Cash equivalents are carried at amortized cost which approximates fair value. Cash and cash equivalents as of December 31, 2022 and 2021 were as follows: (in thousands) 2022 2021 Cash at bank and on hand $122,314 $235,381 Money market funds 289,394 366,117 Commercial paper 94,828 179,844 Short-term bank deposits 224,133 99,174 Cash and cash equivalents $730,669 $880,516 Short-Term Investments Short-term investments include cash investments with original maturities of more than three months which are classified as “available for sale” and stated at fair value, which is equivalent to the amortized cost, in the accompanying consolidated balance sheet. Interest income is accrued when earned and changes in fair market values are reflected in other income, net. The amortization of premiums and accretion of discounts to maturity arising from acquisition is included in interest income. A decline in fair value that is judged to be other-than-temporary is accounted for as a realized loss and the write-down is included in the consolidated statements of income. Realized gains and losses, determined on a specific identification basis on the sale of short-term investments, are included in income. Short-term investments consisting of marketable equity securities are reported at fair value with gains and losses recorded in earnings. Fair Value of Financial Instruments The carrying amount of cash and cash equivalents, notes receivable, accounts receivable, accounts payable and accrued liabilities approximate their fair values because of the short maturities of those instruments. The carrying value of our variable rate debt and leases approximates their fair values because of the short maturities and/or interest rates which are comparable to those available to us on similar terms. The fair values of the zero coupon convertible debt and the Cash Convertible Notes are based on an estimation using available over-the-counter market information. The fair values of the U.S. Private Placement were estimated using the changes in the U.S. Treasury rates and the fair value of the German Private Placement is based on an estimation using changes in the euro swap rates. Accounts Receivable, Loans and Other Receivables and Allowance for Credit Losses Our accounts receivable consist of unsecured customer obligations and we are at risk to the extent such amounts become uncollectible. Since January 1, 2020, we maintain allowances for credit losses resulting from the expected failure or inability of our customers to make required payments. We recognize the allowance for expected credit losses at inception and reassess regularly considering historical experience with bad debts, the aging of the receivables, credit quality of the customer base, current economic conditions and other reasonable and supportable expectations for future conditions, if applicable. Once a receivable is determined to be uncollectible, the balance is charged against the allowance. We sell our products worldwide through sales subsidiaries and distributors. There is no concentration of credit risk with respect to trade accounts receivable as we have a large number of internationally dispersed customers. Trade accounts receivable are non-interest bearing and mostly have payment terms of 30-90 days. For all years presented, no single customer represented more than ten percent of accounts receivable or consolidated net sales. Following the adoption of Topic 326, we are required to use the new forward-looking expected credit loss model that replaced the previous incurred credit loss model. The new model generally results in earlier recognition of allowances for credit losses and requires consideration of a broader range of information to estimate expected credit losses over the entire lifetime of the assets. Accordingly, with the adoption of Topic 326, we recorded allowances for credit losses of $8.1 million for accounts receivable, $10.2 million for other receivables and $1.3 million for loan receivables. The allowances reflect the forward-looking expected impact of non-payment of the contractual amounts due. The changes in the allowance for credit losses on accounts receivable and loans and other receivables for the years ended December 31, 2022 and 2021 and in the allowance for doubtful accounts for the year December 31, 2020 are as follows: Accounts Receivable Loans and Other Receivables (in thousands) 2022 2021 2020 2022 2021 2020 Balance at beginning of year $23,124 $27,052 $12,115 $5,142 $9,132 $— ASC 326 adoption impact — — 8,089 — — 11,543 Provisions for expected credit losses 4,483 18 16,439 5,574 2,155 1,325 Deductions from allowance (2,685) (1,249) (9,868) — (6,049) (3,916) Recoveries collected — 288 — — 12 — Currency translation adjustments and other (2,042) (2,985) 277 (118) (108) 180 Balance at end of year $22,880 $23,124 $27,052 $10,598 $5,142 $9,132 In 2020, the additions charged to expense include forward-looking expected impacts of the global economic uncertainty caused by COVID-19. Inventories Inventories are stated at the lower of cost or net realizable value, determined on either a weighted average cost basis or a standard cost basis which is regularly adjusted to actual. Inventories include material, direct labor and overhead costs and are reduced for estimated obsolescence. Inventories consisted of the following as of December 31, 2022 and 2021: (in thousands) 2022 2021 Raw materials $97,613 $94,748 Work in process 85,488 67,679 Finished goods 174,859 165,098 Total inventories, net $357,960 $327,525 Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated amortization. Capitalized internal-use software costs include only those direct costs associated with the actual development or acquisition of computer software solely to meet internal needs and cloud-based applications to deliver our service and comprise costs associated with the design, coding, installation and testing of the system. Costs associated with preliminary development, such as the evaluation and selection of alternatives, as well as training, maintenance and support are expensed as incurred. Costs for software to be sold, leased or otherwise marketed that are related to the conceptual formulation and design are expensed as incurred. Costs incurred to produce software products and the software components of products to be sold, leased or marketed after technological feasibility is established are capitalized and amortized in accordance with the accounting standards for the costs of software to be sold, leased, or otherwise marketed. All other depreciation is computed using the straight-line method over the estimated useful lives of the assets (3 to 40 years). Amortization of leasehold improvements is computed on a straight-line basis over the lesser of the remaining life of the lease or the estimated useful life of the improvement asset. We have a policy of capitalizing expenditures that materially increase assets’ useful lives and charging ordinary maintenance and repairs to operations as incurred. When property or equipment is disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts and any gain or loss is included in earnings. Business Combinations We include the results of operations of the businesses that we acquire as of the acquisition date. The purchase price of an acquired business is allocated to the individual assets acquired and liabilities assumed based on their fair values at the date of acquisition. Those fair values are determined using income, cost and market approaches, most of which depend upon significant inputs that are not observable in the market, or level 3 measurements. The excess of purchase price over the fair value of identifiable assets acquired and liabilities assumed is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred. The purchase price for some business combinations includes consideration that is contingent on the achievement of net sales or earnings targets by the acquired business. Contingent consideration is measured initially and on a recurring basis at fair value. Payments to settle the acquisition-date fair value of contingent consideration are presented as financing activities on the statement of cash flows; any payments in excess of the acquisition-date fair value are presented as operating activities. Acquired Intangibles and Goodwill Acquired intangibles with alternative future uses are carried at cost less accumulated amortization and consist of licenses to technology held by third parties and other acquired intangible assets. Amortization related to patents are computed over the estimated useful life of the underlying patent, which has historically ranged from 1 to 20 years. Purchased intangible assets acquired in business combinations, other than goodwill, are amortized over their estimated useful lives unless these lives are determined to be indefinite. Intangibles are assessed for recoverability considering the contract life and the period of time over which the intangible will contribute to future cash flow. The unamortized cost of intangible assets, where cash flows are independent and identifiable from other assets, is evaluated periodically and adjusted, if necessary, if events and circumstances indicate that a decline in value below the carrying amount has occurred. Amortization expense related to developed technology and patent and license rights which have been acquired in a business combination is included in cost of sales. Amortization of trademarks, customer base and non-compete agreements which have been acquired in a business combination is recorded in operating expense under the caption 'acquisition-related intangible amortization'. Amortization expenses of intangible assets not acquired in a business combination are recorded within either the cost of sales, research and development or sales and marketing line items based on the use of the asset. We dispose the gross carrying amount and accumulated amortization of fully amortized intangible assets from historic business combinations once they are considered fully integrated into our business. The fair value of in-process research and development (IPR&D) acquired in a business combination is capitalized as an indefinite-lived intangible asset until completion or abandonment of the related research and development activities. IPR&D is tested for impairment annually or when any event or circumstance indicates that the fair value may be below the carrying value. If and when research and development is complete, the associated asset is amortized over the estimated useful life. Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired arising from business combinations. Goodwill is subject to impairment tests annually or earlier if indicators of potential impairment exist. We have elected to perform our annual test for indications of impairment as of October 1st of each year. Following the annual impairment tests for the years ended December 31, 2022, 2021 and 2020, goodwill has not been impaired. Non-Marketable Investments We have investments in non-marketable equity securities issued by privately held companies. These investments are included in other long-term assets in the accompanying consolidated balance sheets. Non-marketable investments through which we exercise significant influence but do not have control are accounted for using the equity method. We monitor for changes in circumstances that may require a reassessment of the level of influence. Our non-marketable equity securities not accounted for under the equity method are accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date. Investments are evaluated periodically, or when impairment indicators are noted, to determine if declines in value are other-than-temporary. In making that determination, we consider all available evidence relating to the realizable value of a security. This evidence includes, but is not limited to, the following: • adverse financial conditions of a specific issuer, segment, industry, region or other variables; • the length of time and the extent to which the fair value has been less than cost; and • the financial condition and near-term prospects of the issuer. We consider whether the fair values of any of our non-marketable investments have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If any such decline is considered to be other than temporary (based on various factors, including historical financial results, product development activities and the overall health of the affiliate’s industry), then a write-down of the investment would be recorded in operating expense to its estimated fair value. Investment impairments recorded during the year ended December 31, 2020 is discussed in Note 10 "Investments". Variable Interest Entities We evaluate at the inception of each arrangement whether we have made an investment in an entity that is considered a variable interest entity (VIE) or if we hold other variable interests in an arrangement that is considered a variable interest entity. We consolidate VIEs when we are the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is still a VIE and, if so, whether we are the primary beneficiary. If we are not the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE as an investment in a non-marketable investment or in accordance with other applicable GAAP. Impairment of Long-Lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or a group of assets may not be recoverable. We consider, amongst other indicators, a history of operating losses or a change in expected sales levels to be indicators of potential impairment. Assets are grouped and evaluated for impairment at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying amount of the asset exceeds fair value which is determined by applicable market prices, when available. When market prices are not available, we generally measure fair value by discounting projected future cash flows of the asset. Considerable judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could differ from such estimates. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Nature of Goods and Services Our revenues are reported net of sales and value added taxes and accruals for estimated rebates and returns and are derived primarily from the sale of consumable and instrumentation products, and to a much lesser extent, from the sale of services, intellectual property and technology. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. The transaction price is allocated to performance obligations based on their relative stand-alone selling prices. We offer warranties on our products. Certain of our warranties are assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in Topic 606, assurance-type warranties do not represent separate performance obligations. The Company also sells separately-priced service contracts which qualify as service-type warranties and represent separate performance obligations. We sell our products and services both directly to customers and through distributors generally under agreements with payment terms typically less than 90 days and in most cases not exceeding one year and therefore contracts do not contain a significant financing component. Consumable and Related Revenue Consumable Products: In the last three years, revenue from consumable product sales has accounted for approximately 80-81% of our net sales and revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of our contracts have either a single performance obligation to transfer a single consumable product or multiple performance obligations to transfer multiple products concurrently. Accordingly, we recognize revenue when control of the products has transferred to the customer, which is generally at the time of shipment of products as this is when title and risk of loss have been transferred. In addition, invoicing typically occurs at this time so this is when we have a present right to payment. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products and is generally based upon a negotiated formula, list or fixed price. Related Revenue: Revenues from related products include software-as-a-service (SaaS), licenses, intellectual property and patent sales, royalties and milestone payments and over the last three years has accounted for approximately 6-8% of our net sales. SaaS arrangements: Revenue from SaaS arrangements, which allow customers to use hosted software over the contract period without taking possession of the software, is recognized over the duration of the agreement unless the terms of the agreement indicate that revenue should be recognized in a different pattern, for example based on usage. Licenses: Licenses for on-site software, which allow customers to use the software as it exists when made available, are sold as perpetual licenses or term licenses. Revenue from on-site licenses is recognized upfront at the point in time at the later of when the software is made available to the customer and the beginning of the license term. When a portion of the transaction price is allocated to a performance obligation to provide support and/or updates, revenue is recognized as the updates/support are provided, generally over the life of the license. Fees from research collaborations include payments for technology transfer and access rights. Royalties from licensees of intellectual property are based on sales of licensed products and revenues are recognized at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Milestone Payments: At the inception of each companion diagnostic co-development arrangement that includes development milestone payments, which represent variable consideration, we evaluate whether the milestones are probable of being reached and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within our control, such as milestones which are achieved through regulatory approvals, are considered to be constrained and excluded from the transaction price until those approvals are received. Revenue is recognized following the input method as this is considered to best depict the timing of the transfer of control. This involves measuring actual hours incurred to date as a proportion of the total budgeted hours of the project. At the end of each subsequent reporting period, the proportion of completion is trued-up. We also re-evaluate the probability of achievement of development milestones and any related constraint on a periodic basis, and if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Instruments Revenue from instrumentation includes the instrumentation equipment, installation, training and other instrumentation services, such as extended warranty services or product maintenance contracts and over the last three years has accounted for approximately 12-14% of net sales. Revenue from instrumentation equipment is recognized when the customer obtains control of the instrument which is predominantly at the time of delivery or when title has transferred to the customer. Service revenue is recognized over the term of the service period as the customers benefit from the service throughout the service period. Revenue related to services performed on a time-and-materials basis is recognized when performed. Contract Estimates The majority of our revenue is derived from contracts (i) with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount in which we have the right to invoice as product is delivered. We have elected the practical expedient not to disclose the value of remaining performance obligations associated with these types of contracts. However, we have certain companion diagnostic co-development contracts to provide research and development activities in which our performance obligations extend over multiple years. As of December 31, 2022, we had $54.5 million of remaining performance obligations for which the transaction price is not constrained related to these contracts which we expect to recognize over the next 12 to 18 months. Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, is not material. Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the consolidated balance sheet. Contract assets as of December 31, 2022 and 2021 totaled $9.8 million and $14.1 million, respectively, and are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets and relate to the companion diagnostic co-development contracts discussed above. Contract liabilities primarily relate to non-cancellable advances or deposits received from customers before revenue is recognized and is primarily related to instrument service and Software as a Service (SaaS) arrangements. As of December 31, 2022 and 2021, contract liabilities totaled $84.2 million and $74.7 million, respectively, of which $69.0 million and $63.4 million is included in accrued and other current liabilities, respectively, and $15.2 million and $11.3 million in included in other long-term liabilities, respectively. During the years ended December 31, 2022 and 2021, we satisfied the associated performance obligations and recognized revenue of $57.6 million and $54.9 million, respectively, related to advance customer payments previously received. Disaggregation of Revenue We disaggregate our revenue based on product type and customer class as shown in the tables below for the years ended December 31, 2022, 2021 and 2020: (in thousands) 2022 2021 2020 Consumables and related revenues $1,029,791 $1,027,215 $774,234 Instruments 96,436 116,449 129,742 Molecular Diagnostics 1,126,227 1,143,664 903,976 Consumables and related revenues 859,133 959,093 841,201 Instruments 156,158 148,900 125,169 Life Sciences 1,015,291 1,107,993 966,370 Total $2,141,518 $2,251,657 $1,870,346 Additionally, we disaggregate our revenue based on the product categories as shown in the tables below for the years ended December 31, 2022, 2021 and 2020: (in thousands) 2022 2021 2020 Sample technologies $796,932 $850,636 $803,867 Diagnostic solutions 660,879 638,759 460,757 PCR / Nucleic acid amplification 390,804 433,972 363,552 Genomics / NGS 224,797 245,066 165,570 Other 68,106 83,224 76,600 Total $2,141,518 $2,251,657 $1,870,346 Refer to Note 21 "Segment Information" for disclosure of revenue by geographic region. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Business Combinations and Asset Acquisitions For acquisitions which have been accounted for as business combinations, the acquired companies’ results have been included in the accompanying consolidated statements of income from their respective dates of acquisition. Our acquisitions have historically been made at prices above the fair value of the acquired net assets, resulting in goodwill, due to expectations of synergies of combining the businesses. These synergies include use of our existing infrastructure, such as sales force, business service centers, distribution channels and customer relations, to expand sales of an acquired business' products; use of the infrastructure of the acquired businesses to cost-effectively expand sales of our products; and elimination of duplicative facilities, functions and staffing. If the acquired net assets do not constitute a business under the acquisition method of accounting, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, the amount allocated to acquired in-process research and development with no alternative future use is charged to expense at the acquisition date. 2023 Business Combinations On January 3, 2023, we acquired Verogen, Inc., a leader in the use of next-generation sequencing (NGS) technologies to drive the future of human identification (HID) and forensic investigation. Verogen, a privately held company founded in 2017 and based in San Diego, California, supports the global human identification community with NGS tools and professional services to help resolve criminal and missing-persons cases. The cash consideration was $150.0 million, subject to adjustment. The acquisition is not significant to the overall consolidated financial statements. 2022 Business Combinations In May 2022, we acquired BLIRT S.A., a supplier of standardized and customized solutions for proteins and enzymes as well as molecular biology reagents located in Gdańsk, Poland. Its offering includes proteins and enzymes that are critical to the life sciences industry and diagnostic kit manufacturers. The cash consideration, net of cash acquired was $63.7 million. The acquisition was not significant to the overall consolidated financial statements and as of December 31, 2022, the allocation of the purchase price was preliminary. At the acquisition date, all the assets acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations include the operating results from the acquired company from the acquisition date. The acquisition did not have a material impact to net sales, net income or earnings per share and therefore no pro forma information has been provided herein. 2020 Business Combinations On September 17, 2020, we completed the acquisition of the remaining 80.1% of NeuMoDx Molecular, Inc. (NeuMoDx) shares, a privately-held U.S. company in which we held a minority interest. NeuMoDx designs and develops molecular diagnostics solutions for hospital and clinical reference laboratories. Prior to acquisition, we held a 19.9% investment in NeuMoDx with a carrying value of $41.0 million. The cash consideration for the remaining shares totaled $251.7 million. We incurred $2.5 million acquisition related costs to effect the business combination, of which $1.8 million was incurred during the year ended December 31, 2020, and are included in restructuring, acquisition, integration and other, net. The acquisition date fair value of the minority interest investment was $52.7 million and a gain of $11.7 million was recorded in restructuring, acquisition, integration and other, net in the accompanying consolidated statement of income for the year ended December 31, 2020. The fair value of the minority interest investment was determined using an implied purchase price reduced by a 20% control premium. The final purchase price allocation differed from the preliminary purchase price allocation primarily as a result of updates to the acquisition date value of the liability related to acquired litigation, the final valuation and allocation of amounts among the acquired intangible assets as set forth in an independent appraisal, and related deferred tax impacts as follows: (in thousands) Final Preliminary (1) Difference Purchase Price: Cash consideration $251,730 $251,730 $— Fair value of minority interest 52,727 52,727 — $304,457 $304,457 $— Net Assets Acquired: Cash and cash equivalents $12,291 $12,291 $— Accounts receivable 5,691 5,691 — Inventories 20,271 18,866 1,405 Prepaid expenses and other current assets 5,961 5,943 18 Accounts payable (12,450) (11,168) (1,282) Accruals and other current liabilities (69,585) (18,770) (50,815) Other long-term liabilities (4,101) (4,101) — Fixed and other long-term assets 7,076 6,698 378 Developed technology 101,000 119,100 (18,100) In-process research and development 55,000 64,800 (9,800) Patents and license rights 770 770 — Customer backlog 400 900 (500) Goodwill 191,343 149,877 41,466 Deferred tax asset 30,057 — 30,057 Deferred tax liability on fair value of identifiable intangible assets acquired (39,267) (46,440) 7,173 Total $304,457 $304,457 $— (1) As of September 30, 2020. The final purchase price allocation includes $55.0 million for the acquisition date value of the liability related to acquired litigation. The final settlement amount, discussed further in Note 20 "Commitments and Contingencies" was $53.0 million. The $2.0 million difference between the final purchase price allocation and final settlement amount was recorded to restructuring, acquisition, integration and other expense, net in the year ended December 31, 2021. The in-process research and development recognized relates to technologies that remain in development and have not yet obtained regulatory approvals. The technologies within in-process research and development are expected to be completed within the next four years. The weighted average amortization period for the acquired intangibles is 10 years. The goodwill acquired is not deductible for tax purposes. Pro forma results |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring As part of our restructuring activities, we incur expenses that qualify as exit and disposal costs under U.S. GAAP including severance and employee costs as well as contract and other costs, primarily contract termination costs, as well as inventory write-offs and other implementation costs primarily related to consulting fees. Personnel related costs primarily relate to cash severance and other termination benefits including accelerated share-based compensation. We also incur expenses that are an integral component of, and are directly attributable to, our restructuring activities which do not qualify as exit and disposal costs under U.S. GAAP, which consist of asset-related costs such as intangible asset impairments and other asset related write-offs. Personnel costs are primarily determined based on established benefit arrangements, local statutory requirements, or historical benefit practices. We recognize these benefits when payment is probable and estimable. Other benefits which require future service and are associated to non-recurring benefits are recognized ratably over the future service period. Other assets, including inventory, are impaired or written-off if the carrying value exceeds the fair value. All other costs are recognized as incurred. 2022 Restructuring During the fourth quarter of 2022, we initiated a restructuring plan to discontinue our third-party instrument service business and realign certain management positions in order to improve the overall management structure. The total pre-tax costs are expected to total approximately $8.0 million, of which $ 5.0 million 0.4 million 4.1 million 0.5 million Of the total cost incurred, $4.6 million remains accrued as of December 31, 2022 in accrued and other current liabilities in the accompanying consolidated balance sheet as summarized in the following table for the restructuring activity: (in thousands) Personnel Related Contract and Other Costs Total Cost incurred in 2022 $4,121 $491 $ 4,612 Foreign currency translation adjustment 24 3 27 Liability at December 31, 2022 $4,145 $494 $4,639 Future pre-tax costs of approximately $3.0 million are expected to be incurred in 2023 primarily are related to personnel and contract termination costs. The plan is expected to be completed by the end of 2023. |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Investments [Abstract] | |
Short-Term Investments | Short-Term Investments As of December 31, 2022 and 2021, short-term investments were as follows: (in thousands) 2022 2021 Commercial paper $672,597 $139,785 Money market deposits 15,000 45,000 Total $687,597 $184,785 At December 31, 2022 and 2021, we had $687.6 million and $184.8 million, respectively, of commercial paper and money market deposits due from financial and nonfinancial institutions. Short-term investments are highly liquid deposits and fixed-income securities denominated in U.S. dollars. Investments in commercial paper, a marketable debt security, are classified as available for sale investments and are carried at amortized cost, which approximates fair market value. Interest income is calculated and accrued using the effective interest method. Money market deposits are interest-bearing deposit accounts, valued |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are summarized as follows as of December 31, 2022 and 2021: (in thousands) Notes 2022 2021 Fair value of derivative instruments (14) $111,617 $175,284 Income tax receivable (17) 53,394 45,116 Prepaid expenses 50,958 60,629 Value added tax 28,130 22,884 Cash collateral (14) 21,083 11,200 Other receivables 18,997 19,201 Contract assets (4) 9,768 14,082 Loan receivables 29 6,249 Total prepaid expenses and other current assets $293,976 $354,645 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment of December 31, 2022 and 2021 were as follows: (in thousands) Estimated useful life (in years) 2022 2021 Land — $25,480 $26,732 Buildings and improvements 5-40 362,794 371,834 Machinery and equipment 3-10 294,156 343,968 Computer software 3-20 262,007 281,226 Furniture and office equipment 3-10 90,293 106,016 Construction in progress — 130,407 140,823 1,165,137 1,270,599 Less: Accumulated depreciation and amortization (502,967) (632,416) Property, plant and equipment, net $662,170 $638,183 For the years ended December 31, 2022, 2021 and 2020 depreciation and amortization expense totaled $89.5 million, $85.4 million and $78.6 million, respectively. For the years ended December 31, 2022, 2021 and 2020 amortization related to computer software to be sold, leased or marketed totaled $10.8 million, $9.2 million and $7.4 million, respectively. As of December 31, 2022 and 2021, the unamortized balance of computer software to be sold, leased or marketed was $69.2 million and $56.9 million, respectively. Repairs and maintenance expense was $16.8 million, $16.2 million and $13.8 million in 2022, 2021 and 2020, respectively. For the year ended December 31, 2022, construction in progress primarily includes amounts related to projects to expand production lines and increase capacity of manufacturing |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Non-Marketable Investments We have made strategic investments in certain privately-held companies without readily determinable market values. Non-Marketable Investments Accounted for Under the Equity Method A summary of our non-marketable investments accounted for as equity method investments is as follows: Ownership Equity investments as of December 31, Share of income (loss) for the years ended December 31, (in thousands) 2022 2021 2022 2021 2020 PreAnalytiX GmbH 50.00 % $6,856 $10,291 $4,377 $10,412 $3,070 Apis Assay Technologies Ltd 19.00 % 4,102 3,713 389 1,773 1,221 TVM Life Science Ventures III 3.10 % 3,872 3,669 (901) (264) 630 Suzhou Fuda Business Management and Consulting Partnership 33.67 % 2,608 2,832 — — — Actome GmbH 12.50 % 779 1,045 (201) (31) — Hombrechtikon Systems Engineering AG 19.00 % (311) (413) 94 97 97 $17,906 $21,137 $3,758 $11,987 $5,018 Of the $17.9 million of non-marketable investments accounted for as equity method investments, $18.2 million is included in other long-term assets and $0.3 million, where we are committed to fund losses, is included in other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2022. During 2021, we made a $1.1 million investment in Actome GmbH (Actome) and as of December 31, 2022, we hold a 12.5% ownership stake in this company that is accounted for under the equity method as we have the ability to exercise significant influence. TVM Life Science Ventures III (TVM) is a limited partnership and we account for our 3.1% investment under the equity method as we have the ability to exercise significant influence over the limited partnership. This investment is valued at net asset value (NAV) reported by the counterparty, adjusted as necessary. During the years ended December 31, 2022 and 2021, we made $1.1 million and $2.4 million, respectively in additional cash payments to TVM and have $9.2 million of unfunded commitments through 2029 related to this investment. We do not have the right to redeem these funds under the normal course of operations of this partnership. During the years ended December 31, 2022, 2021 and 2020, we received dividends of $7.5 million, $4.7 million and $4.4 million, respectively, from PreAnalytix GmbH. These dividends are included in other items, net including fair value changes in derivatives in the accompanying consolidated statements of cash flows as they are a return on investment and therefore classified as cash flows from operating activities. As of December 31, 2022, four of our equity method investments are variable interest entities and we are not the primary beneficiary as we do not hold the power to direct the activities that most significantly impact the economic performance. Therefore, these investments are not consolidated. As of December 31, 2022, these investments had a total net carrying value of $8.4 million, of which $8.7 million, representing our maximum exposure to loss, is included in other long-term assets and $0.3 million is included in other long-term liabilities in the accompanying consolidated balance sheet. As of December 31, 2021, these investments held a balance of $8.0 million, of which $8.4 million is included in other long-term assets and $0.4 million is included in other long-term liabilities in the accompanying consolidated balance sheet. Non-Marketable Investments Not Accounted for Under the Equity Method At December 31, 2022 and 2021, we had investments in non-publicly traded companies that do not have readily determinable fair values with carrying amounts that totaled $5.3 million and $3.9 million, respectively. These investments which are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Changes resulting from impairment and observable price changes are recognized in the statements of income during the period the change is identified. The changes in non-marketable investments not accounted for under the equity method for the years ended December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Balance at beginning of year $3,945 $4,142 Cash investments in equity securities, net 52 81 Shares received in exchange for services 1,475 — Foreign currency translation adjustments (143) (278) Balance at end of year $5,329 $3,945 We made additional investments of $0.1 million in non-marketable investments not accounted for under equity method for the years ended December 31, 2022 and 2021. Additionally, during 2022, we received shares as payment for services performed. In 2020, we acquired the remaining shares of NeuMoDx as further discussed in Note 5 "Acquisitions". Invitae Corporation (Invitae), a publicly traded company (NVTA), completed the acquisition of ArcherDX, Inc. (ArcherDX), a company in which we held an approximate 8% investment. In exchange for our shares in ArcherDX, we initially received cash of $21.1 million and 2.4 million shares in Invitae followed by an additional 0.4 million shares for milestone achievement, as shown in the marketable equity securities table below. For the year ended December 31, 2021, we recognized a total gain of $102.0 million in other income, net in the accompanying consolidated statement of income as a result of this transaction. Additionally in 2020, we sold two other investments. One investment was sold for its book value and we received $3.7 million in cash. The other investment had a carrying value of $2.5 million and was sold for cash of $0.3 million and the shares in OncoCyte Corporation (OncoCyte), shown in the marketable equity securities table below. A loss of $2.3 million was recognized in other income, net on the sale of this investment. We also recorded a $0.4 million impairment in other income, net following indications that the carrying value was no longer recoverable. Accordingly, the investment was fully impaired. For non-marketable investments not accounted for under the equity method as of both December 31, 2022 and 2021, cumulative upward adjustments for price changes was $0.7 million. These adjustments were due to equity offerings at a higher price from the issuer in orderly transactions for identical or similar investments as those we hold. Marketable Equity Securities During the year ended December 31, 2021, we sold all previously held investments in marketable equity securities that had readily determinable fair values. These investments are reported at fair value with gains and losses recorded in earnings. The changes in marketable equity securities during the year ended December 31, 2021 are as follows: Invitae OncoCyte Oncimmune Holdings plc HTG Molecular Diagnostics, Inc (HTGM) (in $ thousands, except shares data) Shares Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 2020 2,769,189 $115,780 88,101 $211 560,416 $1,258 55,556 $266 Shares received upon milestone achievement 1,100,190 35,338 30,152 147 86,218 220 — — (Loss) gain on change in fair value — (3,066) — 123 — 61 — 65 Sale of investment (3,869,379) (148,052) (118,253) (481) (646,634) (1,539) (55,556) (331) Balance at December 31, 2021 — $— — $— — $— — $— During 2021, we sold all shares received from Invitae upon milestone achievement and realized a gain of $32.3 million in other income, net in the accompanying consolidated statement of income. During the year ended December 31, 2020, unrealized losses recognized for the change in fair market value of all marketable equity securities totaled $5.7 million of which $5.4 million is attributable to short-term and $0.3 million to long-term investments. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following sets forth the intangible assets by major asset class as of December 31, 2022 and 2021: Weighted Average Life 2022 2021 (in thousands) Gross Carrying Amount Accumulated Gross Carrying Accumulated Amortized Intangible Assets: Patent and license rights 10.89 $203,549 ($140,632) $297,986 ($202,569) Developed technology 10.68 780,233 (407,401) 810,420 (400,021) Customer base, trademarks, and non-compete agreements 12.38 227,171 (179,658) 263,878 (204,197) 10.87 $1,210,953 ($727,691) $1,372,284 ($806,787) Unamortized Intangible Assets: In-process research and development $61,534 $61,939 Goodwill 2,352,569 2,350,763 $2,414,103 $2,412,702 During 2022, certain fully amortized intangible assets with a gross carrying amount of $135.3 million were retired. In-process research and development is from the acquisitions of NeuMoDx in 2020 and STAT-Dx in 2018. The estimated fair value of acquired in-process research and development projects which have not reached technological feasibility at the date of acquisition are capitalized and subsequently tested for impairment through completion of the development process, at which point the capitalized amounts are amortized over their estimated useful life. If a project is abandoned rather than completed, all capitalized amounts are written-off immediately. The changes in intangible assets, excluding goodwill, for the years ended December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Balance at beginning of year $627,436 $726,194 Additions 19,632 23,969 Additions from acquisitions 17,247 — Amortization (93,714) (104,371) Disposals (35) (4,571) Impairments (12,829) — Foreign currency translation adjustments (12,941) (13,785) Balance at end of year $544,796 $627,436 Intangible additions of $19.6 million in the above table include $10.9 million of cash paid during the year ended December 31, 2022 together with $7.0 million of additions which were previously recorded as prepayments and $1.7 million of additions that were accrued as of December 31, 2022. Cash paid for purchases of intangible assets during the year ended December 31, 2022 totaled $20.1 million of which $4.8 million is related to current year payments for assets that were accrued as of December 31, 2021 and $4.4 million is related to prepayments recorded in other long-term assets in the accompanying consolidated balance sheet. Cash paid for intangible assets during the year ended December 31, 2021 totaled $16.6 million of which $8.4 million is related to payments in 2021 for licenses that were accrued as of December 31, 2020 and $0.2 million for prepayments recorded in other long-term assets in accompanying consolidated balance sheet. Intangible additions of $24.0 million in 2021 includes $15.0 million associated to a fully paid-up technology license received in exchange for a convertible note, $8.1 million of cash paid during the year and $0.9 million of additions which were previously recorded as prepayments. Amortization expense on intangible assets totaled approximately $93.7 million, $104.4 million and $103.2 million, respectively, for the years ended December 31, 2022, 2021 and 2020. During the year ended December 31, 2022, we recorded a charge to restructuring, acquisition, integration and other, net in the accompanying statement of income, to fully impair a license with a carrying value of $12.8 million. This license was to use technology of Ellume Limited, Australia. In connection with Ellume starting insolvency proceedings in September 2022, we decided to cease all product development and manufacturing activities associated with this license and determined that there was no alternative use nor recoverable value. Accordingly, the license was fully impaired. Amortization of intangibles for the next five years is expected to be approximately: Years ended December 31, (in thousands) 2023 $87,794 2024 $84,412 2025 $73,280 2026 $65,875 2027 $60,410 The changes in goodwill for the years ended December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Balance at beginning of year $2,350,763 $2,364,031 Business combinations 42,201 — Purchase adjustments (303) 33,716 Foreign currency translation adjustments (40,092) (46,984) Balance at end of year $2,352,569 $2,350,763 The changes in the carrying amount of goodwill during the year ended December 31, 2022 resulted primarily from the acquisition of BLIRT S.A. in May 2022 and foreign currency translation adjustments driven by changes in the euro, Australian dollar, Swiss franc and British pound. The changes in goodwill during the year ended December 31, 2021 resulted primarily from changes in foreign currency translation partially offset by purchase adjustments related to the acquisition of NeuMoDx. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | LeasesWe have operating leases primarily for real estate. The leases generally have terms which range from one year to 15 years, some include options to extend or renew, and some include options to early terminate the leases. As of December 31, 2022 and 2021, no such options have been recognized as part of the right-of-use assets and lease liabilities. Operating leases can contain variable lease charges based on an index like consumer prices or rates. During the years ended December 31, 2022 and 2021, amounts recorded as variable lease payments not included in the operating lease liability were not material. When the interest rate implicit in each lease is not readily determinable, we apply our incremental borrowing rate in determining the present value of lease payments. All operating lease expense is recognized on a straight-line basis over the lease term. For the years ended December 31, 2022 and 2021, we recognized $27.0 million and $27.2 million in total lease costs, respectively. Supplemental balance sheet and other information related to operating leases as of December 31, 2022 and 2021 are as follows: (in thousands, except lease term and discount rate) Location in consolidated balance sheet 2022 2021 Operating lease right-of-use assets Other long-term assets $95,523 $100,894 Current operating lease liabilities Accrued and other current liabilities $22,220 $22,048 Long-term operating lease liabilities Other long-term liabilities $71,406 $76,534 Weighted average remaining lease term 6.92 years 7.80 years Weighted average discount rate 2.08 % 1.90 % Supplemental cash flow information related to operating leases for the years ended December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Cash paid for operating leases included in cash flows from operating activities $26,842 $27,429 Operating lease right-of-use assets obtained in exchange for lease obligations $25,148 $26,784 Future maturities of operating lease liabilities as of December 31, 2022 are as follows: Years ending December 31, (in thousands) 2023 $23,747 2024 18,693 2025 13,598 2026 9,361 2027 7,285 Thereafter 28,256 Total lease payments 100,940 Less: Imputed interest (7,314) Total $93,626 As of December 31, 2022, we had committed to $8.3 million of additional future operating lease liabilities that have not yet commenced. We did not hold any material finance leases as of December 31, 2022 and 2021. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities Accrued and other current liabilities at December 31, 2022 and 2021 consist of the following: (in thousands) Notes 2022 2021 Fair value of derivative instruments (14) $111,252 $181,858 Payroll and related accruals 99,885 100,756 Deferred revenue (4) 69,000 63,368 Accrued expenses 62,469 54,271 Other liabilities 54,548 66,589 Operating lease liabilities (12) 22,220 22,048 Cash collateral (14) 21,755 9,200 Income taxes payable (17) 13,980 27,669 Accrued royalties (20) 12,877 12,559 Accrued contingent consideration and milestone payments (15) 8,181 24,100 Accrued interest on long-term debt (16) 5,431 4,488 Restructuring accruals (6) 4,639 1,714 Total accrued and other current liabilities $486,237 $568,620 |
Derivatives and Hedging
Derivatives and Hedging | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | Derivatives and Hedging Objective and Strategy In the ordinary course of business, we use derivative instruments, including swaps, forwards and/or options, to manage potential losses from foreign currency exposures and interest bearing assets or liabilities. The principal objective of such derivative instruments is to minimize the risks and/or costs associated with our global financial and operating activities. We do not utilize derivative or other financial instruments for trading or other speculative purposes. We recognize all derivatives as either assets or liabilities on the balance sheet on a gross basis, measure those instruments at fair value and recognize the change in fair value in earnings in the period of change, unless the derivative qualifies as an effective hedge that offsets certain exposures. We have agreed with almost all of our counterparties with whom we had entered into cross-currency swaps, interest rate swaps or foreign exchange contracts, to enter into bilateral collateralization contracts under which we will receive or provide cash collateral, as the case may be, for the net position with each of these counterparties. As of December 31, 2022, cash collateral positions consisted of $21.8 million recorded in accrued and other current liabilities and $21.1 million recorded in prepaid expenses and other current assets. As of December 31, 2021, we had cash collateral positions consisting of $9.2 million recorded in accrued and other current liabilities and $11.2 million recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Non-Derivative Hedging Instrument Net Investment Hedge We are party to a foreign currency non-derivative hedging instrument that is designated and qualifies as net investment hedge. The objective of the hedge is to protect part of the net investment in foreign operations against adverse changes in the exchange rate between the euro and the functional currency of the U.S. dollar. The non-derivative hedging instrument is the German private corporate bond (2017 Schuldschein) which was issued in 2017 in the total amount of $331.1 million as described in Note 16 "Debt". Of the $331.1 million, which is held in both U.S. dollars and Euros, €255.0 million was designated as the hedging instrument as of December 31, 2021 against a portion of our Euro net investments in our foreign operations. As further described in Note 16, four tranches of the 2017 Schuldschein matured and were paid in October 2022 and two tranches of the 2017 Schuldschein matured and were paid during 2021. As a result, €109.5 million remained designated as a hedging instrument as of December 31, 2022. In July 2022, we issued an additional €370.0 million German private corporate bond (2022 Schuldschein) as described in Note 16, and it is designated in its entirety as the hedging instrument against a portion of our euro net investments in our foreign operations. The relative changes in both the hedged item and hedging instrument are calculated by applying the change in spot rate between two assessment dates against the respective notional amount. The effective portion of the hedge is recorded in the cumulative translation adjustment account within other accumulated comprehensive loss. Based on the spot rate method, the unrealized loss recorded in equity as of December 31, 2022 and 2021 is $22.6 million and $2.1 million, respectively. Since we are using the debt as the hedging instrument, which is also remeasured based on the spot rate method, there is no hedge ineffectiveness related to the net investment hedge as of December 31, 2022 and 2021. Derivatives Designated as Hedging Instruments Net Investment Hedge In September 2022, we entered into a one-month interest rate derivative contract for a total notional amount €135.0 million, that matured in October 13, 2022, which qualified as net investment hedge. The objective of the hedge was to protect the additional investments in foreign operations in September 2022 against adverse changes in the exchange rate between the euro and the functional currency of the U.S. dollar. The relative changes in both the hedged item and derivative hedging instrument were calculated by applying the change in spot rate between two assessment dates against the respective notional amount. The effective portion of the hedge is recorded in the cumulative translation adjustment account within other accumulated comprehensive loss and will be reclassified to earnings upon the disposal or liquidation of the foreign operations. In October 2022, the interest rate derivative contract expired and the unrealized gain recorded in equity was $5.8 million as of December 31, 2022. Cash Flow Hedges As of December 31, 2022 and 2021, we held derivative instruments that are designated and qualify as cash flow hedges, where the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. To date, we have not recorded any hedge ineffectiveness related to any cash-flow hedges in earnings. Based on their valuation as of December 31, 2022, we expect approximately $1.2 million of derivative losses included in accumulated other comprehensive loss will be reclassified into income during the next 12 months. The cash flows derived from derivatives are classified in the consolidated statements of cash flows in the same category as the consolidated balance sheets account of the underlying item. We use interest rate derivative contracts to align our portfolio of interest bearing assets and liabilities with our risk management objectives. Since 2015, we have been a party to five cross currency interest rate swaps through 2025 for a total notional amount of €180.0 million which qualify for hedge accounting as cash flow hedges. In September 2022, we entered into five new cross currency interest rate swaps through 2025 for a total notional amount of CHF 542.0 million which qualify for hedge accounting as cashflow hedges. We determined that no ineffectiveness exists related to these swaps. As of December 31, 2022 and 2021, interest receivables of $5.5 million and $1.4 million, respectively are recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Fair Value Hedges Until October 2022, we held derivative instruments that qualified for hedge accounting as fair value hedges. For derivative instruments that are designated and qualify as a fair value hedge, the effective portion of the gain or loss on the derivative is reflected in earnings. This effect on earnings is offset by the change in the fair value of the hedged item attributable to the risk being hedged that is also recorded in earnings. The cash flows derived from derivatives are classified in the consolidated statement of cash flows in the same category as the consolidated balance sheet account of the underlying item. We held interest rate swaps which effectively fixed the fair value of a portion of our fixed rate private placement debt and qualified for hedge accounting as fair value hedges. These interest rate swap derivative instruments expired along with the repayment of the private placement debt in October 2022, as described in Note 16 "Debt". As of December 31, 2021, interest receivables of $0.6 million is recorded in prepaid and other current assets in the accompanying consolidated balance sheets. There has been no ineffectiveness related to the interest rate swaps. Derivatives Not Designated as Hedging Instruments Call Options We entered into Call Options which, along with the sale of the Warrants, represent the Call Spread Overlay entered into in connection with the Cash Convertible Notes and which are more fully described in Note 16 "Debt". In these transactions, the Call Options are intended to address the equity price risk inherent in the cash conversion feature of each instrument by offsetting cash payments in excess of the principal amount due upon any conversion of the Cash Convertible Notes. Accordingly, the derivative is presented as either current or long-term based upon the classification of the related debt. As of December 31, 2021, the 2023 Notes may be surrendered for conversion through the close of business on March 31, 2022 as discussed in Note 16 "Debt". Accordingly, the related call options were classified as current as of December 31, 2021. As of December 31, 2022, the 2023 Notes and the related call options have been reclassified as current. Aside from the initial payment of premiums for the Call Options, we will not be required to make any cash payments under the Call Options. We will, however, be entitled to receive under the terms of the Call Options, an amount of cash generally equal to the amount by which the market price per share of our common stock exceeds the exercise price of the Call Options during the relevant valuation period. The exercise price under the Call Options is equal to the conversion price of the Cash Convertible Notes. The Call Options, for which our common stock is the underlying security, are derivative assets that require mark-to-market accounting treatment. The Call Options are measured and reported at fair value on a recurring basis, within Level 2 of the fair value hierarchy. The change in fair value is recognized immediately in our consolidated statements of income in other income, net. Cash Convertible Notes Embedded Cash Conversion Option The embedded cash conversion option within the Cash Convertible Notes discussed in Note 16 "Debt" is required to be separated from the Cash Convertible Notes and accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of income in other income, net until the cash conversion option settles or expires. The embedded cash conversion option is measured and reported at fair value on a recurring basis, within Level 2 of the fair value hierarchy. Because the terms of the Cash Convertible Notes' embedded cash conversion option are substantially similar to those of the Call Options, discussed above, we expect the effect on earnings from these two derivative instruments to mostly offset each other. Foreign Exchange Contracts As a globally active enterprise, we are subject to risks associated with fluctuations in foreign currencies in our ordinary operations. This includes foreign currency-denominated receivables, payables, debt, and other balance sheet positions including intercompany items. We manage balance sheet exposure on a group-wide basis using foreign exchange forward contracts, foreign exchange options and cross-currency swaps. We are party to various foreign exchange forward, option and swap arrangements which had an aggregate notional value of $466.0 million at December 31, 2022, which expire at various dates through July 2023. At December 31, 2021, these arrangements had an aggregate notional value of $1.3 billion, which expired at various dates through December 2022. The transactions have been entered into to offset the effects from short-term balance sheet exposure to foreign currency exchange risk. Changes in the fair value of these arrangements have been recognized in other income, net. Fair Values of Derivative Instruments The following table summarizes the fair value amounts of derivative instruments reported in the consolidated balance sheets as of December 31, 2022 and 2021: 2022 2021 (in thousands) Current Asset Long-Term Asset Current Asset Long-Term Asset Assets: Derivative instruments designated as hedges Interest rate contracts - cash flow hedge (1) $— $12,256 $— $— Interest rate contracts - fair value hedge (1) — — 1,971 — Total derivative instruments designated as hedges $— $12,256 $1,971 $— Undesignated derivative instruments Equity options $102,671 $119,098 $162,141 $190,430 Foreign exchange forwards and options 8,946 — 11,172 — Total undesignated derivative instruments $111,617 $119,098 $173,313 $190,430 Total Derivative Assets $111,617 $131,354 $175,284 $190,430 2022 2021 (in thousands) Current Liability Long-Term Liability Current Liability Long-Term Liability Liabilities: Derivative instruments designated as hedges Interest rate contracts - cash flow hedge (1) $— ($36,982) $— ($628) Total derivative instruments designated as hedges $— ($36,982) $— ($628) Undesignated derivative instruments Equity options ($102,896) ($119,736) ($162,608) ($191,251) Foreign exchange forwards and options (8,356) — (19,250) — Total undesignated derivative instruments ($111,252) ($119,736) ($181,858) ($191,251) Total Derivative Liabilities ($111,252) ($156,718) ($181,858) ($191,879) (1) The fair value amounts for the interest rate contracts do not include accrued interest. Gains and Losses on Derivative Instruments The following tables summarize the gains and losses on derivative instruments for the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 (in thousands) Other income, net Other income, net Other income, net Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded $6,741 $40,671 $114,326 Gains (Losses) on Derivatives in Cash Flow Hedges Interest rate contracts Amount of gain (loss) reclassified from accumulated other comprehensive loss $21,940 ($17,010) $18,666 Amounts excluded from effectiveness testing — — — Gains (Losses) on Derivatives in Fair Value Hedges Interest rate contracts Hedged item 1,971 3,072 (2,568) Derivatives designated as hedging instruments (1,971) (3,072) 2,568 Gains (Losses) Derivatives Not Designated as Hedging Instruments Equity options (130,801) (23,882) 322,580 Cash convertible notes embedded cash conversion option 131,227 28,154 (321,213) Foreign exchange forwards and options 72,641 10,333 (12,429) Total gains (losses) on derivative instruments $ 95,007 ($2,405) $ 7,604 Balance Sheet Line Item in which the Hedged Item is Included The following tables summarizes the balance sheet line item in which the hedged item is included as of December 31, 2022 and 2021: Carrying Amount of the Hedged Assets (Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets (Liabilities) (in thousands) 2022 2021 2022 2021 Balance Sheet line item in which the Hedged Item is included Current portion of long-term debt $— ($128,916) $— $1,971 |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements Assets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: • Level 1. Observable inputs, such as quoted prices in active markets; • Level 2. Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021: 2022 2021 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents $289,394 $94,828 $— $384,222 $366,117 $179,844 $— $545,961 Short-term investments 79,600 592,997 — 672,597 — 139,785 — 139,785 Non-marketable equity securities — — 5,329 5,329 — — 3,945 3,945 Equity options — 221,769 — 221,769 — 352,571 — 352,571 Foreign exchange forwards and options — 8,946 — 8,946 — 11,172 — 11,172 Interest rate contracts - cash flow hedge — 12,256 — 12,256 — — — — Interest rate contracts - fair value hedge — — — — — 1,971 — 1,971 $368,994 $930,796 $5,329 $1,305,119 $366,117 $685,343 $3,945 $1,055,405 Liabilities: Foreign exchange forwards and options $— ($8,356) $— ($8,356) $— ($19,250) $— ($19,250) Interest rate contracts - cash flow hedge — (36,982) — (36,982) — (628) — (628) Equity options — (222,632) — (222,632) — (353,859) — (353,859) Contingent consideration — — (18,088) (18,088) — — (24,100) (24,100) $— ($267,970) ($18,088) ($286,058) $— ($373,737) ($24,100) ($397,837) The carrying values of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities, approximate their fair values due to their short-term maturities. Our assets and liabilities measured at fair value on a recurring basis consist of cash equivalents and short-term investments, which are classified in Level 1 and Level 2 of the fair value hierarchy, derivative contracts used to hedge currency and interest rate risk and derivative financial instruments entered into in connection with the Cash Convertible Notes discussed in Note 16 "Debt", which are classified in Level 2 of the fair value hierarchy, contingent consideration accruals which are classified in Level 3 of the fair value hierarchy, and are shown in the tables below and non-marketable equity securities remeasured during the year ended December 31, 2022 and 2021 are classified within Level 3 in the fair value hierarchy. There were no transfers between levels for the year ended December 31, 2022. In determining fair value for Level 2 instruments, we apply a market approach, using quoted active market prices relevant to the particular instrument under valuation, giving consideration to the credit risk of both the respective counterparty to the contract and the Company. To determine our credit risk, we estimated our credit rating by benchmarking the price of outstanding debt to publicly-available comparable data from rated companies. Using the estimated rating, our credit risk was quantified by reference to publicly-traded debt with a corresponding rating. The Level 2 derivative financial instruments include the Call Options asset and the embedded conversion option liability. See Note 16 "Debt", and Note 14 "Derivatives and Hedging", for further information. The derivatives are not actively traded and are valued based on an option pricing model that uses observable market data for inputs. Significant market data inputs used to determine fair values included our common stock price, the risk-free interest rate, and the implied volatility of our common stock. The Call Options asset and the embedded cash conversion option liability were designed with the intent that changes in their fair values would substantially offset, with limited net impact to our earnings. Therefore, the sensitivity of changes in the unobservable inputs to the option pricing model for such instruments is substantially mitigated. Our Level 3 instruments include non-marketable equity security investments. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date. Our Level 3 instruments also include contingent consideration liabilities. We value contingent consideration liabilities using unobservable inputs, applying the income approach, such as the discounted cash flow technique, or the probability-weighted scenario method. Contingent consideration arrangements obligate us to pay the sellers of an acquired entity if specified future events occur or conditions are met such as the achievement of technological or revenue milestones. We use various key assumptions, such as the probability of achievement of the milestones (0% to 100%) and the discount rate (between 6.5% and 6.6%), to represent the non-performing risk factors and time value when applying the income approach. We regularly review the fair value of the contingent consideration, and reflect any change in the accrual in the consolidated statements of income in the line items commensurate with the underlying nature of milestone arrangements. Refer to Note 10 "Investments" for the change in non-marketable equity securities with Level 3 inputs during the year ended December 31, 2022 and 2021. For contingent consideration liabilities with Level 3 inputs, the following table summarizes the activity for the years ended December 31, 2022 and 2021, all of which is related to 2018 acquisition of STAT-Dx: (in thousands) 2022 2021 Balance at beginning of year ($24,100) ($23,593) Changes in fair value 112 (507) Payments 5,900 — Balance at end of year ($18,088) ($24,100) As of December 31, 2022, $18.1 million was accrued for contingent consideration, of which $8.2 million is included in accrued and other current liabilities and $9.9 million is included in other long-term liabilities in the accompanying consolidated balance sheet. The estimated fair value of long-term debt as disclosed in Note 16 "Debt" was based on current interest rates for similar types of borrowings. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future. The fair values of the financial instruments are presented in Note 16 "Debt" and were determined as follows: Cash Convertible Notes and Convertible Notes: Fair value is based on an estimation using available over-the-counter market information on the Cash Convertible Notes due in 2023 and 2024 as well as the Convertible Notes due in 2027. U.S. Private Placement: Fair value of the outstanding notes is based on an estimation using the changes in the U.S. Treasury rates. German Private Placement: Fair value is based on an estimation using changes in the euro swap rates. There were no adjustments in the years ended December 31, 2022 and 2021 for nonfinancial assets or liabilities required to be measured at fair value on a nonrecurring basis. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Instruments [Abstract] | |
Debt | Debt At December 31, 2022 and 2021, total long-term debt, net of debt issuance costs of $6.6 million and $8.4 million, respectively, consists of the following: (in thousands) 2022 2021 0.500% Senior Unsecured Cash Convertible Notes due 2023 $389,552 $375,149 1.000% Senior Unsecured Cash Convertible Notes due 2024 464,331 446,503 0.000% Senior Unsecured Convertible Notes due 2027 497,336 496,804 3.75% Series B Senior Notes due October 16, 2022 — 301,843 3.90% Series C Senior Notes due October 16, 2024 — 26,967 German Private Placement (2017 Schuldschein) 116,699 294,504 German Private Placement (2022 Schuldschein) 393,532 — Total long-term debt 1,861,450 1,941,770 Less current portion 389,552 847,626 Long-term portion $1,471,898 $1,094,144 The notes are all unsecured obligations that rank pari passu. Interest expense on long-term debt was $55.1 million, $50.7 million and $63.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2021, the 2023 Notes were classified as current due to contingent conversion features as discussed below. No Contingent Conversion Conditions were triggered as of December 31, 2022 but the 2023 Notes remain classified as current because they become due in less than 12 months. Repayments of long-term debt for the years ended December 31, 2022, 2021 and 2020 consisted of: (in thousands) 2022 2021 2020 German Private Placement (2017 Schuldschein) $153,003 $41,145 $— 0.875% Senior Unsecured Cash Convertible Notes due 2021 — 200 296,400 3.75% Series B Senior Notes due October 16, 2022 300,000 — — 3.90% Series C Senior Notes due October 16, 2024 27,000 — — $480,003 $41,345 $296,400 The principal amount, carrying amount and fair values of long-term debt instruments are summarized below: As of December 31, 2022 (in thousands) Principal Amount Unamortized debt discount and Carrying Amount Fair Value Amount Leveling Cash Convertible Notes due 2023 $400,000 ($10,448) $389,552 $493,436 Level 1 Cash Convertible Notes due 2024 500,000 (35,669) 464,331 596,485 Level 1 Convertible Notes due 2027 500,000 (2,664) 497,336 471,545 Level 1 German Private Placement (2017 Schuldschein) 116,821 (122) 116,699 255,911 Level 2 German Private Placement (2022 Schuldschein) 394,638 (1,106) 393,532 345,743 Level 2 $1,911,459 ($50,009) $1,861,450 $2,163,120 As of December 31, 2021 (in thousands) Principal Amount Unamortized debt discount and Carrying Amount Fair Value Amount Leveling Cash Convertible Notes due 2023 $400,000 ($24,851) $375,149 $547,256 Level 1 Cash Convertible Notes due 2024 500,000 (53,497) 446,503 647,100 Level 1 Convertible Notes due 2027 500,000 (3,196) 496,804 536,400 Level 1 U.S. Private Placement (1) 328,971 (161) 328,810 331,566 Level 2 German Private Placement (2017 Schuldschein) 294,738 (234) 294,504 296,587 Level 2 $2,023,709 ($81,939) $1,941,770 $2,358,909 (1) The principal amount of the U.S. Private Placement includes $2.0 million as of December 31, 2021 for the impact of the interest rate swaps which qualify for hedge accounting as fair value hedges which are further discussed in Note 14 "Derivatives and Hedging". Future maturities (stated at the carrying values) of long-term debt as of December 31, 2022 are as follows: Years ending December 31, (in thousands) 2023 $389,552 2024 565,587 2025 54,803 2026 — 2027 610,134 Thereafter 241,374 $1,861,450 Interest expense for the years ended December 31, 2022 and 2021 related to the 2027 Notes and the Cash Convertible Notes was comprised of the following: (in thousands) 2022 2021 Coupon interest $7,000 $7,000 Amortization of original issuance discount 30,170 28,864 Amortization of debt issuance costs 2,593 2,521 Total interest expense $39,763 $38,385 Convertible Notes due 2027 On December 17, 2020, we issued zero coupon convertible notes in an aggregate principal amount of $500.0 million with a maturity date of December 17, 2027 (2027 Notes). The 2027 Notes carry no coupon interest. The net proceeds of the 2027 Notes totaled $497.6 million, after payment of debt issuance costs of $3.7 million. In accounting for the issuance of the 2027 Notes in 2020 prior to the adoption of ASU 2020-06, we separated the 2027 Notes into liability and equity components. We allocated $445.9 million of the 2027 Notes to the liability component, representing the fair value of a similar debt instrument that does not have an associated convertible feature; and $54.1 million to the equity component, representing the conversion option, which did not meet the criteria for separate accounting as a derivative as it is indexed to our own stock. ASU 2020-06 was adopted on January 1, 2021, and this resulted in a decrease of $54.1 million to additional paid-in capital and an increase of $0.3 million to retained earnings for the conversion feature related to the liability for the 2027 Notes. The effective interest rate of the 2027 Notes is 1.65%, which is imputed based on the amortization of the fair value of the embedded conversion option over the remaining term of the 2027 Notes. The 2027 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of 2,477.65 shares per $200,000 principal amount of notes (which represents an initial conversion price of $80.7218 per share, or 6.2 million underlying shares). At conversion, we will settle the 2027 Notes by repaying the principal portion in cash and any excess of the conversion value over the principal amount in shares of common stock. The notes may be redeemed at the option of each noteholder at their principal amount on December 17, 2025 or in connection with a change of control or delisting event. The 2027 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis, at the prevailing conversion price in the following circumstances beginning after January 27, 2021 through June 16, 2027: • if the last reported sale price of our common stock for at least 20-consecutive trading days during a period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; or • if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or • if parity event or trading price unavailability event, as the case maybe occurs during the period of 10 days, including the first business day following the relevant trading price notification date; or • if we distribute assets or property to all or substantially all of the holders of our common stock and those assets or other property have a value of more than 25% of the average daily volume-weighted average trading price of our common stock for the prior 20 consecutive trading days; or • in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the period from (and including) the date on which the call notice is published to (and including) the 45th business day prior to the redemption date; or • if we experience certain customary events of default, including defaults under certain other indebtedness, until such event of default has been cured or waived. The noteholders may convert their notes at any time, without condition, on or after June 17, 2027 until the 45th business day prior to December 17, 2027. No Contingent Conversion Conditions were triggered for the 2027 Notes as of December 31, 2022 or December 31, 2021. Cash Convertible Notes due 2023 and 2024 On September 13, 2017, we issued $400.0 million aggregate principal amount of Cash Convertible Senior Notes which is due in 2023 (2023 Notes). The net proceeds of the 2023 Notes were $365.6 million, after payment of the net cost of the Call Spread Overlay described below and transaction costs. On November 13, 2018, we issued $500.0 million aggregate principal amount of Cash Convertible Senior Notes which is due in 2024 (2024 Notes). The net proceeds of the 2024 Notes were $468.9 million, after payment of the net cost of the Call Spread Overlay described below and transaction costs. We refer to the 2023 Notes and 2024 Notes, collectively as the “Cash Convertible Notes". Interest on the Cash Convertible Notes is payable semi-annually in arrears and will mature on the maturity date unless repurchased or converted with their terms prior to such date. The interest rate and corresponding maturity of each Note are summarized in the table below. The Cash Convertible Notes that remain outstanding as of December 31, 2022 are solely convertible into cash in whole, but not in part, at the option of noteholders under the circumstances described below and during the contingent conversion periods as shown in the table below. Cash Convertible Notes Annual Interest Rate Date of Interest Payments Maturity Date Contingent Conversion Period Conversion Rate per $200,000 Principal Amount 2023 Notes 0.500% March 13 and September 13 September 13, 2023 From October 24, 2017 to March 13, 2023 4,829.7279 2024 Notes 1.000% May 13 and November 13 November 13, 2024 From December 24, 2018 to August 2, 2024 4,360.3098 Additionally, conversion may occur at any time following a Contingent Conversion Period through the fifth business day immediately preceding the applicable maturity date. Upon conversion, noteholders will receive an amount in cash equal to the Cash Settlement Amount, calculated as described below. The Cash Convertible Notes are not convertible into shares of our common stock or any other securities. Noteholders may convert Cash Convertible Notes into cash at their option at any time during the Contingent Conversion Periods described above only under the following circumstances (Contingent Conversion Conditions): • if the last reported sale price of our common stock for at least 20-consecutive trading days during a period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • if we undergo certain fundamental changes, including a change of control, as defined in the agreement; • if parity event or trading price unavailability event, as the case maybe occurs for the 2023 Notes and 2024 Notes during the period of 10 days, including the first business day following the relevant trading price notification date; • if we elect to distribute assets or property to all or substantially all of the holders of our common stock and those assets or other property have a value of more than 25% of the average daily volume-weighted average trading price of our common stock for the prior 20 consecutive trading days; • if we elect to redeem the Cash Convertible Notes; or • if we experience certain customary events of default, including defaults under certain other indebtedness until such event has been cured or waived or the payment of the Notes have been accelerated. No Contingent Conversion Conditions were triggered for the 2023 Notes as of December 31, 2022. As of December 31, 2021, the 2023 Notes were contingently convertible. No Contingent Conversion Conditions were triggered for the 2024 Notes as of December 31, 2022 or December 31, 2021. The Contingent Conversion Conditions in the 2023 Notes and 2024 Notes noted above have been analyzed under ASC 815, Derivatives and Hedging, and, based on our analysis, we determined that each of the embedded features listed above are clearly and closely related to the 2023 Notes and 2024 Notes (i.e., the host contracts). As a result, pursuant to the accounting provisions of ASC 815, Derivatives and Hedging, these features noted above are not required to be bifurcated as separate instruments. Upon conversion, holders are entitled to a cash payment (Cash Settlement Amount) equal to the average of the conversion rate multiplied by the daily volume-weighted average trading price for our common stock over a 50-day period. The conversion rate is subject to adjustment in certain instances but will not be adjusted for any accrued and unpaid interest. In addition, following the occurrence of certain corporate events that may occur prior to the applicable maturity date, we may be required to pay a cash make-whole premium by increasing the conversion rate for any holder who elects to convert Cash Convertible Notes in connection with the occurrence of such a corporate event. We may redeem the Cash Convertible Notes in their entirety at a price equal to 100% of the principal amount of the applicable Cash Convertible Notes plus accrued interest at any time when 20% or less of the aggregate principal amount of the applicable Cash Convertible Notes originally issued remain outstanding. Because the Cash Convertible Notes contain an embedded cash conversion option, we have determined that the embedded cash conversion option is a derivative financial instrument, which is required to be separated from the Cash Convertible Notes and accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of income until the cash conversion option transaction settles or expires. The initial fair value liability of the embedded cash conversion option was $74.5 million for the 2023 Notes and $98.5 million for the 2024 Notes, which simultaneously reduced the carrying value of the Cash Convertible Notes (effectively an original issuance discount). For further discussion of the derivative financial instruments relating to the Cash Convertible Notes, refer to Note 14 "Derivatives and Hedging". As noted above, the reduced carrying value on the Cash Convertible Notes resulted in a debt discount that is amortized to the principal amount through the recognition of non-cash interest expense using the effective interest method over the expected life of the debt, six years for both the 2023 Notes and 2024 Notes. This resulted in our recognition of interest expense on the Cash Convertible Notes at an effective rate approximating what we would have incurred had nonconvertible debt with otherwise similar terms been issued. The effective interest rate is 3.997% for 2023 Notes and 4.782% for the 2024 Notes, which is imputed based on the amortization of the fair value of the embedded cash conversion option over the remaining term of the Cash Convertible Notes. We incurred approximately $6.2 million and $5.7 million in transaction costs for the 2023 Notes and 2024 Notes, respectively. Such costs have been allocated to the Cash Convertible Notes and deferred and are being amortized to interest expense over the terms of the Cash Convertible Notes using the effective interest method. Cash Convertible Notes Call Spread Overlay Concurrent with the issuance of the Cash Convertible Notes, we entered into privately negotiated hedge transactions (Call Options) with, and issued warrants to purchase shares of our common stock (Warrants) to, certain financial institutions. We refer to the Call Options and Warrants collectively as the “Call Spread Overlay”. The Call Options are intended to offset any cash payments payable by us in excess of the principal amount due upon any conversion of the Cash Convertible Notes. The Call Options are derivative financial instruments and are discussed further in Note 14 "Derivatives and Hedging". The Warrants are equity instruments and are further discussed in Note 18 "Equity". Aside from the initial payment of a premium, we will not be required to make any cash payments under the Call Options, and will be entitled to receive an amount of cash, generally equal to the amount by which the market price per share of our common stock exceeds the exercise price of the Call Options during the relevant valuation period. The exercise price under the Call Options is initially equal to the conversion price of the Cash Convertible Notes. The Warrants that were issued with our Cash Convertible Notes, could have a dilutive effect to the extent that the price of our common stock exceeds the applicable strike price of the Warrants. For each Warrant that is exercised, we will deliver to the holder a number of shares of our common stock equal to the amount by which the settlement price exceeds the exercise price, plus cash in lieu of any fractional shares. We will not receive any proceeds if the Warrants are exercised. U.S. Private Placement In October 16, 2012, we completed a private placement through the issuance of new senior unsecured notes at a total amount of $400.0 million with a weighted average interest rate of 3.66% (settled on October 16, 2012). The notes were issued in three series: (1) $73.0 million 7-year term due and paid on October 16, 2019 (3.19%); (2) $300.0 million 10-year term due and paid on October 16, 2022 (3.75%); and (3) $27.0 million 12-year term due on October 16, 2024 (3.90%) but called and paid in October 2022. We paid $2.1 million in debt issuance costs which will be amortized through interest expense using the effective interest method over the lifetime of the notes. The note purchase agreement contains certain financial and non-financial covenants, including but not limited to, restrictions on priority indebtedness and the maintenance of certain financial ratios. We were in compliance with these covenants at December 31, 2022. During 2014, we entered into interest rate swaps, which effectively fixed the fair value of $200.0 million of this debt. The interest rate swaps expired in October 2022 following the repayments of $127.0 million in 2022 and $73.0 million in 2019. These interest rate swaps qualify for hedge accounting as fair value hedges as further described in Note 14 "Derivatives and Hedging". German Private Placement (2017 Schuldschein) In 2017, we completed a German private placement bond (2017 Schuldschein) which was issued in several tranches totaling $331.1 million due in various periods through 2027. In the first quarter of 2021, we repaid $41.1 million for two tranches that matured. In October 2022, we repaid $153.0 million for the four tranches that matured. The 2017 Schuldschein consists of one U.S. dollar and several Euro denominated tranches. The euro tranches are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as described in Note 14 "Derivatives and Hedging". Based on the spot rate method, the change in the carrying value of the euro denominated tranches attributed to the net investment hedge as of December 31, 2022 totaled $5.2 million of unrealized gain and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized through interest expense over the lifetime of the notes. A summary of the tranches is as follows: Carrying Value (in thousands) as of December 31, Currency Notional Amount Interest Rate Maturity 2022 2021 EUR €21.5 million Fixed 0.68% October 2022 $— $24,340 EUR €64.5 million Floating EURIBOR + 0.5% October 2022 — 73,020 USD $45.0 million Floating LIBOR + 1.2% October 2022 — 44,976 EUR €25.0 million Floating EURIBOR + 0.5% October 2022 — 28,298 EUR €64.0 million Fixed 1.09% June 2024 68,215 72,405 EUR €31.0 million Floating EURIBOR + 0.7% June 2024 33,041 35,071 EUR €14.5 million Fixed 1.61% June 2027 15,443 16,394 $116,699 $294,504 German Private Placement (2022 Schuldschein) In July and August 2022, we completed another German private placement bond (2022 Schuldschein) which was issued in several tranches totaling €370.0 million due in various periods through 2035. The 2022 Schuldschein consists of only euro denominated tranches which have either a fixed or floating rate. All tranches except for the €70.0 million fixed 3.04% tranche due August 2035 are ESG-linked wherein the interest rate is subject to adjustment of +/- 0.025% if our ESG rating changes. The euro tranches are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as described in Note 14 "Derivatives and Hedging". Based on the spot rate method, the change in the carrying value of the euro denominated tranches attributed to the net investment hedge as of December 31, 2022 totaled $22.0 million of unrealized loss and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized through interest expense using the effective interest method over the lifetime of the notes. A summary of the tranches issued is as follows: Carrying Value (in thousands) as of Currency Notional Amount Interest Rate Maturity EUR €51.5 million Floating 6M EURIBOR + 0.55% July 2025 $54,803 EUR €62.0 million Fixed 2.741% July 2027 65,967 EUR €29.5 million Floating 6M EURIBOR + 0.70% July 2027 31,388 EUR €37.0 million Fixed 3.044% July 2029 39,365 EUR €103.0 million Floating 6M EURIBOR + 0.85% July 2029 109,585 EUR €9.5 million Fixed 3.386% July 2032 10,107 EUR €7.5 million Floating 6M EURIBOR + 1.0% July 2032 7,979 EUR €70.0 million Fixed 3.04% August 2035 74,338 $393,532 Revolving Credit Facility Our credit facilities available and undrawn at December 31, 2022 total €427.0 million (approximately $455.4 million). This includes a €400.0 million syndicated ESG-linked revolving credit facility expiring December 2025 and three other lines of credit amounting to €27.0 million with no expiration date. The €400.0 million facility can be utilized in Euro and bears interest of 0.550% to 1.500% above EURIBOR, and is offered with interest periods of one three |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income before income tax expense for the years ended December 31, 2022, 2021 and 2020 consisted of: (in thousands) 2022 2021 2020 Pretax income (loss) in the Netherlands $14,551 $7,062 ($38,242) Pretax income from foreign operations 498,050 618,771 477,714 $512,601 $625,833 $439,472 Income tax expense for the years ended December 31, 2022, 2021 and 2020 are as follows: (in thousands) 2022 2021 2020 Current: The Netherlands $9,672 $1,714 $270 Foreign 89,321 116,808 86,720 98,993 118,522 86,990 Deferred: The Netherlands (683) (1,776) (6,921) Foreign (8,920) (3,512) 215 (9,603) (5,288) (6,706) Total income tax expense $89,390 $113,234 $80,284 The Netherlands' statutory income tax rate, the income tax rate of our country of domicile, was 25.8% for the year ended December 31, 2022 and 25% for the years ended December 31, 2021 and 2020. Income from foreign subsidiaries is generally taxed at the statutory income tax rates applicable in the respective countries of domicile. The principal items comprising the differences between income taxes computed at the Netherlands' statutory income tax rate and our effective tax rate for the years ended December 31, 2022, 2021 and 2020 are as follows: 2022 2021 2020 The Netherlands' statutory income tax rate 25.8 % 25.0 % 25.0 % Taxation of foreign operations, net (1) (4.9) (3.0) (2.1) Unrecognized tax benefits (2) 0.9 1.6 8.2 Excess tax benefit related to share-based compensation (0.5) (1.0) (0.6) Prior year taxes (1.1) 0.6 (1.6) Government incentives (3) (0.5) (0.6) (0.6) Changes in tax laws and rates (0.2) (0.4) (0.3) Tax impact from (deductible) nondeductible items (1.9) 0.2 (0.8) Valuation allowance 0.0 (4.4) (8.1) Other items, net (0.2) 0.1 (0.8) Effective tax rate 17.4 % 18.1 % 18.3 % (1) Our effective tax rate reflects the benefit of our global operations where certain income or loss is taxed at rates higher or lower than the Netherlands’ statutory income tax rate of 25.8% as well as the benefit of some income being partially exempt from income taxes. These foreign tax benefits are due to a combination of favorable tax laws, regulations and exemptions in certain jurisdictions. Partial tax exemptions exist on foreign income primarily derived from operations in Germany, the Netherlands and Singapore. Further, we have intercompany financing arrangements in which the intercompany income is nontaxable in Dubai or partially exempt or subject to lower statutory income tax rates. (2) In 2020, we recorded tax accruals related to the potential nondeductibility of the $95.0 million expense reimbursement paid in connection with the unsuccessful acquisition attempt by Thermo Fisher. (3) Government incentives include tax credits in the U.S. relating to research and development expense and other government incentives. We conduct business globally and, as a result, file numerous consolidated and separate income tax returns in the Netherlands, Germany, and the U.S. federal jurisdiction, as well as in various other state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world. Tax years in the Netherlands are potentially open back to 2010 for income tax examinations by the Netherlands taxing authority. The German group is open to examination for the tax years starting in 2017 and in 2022, the German taxing authority commenced an examination for the 2017-2019 tax years. The U.S. consolidated group is subject to federal and most state income tax examinations by taxing authorities beginning with the year ending December 31, 2019 through the current period. Our other subsidiaries, with few exceptions, are no longer subject to income tax examinations by taxing authorities for years before 2018. Changes in the amount of unrecognized tax benefits for the years ended December 31, 2022, 2021 and 2020 are as follows: (in thousands) 2022 2021 2020 Balance at beginning of year $103,618 $100,092 $58,002 Additions based on tax positions related to the current year 9,754 6,629 31,758 Additions for tax positions of prior years 4,544 5,036 3,560 Decrease for tax position of prior years (8,958) (266) (57) Decrease related to settlements (23,346) — — Decrease due to lapse of statute of limitations (580) (344) (520) (Decrease) increase from currency translation (5,749) (7,529) 7,349 Balance at end of year $79,283 $103,618 $100,092 At December 31, 2022 and 2021, our net unrecognized tax benefits totaled approximately $79.3 million and $103.6 million, respectively, which, if recognized, would favorably affect our effective tax rate in any future period. It is reasonably possible that approximately $17.4 million of the unrecognized tax benefits may be released or utilized during the next 12 months due to lapse of statute of limitations or settlements with taxing authorities. However, various events could cause our current expectations to change in the future. The above unrecognized tax benefits, if ever recognized in the financial statements, would be recorded in the statements of income as part of income tax expense. Our policy is to recognize interest accrued related to an underpayment of income taxes in interest expense and penalties within income tax expense. For the years ended December 31, 2022, 2021 and 2020, we recognized (income) expense, net for interest and penalties of $(0.4) million, $(0.6) million and $1.9 million, respectively. At December 31, 2022 and 2021, we have accrued interest and penalties of $3.5 million and $3.8 million, respectively, which are not included in the table above. At December 31, 2022 and 2021, in the consolidated balance sheets we have recorded deferred tax assets of $56.3 million and $72.9 million in other long-term assets, and deferred tax liabilities of $17.5 million and $37.6 million in other long-term liabilities, respectively. The components of the net deferred tax assets at December 31, 2022 and 2021 are as follows: Deferred tax asset (liability) (in thousands) 2022 2021 Net operating loss and tax credit carryforward $53,155 $67,853 Intangible assets 33,510 4,066 Accrued and other liabilities 27,544 26,513 Share-based compensation 21,792 20,464 Property, plant and equipment 4,032 6,046 Convertible notes 3,621 5,231 Inventories 3,003 4,790 Disallowed interest carryforwards 1,511 16,219 Other 6,479 7,287 Deferred tax assets before valuation allowance 154,647 158,469 Valuation allowance (21,265) (21,326) Deferred tax assets, net after valuation allowance $133,382 $137,143 Intangible assets ($55,921) ($62,585) Property, plant and equipment (33,847) (29,241) Inventories (820) (3,935) Other (3,997) (6,077) Deferred tax liabilities ($94,585) ($101,838) Deferred tax assets, net $38,797 $35,305 As of December 31, 2022, the valuation allowance principally relates to net operating loss carryforwards. A deferred tax asset can only be recognized to the extent it is "more likely than not" that the assets will be realized. Judgments around realizability depend on the availability and weight of both positive and negative evidence. At December 31, 2022, we had $375.1 million in total net operating loss (NOL) carryforwards which included $131.9 million for the U.S., $90.3 million for Germany, $49.4 million for UK, $39.5 million for the Netherlands, and $64.0 million for other foreign jurisdictions. The NOL carryforwards in Germany, the Netherlands and UK carryforward indefinitely. The entire NOL carryforward in the U.S. is subject to limitations under Section 382 of the U.S. Internal Revenue Code. The NOL carryforwards in the U.S. expire between 2024 and 2034. NOL carryforwards of $22.5 million in other foreign jurisdictions expire between 2023 and 2031 while the remainder can be carried forward indefinitely. At December 31, 2022, tax credits total $7.6 million and expire between 2031 and 2040. The United States Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted on March 27, 2020. The CARES Act and related notices include several significant provisions. The primary impact from the CARES Act is that it allowed us to carry back U.S. NOLs for five years. The changes in the valuation allowance for the years ended December 31, 2022, 2021 and 2020 were as follows: (in thousands) 2022 2021 2020 Balance at beginning of year ($21,326) ($37,332) ($87,619) Additions charged to income tax provision (4,470) (620) (6,614) Deductions charged to income tax provision 4,287 28,251 42,204 (Additions) reductions charged to additional paid-in capital — (13,513) 13,513 Currency translation 244 1,888 1,184 Balance at end of year ($21,265) ($21,326) ($37,332) In 2021, $13.5 million of the valuation allowance, which had been established in additional paid-in capital in 2020 related to the 2027 Convertible Notes, was reversed due to adopting ASU 2020-06. As of December 31, 2022, a deferred tax liability has not been recognized for residual income taxes in the Netherlands on the undistributed earnings of the majority of our foreign subsidiaries as these earnings are considered to be either indefinitely reinvested or can be repatriated tax free under the Dutch participation exemption. The indefinitely reinvested earnings retained of our subsidiaries that would be subject to tax if distributed amounted to $984.4 million at December 31, 2022. Estimating the amount of the unrecognized deferred tax liability on indefinitely reinvested foreign earnings is not practicable. Should the earnings be remitted as dividends, we may be subject to taxes including withholding tax. We have $16.8 million of undistributed earnings that we do not consider indefinitely reinvested and have recorded a deferred tax liability at December 31, 2022 and 2021 of $1.0 million and $1.5 million, respectively. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | Equity Shares The authorized classes of our shares consist of Common Shares (410 million authorized), Preference Shares (450 million authorized) and Financing Preference Shares (40 million authorized). All classes of shares have a par value of €0.01. No Financing Preference Shares or Preference Shares have been issued. Common Shares are translated to U.S. dollars at the foreign exchange rates in effect when the shares are issued. Issuance and Conversion of Warrants In connection with the issuance of the Cash Convertible Notes as described in Note 16 "Debt", we issued Warrants as summarized in the table below. The number of warrants and exercise prices are subject to customary adjustments under certain circumstances. The proceeds, net of issuance costs, from the sale of the Warrants are included as additional paid-in capital in the accompanying consolidated balance sheets. The Warrants are exercisable only upon expiration. For each Warrant that is exercised, we will deliver to the holder a number of shares of our common stock equal to the amount by which the settlement price exceeds the exercise price, divided by the settlement price, plus cash in lieu of any fractional shares. The Warrants could separately have a dilutive effect on shares of our common stock to the extent that the market value per share of our common stock exceeds the applicable exercise price of the Warrants (as measured under the terms of the Warrants). Cash convertible notes Issued on Number of share warrants issued Exercise price per share Proceeds from issuance of warrants, net of issuance costs (in millions) Warrants expire over a period of 50 trading days beginning on 2023 September 13, 2017 9.7 $49.9775 $45.3 June 26, 2023 2024 November 13, 2018 10.9 $50.2947 $72.4 August 27, 2024 During 2020, 0.8 million common shares were issued in connection with the early conversion of 4.2 million warrants related to the 2021 Notes which resulted in a $7.5 million decrease to additional paid-in capital, a $22.7 million decrease in retained earnings, and a decrease of $30.3 million in treasury shares. The remaining warrants related to the 2021 Notes of 6.3 million were terminated in 2020, resulting in a cash payment of $174.6 million, a $30.3 million decrease to additional paid-in capital and a $144.3 million decrease in retained earnings. Share Repurchase Programs On July 12, 2021, we announced our seventh share repurchase program of up to $100 million of our common shares. During 2021, we repurchased 1.9 million QIAGEN shares for $100.0 million (including transaction costs). This program ended on October 29, 2021. On May 6, 2019, we announced our sixth share repurchase program of up to $100 million of our common shares. During 2020, we repurchased 1.3 million QIAGEN shares for $64.0 million (including transaction costs). This program ended on December 17, 2020. The cost of repurchased shares is included in treasury stock and reported as a reduction in total equity when a repurchase occurs. Repurchased shares will be held in treasury in order to satisfy various obligations, which include exchangeable debt instruments, warrants and employee share-based remuneration plans. Accumulated Other Comprehensive Loss The following table is a summary of the components of accumulated other comprehensive loss as of December 31, 2022 and 2021: (in thousands) 2022 2021 Net unrealized (loss) income on hedging contracts, net of tax ($15,637) $1,245 Net unrealized gain (loss) on pension, net of tax 645 (588) Foreign currency effects from intercompany long-term investment transactions, net of tax of $13.2 million and $12.4 million, respectively (33,311) (30,768) Foreign currency translation adjustments (355,788) (296,559) Accumulated other comprehensive loss ($404,091) ($326,670) |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share We present basic and diluted earnings per common share. Basic earnings per common share is calculated by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per common share reflect the potential dilution of earnings that would occur if all “in the money” securities to issue common shares were exercised. The following schedule summarizes the information used to compute earnings per common share for the years ended December 31, 2022, 2021 and 2020: (in thousands, except per share data) 2022 2021 2020 Net income $423,211 $512,599 $359,188 Weighted average number of common shares used to compute basic earnings per common share 227,577 227,983 228,427 Dilutive effect of outstanding stock options and restrictive stock units 2,555 3,403 3,350 Dilutive effect of outstanding warrants 4 648 2,437 Weighted average number of common shares used to compute diluted earnings per common share 230,136 232,034 234,214 Outstanding stock options and awards having no dilutive effect, not included in above calculation 146 8 11 Outstanding warrants having no dilutive effect, not included in above calculation 20,556 19,912 26,438 Basic earnings per common share $1.86 $2.25 $1.57 Diluted earnings per common share $1.84 $2.21 $1.53 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Licensing and Purchase Commitments We have licensing agreements with companies, universities and individuals, some of which require certain up-front payments. Royalty payments are required on net product sales ranging from 0.45 percent to 25 percent of covered products or based on quantities sold. Several of these agreements have minimum royalty requirements. The accompanying consolidated balance sheets include accrued royalties relating to these agreements in the amount of $12.9 million and $12.6 million at December 31, 2022 and 2021, respectively. Royalty expense relating to these agreements amounted to $15.5 million, $18.5 million, and $12.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. Royalty expense is primarily recorded in cost of sales, with a small portion recorded as research and development expense depending on the use of the technology under license. Some of these agreements also have minimum raw material purchase requirements and requirements to perform specific types of research. At December 31, 2022, we had commitments to purchase goods or services, and for future license and royalty payments. They are as follows: Years ending December 31, (in thousands) Purchase License & 2023 $49,311 $3,804 2024 32,559 2,075 2025 22,362 1,718 2026 11,296 1,133 2027 11,508 1,170 Thereafter 211 8,641 $127,247 $18,541 Included in the table above are license and royalty commitments totaling $8.6 million that will be paid to related parties through 2040. Contingent Consideration Commitments Pursuant to the purchase agreements for certain acquisitions we could be required to make additional contingent cash payments for a previous business combination based on the achievement of certain FDA approval milestones. Potential milestone payments total $20.7 million, of which $8.9 million may be triggered by the end of 2023 and $11.8 million by the end of 2024. Of the total milestone payments, $8.2 million is included in accrued and other current liabilities and $9.9 million is included in other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2022. Employment Agreements Certain of our employment contracts contain provisions which guarantee the payments of certain amounts in the event of a change in control, as defined in the agreements, or if the executive is terminated for reasons other than cause, as defined in the agreements. At December 31, 2022, the commitment under these agreements totaled $9.4 million. Contingencies In the ordinary course of business, we provide a warranty to customers that our products are free of defects and will conform to published specifications. Generally, the applicable product warranty period is one year from the date of delivery of the product to the customer or of site acceptance, if required. Additionally, we typically provide limited warranties with respect to our services. We provide for estimated warranty costs at the time of the product sale. The changes in the carrying amount of warranty obligations for the years ended December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Balance at beginning of year $6,324 $4,813 Provision charged to cost of sales 4,606 7,518 Usage (4,517) (5,774) Adjustments to previously provided warranties, net (1,277) (43) Currency translation (237) (190) Balance at end of year $4,899 $6,324 Litigation From time to time, we may be party to legal proceedings incidental to our business. As of December 31, 2022, certain claims, suits or legal proceedings arising out of the normal course of business have been filed or were pending against QIAGEN or our subsidiaries. These matters have arisen in the ordinary course and conduct of business, as well as through acquisition. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation contingencies is highly subjective and requires judgments about future events. Although it is not possible to predict the outcome of such litigation, we assess the degree of probability and evaluate the reasonably possible losses that we could incur as a result of these matters. We accrue for any estimated loss when it is probable that a liability has been incurred and the amount of probable loss can be estimated. Litigation accruals recorded in accrued and other current liabilities as of December 31, 2022 and 2021 totaled $6.5 million and $5.7 million, respectively. As of December 31, 2022, $4.7 million was accrued in other long-term liabilities in the accompanying consolidated balance sheet. We are not party to any material legal proceeding as of the date of this report except for the matters listed below. Patent Litigation Archer DX In 2018, ArcherDX (a company which spun out as an independent company in conjunction with QIAGEN's acquisition of Enzymatics in 2015 and was later acquired by Invitae in 2021) and Massachusetts General Hospital (MGH) sued QIAGEN for patent infringement. In August 2021, a federal jury ruled that QIAGEN infringed two patents owned by ArcherDX and awarded damages of $4.7 million which were accrued in 2021 and as of December 31, 2022 are included in other long-term liabilities in the accompanying consolidated balance sheet. We plan to appeal the verdict as soon as the final verdict is completed. Bio-Rad Laboratories, Inc. In April 2022, QIAGEN filed a lawsuit in a U.S. federal court against Bio-Rad Laboratories, Inc. (Bio-Rad) seeking a declaratory judgment of non-infringement of certain Bio-Rad patents related to digital PCR technology. We are seeking judgment that we have not infringed and do not infringe any claims of the Bio-Rad patents, and have not made, used, sold, offered for sale, or imported any products that infringe any of the patents' claims, directly or indirectly. We are also seeking attorneys' fees, costs, and expenses and any other relief determined by the court. Becton Dickinson On September 17, 2020, QIAGEN acquired NeuMoDx. As part of the purchase, QIAGEN also acquired preexisting contingencies and became defendant in ongoing litigation matters pertaining to preexisting claims made by Becton Dickinson (BD) and subsidiaries over patent infringement. In addition to patent infringement allegations, the litigation involved trade secret misappropriation and other non-patent claims relating to NeuMoDx and former NeuMoDx officers, before the acquisition by QIAGEN. On September 26, 2021, through mediation, the parties reached a preliminary settlement of $53.0 million due to BD for the past infringements of NeuMoDx prior to QIAGEN's acquisition. On November 5, 2021, QIAGEN and BD reached an agreement to settle their ongoing litigation in the U.S. District Court of the District of Delaware and certain inter partes review proceedings. As part of the settlement, QIAGEN paid $53.0 million to BD in November 2021 and all claims asserted against QIAGEN, as well as counterclaims asserted against BD, were dismissed. Other Litigation Matters For all other matters, a total of $6.5 million is accrued as of December 31, 2022 in accrued and other current liabilities. The estimated range of possible losses for these other matters as of December 31, 2022 is between zero and $8.0 million. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting Information, Additional Information [Abstract] | |
Segment Information | Segment Information We operate as one operating segment. We have a common basis of organization, we make decisions with regards to business operations and resource allocation based on evaluations of QIAGEN as a whole and our products and services are offered globally. Product category and geographic information follows below. Product Category Information Net sales for the product categories are attributed based on those revenues related to sample and assay products and similarly related revenues including bioinformatics solutions, and revenues derived from instrumentation sales. Refer to Note 4 "Revenue" for disaggregation of revenue based on product categories, product type and customer class. Geographical Information Net sales are attributed to countries based on the location of the customer. QIAGEN primary manufacturing facilities are located in Germany, China, and the United States that supply products to customers as well as QIAGEN subsidiaries in other countries. The intercompany portions of such net sales are excluded to derive consolidated net sales. No single customer represents more than ten percent of consolidated net sales. Our country of domicile is the Netherlands, which reported net sales of $31.5 million, $28.3 million and $17.8 million for the years ended 2022, 2021 and 2020, respectively, and these amounts are included in the line item Europe, Middle East and Africa as shown in the table below. Net sales (in thousands) 2022 2021 2020 Americas: United States $909,616 $909,690 $728,577 Other Americas 88,139 97,686 96,880 Total Americas 997,755 1,007,376 825,457 Europe, Middle East and Africa 733,469 814,417 682,289 Asia Pacific, Japan and Rest of World 410,294 429,864 362,600 Total $2,141,518 $2,251,657 $1,870,346 Long-lived assets include property, plant and equipment. The Netherlands, which is included in the balances for Europe, reported long-lived assets of $1.1 million as of December 31, 2022 and 2021. Long-lived assets (in thousands) 2022 2021 Americas: United States $161,645 $158,949 Other Americas 2,997 2,805 Total Americas 164,642 161,754 Europe, Middle East and Africa: Germany 400,009 373,609 Other Europe, Middle East and Africa 75,045 78,608 Total Europe, Middle East and Africa 475,054 452,217 Asia Pacific and Japan 22,474 24,212 Total $662,170 $638,183 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement, Recognized Amount [Abstract] | |
Share-Based Compensation | Share-Based Compensation We adopted the QIAGEN N.V. Amended and Restated 2005 Stock Plan (the 2005 Plan) in 2005 and the QIAGEN N.V. 2014 Stock Plan (the 2014 Plan) in 2014. The 2005 Plan expired by its terms in April 2015 and no further awards will be granted under the 2005 Plan. The plans allow for the granting of stock rights and incentive stock options, as well as non-qualified options, stock grants and stock-based awards, generally with terms of up to 3 years, with previous grants through 2020 having terms of 5 years subject to earlier termination in certain situations. The vesting and exercisability of certain stock rights will be accelerated in the event of a Change of Control, as defined in the plans. All option grants have been at the market value on the grant date or at a premium above the closing market price on the grant date. We issue Treasury Shares to satisfy option exercises and award releases and had approximately 11.8 million Common Shares reserved and available for issuance under the 2005 and 2014 Plans at December 31, 2022. Stock Options We have not granted stock options since 2013. A summary of the status of employee stock options as of December 31, 2022 and changes during the year then ended is presented below: All Employee Options Number of Shares Weighted Average Weighted Average Aggregate Intrinsic Value Outstanding at January 1, 2022 18 $17.79 Exercised (7) $16.55 Expired (2) $18.68 Outstanding at December 31, 2022 9 $18.68 0.41 $272 Vested at December 31, 2022 9 $18.68 0.41 $272 Vested and expected to vest at December 31, 2022 9 $18.68 0.41 $272 The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $0.2 million, $14.4 million and $6.5 million, respectively. The actual tax benefit for the tax deductions from option exercises totaled $0.1 million, $2.2 million and $1.3 million during the years ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022, there was no unrecognized share-based compensation expense related to employee stock option awards. At December 31, 2022, 2021 and 2020, 9 thousand, 18 thousand and 0.4 million options were exercisable at a weighted average price of $18.68, $17.79 and $19.28 per share, respectively. The options outstanding at December 31, 2022 expire in 2023. Stock Units Stock units represent rights to receive Common Shares at a future date and include restricted stock units which are subject to time-vesting only and performance stock units which include performance conditions in addition to time-vesting. The final number of performance stock units earned is based on the performance achievement which for some grants can reach up to 200% of the granted shares. There is no exercise price and the fair market value at the time of the grant is recognized over the requisite vesting period. The fair market value is determined based on the number of stock units granted and the market value of our shares on the grant date. Pre-vesting forfeitures were estimated to be approximately 6.9%. At December 31, 2022, there was $79.7 million remaining in unrecognized compensation cost including estimated forfeitures related to these awards, which is expected to be recognized over a weighted average period of 1.58 years. The weighted average grant date fair value of stock units granted during the years ended December 31, 2022, 2021 and 2020 was $45.49, $48.77 and $36.92, respectively. The total fair value of stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $55.8 million, $52.6 million and $29.3 million, respectively. A summary of stock units as of December 31, 2022 and changes during the year are presented below: Stock Units Stock Units Weighted Average Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2022 3,981 Granted 955 Vested (1,164) Forfeited (1) Outstanding at December 31, 2022 3,771 1.58 $188,036 Vested and expected to vest at December 31, 2022 3,467 1.55 $172,922 We net share settle for the tax withholding upon the vesting of awards. Shares are issued on the vesting dates net of the applicable statutory tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued than the number of stock units outstanding. We record a liability for the tax withholding to be paid by us as a reduction to treasury shares. Compensation Expense Share-based compensation expense before taxes for the years ended December 31, 2022, 2021 and 2020 totaled approximately $49.5 million, $38.4 million and $40.9 million, respectively, as shown in the table below. (in thousands) 2022 2021 2020 Cost of sales $2,577 $40 $2,897 Research and development 6,504 4,909 7,014 Sales and marketing 16,076 13,630 15,889 General and administrative 24,350 19,812 15,136 Share-based compensation expense 49,507 38,391 40,936 Less: Income tax benefit (1) 10,703 8,956 9,552 Net share-based compensation expense $38,804 $29,435 $31,384 (1) Does not include the excess tax benefit realized for the tax deductions of the share-based payment arrangements which totaled $2.7 million, $6.5 million and $2.5 million, respectively, for the years ended December 31, 2022, 2021 and 2020. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Employee Benefits We maintain various benefit plans, including defined contribution and defined benefit plans. Our U.S. defined contribution plan is qualified under Section 401(k) of the Internal Revenue Code and covers substantially all U.S. employees. Participants may contribute a portion of their compensation not exceeding a limit set annually by the Internal Revenue Service. This plan includes a provision for us to match a portion of employee contributions. Total expense under the 401(k) plans, including the plans acquired via business acquisitions, was $4.5 million, $4.3 million and $3.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. We also have a defined contribution plan which covers certain executives. We make matching contributions up to an established maximum. Matching contributions made to the plan, and expensed, totaled approximately $0.1 million for the year ended December 31, 2022 and $0.2 million for each year ended December 31, 2021 and 2020, respectively. We have seven defined benefit, non-contributory retirement or termination plans that cover certain employees in Germany, France, Italy, Japan, Poland, Philippines and the United Arab Emirates. These defined benefit plans provide benefits to covered individuals satisfying certain age and/or service requirements. For certain plans, we calculate the vested benefits to which employees are entitled if they separate immediately. The benefits accrued on a pro-rata basis during the employees’ employment period are based on the individuals’ salaries, adjusted for inflation. The liability under the defined benefit plans was $7.2 million and $9.3 million as of December 31, 2022 and 2021, respectively, and is included as a component of other long-term liabilities on the accompanying consolidated balance sheets. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions From time to time, we have transactions with other companies in which we hold an interest, all of which are individually and in the aggregate immaterial, as summarized in the table below. Net sales to related parties for the years ended December 31, 2022, 2021 and 2020 are as follows: (in thousands) 2022 2021 2020 Net sales $8,474 $9,089 $6,025 As of December 31, 2022 and 2021 balances with related parties are as follows: (in thousands) 2022 2021 Accounts receivable $5,136 $3,868 Prepaid expenses and other current assets $11,929 $16,956 Accounts payable $2,708 $4,149 Accrued and other current liabilities $3,518 $1,558 Prepaid expenses and other current assets include loans receivable and supplier advances from companies with which we have an investment or partnership interest. As of December 31, 2022, prepaid expenses and other current assets includes a $10.6 million convertible note from Ellume Limited, Australia, which bears interest at 10% and was due on December 31, 2022. We retain this loan receivable, while fully reserved, as we await the outcome of the creditor arrangement. Additional financial impacts of these proceedings with this related party for the fiscal year ended December 31, 2022 include a $4.6 million write off on advances to suppliers and a $12.8 million impairment loss on intangible assets, both recognized in restructuring, acquisition, integration and other, net in the accompanying consolidated statement of income. Refer to Note 11 "Goodwill and Intangible Assets". As of December 31, 2021, the convertible note balance from this privately held company was carried at $10.0 million in prepaid expenses and other current assets. In addition, $4.3 million of customer advances held at December 31, 2021 were subsequently written off as part of the $4.6 million write off in 2022. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventOn January 3, 2023, we completed the acquisition of Verogen, Inc. as further described in Note 5 "Acquisitions". |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP) and all amounts are presented in U.S. dollars rounded to the nearest thousand, unless otherwise indicated. Beginning April 1, 2022, the results of our subsidiary in Turkey are reported under highly inflationary accounting as the prior three-years cumulative inflation rate exceeded 100 percent. QIAGEN has a subsidiary in Moscow, Russia. Due to uncertainties related to the war in Ukraine, and although not material to our consolidated results of operations, during the year ended December 31, 2022, we recorded a combination of credit losses, write-offs and impairments related to our business in Russia totaling $4.0 million. These charges are included in the line item restructuring, acquisition, integration and other, net in the accompanying consolidated statements of income. We have suspended activities in Russia and also with our former commercial partner in Belarus. We undertake acquisitions to complement our own internal product development activities. In May 2022, we acquired BLIRT S.A., a supplier of standardized and customized solutions for proteins and enzymes as well as molecular biology reagents located in Gdańsk, Poland. Its offering includes proteins and enzymes that are critical to the life sciences industry and diagnostic kit manufacturers. The cash consideration, net of cash acquired was $63.7 million. The acquisition was not significant to the overall consolidated financial statements and as of December 31, 2022, the allocation of the purchase price was preliminary. In September 2020, we completed the acquisition of the remaining shares in NeuMoDx Molecular, Inc. (NeuMoDx), a privately-held U.S. company that designs and develops molecular diagnostics solutions for hospital and clinical reference laboratories. Accordingly, at the acquisition dates, all the assets acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations include the operating results from the acquired companies from the acquisition dates. Certain prior year amounts have been reclassified to conform to the current year presentation. |
Adoption of New Accounting Standards and New Accounting Standards Not Yet Adopted | Adoption of New Accounting Standards in 2022 ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, creates an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. We early adopted ASU 2021-08 on January 1, 2022. The amended guidance applies on a prospective basis to business combinations that occur after the adoption date. Adoption of New Accounting Standards in 2021 ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, removed certain exceptions for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating income taxes to members of a consolidated group. We adopted the ASU on the effective date of January 1, 2021 and the adoption of this guidance did not have an impact on our consolidated financial statements on the date of adoption. ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, reduced the number of accounting models for convertible instruments. The ASU also amended diluted earnings per share (EPS) calculations for convertible instruments, which will result in more dilutive EPS results, and also amended the requirements for a contract (or embedded derivative) that is potentially settled in an entity’s own shares to be classified in equity. ASU 2020-06 was effective for annual periods beginning on January 1, 2022, with earlier adoption on January 1, 2021 permitted. We adopted ASU 2020-06 early on January 1, 2021 and this resulted in a decrease of $54.1 million to additional paid-in capital and an increase of $0.3 million to retained earnings for the conversion feature to the liability for our 2027 Convertible Notes further discussed in Note 16 "Debt". Adoption of New Accounting Standards in 2020 ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, replaced the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. We adopted Topic 326 on January 1, 2020 using the modified retrospective approach by recognizing the effect of initially applying Topic 326 as an after-tax $15.1 million ($19.6 million pre-tax) adjustment to the opening balance of retained earnings at January 1, 2020 for credit losses on loans, notes and accounts receivable. The adoption did not have an impact on our consolidated statements of income or cash flows. ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer of that transaction. We adopted ASU 2018-18 on January 1, 2020 without any cumulative effect. ASU 2020-03, Codification Improvements to Financial Instruments, was issued to improve and clarify various financial instrument topics, including Topic 326 issued in 2016. The ASU includes seven issues that describe areas of improvement and the related amendments to GAAP. They are intended to make the standards easier to understand and apply and to eliminate inconsistencies. They are narrow in scope and are not expected to significantly change practice for most entities. We adopted ASU 2020-03 on January 1, 2020 without any effect. ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815, addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. We adopted ASU 2020-01 on June 30, 2020 without any impact. |
Principles of Consolidation | Principles of ConsolidationThe consolidated financial statements include the accounts of QIAGEN N.V. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments in either common stock or in-substance common stock of companies where we exercise significant influence over the operations but do not have control, and where we are not the primary beneficiary, are accounted for using the equity method. All other investments are accounted for as discussed under "Non-marketable Investments" below. When there is a portion of equity in an acquired subsidiary not attributable, directly or indirectly, to the Company, we record the fair value of the noncontrolling interests at the acquisition date and classify the amounts attributable to noncontrolling interests separately in equity in the consolidated financial statements. Any subsequent changes in the Company's ownership interest while the Company retains its controlling financial interest in its subsidiary are accounted for as equity transactions. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. While changing conditions regarding the war in Ukraine and the COVID-19 pandemic recovery present additional uncertainty, we continue to use the best information available to form our estimates. Actual results could differ from those estimates. |
Concentrations of Risk | Concentrations of Risk We buy materials for products from many suppliers, and are not dependent on any one supplier or group of suppliers for the business as a whole. However, key components of certain products, including certain instrumentation components and chemicals, are available only from a single source. If supplies from these vendors were delayed or interrupted for any reason, we may not be able to obtain these materials timely or in sufficient quantities in order to produce certain products and sales levels could be negatively affected. Additionally, our customers include researchers at pharmaceutical and biotechnology companies, academic institutions, and government and private laboratories. Fluctuations in the research and development budgets of these researchers and their organizations for applications in which our products are used could have a significant effect on the demand for our products. The financial instruments used in managing our foreign currency, equity and interest rate exposures have an element of risk in that the counterparties may be unable to meet the terms of the agreements. We attempt to minimize this risk by limiting the counterparties to a diverse group of highly-rated international financial institutions. The carrying values of our financial instruments incorporate the non-performance risk by using market pricing for credit risk. However, we have no reason to believe that any counterparties will default on their obligations. In order to minimize our exposure with any single counterparty, we have entered into master agreements which allow us to manage the exposure with the respective counterparty on a net basis. Other financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, short-term investments, and accounts receivable. We attempt to minimize the risks related to cash and cash equivalents and short-term investments by dealing with highly-rated financial institutions and investing in a broad and diverse range of financial instruments. We have established guidelines related to credit quality and maturities of investments intended to maintain safety and liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and diverse customer base, which is dispersed over different geographic areas. Allowances are maintained for potential credit losses and such losses have historically been within expected ranges. |
Foreign Currency Translation | Foreign Currency TranslationOur reporting currency is the U.S. dollar and the functional currencies of our subsidiaries are generally the local currency of the respective countries in which they are headquartered. All amounts in the financial statements of entities whose functional currency is not the U.S. dollar are translated into U.S. dollar equivalents at exchange rates as follows: (1) assets and liabilities at period-end rates, (2) income statement accounts at average exchange rates for the period, and (3) components of equity at historical rates. Translation gains or losses are recorded in equity, and transaction gains and losses are reflected in net income as a component of other income, net. Realized gains or losses on the value of derivative contracts entered into to hedge the exchange rate exposure of receivables and payables are also included in net income as a component of other income, net. |
Segment Information | Segment InformationWe determined that we operate as one operating segment in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting. Our chief operating decision maker (CODM) makes decisions based on the Company as a whole. In addition, we have a common basis of organization and types of products and services which derive revenues and consistent product margins. Accordingly, we operate and make decisions as one reporting unit. |
Revenue Recognition and Shipping and Handling Income and Costs | Revenue Recognition We recognize revenue when control of promised goods or services transfers to our customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The majority of our sales revenue is recognized when products are shipped to the customers at which point control transfers. |
Warranty | WarrantyWe provide warranties on our products against defects in materials and workmanship for a period of one year. A provision for estimated future warranty costs is recorded in cost of sales at the time product revenue is recognized. Product warranty obligations are included in accrued and other current liabilities in the accompanying consolidated balance sheets. |
Research and Development | Research and Development Research and product development costs are expensed as incurred. Research and development expenses consist primarily of salaries and related expenses, facility costs, and amounts paid to contract research organizations and laboratories for the provision of services and materials as well as costs for internal use or clinical trials. |
Government Grants | Government Grants We recognize government grants when there is reasonable assurance that all conditions will be complied with and the grant will be received. Our government grants generally represent subsidies for specified activities and are therefore recognized when earned as a reduction of the expenses recorded for the activity |
Borrowing Costs | Borrowing CostsBorrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets (qualifying asset) when such borrowing costs are significant. All other borrowing costs are expensed in the period they occur. |
Advertising Costs | Advertising CostsThe costs of advertising are expensed as incurred and are included as a component of sales and marketing expense. |
General and Administrative, Restructuring, Integration and Other | General and Administrative General and administrative expenses primarily represent the costs required to support administrative infrastructure. These costs include licensing costs in connection with continued investments in information technology improvements, including cyber security, across the organization as well as personnel in administrative functions. Restructuring, Acquisition, Integration and Other We incur indirect acquisition and business integration costs in connection with business combinations which are expensed when incurred. These costs represent incremental costs that we believe would not have been incurred absent the business combinations. Major components of these costs include consulting and related fees incurred to integrate or restructure the acquired operations, payroll and related costs for employees remaining with the Company on a transitional basis and public relations, advertising and media costs for re-branding of the combined organization. |
Income Taxes | Income Taxes We account for income taxes under the liability method. Under this method, total income tax expense is the amount of income taxes expected to be payable for the current year plus the change from the beginning of the year for deferred tax assets and liabilities established for the expected future tax consequences resulting from differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and/or liabilities are determined by multiplying the differences between the financial statement carrying amount and the tax bases of assets and liabilities by the enacted tax rates expected to be in effect when such differences are reversed or settled. Deferred tax assets are reduced by a valuation allowance to the amount more likely than not to be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Tax benefits are initially recognized in the financial statements when it is more likely than not that the position will be sustained upon examination by the taxing authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement with the taxing authority using the cumulative probability method, assuming the taxing authority has full knowledge of the position and all relevant facts. Our policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties related to income taxes within the income tax expense. |
Derivative Instruments | Derivative Instruments We enter into derivative financial instrument contracts to minimize the variability of cash flows or income statement impact associated with the anticipated transactions being hedged or to hedge fluctuating interest rates. As changes in foreign currencies or interest rates impact the value of anticipated transactions, the fair value of the forward or swap contracts also changes, offsetting foreign currency or interest rate fluctuations. Derivative instruments are recorded on the balance sheet at fair value. Changes in fair value of derivatives are recorded in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction. |
Share-Based Payments | Share-Based Payments Compensation cost for all share-based payments is recorded based on the grant date fair value, less an estimate for pre-vesting forfeitures, recognized in expense over the service period using an accelerated method. Forfeiture Rate - This is the estimated percentage of grants that are expected to be forfeited or canceled on an annual basis before becoming fully vested. We estimated the forfeiture rate based on historical forfeiture experience. |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash and cash equivalents consist of cash on deposit in banks and other cash invested temporarily in various instruments that are short-term and highly liquid, and having an original maturity of less than three months at the date of purchase. Cash equivalents are carried at amortized cost which approximates fair value. |
Short-Term Investments | Short-Term Investments Short-term investments include cash investments with original maturities of more than three months which are classified as “available for sale” and stated at fair value, which is equivalent to the amortized cost, in the accompanying consolidated balance sheet. Interest income is accrued when earned and changes in fair market values are reflected in other income, net. The amortization of premiums and accretion of discounts to maturity arising from acquisition is included in interest income. A decline in fair value that is judged to be other-than-temporary is accounted for as a realized loss and the write-down is included in the consolidated statements of income. Realized gains and losses, determined on a specific identification basis on the sale of short-term investments, are included in income. Short-term investments consisting of marketable equity securities are reported at fair value with gains and losses recorded in earnings. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of cash and cash equivalents, notes receivable, accounts receivable, accounts payable and accrued liabilities approximate their fair values because of the short maturities of those instruments. The carrying value of our variable rate debt and leases approximates their fair values because of the short maturities and/or interest rates which are comparable to those available to us on similar terms. The fair values of the zero coupon convertible debt and the Cash Convertible Notes are based on an estimation using available over-the-counter market information. The fair values of the U.S. Private Placement were estimated using the changes in the U.S. Treasury rates and the fair value of the German Private Placement is based on an estimation using changes in the euro swap rates. Assets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: • Level 1. Observable inputs, such as quoted prices in active markets; • Level 2. Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
Accounts Receivable, Loans and Other Receivables and Allowance for Credit Losses | Accounts Receivable, Loans and Other Receivables and Allowance for Credit Losses Our accounts receivable consist of unsecured customer obligations and we are at risk to the extent such amounts become uncollectible. Since January 1, 2020, we maintain allowances for credit losses resulting from the expected failure or inability of our customers to make required payments. We recognize the allowance for expected credit losses at inception and reassess regularly considering historical experience with bad debts, the aging of the receivables, credit quality of the customer base, current economic conditions and other reasonable and supportable expectations for future conditions, if applicable. Once a receivable is determined to be uncollectible, the balance is charged against the allowance. We sell our products worldwide through sales subsidiaries and distributors. There is no concentration of credit risk with respect to trade accounts receivable as we have a large number of internationally dispersed customers. Trade accounts receivable are non-interest bearing and mostly have payment terms of 30-90 days. For all years presented, no single customer represented more than ten percent of accounts receivable or consolidated net sales. Following the adoption of Topic 326, we are required to use the new forward-looking expected credit loss model that replaced the previous incurred credit loss model. The new model generally results in earlier recognition of allowances for credit losses and requires consideration of a broader range of information to estimate expected credit losses over the entire lifetime of the assets. Accordingly, with the adoption of Topic 326, we recorded allowances for credit losses of $8.1 million for accounts receivable, $10.2 million for other receivables and $1.3 million for loan receivables. The allowances reflect the forward-looking expected impact of non-payment of the contractual amounts due. |
Inventories | InventoriesInventories are stated at the lower of cost or net realizable value, determined on either a weighted average cost basis or a standard cost basis which is regularly adjusted to actual. Inventories include material, direct labor and overhead costs and are reduced for estimated obsolescence. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated amortization. Capitalized internal-use software costs include only those direct costs associated with the actual development or acquisition of computer software solely to meet internal needs and cloud-based applications to deliver our service and comprise costs associated with the design, coding, installation and testing of the system. Costs associated with preliminary development, such as the evaluation and selection of alternatives, as well as training, maintenance and support are expensed as incurred. Costs for software to be sold, leased or otherwise marketed that are related to the conceptual formulation and design are expensed as incurred. Costs incurred to produce software products and the software components of products to be sold, leased or marketed after technological feasibility is established are capitalized and amortized in accordance with the accounting standards for the costs of software to be sold, leased, or otherwise marketed. All other depreciation is computed using the straight-line method over the estimated useful lives of the assets (3 to 40 years). Amortization of leasehold improvements is computed on a straight-line basis over the lesser of the remaining life of the lease or the estimated useful life of the improvement asset. We have a policy of capitalizing expenditures that materially increase assets’ useful lives and charging ordinary maintenance and repairs to operations as incurred. When property or equipment is disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts and any gain or loss is included in earnings. |
Business Combinations | Business Combinations We include the results of operations of the businesses that we acquire as of the acquisition date. The purchase price of an acquired business is allocated to the individual assets acquired and liabilities assumed based on their fair values at the date of acquisition. Those fair values are determined using income, cost and market approaches, most of which depend upon significant inputs that are not observable in the market, or level 3 measurements. The excess of purchase price over the fair value of identifiable assets acquired and liabilities assumed is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred. |
Acquired Intangibles and Goodwill | Acquired Intangibles and Goodwill Acquired intangibles with alternative future uses are carried at cost less accumulated amortization and consist of licenses to technology held by third parties and other acquired intangible assets. Amortization related to patents are computed over the estimated useful life of the underlying patent, which has historically ranged from 1 to 20 years. Purchased intangible assets acquired in business combinations, other than goodwill, are amortized over their estimated useful lives unless these lives are determined to be indefinite. Intangibles are assessed for recoverability considering the contract life and the period of time over which the intangible will contribute to future cash flow. The unamortized cost of intangible assets, where cash flows are independent and identifiable from other assets, is evaluated periodically and adjusted, if necessary, if events and circumstances indicate that a decline in value below the carrying amount has occurred. Amortization expense related to developed technology and patent and license rights which have been acquired in a business combination is included in cost of sales. Amortization of trademarks, customer base and non-compete agreements which have been acquired in a business combination is recorded in operating expense under the caption 'acquisition-related intangible amortization'. Amortization expenses of intangible assets not acquired in a business combination are recorded within either the cost of sales, research and development or sales and marketing line items based on the use of the asset. We dispose the gross carrying amount and accumulated amortization of fully amortized intangible assets from historic business combinations once they are considered fully integrated into our business. The fair value of in-process research and development (IPR&D) acquired in a business combination is capitalized as an indefinite-lived intangible asset until completion or abandonment of the related research and development activities. IPR&D is tested for impairment annually or when any event or circumstance indicates that the fair value may be below the carrying value. If and when research and development is complete, the associated asset is amortized over the estimated useful life. |
Non-Marketable Investments | Non-Marketable Investments We have investments in non-marketable equity securities issued by privately held companies. These investments are included in other long-term assets in the accompanying consolidated balance sheets. Non-marketable investments through which we exercise significant influence but do not have control are accounted for using the equity method. We monitor for changes in circumstances that may require a reassessment of the level of influence. Our non-marketable equity securities not accounted for under the equity method are accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date. Investments are evaluated periodically, or when impairment indicators are noted, to determine if declines in value are other-than-temporary. In making that determination, we consider all available evidence relating to the realizable value of a security. This evidence includes, but is not limited to, the following: • adverse financial conditions of a specific issuer, segment, industry, region or other variables; • the length of time and the extent to which the fair value has been less than cost; and • the financial condition and near-term prospects of the issuer. |
Variable Interest Entities | Variable Interest Entities We evaluate at the inception of each arrangement whether we have made an investment in an entity that is considered a variable interest entity (VIE) or if we hold other variable interests in an arrangement that is considered a variable interest entity. We consolidate VIEs when we are the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is still a VIE and, if so, whether we are the primary beneficiary. If we are not the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE as an investment in a non-marketable investment or in accordance with other applicable GAAP. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or a group of assets may not be recoverable. We consider, amongst other indicators, a history of operating losses or a change in expected sales levels to be indicators of potential impairment. Assets are grouped and evaluated for impairment at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying amount of the asset exceeds fair value which is determined by applicable market prices, when available. When market prices are not available, we generally measure fair value by discounting projected future cash flows of the asset. Considerable judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could differ from such estimates. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Exchange Rates of Key Currencies | The exchange rates of key currencies were as follows: Closing rate at December 31, Annual average rate (US$ equivalent for one) 2022 2021 2022 2021 2020 Euro (EUR) 1.0666 1.1326 1.0542 1.1832 1.1411 Pound Sterling (GBP) 1.2026 1.3479 1.2376 1.3758 1.2836 Swiss Franc (CHF) 1.0832 1.0963 1.0486 1.0940 1.0659 Australian Dollar (AUD) 0.6797 0.7253 0.6952 0.7514 0.6905 Canadian Dollar (CAD) 0.7386 0.7869 0.7692 0.7977 0.7463 Japanese Yen (JPY) 0.0076 0.0087 0.0077 0.0091 0.0094 Chinese Yuan (CNY) 0.1450 0.1574 0.1489 0.1550 0.1450 |
Cash and Cash Equivalents | Cash and cash equivalents as of December 31, 2022 and 2021 were as follows: (in thousands) 2022 2021 Cash at bank and on hand $122,314 $235,381 Money market funds 289,394 366,117 Commercial paper 94,828 179,844 Short-term bank deposits 224,133 99,174 Cash and cash equivalents $730,669 $880,516 |
Changes in the Allowance for Credit Losses on Accounts Receivable | The changes in the allowance for credit losses on accounts receivable and loans and other receivables for the years ended December 31, 2022 and 2021 and in the allowance for doubtful accounts for the year December 31, 2020 are as follows: Accounts Receivable Loans and Other Receivables (in thousands) 2022 2021 2020 2022 2021 2020 Balance at beginning of year $23,124 $27,052 $12,115 $5,142 $9,132 $— ASC 326 adoption impact — — 8,089 — — 11,543 Provisions for expected credit losses 4,483 18 16,439 5,574 2,155 1,325 Deductions from allowance (2,685) (1,249) (9,868) — (6,049) (3,916) Recoveries collected — 288 — — 12 — Currency translation adjustments and other (2,042) (2,985) 277 (118) (108) 180 Balance at end of year $22,880 $23,124 $27,052 $10,598 $5,142 $9,132 |
Inventories | Inventories consisted of the following as of December 31, 2022 and 2021: (in thousands) 2022 2021 Raw materials $97,613 $94,748 Work in process 85,488 67,679 Finished goods 174,859 165,098 Total inventories, net $357,960 $327,525 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue based on Product Categories and Customer Class | We disaggregate our revenue based on product type and customer class as shown in the tables below for the years ended December 31, 2022, 2021 and 2020: (in thousands) 2022 2021 2020 Consumables and related revenues $1,029,791 $1,027,215 $774,234 Instruments 96,436 116,449 129,742 Molecular Diagnostics 1,126,227 1,143,664 903,976 Consumables and related revenues 859,133 959,093 841,201 Instruments 156,158 148,900 125,169 Life Sciences 1,015,291 1,107,993 966,370 Total $2,141,518 $2,251,657 $1,870,346 Additionally, we disaggregate our revenue based on the product categories as shown in the tables below for the years ended December 31, 2022, 2021 and 2020: (in thousands) 2022 2021 2020 Sample technologies $796,932 $850,636 $803,867 Diagnostic solutions 660,879 638,759 460,757 PCR / Nucleic acid amplification 390,804 433,972 363,552 Genomics / NGS 224,797 245,066 165,570 Other 68,106 83,224 76,600 Total $2,141,518 $2,251,657 $1,870,346 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Purchase Price Allocation | The final purchase price allocation differed from the preliminary purchase price allocation primarily as a result of updates to the acquisition date value of the liability related to acquired litigation, the final valuation and allocation of amounts among the acquired intangible assets as set forth in an independent appraisal, and related deferred tax impacts as follows: (in thousands) Final Preliminary (1) Difference Purchase Price: Cash consideration $251,730 $251,730 $— Fair value of minority interest 52,727 52,727 — $304,457 $304,457 $— Net Assets Acquired: Cash and cash equivalents $12,291 $12,291 $— Accounts receivable 5,691 5,691 — Inventories 20,271 18,866 1,405 Prepaid expenses and other current assets 5,961 5,943 18 Accounts payable (12,450) (11,168) (1,282) Accruals and other current liabilities (69,585) (18,770) (50,815) Other long-term liabilities (4,101) (4,101) — Fixed and other long-term assets 7,076 6,698 378 Developed technology 101,000 119,100 (18,100) In-process research and development 55,000 64,800 (9,800) Patents and license rights 770 770 — Customer backlog 400 900 (500) Goodwill 191,343 149,877 41,466 Deferred tax asset 30,057 — 30,057 Deferred tax liability on fair value of identifiable intangible assets acquired (39,267) (46,440) 7,173 Total $304,457 $304,457 $— (1) As of September 30, 2020. |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Cash Components of Restructuring Activity | Of the total cost incurred, $4.6 million remains accrued as of December 31, 2022 in accrued and other current liabilities in the accompanying consolidated balance sheet as summarized in the following table for the restructuring activity: (in thousands) Personnel Related Contract and Other Costs Total Cost incurred in 2022 $4,121 $491 $ 4,612 Foreign currency translation adjustment 24 3 27 Liability at December 31, 2022 $4,145 $494 $4,639 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Investments [Abstract] | |
Summary of Short-Term Investments | As of December 31, 2022 and 2021, short-term investments were as follows: (in thousands) 2022 2021 Commercial paper $672,597 $139,785 Money market deposits 15,000 45,000 Total $687,597 $184,785 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets are summarized as follows as of December 31, 2022 and 2021: (in thousands) Notes 2022 2021 Fair value of derivative instruments (14) $111,617 $175,284 Income tax receivable (17) 53,394 45,116 Prepaid expenses 50,958 60,629 Value added tax 28,130 22,884 Cash collateral (14) 21,083 11,200 Other receivables 18,997 19,201 Contract assets (4) 9,768 14,082 Loan receivables 29 6,249 Total prepaid expenses and other current assets $293,976 $354,645 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment of December 31, 2022 and 2021 were as follows: (in thousands) Estimated useful life (in years) 2022 2021 Land — $25,480 $26,732 Buildings and improvements 5-40 362,794 371,834 Machinery and equipment 3-10 294,156 343,968 Computer software 3-20 262,007 281,226 Furniture and office equipment 3-10 90,293 106,016 Construction in progress — 130,407 140,823 1,165,137 1,270,599 Less: Accumulated depreciation and amortization (502,967) (632,416) Property, plant and equipment, net $662,170 $638,183 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Equity Method Investments Included in Other Assets | A summary of our non-marketable investments accounted for as equity method investments is as follows: Ownership Equity investments as of December 31, Share of income (loss) for the years ended December 31, (in thousands) 2022 2021 2022 2021 2020 PreAnalytiX GmbH 50.00 % $6,856 $10,291 $4,377 $10,412 $3,070 Apis Assay Technologies Ltd 19.00 % 4,102 3,713 389 1,773 1,221 TVM Life Science Ventures III 3.10 % 3,872 3,669 (901) (264) 630 Suzhou Fuda Business Management and Consulting Partnership 33.67 % 2,608 2,832 — — — Actome GmbH 12.50 % 779 1,045 (201) (31) — Hombrechtikon Systems Engineering AG 19.00 % (311) (413) 94 97 97 $17,906 $21,137 $3,758 $11,987 $5,018 |
Changes in Non-Marketable Investments Not Accounted for Under the Equity Method | The changes in non-marketable investments not accounted for under the equity method for the years ended December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Balance at beginning of year $3,945 $4,142 Cash investments in equity securities, net 52 81 Shares received in exchange for services 1,475 — Foreign currency translation adjustments (143) (278) Balance at end of year $5,329 $3,945 |
Changes in Marketable Equity Securities | The changes in marketable equity securities during the year ended December 31, 2021 are as follows: Invitae OncoCyte Oncimmune Holdings plc HTG Molecular Diagnostics, Inc (HTGM) (in $ thousands, except shares data) Shares Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 2020 2,769,189 $115,780 88,101 $211 560,416 $1,258 55,556 $266 Shares received upon milestone achievement 1,100,190 35,338 30,152 147 86,218 220 — — (Loss) gain on change in fair value — (3,066) — 123 — 61 — 65 Sale of investment (3,869,379) (148,052) (118,253) (481) (646,634) (1,539) (55,556) (331) Balance at December 31, 2021 — $— — $— — $— — $— |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Intangible Assets | The following sets forth the intangible assets by major asset class as of December 31, 2022 and 2021: Weighted Average Life 2022 2021 (in thousands) Gross Carrying Amount Accumulated Gross Carrying Accumulated Amortized Intangible Assets: Patent and license rights 10.89 $203,549 ($140,632) $297,986 ($202,569) Developed technology 10.68 780,233 (407,401) 810,420 (400,021) Customer base, trademarks, and non-compete agreements 12.38 227,171 (179,658) 263,878 (204,197) 10.87 $1,210,953 ($727,691) $1,372,284 ($806,787) Unamortized Intangible Assets: In-process research and development $61,534 $61,939 Goodwill 2,352,569 2,350,763 $2,414,103 $2,412,702 The changes in intangible assets, excluding goodwill, for the years ended December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Balance at beginning of year $627,436 $726,194 Additions 19,632 23,969 Additions from acquisitions 17,247 — Amortization (93,714) (104,371) Disposals (35) (4,571) Impairments (12,829) — Foreign currency translation adjustments (12,941) (13,785) Balance at end of year $544,796 $627,436 |
Amortization of Intangibles for the Next Five Years | Amortization of intangibles for the next five years is expected to be approximately: Years ended December 31, (in thousands) 2023 $87,794 2024 $84,412 2025 $73,280 2026 $65,875 2027 $60,410 |
Schedule of Changes in Goodwill | The changes in goodwill for the years ended December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Balance at beginning of year $2,350,763 $2,364,031 Business combinations 42,201 — Purchase adjustments (303) 33,716 Foreign currency translation adjustments (40,092) (46,984) Balance at end of year $2,352,569 $2,350,763 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Supplemental Balance Sheet and Other Information | Supplemental balance sheet and other information related to operating leases as of December 31, 2022 and 2021 are as follows: (in thousands, except lease term and discount rate) Location in consolidated balance sheet 2022 2021 Operating lease right-of-use assets Other long-term assets $95,523 $100,894 Current operating lease liabilities Accrued and other current liabilities $22,220 $22,048 Long-term operating lease liabilities Other long-term liabilities $71,406 $76,534 Weighted average remaining lease term 6.92 years 7.80 years Weighted average discount rate 2.08 % 1.90 % |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to operating leases for the years ended December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Cash paid for operating leases included in cash flows from operating activities $26,842 $27,429 Operating lease right-of-use assets obtained in exchange for lease obligations $25,148 $26,784 |
Maturities of Lease Liabilities | Future maturities of operating lease liabilities as of December 31, 2022 are as follows: Years ending December 31, (in thousands) 2023 $23,747 2024 18,693 2025 13,598 2026 9,361 2027 7,285 Thereafter 28,256 Total lease payments 100,940 Less: Imputed interest (7,314) Total $93,626 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Accrued and Other Current Liabilities | Accrued and other current liabilities at December 31, 2022 and 2021 consist of the following: (in thousands) Notes 2022 2021 Fair value of derivative instruments (14) $111,252 $181,858 Payroll and related accruals 99,885 100,756 Deferred revenue (4) 69,000 63,368 Accrued expenses 62,469 54,271 Other liabilities 54,548 66,589 Operating lease liabilities (12) 22,220 22,048 Cash collateral (14) 21,755 9,200 Income taxes payable (17) 13,980 27,669 Accrued royalties (20) 12,877 12,559 Accrued contingent consideration and milestone payments (15) 8,181 24,100 Accrued interest on long-term debt (16) 5,431 4,488 Restructuring accruals (6) 4,639 1,714 Total accrued and other current liabilities $486,237 $568,620 |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value Amounts of Derivative Instruments | The following table summarizes the fair value amounts of derivative instruments reported in the consolidated balance sheets as of December 31, 2022 and 2021: 2022 2021 (in thousands) Current Asset Long-Term Asset Current Asset Long-Term Asset Assets: Derivative instruments designated as hedges Interest rate contracts - cash flow hedge (1) $— $12,256 $— $— Interest rate contracts - fair value hedge (1) — — 1,971 — Total derivative instruments designated as hedges $— $12,256 $1,971 $— Undesignated derivative instruments Equity options $102,671 $119,098 $162,141 $190,430 Foreign exchange forwards and options 8,946 — 11,172 — Total undesignated derivative instruments $111,617 $119,098 $173,313 $190,430 Total Derivative Assets $111,617 $131,354 $175,284 $190,430 2022 2021 (in thousands) Current Liability Long-Term Liability Current Liability Long-Term Liability Liabilities: Derivative instruments designated as hedges Interest rate contracts - cash flow hedge (1) $— ($36,982) $— ($628) Total derivative instruments designated as hedges $— ($36,982) $— ($628) Undesignated derivative instruments Equity options ($102,896) ($119,736) ($162,608) ($191,251) Foreign exchange forwards and options (8,356) — (19,250) — Total undesignated derivative instruments ($111,252) ($119,736) ($181,858) ($191,251) Total Derivative Liabilities ($111,252) ($156,718) ($181,858) ($191,879) (1) The fair value amounts for the interest rate contracts do not include accrued interest. |
Summary of the Classification of Gains and Losses on Derivative Instruments and Balance Sheet Line Items in Which the Hedged Item is Included | The following tables summarize the gains and losses on derivative instruments for the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 (in thousands) Other income, net Other income, net Other income, net Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded $6,741 $40,671 $114,326 Gains (Losses) on Derivatives in Cash Flow Hedges Interest rate contracts Amount of gain (loss) reclassified from accumulated other comprehensive loss $21,940 ($17,010) $18,666 Amounts excluded from effectiveness testing — — — Gains (Losses) on Derivatives in Fair Value Hedges Interest rate contracts Hedged item 1,971 3,072 (2,568) Derivatives designated as hedging instruments (1,971) (3,072) 2,568 Gains (Losses) Derivatives Not Designated as Hedging Instruments Equity options (130,801) (23,882) 322,580 Cash convertible notes embedded cash conversion option 131,227 28,154 (321,213) Foreign exchange forwards and options 72,641 10,333 (12,429) Total gains (losses) on derivative instruments $ 95,007 ($2,405) $ 7,604 The following tables summarizes the balance sheet line item in which the hedged item is included as of December 31, 2022 and 2021: Carrying Amount of the Hedged Assets (Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets (Liabilities) (in thousands) 2022 2021 2022 2021 Balance Sheet line item in which the Hedged Item is included Current portion of long-term debt $— ($128,916) $— $1,971 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy for Financial Assets and Liabilities Measured on a Recurring Basis | The following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021: 2022 2021 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents $289,394 $94,828 $— $384,222 $366,117 $179,844 $— $545,961 Short-term investments 79,600 592,997 — 672,597 — 139,785 — 139,785 Non-marketable equity securities — — 5,329 5,329 — — 3,945 3,945 Equity options — 221,769 — 221,769 — 352,571 — 352,571 Foreign exchange forwards and options — 8,946 — 8,946 — 11,172 — 11,172 Interest rate contracts - cash flow hedge — 12,256 — 12,256 — — — — Interest rate contracts - fair value hedge — — — — — 1,971 — 1,971 $368,994 $930,796 $5,329 $1,305,119 $366,117 $685,343 $3,945 $1,055,405 Liabilities: Foreign exchange forwards and options $— ($8,356) $— ($8,356) $— ($19,250) $— ($19,250) Interest rate contracts - cash flow hedge — (36,982) — (36,982) — (628) — (628) Equity options — (222,632) — (222,632) — (353,859) — (353,859) Contingent consideration — — (18,088) (18,088) — — (24,100) (24,100) $— ($267,970) ($18,088) ($286,058) $— ($373,737) ($24,100) ($397,837) |
Summary of Activity for Liabilities with Level 3 Inputs | For contingent consideration liabilities with Level 3 inputs, the following table summarizes the activity for the years ended December 31, 2022 and 2021, all of which is related to 2018 acquisition of STAT-Dx: (in thousands) 2022 2021 Balance at beginning of year ($24,100) ($23,593) Changes in fair value 112 (507) Payments 5,900 — Balance at end of year ($18,088) ($24,100) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Instruments [Abstract] | |
Total Long-Term Debt, Net of Debt Issuance Costs | At December 31, 2022 and 2021, total long-term debt, net of debt issuance costs of $6.6 million and $8.4 million, respectively, consists of the following: (in thousands) 2022 2021 0.500% Senior Unsecured Cash Convertible Notes due 2023 $389,552 $375,149 1.000% Senior Unsecured Cash Convertible Notes due 2024 464,331 446,503 0.000% Senior Unsecured Convertible Notes due 2027 497,336 496,804 3.75% Series B Senior Notes due October 16, 2022 — 301,843 3.90% Series C Senior Notes due October 16, 2024 — 26,967 German Private Placement (2017 Schuldschein) 116,699 294,504 German Private Placement (2022 Schuldschein) 393,532 — Total long-term debt 1,861,450 1,941,770 Less current portion 389,552 847,626 Long-term portion $1,471,898 $1,094,144 Repayments of long-term debt for the years ended December 31, 2022, 2021 and 2020 consisted of: (in thousands) 2022 2021 2020 German Private Placement (2017 Schuldschein) $153,003 $41,145 $— 0.875% Senior Unsecured Cash Convertible Notes due 2021 — 200 296,400 3.75% Series B Senior Notes due October 16, 2022 300,000 — — 3.90% Series C Senior Notes due October 16, 2024 27,000 — — $480,003 $41,345 $296,400 The principal amount, carrying amount and fair values of long-term debt instruments are summarized below: As of December 31, 2022 (in thousands) Principal Amount Unamortized debt discount and Carrying Amount Fair Value Amount Leveling Cash Convertible Notes due 2023 $400,000 ($10,448) $389,552 $493,436 Level 1 Cash Convertible Notes due 2024 500,000 (35,669) 464,331 596,485 Level 1 Convertible Notes due 2027 500,000 (2,664) 497,336 471,545 Level 1 German Private Placement (2017 Schuldschein) 116,821 (122) 116,699 255,911 Level 2 German Private Placement (2022 Schuldschein) 394,638 (1,106) 393,532 345,743 Level 2 $1,911,459 ($50,009) $1,861,450 $2,163,120 As of December 31, 2021 (in thousands) Principal Amount Unamortized debt discount and Carrying Amount Fair Value Amount Leveling Cash Convertible Notes due 2023 $400,000 ($24,851) $375,149 $547,256 Level 1 Cash Convertible Notes due 2024 500,000 (53,497) 446,503 647,100 Level 1 Convertible Notes due 2027 500,000 (3,196) 496,804 536,400 Level 1 U.S. Private Placement (1) 328,971 (161) 328,810 331,566 Level 2 German Private Placement (2017 Schuldschein) 294,738 (234) 294,504 296,587 Level 2 $2,023,709 ($81,939) $1,941,770 $2,358,909 (1) The principal amount of the U.S. Private Placement includes $2.0 million as of December 31, 2021 for the impact of the interest rate swaps which qualify for hedge accounting as fair value hedges which are further discussed in Note 14 "Derivatives and Hedging". |
Future Maturities of Long-Term Debt | Future maturities (stated at the carrying values) of long-term debt as of December 31, 2022 are as follows: Years ending December 31, (in thousands) 2023 $389,552 2024 565,587 2025 54,803 2026 — 2027 610,134 Thereafter 241,374 $1,861,450 |
Interest Expense Related to the Cash Convertible Notes | Interest expense for the years ended December 31, 2022 and 2021 related to the 2027 Notes and the Cash Convertible Notes was comprised of the following: (in thousands) 2022 2021 Coupon interest $7,000 $7,000 Amortization of original issuance discount 30,170 28,864 Amortization of debt issuance costs 2,593 2,521 Total interest expense $39,763 $38,385 |
Interest Rate, Corresponding Maturities, and Contingent Conversion Periods of Cash Convertible Notes | The interest rate and corresponding maturity of each Note are summarized in the table below. The Cash Convertible Notes that remain outstanding as of December 31, 2022 are solely convertible into cash in whole, but not in part, at the option of noteholders under the circumstances described below and during the contingent conversion periods as shown in the table below. Cash Convertible Notes Annual Interest Rate Date of Interest Payments Maturity Date Contingent Conversion Period Conversion Rate per $200,000 Principal Amount 2023 Notes 0.500% March 13 and September 13 September 13, 2023 From October 24, 2017 to March 13, 2023 4,829.7279 2024 Notes 1.000% May 13 and November 13 November 13, 2024 From December 24, 2018 to August 2, 2024 4,360.3098 |
Summary of German Private Placement Tranches | A summary of the tranches is as follows: Carrying Value (in thousands) as of December 31, Currency Notional Amount Interest Rate Maturity 2022 2021 EUR €21.5 million Fixed 0.68% October 2022 $— $24,340 EUR €64.5 million Floating EURIBOR + 0.5% October 2022 — 73,020 USD $45.0 million Floating LIBOR + 1.2% October 2022 — 44,976 EUR €25.0 million Floating EURIBOR + 0.5% October 2022 — 28,298 EUR €64.0 million Fixed 1.09% June 2024 68,215 72,405 EUR €31.0 million Floating EURIBOR + 0.7% June 2024 33,041 35,071 EUR €14.5 million Fixed 1.61% June 2027 15,443 16,394 $116,699 $294,504 A summary of the tranches issued is as follows: Carrying Value (in thousands) as of Currency Notional Amount Interest Rate Maturity EUR €51.5 million Floating 6M EURIBOR + 0.55% July 2025 $54,803 EUR €62.0 million Fixed 2.741% July 2027 65,967 EUR €29.5 million Floating 6M EURIBOR + 0.70% July 2027 31,388 EUR €37.0 million Fixed 3.044% July 2029 39,365 EUR €103.0 million Floating 6M EURIBOR + 0.85% July 2029 109,585 EUR €9.5 million Fixed 3.386% July 2032 10,107 EUR €7.5 million Floating 6M EURIBOR + 1.0% July 2032 7,979 EUR €70.0 million Fixed 3.04% August 2035 74,338 $393,532 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Before Income Taxes | Income before income tax expense for the years ended December 31, 2022, 2021 and 2020 consisted of: (in thousands) 2022 2021 2020 Pretax income (loss) in the Netherlands $14,551 $7,062 ($38,242) Pretax income from foreign operations 498,050 618,771 477,714 $512,601 $625,833 $439,472 |
Provision for Income Taxes | Income tax expense for the years ended December 31, 2022, 2021 and 2020 are as follows: (in thousands) 2022 2021 2020 Current: The Netherlands $9,672 $1,714 $270 Foreign 89,321 116,808 86,720 98,993 118,522 86,990 Deferred: The Netherlands (683) (1,776) (6,921) Foreign (8,920) (3,512) 215 (9,603) (5,288) (6,706) Total income tax expense $89,390 $113,234 $80,284 |
Difference Between Income Taxes Computed at Statutory Rate and Reported Income Taxes and Effective Tax Rate | The principal items comprising the differences between income taxes computed at the Netherlands' statutory income tax rate and our effective tax rate for the years ended December 31, 2022, 2021 and 2020 are as follows: 2022 2021 2020 The Netherlands' statutory income tax rate 25.8 % 25.0 % 25.0 % Taxation of foreign operations, net (1) (4.9) (3.0) (2.1) Unrecognized tax benefits (2) 0.9 1.6 8.2 Excess tax benefit related to share-based compensation (0.5) (1.0) (0.6) Prior year taxes (1.1) 0.6 (1.6) Government incentives (3) (0.5) (0.6) (0.6) Changes in tax laws and rates (0.2) (0.4) (0.3) Tax impact from (deductible) nondeductible items (1.9) 0.2 (0.8) Valuation allowance 0.0 (4.4) (8.1) Other items, net (0.2) 0.1 (0.8) Effective tax rate 17.4 % 18.1 % 18.3 % (1) Our effective tax rate reflects the benefit of our global operations where certain income or loss is taxed at rates higher or lower than the Netherlands’ statutory income tax rate of 25.8% as well as the benefit of some income being partially exempt from income taxes. These foreign tax benefits are due to a combination of favorable tax laws, regulations and exemptions in certain jurisdictions. Partial tax exemptions exist on foreign income primarily derived from operations in Germany, the Netherlands and Singapore. Further, we have intercompany financing arrangements in which the intercompany income is nontaxable in Dubai or partially exempt or subject to lower statutory income tax rates. (2) In 2020, we recorded tax accruals related to the potential nondeductibility of the $95.0 million expense reimbursement paid in connection with the unsuccessful acquisition attempt by Thermo Fisher. (3) Government incentives include tax credits in the U.S. relating to research and development expense and other government incentives. |
Changes in Amounts of Unrecognized Tax Benefits | Changes in the amount of unrecognized tax benefits for the years ended December 31, 2022, 2021 and 2020 are as follows: (in thousands) 2022 2021 2020 Balance at beginning of year $103,618 $100,092 $58,002 Additions based on tax positions related to the current year 9,754 6,629 31,758 Additions for tax positions of prior years 4,544 5,036 3,560 Decrease for tax position of prior years (8,958) (266) (57) Decrease related to settlements (23,346) — — Decrease due to lapse of statute of limitations (580) (344) (520) (Decrease) increase from currency translation (5,749) (7,529) 7,349 Balance at end of year $79,283 $103,618 $100,092 |
Components of Net Deferred Tax Assets and Liabilities | The components of the net deferred tax assets at December 31, 2022 and 2021 are as follows: Deferred tax asset (liability) (in thousands) 2022 2021 Net operating loss and tax credit carryforward $53,155 $67,853 Intangible assets 33,510 4,066 Accrued and other liabilities 27,544 26,513 Share-based compensation 21,792 20,464 Property, plant and equipment 4,032 6,046 Convertible notes 3,621 5,231 Inventories 3,003 4,790 Disallowed interest carryforwards 1,511 16,219 Other 6,479 7,287 Deferred tax assets before valuation allowance 154,647 158,469 Valuation allowance (21,265) (21,326) Deferred tax assets, net after valuation allowance $133,382 $137,143 Intangible assets ($55,921) ($62,585) Property, plant and equipment (33,847) (29,241) Inventories (820) (3,935) Other (3,997) (6,077) Deferred tax liabilities ($94,585) ($101,838) Deferred tax assets, net $38,797 $35,305 |
Change in the Valuation Allowance | The changes in the valuation allowance for the years ended December 31, 2022, 2021 and 2020 were as follows: (in thousands) 2022 2021 2020 Balance at beginning of year ($21,326) ($37,332) ($87,619) Additions charged to income tax provision (4,470) (620) (6,614) Deductions charged to income tax provision 4,287 28,251 42,204 (Additions) reductions charged to additional paid-in capital — (13,513) 13,513 Currency translation 244 1,888 1,184 Balance at end of year ($21,265) ($21,326) ($37,332) |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Issuance of Warrants | Cash convertible notes Issued on Number of share warrants issued Exercise price per share Proceeds from issuance of warrants, net of issuance costs (in millions) Warrants expire over a period of 50 trading days beginning on 2023 September 13, 2017 9.7 $49.9775 $45.3 June 26, 2023 2024 November 13, 2018 10.9 $50.2947 $72.4 August 27, 2024 |
Accumulated Other Comprehensive Loss | The following table is a summary of the components of accumulated other comprehensive loss as of December 31, 2022 and 2021: (in thousands) 2022 2021 Net unrealized (loss) income on hedging contracts, net of tax ($15,637) $1,245 Net unrealized gain (loss) on pension, net of tax 645 (588) Foreign currency effects from intercompany long-term investment transactions, net of tax of $13.2 million and $12.4 million, respectively (33,311) (30,768) Foreign currency translation adjustments (355,788) (296,559) Accumulated other comprehensive loss ($404,091) ($326,670) |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of the Computation of Earnings per Common Share | The following schedule summarizes the information used to compute earnings per common share for the years ended December 31, 2022, 2021 and 2020: (in thousands, except per share data) 2022 2021 2020 Net income $423,211 $512,599 $359,188 Weighted average number of common shares used to compute basic earnings per common share 227,577 227,983 228,427 Dilutive effect of outstanding stock options and restrictive stock units 2,555 3,403 3,350 Dilutive effect of outstanding warrants 4 648 2,437 Weighted average number of common shares used to compute diluted earnings per common share 230,136 232,034 234,214 Outstanding stock options and awards having no dilutive effect, not included in above calculation 146 8 11 Outstanding warrants having no dilutive effect, not included in above calculation 20,556 19,912 26,438 Basic earnings per common share $1.86 $2.25 $1.57 Diluted earnings per common share $1.84 $2.21 $1.53 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments to Purchase Goods or Services and for Future License and Royalty Payments | At December 31, 2022, we had commitments to purchase goods or services, and for future license and royalty payments. They are as follows: Years ending December 31, (in thousands) Purchase License & 2023 $49,311 $3,804 2024 32,559 2,075 2025 22,362 1,718 2026 11,296 1,133 2027 11,508 1,170 Thereafter 211 8,641 $127,247 $18,541 |
Changes in the Carrying Amount of Warranty Liability | In the ordinary course of business, we provide a warranty to customers that our products are free of defects and will conform to published specifications. Generally, the applicable product warranty period is one year from the date of delivery of the product to the customer or of site acceptance, if required. Additionally, we typically provide limited warranties with respect to our services. We provide for estimated warranty costs at the time of the product sale. The changes in the carrying amount of warranty obligations for the years ended December 31, 2022 and 2021 are as follows: (in thousands) 2022 2021 Balance at beginning of year $6,324 $4,813 Provision charged to cost of sales 4,606 7,518 Usage (4,517) (5,774) Adjustments to previously provided warranties, net (1,277) (43) Currency translation (237) (190) Balance at end of year $4,899 $6,324 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting Information, Additional Information [Abstract] | |
Net Sales | Our country of domicile is the Netherlands, which reported net sales of $31.5 million, $28.3 million and $17.8 million for the years ended 2022, 2021 and 2020, respectively, and these amounts are included in the line item Europe, Middle East and Africa as shown in the table below. Net sales (in thousands) 2022 2021 2020 Americas: United States $909,616 $909,690 $728,577 Other Americas 88,139 97,686 96,880 Total Americas 997,755 1,007,376 825,457 Europe, Middle East and Africa 733,469 814,417 682,289 Asia Pacific, Japan and Rest of World 410,294 429,864 362,600 Total $2,141,518 $2,251,657 $1,870,346 |
Long-Lived Assets | Long-lived assets (in thousands) 2022 2021 Americas: United States $161,645 $158,949 Other Americas 2,997 2,805 Total Americas 164,642 161,754 Europe, Middle East and Africa: Germany 400,009 373,609 Other Europe, Middle East and Africa 75,045 78,608 Total Europe, Middle East and Africa 475,054 452,217 Asia Pacific and Japan 22,474 24,212 Total $662,170 $638,183 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement, Recognized Amount [Abstract] | |
Summary of the Status of Employee Stock Options | A summary of the status of employee stock options as of December 31, 2022 and changes during the year then ended is presented below: All Employee Options Number of Shares Weighted Average Weighted Average Aggregate Intrinsic Value Outstanding at January 1, 2022 18 $17.79 Exercised (7) $16.55 Expired (2) $18.68 Outstanding at December 31, 2022 9 $18.68 0.41 $272 Vested at December 31, 2022 9 $18.68 0.41 $272 Vested and expected to vest at December 31, 2022 9 $18.68 0.41 $272 |
Summary of Stock Units | A summary of stock units as of December 31, 2022 and changes during the year are presented below: Stock Units Stock Units Weighted Average Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2022 3,981 Granted 955 Vested (1,164) Forfeited (1) Outstanding at December 31, 2022 3,771 1.58 $188,036 Vested and expected to vest at December 31, 2022 3,467 1.55 $172,922 |
Compensation Expense | Share-based compensation expense before taxes for the years ended December 31, 2022, 2021 and 2020 totaled approximately $49.5 million, $38.4 million and $40.9 million, respectively, as shown in the table below. (in thousands) 2022 2021 2020 Cost of sales $2,577 $40 $2,897 Research and development 6,504 4,909 7,014 Sales and marketing 16,076 13,630 15,889 General and administrative 24,350 19,812 15,136 Share-based compensation expense 49,507 38,391 40,936 Less: Income tax benefit (1) 10,703 8,956 9,552 Net share-based compensation expense $38,804 $29,435 $31,384 (1) Does not include the excess tax benefit realized for the tax deductions of the share-based payment arrangements which totaled $2.7 million, $6.5 million and $2.5 million, respectively, for the years ended December 31, 2022, 2021 and 2020. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transactions | Net sales to related parties for the years ended December 31, 2022, 2021 and 2020 are as follows: (in thousands) 2022 2021 2020 Net sales $8,474 $9,089 $6,025 As of December 31, 2022 and 2021 balances with related parties are as follows: (in thousands) 2022 2021 Accounts receivable $5,136 $3,868 Prepaid expenses and other current assets $11,929 $16,956 Accounts payable $2,708 $4,149 Accrued and other current liabilities $3,518 $1,558 |
Corporate Information and Bas_2
Corporate Information and Basis of Presentation (Details) $ in Thousands, customer in Millions | 1 Months Ended | 12 Months Ended | |||
Apr. 01, 2022 | May 31, 2022 USD ($) | Dec. 31, 2022 USD ($) employee country customer | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Number of customers | customer | 0.5 | ||||
Number of employees | employee | 6,200 | ||||
Number of countries with employees in direct subsidiaries (at least) | country | 35 | ||||
Segment Reporting Information [Line Items] | |||||
Restructuring, acquisition, integration and other, net | $ 44,768 | $ 27,762 | $ 151,039 | ||
Cash consideration, net of cash acquired | (63,651) | $ 0 | $ (239,572) | ||
BLIRT S.A. | |||||
Segment Reporting Information [Line Items] | |||||
Cash consideration, net of cash acquired | $ (63,700) | ||||
Turkey | |||||
Segment Reporting Information [Line Items] | |||||
Three -year cumulative inflation rate, percent (exceeded) | 100% | ||||
Russia | |||||
Segment Reporting Information [Line Items] | |||||
Restructuring, acquisition, integration and other, net | $ 4,000 |
Effects of New Accounting Pro_2
Effects of New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Equity | $ 3,466,611 | $ 3,096,550 | $ 2,797,839 | $ 2,536,591 | ||
Additional Paid-In Capital | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Equity | 1,868,015 | 1,818,508 | 1,834,169 | 1,777,017 | ||
Retained Earnings | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Equity | $ 2,160,173 | $ 1,791,740 | 1,323,091 | 1,178,457 | ||
Impact of Change in Accounting Policy | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Equity | (53,789) | (15,074) | ||||
Impact of Change in Accounting Policy | Additional Paid-In Capital | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Equity | $ (54,100) | (54,052) | ||||
Impact of Change in Accounting Policy | Retained Earnings | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Equity | $ 300 | $ 263 | $ 15,100 | $ (15,074) | ||
Impact of Change in Accounting Policy, Pre-Tax | Retained Earnings | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Equity | $ 19,600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) segment reportingUnit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 03, 2020 | Jan. 01, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Significant Accounting Policies [Line Items] | ||||||
Net gain (loss) on foreign currency transactions | $ 2,700 | $ (9,000) | $ (4,100) | |||
Number of operating segments | segment | 1 | |||||
Number of reporting units | reportingUnit | 1 | |||||
Standard product warranty term | 1 year | |||||
Cost of sales | $ 756,955 | 800,837 | 637,631 | |||
Advertising costs | 15,800 | 13,500 | 9,500 | |||
Accounts receivable, allowance for credit loss | 22,880 | 23,124 | 27,052 | $ 12,115 | ||
Allowances for credit losses for loans receivable | 10,598 | 5,142 | 9,132 | 0 | ||
Recoveries collected | $ 0 | 288 | ||||
Minimum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful life of assets | 3 years | |||||
Maximum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful life of assets | 40 years | |||||
Impact of Change in Accounting Policy | ||||||
Significant Accounting Policies [Line Items] | ||||||
Accounts receivable, allowance for credit loss | 8,089 | |||||
Allowances for credit losses for other receivables | $ 10,200 | |||||
Allowances for credit losses for loans receivable | $ 1,300 | $ 11,543 | ||||
QIAGEN N.V. | Thermo Fischer Sceintific | ||||||
Significant Accounting Policies [Line Items] | ||||||
Minimum acceptance threshold | 66.67% | |||||
Acquisition-related expenses recorded within restructuring, acquisition, integration and other expenses | 125,500 | |||||
Payments for expense reimbursement | 95,000 | |||||
Patents | Minimum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives finite intangible assets | 1 year | |||||
Patents | Maximum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives finite intangible assets | 20 years | |||||
Shipping and Handling | Sales and Marketing Expense | ||||||
Significant Accounting Policies [Line Items] | ||||||
Cost of sales | $ 34,400 | $ 31,700 | $ 32,100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Exchange Rates of Key Currencies (Details) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Euro (EUR) | |||
Schedule of Foreign Currency Exchange Rates [Line Items] | |||
Closing rate | 1.0666 | 1.1326 | |
Annual average rate | 1.0542 | 1.1832 | 1.1411 |
Pound Sterling (GBP) | |||
Schedule of Foreign Currency Exchange Rates [Line Items] | |||
Closing rate | 1.2026 | 1.3479 | |
Annual average rate | 1.2376 | 1.3758 | 1.2836 |
Swiss Franc (CHF) | |||
Schedule of Foreign Currency Exchange Rates [Line Items] | |||
Closing rate | 1.0832 | 1.0963 | |
Annual average rate | 1.0486 | 1.0940 | 1.0659 |
Australian Dollar (AUD) | |||
Schedule of Foreign Currency Exchange Rates [Line Items] | |||
Closing rate | 0.6797 | 0.7253 | |
Annual average rate | 0.6952 | 0.7514 | 0.6905 |
Canadian Dollar (CAD) | |||
Schedule of Foreign Currency Exchange Rates [Line Items] | |||
Closing rate | 0.7386 | 0.7869 | |
Annual average rate | 0.7692 | 0.7977 | 0.7463 |
Japanese Yen (JPY) | |||
Schedule of Foreign Currency Exchange Rates [Line Items] | |||
Closing rate | 0.0076 | 0.0087 | |
Annual average rate | 0.0077 | 0.0091 | 0.0094 |
Chinese Yuan (CNY) | |||
Schedule of Foreign Currency Exchange Rates [Line Items] | |||
Closing rate | 0.1450 | 0.1574 | |
Annual average rate | 0.1489 | 0.1550 | 0.1450 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Cash at bank and on hand | $ 122,314 | $ 235,381 |
Money market funds | 289,394 | 366,117 |
Commercial paper | 94,828 | 179,844 |
Short-term bank deposits | 224,133 | 99,174 |
Cash and cash equivalents | $ 730,669 | $ 880,516 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Changes in the Allowance for Credit Losses on Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of year | $ 23,124 | $ 27,052 | $ 12,115 |
Provisions for expected credit losses | 4,483 | 18 | 16,439 |
Deductions from allowance | (2,685) | (1,249) | (9,868) |
Recoveries collected | 0 | 288 | |
Currency translation adjustments and other | (2,042) | (2,985) | 277 |
Balance at end of year | 22,880 | 23,124 | 27,052 |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance, at beginning of year | 5,142 | 9,132 | 0 |
Provisions for expected credit losses | 5,574 | 2,155 | 1,325 |
Deductions from allowance | 0 | (6,049) | (3,916) |
Recoveries collected | 0 | 12 | |
Currency translation adjustments and other | (118) | (108) | 180 |
Balance, at end of year | $ 10,598 | $ 5,142 | 9,132 |
Impact of Adoption | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of year | 8,089 | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance, at beginning of year | $ 11,543 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Raw materials | $ 97,613 | $ 94,748 |
Work in process | 85,488 | 67,679 |
Finished goods | 174,859 | 165,098 |
Total inventories, net | $ 357,960 | $ 327,525 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | 36 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Contract assets | $ 9,768 | $ 14,082 | $ 9,768 |
Contract liabilities | 84,200 | 74,700 | 84,200 |
Contract liabilities, current | 69,000 | 63,368 | 69,000 |
Revenue recognized related to advance customer payments previously received | 57,600 | 54,900 | |
Accrued and Other Current Liabilities | |||
Disaggregation of Revenue [Line Items] | |||
Contract liabilities, current | 69,000 | 63,400 | 69,000 |
Other Long-Term Liabilities | |||
Disaggregation of Revenue [Line Items] | |||
Contract liabilities, noncurrent | $ 15,200 | $ 11,300 | $ 15,200 |
Sales Revenue, Net | Product Concentration Risk | Consumable Products | Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk | 80% | ||
Sales Revenue, Net | Product Concentration Risk | Consumable Products | Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk | 81% | ||
Sales Revenue, Net | Product Concentration Risk | Related Revenue | Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of net sales | 6% | ||
Sales Revenue, Net | Product Concentration Risk | Related Revenue | Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of net sales | 8% | ||
Sales Revenue, Net | Product Concentration Risk | Instruments | Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of net sales | 12% | ||
Sales Revenue, Net | Product Concentration Risk | Instruments | Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of net sales | 14% |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 $ in Millions | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 54.5 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected recognition period | 12 months |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected recognition period | 18 months |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue based on Product Categories and Customer Class (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 2,141,518 | $ 2,251,657 | $ 1,870,346 |
Molecular Diagnostics | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,126,227 | 1,143,664 | 903,976 |
Life Sciences | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,015,291 | 1,107,993 | 966,370 |
Consumables and related | Molecular Diagnostics | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,029,791 | 1,027,215 | 774,234 |
Consumables and related | Life Sciences | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 859,133 | 959,093 | 841,201 |
Instruments | Molecular Diagnostics | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 96,436 | 116,449 | 129,742 |
Instruments | Life Sciences | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 156,158 | $ 148,900 | $ 125,169 |
Revenue - Disaggregation of R_2
Revenue - Disaggregation of Revenue Based on Product Category (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 2,141,518 | $ 2,251,657 | $ 1,870,346 |
Sample technologies | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 796,932 | 850,636 | 803,867 |
Diagnostic solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 660,879 | 638,759 | 460,757 |
PCR / Nucleic acid amplification | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 390,804 | 433,972 | 363,552 |
Genomics / NGS | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 224,797 | 245,066 | 165,570 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 68,106 | $ 83,224 | $ 76,600 |
Acquisitions - Business Combina
Acquisitions - Business Combinations, Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jan. 03, 2023 | Sep. 30, 2020 | Sep. 17, 2020 | May 31, 2022 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 16, 2020 | |
Business Acquisition [Line Items] | |||||||||
Cash consideration, net of cash acquired | $ 63,651 | $ 0 | $ 239,572 | ||||||
Carrying value of equity investments | 17,906 | 21,137 | |||||||
Restructuring, acquisition, integration and other, net | $ 44,768 | 27,762 | 151,039 | ||||||
Weighted average amortization period for intangible assets | 10 years 10 months 13 days | ||||||||
Developed Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted average amortization period for intangible assets | 10 years 8 months 4 days | ||||||||
NeuMoDx | |||||||||
Business Acquisition [Line Items] | |||||||||
Carrying value of equity investments | $ 41,000 | ||||||||
Verogen Inc. | Subsequent Event | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration paid | $ 150,000 | ||||||||
BLIRT S.A. | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration, net of cash acquired | $ 63,700 | ||||||||
NeuMoDx | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration paid | $ 251,730 | $ 251,700 | $ 251,730 | ||||||
Percentage of shares acquired | 80.10% | ||||||||
Percent of shares held prior to acquisition | 19.90% | ||||||||
Acquisition related costs | $ 2,500 | ||||||||
Acquisition related costs expensed | 1,800 | ||||||||
Fair value of minority interest | 52,727 | 52,727 | 52,700 | ||||||
Gain on revaluation in connection with acquisition of remaining minority interest | 11,700 | ||||||||
Accrued litigation related liability | $ 18,770 | 69,585 | 69,585 | ||||||
Restructuring, acquisition, integration and other, net | $ 2,000 | ||||||||
Weighted average amortization period for intangible assets | 10 years | ||||||||
Pro forma net sales | 1,900,000 | ||||||||
Pro forma net income (loss) | $ 347,000 | ||||||||
Pro forma diluted net loss per common share (in USD per share) | $ 1.48 | ||||||||
NeuMoDx | Pending Litigation | |||||||||
Business Acquisition [Line Items] | |||||||||
Accrued litigation related liability | 55,000 | $ 55,000 | |||||||
NeuMoDx | Litigation Settlement | |||||||||
Business Acquisition [Line Items] | |||||||||
Legal settlement amount awarded | $ 53,000 | ||||||||
NeuMoDx | Control Premium | |||||||||
Business Acquisition [Line Items] | |||||||||
Minority interest investment, measurement input | 0.20 | ||||||||
NeuMoDx | Developed Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Expected completion term | 4 years |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Purchase Price Allocation | ||||||
Goodwill | $ 2,364,031 | $ 2,352,569 | $ 2,350,763 | $ 2,364,031 | ||
Difference | ||||||
Goodwill | $ (303) | $ 33,716 | ||||
NeuMoDx | ||||||
Purchase Price Allocation | ||||||
Cash consideration | $ 251,730 | $ 251,700 | 251,730 | |||
Fair value of minority interest | 52,727 | 52,727 | 52,700 | |||
Purchase price | 304,457 | 304,457 | ||||
Cash and cash equivalents | 12,291 | 12,291 | 12,291 | |||
Accounts receivable | 5,691 | 5,691 | 5,691 | |||
Inventories | 18,866 | 20,271 | 20,271 | |||
Prepaid expenses and other current assets | 5,943 | 5,961 | 5,961 | |||
Accounts payable | (11,168) | (12,450) | (12,450) | |||
Accruals and other current liabilities | (18,770) | (69,585) | (69,585) | |||
Other long-term liabilities | (4,101) | (4,101) | (4,101) | |||
Fixed and other long-term assets | 6,698 | 7,076 | 7,076 | |||
Goodwill | 149,877 | 191,343 | 191,343 | |||
Deferred tax asset | 0 | 30,057 | 30,057 | |||
Deferred tax liability on fair value of identifiable intangible assets acquired | (46,440) | (39,267) | (39,267) | |||
Total | 304,457 | 304,457 | 304,457 | |||
Difference | ||||||
Cash consideration | 0 | |||||
Fair value of minority interest | 0 | |||||
Purchase price | 0 | |||||
Cash and cash equivalents | 0 | |||||
Accounts receivable | 0 | |||||
Inventories | 1,405 | |||||
Prepaid expenses and other current assets | 18 | |||||
Accounts payable | (1,282) | |||||
Accruals and other current liabilities | (50,815) | |||||
Other long-term liabilities | 0 | |||||
Fixed and other long-term assets | 378 | |||||
Goodwill | 41,466 | |||||
Deferred tax asset | 30,057 | |||||
Deferred tax liability on fair value of identifiable intangible assets acquired | 7,173 | |||||
Total | 0 | |||||
NeuMoDx | Developed technology | ||||||
Purchase Price Allocation | ||||||
Intangible assets | 119,100 | 101,000 | 101,000 | |||
Difference | ||||||
Intangible assets | (18,100) | |||||
NeuMoDx | In-process research and development | ||||||
Purchase Price Allocation | ||||||
Intangible assets | 64,800 | 55,000 | 55,000 | |||
Difference | ||||||
Intangible assets | (9,800) | |||||
NeuMoDx | Patent and license rights | ||||||
Purchase Price Allocation | ||||||
Intangible assets | 770 | 770 | 770 | |||
Difference | ||||||
Intangible assets | 0 | |||||
NeuMoDx | Customer backlog | ||||||
Purchase Price Allocation | ||||||
Intangible assets | $ 900 | 400 | $ 400 | |||
Difference | ||||||
Intangible assets | $ (500) |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring accrual | $ 4,639 | $ 4,639 | $ 1,714 |
Future pre-tax costs expected to be incurred | $ 3,000 | $ 3,000 | |
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring, acquisition, integration and other, net | Restructuring, acquisition, integration and other, net | |
Accrued Liabilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring accrual | $ 4,600 | $ 4,600 | |
2022 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related cost, expected | 8,000 | 8,000 | |
Restructuring costs incurred | 5,000 | 4,612 | |
Restructuring accrual | 4,639 | 4,639 | |
2022 Restructuring Plan | Inventory Write-downs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs incurred | $ 400 | ||
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of sales | ||
2022 Restructuring Plan | Personnel related | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs incurred | $ 4,100 | 4,121 | |
Restructuring accrual | $ 4,145 | $ 4,145 | |
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of sales | ||
2022 Restructuring Plan | Consulting and other costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs incurred | $ 500 | ||
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring, acquisition, integration and other, net |
Restructuring - Summary of Bala
Restructuring - Summary of Balance Sheet Components of Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring accruals | $ 4,639 | $ 4,639 | $ 1,714 |
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring, acquisition, integration and other, net | Restructuring, acquisition, integration and other, net | |
2022 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Cost incurred in 2022 | $ 5,000 | $ 4,612 | |
Foreign currency translation adjustment | 27 | ||
Restructuring accruals | 4,639 | 4,639 | |
2022 Restructuring Plan | Personnel Related | |||
Restructuring Cost and Reserve [Line Items] | |||
Cost incurred in 2022 | 4,100 | 4,121 | |
Foreign currency translation adjustment | 24 | ||
Restructuring accruals | $ 4,145 | 4,145 | |
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of sales | ||
2022 Restructuring Plan | Contract and Other Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Cost incurred in 2022 | 491 | ||
Foreign currency translation adjustment | 3 | ||
Restructuring accruals | $ 494 | $ 494 |
Short-Term Investments - Summar
Short-Term Investments - Summary of Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Investments [Line Items] | ||
Short-term investments | $ 687,597 | $ 184,785 |
Commercial paper | ||
Schedule of Investments [Line Items] | ||
Short-term investments | 672,597 | 139,785 |
Money market deposits | ||
Schedule of Investments [Line Items] | ||
Short-term investments | $ 15,000 | $ 45,000 |
Short-Term Investments - Narrat
Short-Term Investments - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Investments [Abstract] | ||
Short-term investments | $ 687,597 | $ 184,785 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Fair value of derivative instruments | $ 111,617 | $ 175,284 |
Income taxes receivable | 53,394 | 45,116 |
Prepaid expenses | 50,958 | 60,629 |
Value added tax | 28,130 | 22,884 |
Cash collateral | 21,083 | 11,200 |
Other receivables | 18,997 | 19,201 |
Contract assets | 9,768 | 14,082 |
Loan receivables | 29 | 6,249 |
Total prepaid expenses and other current assets | $ 293,976 | $ 354,645 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,165,137 | $ 1,270,599 |
Less: Accumulated depreciation and amortization | (502,967) | (632,416) |
Property, plant and equipment, net | $ 662,170 | 638,183 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 40 years | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 25,480 | 26,732 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 362,794 | 371,834 |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 40 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 294,156 | 343,968 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 262,007 | 281,226 |
Computer software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Computer software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 20 years | |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 90,293 | 106,016 |
Furniture and office equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Furniture and office equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 130,407 | $ 140,823 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 89.5 | $ 85.4 | $ 78.6 |
Amortization expense related to computer software costs | 10.8 | 9.2 | 7.4 |
Unamortized balance of computer software to be sold, leased or marketed | 69.2 | 56.9 | |
Repairs and maintenance expense | $ 16.8 | $ 16.2 | $ 13.8 |
Investments - Summary of Equity
Investments - Summary of Equity Method Investments Included in Other Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Investments [Line Items] | |||
Equity investments | $ 17,906 | $ 21,137 | |
Share of income (loss) for the year | $ 3,758 | 11,987 | $ 5,018 |
PreAnalytiX GmbH | |||
Schedule of Investments [Line Items] | |||
Ownership percentage | 50% | ||
Equity investments | $ 6,856 | 10,291 | |
Share of income (loss) for the year | $ 4,377 | 10,412 | 3,070 |
Apis Assay Technologies Ltd | |||
Schedule of Investments [Line Items] | |||
Ownership percentage | 19% | ||
Equity investments | $ 4,102 | 3,713 | |
Share of income (loss) for the year | $ 389 | 1,773 | 1,221 |
TVM Life Science Ventures III | |||
Schedule of Investments [Line Items] | |||
Ownership percentage | 3.10% | ||
Equity investments | $ 3,872 | 3,669 | |
Share of income (loss) for the year | $ (901) | (264) | 630 |
Suzhou Fuda Business Management and Consulting Partnership | |||
Schedule of Investments [Line Items] | |||
Ownership percentage | 33.67% | ||
Equity investments | $ 2,608 | 2,832 | |
Share of income (loss) for the year | $ 0 | 0 | 0 |
Actome GmbH | |||
Schedule of Investments [Line Items] | |||
Ownership percentage | 12.50% | ||
Equity investments | $ 779 | 1,045 | |
Share of income (loss) for the year | $ (201) | (31) | 0 |
Hombrechtikon Systems Engineering AG | |||
Schedule of Investments [Line Items] | |||
Ownership percentage | 19% | ||
Equity investments | $ (311) | (413) | |
Share of income (loss) for the year | $ 94 | $ 97 | $ 97 |
Investments - Narrative (Detail
Investments - Narrative (Details) $ in Thousands, shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) variableInterestEntity | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) shares | |
Schedule of Investments [Line Items] | |||
Carrying value of equity investments | $ 17,906 | $ 21,137 | |
Non-marketable investments | 5,329 | 3,945 | $ 4,142 |
Additional investments in non-marketable investments | 100 | 100 | |
Impairment | 400 | ||
Cumulative upward adjustments for price changes for non-marketable investments not accounted for under the equity method | 700 | 700 | |
Realized gain on sale | 32,300 | ||
Total realized gain (loss) during the period | (5,700) | ||
Short-Term Investments | |||
Schedule of Investments [Line Items] | |||
Total realized gain (loss) during the period | (5,400) | ||
Long-Term Investments | |||
Schedule of Investments [Line Items] | |||
Total realized gain (loss) during the period | (300) | ||
VIE | |||
Schedule of Investments [Line Items] | |||
Carrying value of equity investments | $ 8,400 | 8,000 | |
Number of variable interest entities | variableInterestEntity | 4 | ||
Other Long-Term Assets | |||
Schedule of Investments [Line Items] | |||
Carrying value of equity investments | $ 18,200 | ||
Other Long-Term Assets | VIE | |||
Schedule of Investments [Line Items] | |||
Carrying value of equity investments | 8,400 | ||
Maximum loss exposure | 8,700 | ||
Other Long-Term Liabilities | |||
Schedule of Investments [Line Items] | |||
Carrying value of equity investments | (300) | ||
Other Long-Term Liabilities | VIE | |||
Schedule of Investments [Line Items] | |||
Carrying value of equity investments | 300 | 400 | |
Actome GmbH | |||
Schedule of Investments [Line Items] | |||
Carrying value of equity investments | $ 779 | 1,045 | |
Payments for equity method investments | 1,100 | ||
Ownership percentage | 12.50% | ||
TVM Life Science Ventures III | |||
Schedule of Investments [Line Items] | |||
Carrying value of equity investments | $ 3,872 | 3,669 | |
Payments for equity method investments | $ 1,100 | 2,400 | |
Ownership percentage | 3.10% | ||
TVM Life Science Ventures III | Investment Commitiment | |||
Schedule of Investments [Line Items] | |||
Unfunded commitment through 2029 | $ 9,200 | ||
PreAnalytiX GmbH | |||
Schedule of Investments [Line Items] | |||
Carrying value of equity investments | $ 6,856 | 10,291 | |
Ownership percentage | 50% | ||
Dividends received | $ 7,500 | 4,700 | $ 4,400 |
ArcherDX | |||
Schedule of Investments [Line Items] | |||
Ownership percentage | 8% | ||
Proceeds from sale of non-marketable investments | $ 21,100 | ||
Shares received in initial consideration (in shares) | shares | 2.4 | ||
Shares received in earn-out (in shares) | shares | 0.4 | ||
ArcherDX | Other Income, Net | |||
Schedule of Investments [Line Items] | |||
Gain (loss) on sale of equity securities | $ 102,000 | ||
One Investment Sold | |||
Schedule of Investments [Line Items] | |||
Proceeds from sale of non-marketable investments | $ 3,700 | ||
Two investments sold | |||
Schedule of Investments [Line Items] | |||
Non-marketable investments | 2,500 | ||
Proceeds from sale of non-marketable investments | 300 | ||
Two investments sold | Other Income, Net | |||
Schedule of Investments [Line Items] | |||
Gain (loss) on sale of equity securities | $ (2,300) |
Investments - Changes in Non-Ma
Investments - Changes in Non-Marketable Investments Not Accounted for Under the Equity Method (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Securities Without Readily Determinable Fair Value [Roll Forward] | ||
Balance at beginning of year | $ 3,945 | $ 4,142 |
Cash investments in equity securities, net | 52 | 81 |
Shares received in exchange for services | 1,475 | 0 |
Foreign currency translation adjustments | (143) | (278) |
Balance at end of year | $ 5,329 | $ 3,945 |
Investments - Changes in Market
Investments - Changes in Marketable Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Securities, FV-NI [Roll Forward] | ||
(Loss) gain on change in fair value | $ (5,700) | |
Invitae | ||
Investments Owned [Roll Forward] | ||
Balance at beginning of period (in shares) | 2,769,189 | |
Shares received upon milestone achievement (in shares) | 1,100,190 | |
Sale of investment (in shares) | (3,869,379) | |
Balance at end of period (in shares) | 0 | 2,769,189 |
Equity Securities, FV-NI [Roll Forward] | ||
Balance Beginning of period | $ 115,780 | |
Shares received upon milestone achievement | 35,338 | |
(Loss) gain on change in fair value | (3,066) | |
Sale of investment | (148,052) | |
Balance, End of period | $ 0 | $ 115,780 |
OncoCyte | ||
Investments Owned [Roll Forward] | ||
Balance at beginning of period (in shares) | 88,101 | |
Shares received upon milestone achievement (in shares) | 30,152 | |
Sale of investment (in shares) | (118,253) | |
Balance at end of period (in shares) | 0 | 88,101 |
Equity Securities, FV-NI [Roll Forward] | ||
Balance Beginning of period | $ 211 | |
Shares received upon milestone achievement | 147 | |
(Loss) gain on change in fair value | 123 | |
Sale of investment | (481) | |
Balance, End of period | $ 0 | $ 211 |
Oncimmune Holdings plc (Oncimmune) | ||
Investments Owned [Roll Forward] | ||
Balance at beginning of period (in shares) | 560,416 | |
Shares received upon milestone achievement (in shares) | 86,218 | |
Sale of investment (in shares) | (646,634) | |
Balance at end of period (in shares) | 0 | 560,416 |
Equity Securities, FV-NI [Roll Forward] | ||
Balance Beginning of period | $ 1,258 | |
Shares received upon milestone achievement | 220 | |
(Loss) gain on change in fair value | 61 | |
Sale of investment | (1,539) | |
Balance, End of period | $ 0 | $ 1,258 |
HTG Molecular Diagnostics, Inc (HTGM) | ||
Investments Owned [Roll Forward] | ||
Balance at beginning of period (in shares) | 55,556 | |
Shares received upon milestone achievement (in shares) | 0 | |
Sale of investment (in shares) | (55,556) | |
Balance at end of period (in shares) | 0 | 55,556 |
Equity Securities, FV-NI [Roll Forward] | ||
Balance Beginning of period | $ 266 | |
Shares received upon milestone achievement | 0 | |
(Loss) gain on change in fair value | 65 | |
Sale of investment | (331) | |
Balance, End of period | $ 0 | $ 266 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Intangible Assets by Major Asset Class (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (in years) | 10 years 10 months 13 days | ||
Gross Carrying Amount | $ 1,210,953 | $ 1,372,284 | |
Accumulated Amortization | (727,691) | (806,787) | |
Goodwill | 2,352,569 | 2,350,763 | $ 2,364,031 |
Intangible assets | 2,414,103 | 2,412,702 | |
In-process research and development | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 61,534 | 61,939 | |
Patent and license rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (in years) | 10 years 10 months 20 days | ||
Gross Carrying Amount | $ 203,549 | 297,986 | |
Accumulated Amortization | $ (140,632) | (202,569) | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (in years) | 10 years 8 months 4 days | ||
Gross Carrying Amount | $ 780,233 | 810,420 | |
Accumulated Amortization | $ (407,401) | (400,021) | |
Customer base, trademarks, and non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (in years) | 12 years 4 months 17 days | ||
Gross Carrying Amount | $ 227,171 | 263,878 | |
Accumulated Amortization | $ (179,658) | $ (204,197) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Changes in Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets [Roll Forward] | |||
Balance at beginning of year | $ 627,436 | $ 726,194 | |
Additions | 19,632 | 23,969 | |
Additions from acquisitions | 17,247 | 0 | |
Amortization | (93,714) | (104,371) | $ (103,200) |
Disposals | (35) | (4,571) | |
Impairments | (12,829) | 0 | |
Foreign currency translation adjustments | (12,941) | (13,785) | |
Balance at end of year | 544,796 | 627,436 | 726,194 |
Goodwill [Roll Forward] | |||
Balance at beginning of year | 2,350,763 | 2,364,031 | |
Business combinations | 42,201 | 0 | |
Purchase adjustments | (303) | 33,716 | |
Foreign currency translation adjustments | (40,092) | (46,984) | |
Balance at end of year | $ 2,352,569 | $ 2,350,763 | $ 2,364,031 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Fully amortized intangible assets, retired | $ 135,300 | ||
Intangible assets additions | 19,632 | $ 23,969 | |
Cash paid for purchases of intangible assets | 20,112 | 16,630 | $ 171,450 |
Cash paid for purchases of intangible assets accrued in prior years | 4,800 | ||
Amortization of intangible assets | 93,714 | 104,371 | $ 103,200 |
Impairments | (12,829) | 0 | |
2022 Restructuring Plan | Affiliated Entity | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairments | (12,800) | ||
Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets additions | 24,000 | ||
Cash paid for purchases of intangible assets | 10,900 | 8,100 | |
Prepaid Expenses and Other Current Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets additions | 7,000 | 900 | |
Other Long-term Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cash paid for purchases of intangible assets | 4,400 | 200 | |
Licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets additions | $ 1,700 | 15,000 | |
Cash paid for purchases of intangible assets accrued in prior years | $ 8,400 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization of Intangibles for the Next Five Years (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 87,794 |
2024 | 84,412 |
2025 | 73,280 |
2026 | 65,875 |
2027 | $ 60,410 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Lease cost | $ 27 | $ 27.2 |
Operating leases that have not yet commenced | $ 8.3 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease terms | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease terms | 15 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet and Other Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 95,523 | $ 100,894 |
Current operating lease liabilities | 22,220 | 22,048 |
Long-term operating lease liabilities | $ 71,406 | $ 76,534 |
Weighted average remaining lease term - operating leases | 6 years 11 months 1 day | 7 years 9 months 18 days |
Weighted average discount rate | 2.08% | 1.90% |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other long-term assets | Other long-term assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued And Other Liabilities, Current | Accrued And Other Liabilities, Current |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for operating leases included in cash flows from operating activities | $ 26,842 | $ 27,429 |
Operating lease right-of-use assets obtained in exchange for lease obligations | $ 25,148 | $ 26,784 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 23,747 |
2024 | 18,693 |
2025 | 13,598 |
2026 | 9,361 |
2027 | 7,285 |
Thereafter | 28,256 |
Total lease payments | 100,940 |
Less: Imputed interest | (7,314) |
Total | $ 93,626 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Fair value of derivative instruments | $ 111,252 | $ 181,858 |
Payroll and related accruals | 99,885 | 100,756 |
Deferred revenue | 69,000 | 63,368 |
Accrued expenses | 62,469 | 54,271 |
Other liabilities | 54,548 | 66,589 |
Operating lease liabilities | 22,220 | 22,048 |
Cash collateral | 21,755 | 9,200 |
Income taxes payable | 13,980 | 27,669 |
Accrued royalties | 12,877 | 12,559 |
Accrued contingent consideration and milestone payments | 8,181 | 24,100 |
Accrued interest on long-term debt | 5,431 | 4,488 |
Restructuring accruals | 4,639 | 1,714 |
Total accrued and other current liabilities | $ 486,237 | $ 568,620 |
Derivatives and Hedging - Narra
Derivatives and Hedging - Narrative (Details) SFr in Millions | 1 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 EUR (€) derivative | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 EUR (€) | Sep. 30, 2022 CHF (SFr) | Jul. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | Dec. 31, 2017 USD ($) | Dec. 31, 2015 EUR (€) derivative | |
Derivative [Line Items] | |||||||||
Face amount of debt instrument | $ 1,911,459,000 | $ 2,023,709,000 | |||||||
Derivative gains (losses) included in accumulated other comprehensive income expected to be reclassified within twelve months | 1,200,000 | ||||||||
Cash Flow Hedge | |||||||||
Derivative [Line Items] | |||||||||
Number of new derivatives entered into | derivative | 5 | ||||||||
German Private Corporate Bond (Schuldschein) | Private Placement Bond | |||||||||
Derivative [Line Items] | |||||||||
Face amount of debt instrument | 116,821,000 | 294,738,000 | $ 331,100,000 | ||||||
Unrealized gain (loss) recorded in equity | 5,200,000 | ||||||||
German Private Corporate Bond (Schuldschein) | Private Placement Bond | Designated as Hedging Instrument | |||||||||
Derivative [Line Items] | |||||||||
Face amount of debt instrument | € | € 109,500,000 | € 370,000,000 | € 255,000,000 | ||||||
Unrealized gain (loss) recorded in equity | (22,600,000) | (2,100,000) | |||||||
Accrued and Other Current Liabilities | |||||||||
Derivative [Line Items] | |||||||||
Derivative liability fair value | (21,800,000) | (9,200,000) | |||||||
Prepaid Expenses and Other Current Assets | |||||||||
Derivative [Line Items] | |||||||||
Derivative asset fair value | 21,100,000 | 11,200,000 | |||||||
Interest Rate Swap | Cash Flow Hedge | |||||||||
Derivative [Line Items] | |||||||||
Derivative asset notional amount | SFr | SFr 542 | ||||||||
Interest Rate Swap | Designated as Hedging Instrument | |||||||||
Derivative [Line Items] | |||||||||
Unrealized gain (loss) recorded in equity | 5,800,000 | ||||||||
Derivative asset notional amount | € | € 135,000,000 | ||||||||
Interest Rate Swap | Prepaid Expenses and Other Current Assets | Cash Flow Hedge | |||||||||
Derivative [Line Items] | |||||||||
Interest receivable | 5,500,000 | 1,400,000 | |||||||
Interest Rate Swap | Prepaid Expenses and Other Current Assets | Fair Value Hedge | |||||||||
Derivative [Line Items] | |||||||||
Interest receivable | 600,000 | ||||||||
Interest Rate Swap | Derivative Contracts 2015 | |||||||||
Derivative [Line Items] | |||||||||
Derivative asset notional amount | € | € 180,000,000 | ||||||||
Number of derivative instruments | derivative | 5 | ||||||||
Foreign Exchange Contracts | Undesignated Derivative Instruments | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | $ 466,000,000 | $ 1,300,000,000 |
Derivatives and Hedging - Summa
Derivatives and Hedging - Summary of Fair Value Amounts of Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Current Asset | $ 111,617 | $ 175,284 |
Long-Term Asset | 131,354 | 190,430 |
Current Liability | (111,252) | (181,858) |
Long-Term Liability | (156,718) | (191,879) |
Derivative instruments designated as hedges | ||
Derivative [Line Items] | ||
Current Asset | 0 | 1,971 |
Long-Term Asset | 12,256 | 0 |
Current Liability | 0 | 0 |
Long-Term Liability | (36,982) | (628) |
Derivative instruments designated as hedges | Interest rate contracts | Cash Flow Hedge | ||
Derivative [Line Items] | ||
Current Asset | 0 | 0 |
Long-Term Asset | 12,256 | 0 |
Current Liability | 0 | 0 |
Long-Term Liability | (36,982) | (628) |
Derivative instruments designated as hedges | Interest rate contracts | Fair Value Hedge | ||
Derivative [Line Items] | ||
Current Asset | 0 | 1,971 |
Long-Term Asset | 0 | 0 |
Undesignated derivative instruments | ||
Derivative [Line Items] | ||
Current Asset | 111,617 | 173,313 |
Long-Term Asset | 119,098 | 190,430 |
Current Liability | (111,252) | (181,858) |
Long-Term Liability | (119,736) | (191,251) |
Undesignated derivative instruments | Equity options | ||
Derivative [Line Items] | ||
Current Asset | 102,671 | 162,141 |
Long-Term Asset | 119,098 | 190,430 |
Current Liability | (102,896) | (162,608) |
Long-Term Liability | (119,736) | (191,251) |
Undesignated derivative instruments | Foreign exchange forwards and options | ||
Derivative [Line Items] | ||
Current Asset | 8,946 | 11,172 |
Long-Term Asset | 0 | 0 |
Current Liability | (8,356) | (19,250) |
Long-Term Liability | $ 0 | $ 0 |
Derivatives and Hedging - Sum_2
Derivatives and Hedging - Summary of the Classification of Gains and Losses on Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded | $ 6,741 | $ 40,671 | $ 114,326 |
Gains (Losses) on Derivatives in Cash Flow Hedges | |||
Amount of gain (loss) reclassified from accumulated other comprehensive loss | $ (21,940) | $ 17,010 | $ (13,999) |
Gains (Losses) Derivatives Not Designated as Hedging Instruments | |||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded | Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded | Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded |
Total gains (losses) on derivative instruments | $ 95,007 | $ (2,405) | $ 7,604 |
Derivative instruments designated as hedges | Other income, net | |||
Gains (Losses) on Derivatives in Cash Flow Hedges | |||
Amount of gain (loss) reclassified from accumulated other comprehensive loss | 21,940 | (17,010) | 18,666 |
Amounts excluded from effectiveness testing | 0 | 0 | 0 |
Derivative instruments designated as hedges | Interest rate contracts | Other income, net | |||
Gains (Losses) on Derivatives in Fair Value Hedges | |||
Hedged item | 1,971 | 3,072 | (2,568) |
Derivatives designated as hedging instruments | (1,971) | (3,072) | 2,568 |
Undesignated derivative instruments | Equity options | Other income, net | |||
Gains (Losses) Derivatives Not Designated as Hedging Instruments | |||
Gains (losses) on derivatives not designated as hedging instruments | (130,801) | (23,882) | 322,580 |
Undesignated derivative instruments | Cash convertible notes embedded cash conversion option | Other income, net | |||
Gains (Losses) Derivatives Not Designated as Hedging Instruments | |||
Gains (losses) on derivatives not designated as hedging instruments | 131,227 | 28,154 | (321,213) |
Undesignated derivative instruments | Foreign exchange forwards and options | Other income, net | |||
Gains (Losses) Derivatives Not Designated as Hedging Instruments | |||
Gains (losses) on derivatives not designated as hedging instruments | $ 72,641 | $ 10,333 | $ (12,429) |
Derivatives and Hedging - Sum_3
Derivatives and Hedging - Summary of the Balance Sheet Line Items in Which the Hedged Item is Included (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Carrying Amount of the Hedged Assets (Liabilities) | $ 0 | $ (128,916) |
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets (Liabilities) | $ 0 | $ 1,971 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Current portion of long-term debt | Current portion of long-term debt |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Fair Value Hierarchy for Financial Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Derivative liabilities | $ 0 | $ (128,916) |
Recurring Basis | ||
Assets: | ||
Cash equivalents | 384,222 | 545,961 |
Foreign exchange forwards and options | 8,946 | 11,172 |
Total assets | 1,305,119 | 1,055,405 |
Liabilities: | ||
Foreign exchange forwards and options | (8,356) | (19,250) |
Contingent consideration | (18,088) | (24,100) |
Total liabilities | (286,058) | (397,837) |
Recurring Basis | Short-term investments | ||
Assets: | ||
Fair value of investment | 672,597 | 139,785 |
Recurring Basis | Non-marketable equity securities | ||
Assets: | ||
Fair value of investment | 5,329 | 3,945 |
Recurring Basis | Equity options | ||
Assets: | ||
Derivative assets | 221,769 | 352,571 |
Liabilities: | ||
Derivative liabilities | (222,632) | (353,859) |
Recurring Basis | Interest rate contracts | ||
Assets: | ||
Interest rate contracts - cash flow hedge | 12,256 | 0 |
Interest rate contracts - fair value hedge | 0 | 1,971 |
Liabilities: | ||
Interest rate contracts - cash flow hedge | (36,982) | (628) |
Level 1 | Recurring Basis | ||
Assets: | ||
Cash equivalents | 289,394 | 366,117 |
Foreign exchange forwards and options | 0 | 0 |
Total assets | 368,994 | 366,117 |
Liabilities: | ||
Foreign exchange forwards and options | 0 | 0 |
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Level 1 | Recurring Basis | Short-term investments | ||
Assets: | ||
Fair value of investment | 79,600 | 0 |
Level 1 | Recurring Basis | Non-marketable equity securities | ||
Assets: | ||
Fair value of investment | 0 | 0 |
Level 1 | Recurring Basis | Equity options | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Level 1 | Recurring Basis | Interest rate contracts | ||
Assets: | ||
Interest rate contracts - cash flow hedge | 0 | 0 |
Interest rate contracts - fair value hedge | 0 | 0 |
Liabilities: | ||
Interest rate contracts - cash flow hedge | 0 | 0 |
Level 2 | Recurring Basis | ||
Assets: | ||
Cash equivalents | 94,828 | 179,844 |
Foreign exchange forwards and options | 8,946 | 11,172 |
Total assets | 930,796 | 685,343 |
Liabilities: | ||
Foreign exchange forwards and options | (8,356) | (19,250) |
Contingent consideration | 0 | 0 |
Total liabilities | (267,970) | (373,737) |
Level 2 | Recurring Basis | Short-term investments | ||
Assets: | ||
Fair value of investment | 592,997 | 139,785 |
Level 2 | Recurring Basis | Non-marketable equity securities | ||
Assets: | ||
Fair value of investment | 0 | 0 |
Level 2 | Recurring Basis | Equity options | ||
Assets: | ||
Derivative assets | 221,769 | 352,571 |
Liabilities: | ||
Derivative liabilities | (222,632) | (353,859) |
Level 2 | Recurring Basis | Interest rate contracts | ||
Assets: | ||
Interest rate contracts - cash flow hedge | 12,256 | 0 |
Interest rate contracts - fair value hedge | 0 | 1,971 |
Liabilities: | ||
Interest rate contracts - cash flow hedge | (36,982) | (628) |
Level 3 | Recurring Basis | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Foreign exchange forwards and options | 0 | 0 |
Total assets | 5,329 | 3,945 |
Liabilities: | ||
Foreign exchange forwards and options | 0 | 0 |
Contingent consideration | (18,088) | (24,100) |
Total liabilities | (18,088) | (24,100) |
Level 3 | Recurring Basis | Short-term investments | ||
Assets: | ||
Fair value of investment | 0 | 0 |
Level 3 | Recurring Basis | Non-marketable equity securities | ||
Assets: | ||
Fair value of investment | 5,329 | 3,945 |
Level 3 | Recurring Basis | Equity options | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Level 3 | Recurring Basis | Interest rate contracts | ||
Assets: | ||
Interest rate contracts - cash flow hedge | 0 | 0 |
Interest rate contracts - fair value hedge | 0 | 0 |
Liabilities: | ||
Interest rate contracts - cash flow hedge | $ 0 | $ 0 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Recurring Basis | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration | $ 18,088 | $ 24,100 |
Level 3 | Recurring Basis | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration | 18,088 | $ 24,100 |
Level 3 | Recurring Basis | Accrued and Other Liabilities, Current | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration, current | 8,200 | |
Level 3 | Recurring Basis | Other Long-Term Liabilities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration, noncurrent | $ 9,900 | |
Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Rate of achievement of milestones rate | 0% | |
Discount rate used for analysis of future milestones | 6.50% | |
Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Rate of achievement of milestones rate | 100% | |
Discount rate used for analysis of future milestones | 6.60% |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Summary of Activity for Liabilities with Level 3 Inputs (Details) - Level 3 - Recurring Basis - Contingent consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | $ (24,100) | $ (23,593) |
Changes in fair value | 112 | (507) |
Payments | 5,900 | 0 |
Balance | $ (18,088) | $ (24,100) |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Deferred finance costs | $ 6.6 | $ 8.4 | |
Interest expense on long-term debt | $ 55.1 | $ 50.7 | $ 63.5 |
Debt - Total Long-Term Debt, Ne
Debt - Total Long-Term Debt, Net of Debt Issuance Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 17, 2020 | Oct. 16, 2012 |
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 1,861,450 | $ 1,941,770 | ||
Less current portion | 389,552 | 847,626 | ||
Long-term debt, net of current portion | $ 1,471,898 | 1,094,144 | ||
Senior Unsecured Notes | 0.500% Senior Unsecured Cash Convertible Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 0.50% | |||
Total long-term debt | $ 389,552 | 375,149 | ||
Senior Unsecured Notes | 1.000% Senior Unsecured Cash Convertible Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 1% | |||
Total long-term debt | $ 464,331 | 446,503 | ||
Senior Unsecured Notes | 0.000% Senior Unsecured Convertible Notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 0% | 0% | ||
Total long-term debt | $ 497,336 | 496,804 | ||
Senior Unsecured Notes | 3.75% Series B Senior Notes due October 16, 2022 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.75% | 3.75% | ||
Total long-term debt | $ 0 | 301,843 | ||
Senior Unsecured Notes | 3.90% Series C Senior Notes due October 16, 2024 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.90% | 3.90% | ||
Total long-term debt | $ 0 | 26,967 | ||
Private Placement | German Private Placement (2017 Schuldschein) | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | 116,699 | 294,504 | ||
Private Placement | German Private Placement (2022 Schuldschein) | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 393,532 | $ 0 |
Debt - Repayments of Long-term
Debt - Repayments of Long-term Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 16, 2012 | |
Debt Instrument [Line Items] | ||||||
Repayment of long-term debt | $ 480,003 | $ 41,345 | $ 296,400 | |||
Private Placement Bond | German Private Placement (2017 Schuldschein) | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of long-term debt | $ 153,000 | $ 41,100 | $ 153,003 | 41,145 | 0 | |
Senior Unsecured Notes | 0.875% Senior Unsecured Cash Convertible Notes due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 0.875% | |||||
Repayment of long-term debt | $ 0 | 200 | 296,400 | |||
Senior Unsecured Notes | 3.75% Series B Senior Notes due October 16, 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 3.75% | 3.75% | ||||
Repayment of long-term debt | $ 300,000 | 0 | 0 | |||
Senior Unsecured Notes | 3.90% Series C Senior Notes due October 16, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 3.90% | 3.90% | ||||
Repayment of long-term debt | $ 27,000 | $ 0 | $ 0 |
Debt - Principal Amount, Carryi
Debt - Principal Amount, Carrying Amount and Fair values of Long-term Debt (Details) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Aug. 31, 2022 EUR (€) | Jul. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 17, 2020 USD ($) | Dec. 31, 2017 USD ($) | Dec. 31, 2014 USD ($) |
Debt Instrument [Line Items] | |||||||||
Principal Amount | $ 1,911,459,000 | $ 2,023,709,000 | |||||||
Unamortized debt discount and issuance costs | (50,009,000) | (81,939,000) | |||||||
Carrying Amount | 1,861,450,000 | 1,941,770,000 | |||||||
Fair Value | 2,163,120,000 | 2,358,909,000 | |||||||
Derivative asset | 111,617,000 | 175,284,000 | |||||||
Derivative instruments designated as hedges | |||||||||
Debt Instrument [Line Items] | |||||||||
Derivative asset | 0 | 1,971,000 | |||||||
Interest rate contracts | Fair Value Hedge | Derivative instruments designated as hedges | |||||||||
Debt Instrument [Line Items] | |||||||||
Derivative asset | 0 | 1,971,000 | |||||||
Senior Unsecured Notes | Derivative instruments designated as hedges | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Amount | $ 200,000,000 | ||||||||
Senior Unsecured Notes | Cash Convertible Notes due 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Amount | 400,000,000 | 400,000,000 | |||||||
Unamortized debt discount and issuance costs | (10,448,000) | (24,851,000) | |||||||
Carrying Amount | 389,552,000 | 375,149,000 | |||||||
Senior Unsecured Notes | Cash Convertible Notes due 2023 | Level 1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value | 493,436,000 | 547,256,000 | |||||||
Senior Unsecured Notes | Cash Convertible Notes due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Amount | 500,000,000 | 500,000,000 | |||||||
Unamortized debt discount and issuance costs | (35,669,000) | (53,497,000) | |||||||
Carrying Amount | 464,331,000 | 446,503,000 | |||||||
Senior Unsecured Notes | Cash Convertible Notes due 2024 | Level 1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value | 596,485,000 | 647,100,000 | |||||||
Senior Unsecured Notes | Convertible Notes due 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Amount | 500,000,000 | 500,000,000 | $ 500,000,000 | ||||||
Unamortized debt discount and issuance costs | (2,664,000) | (3,196,000) | |||||||
Carrying Amount | 497,336,000 | 496,804,000 | |||||||
Senior Unsecured Notes | Convertible Notes due 2027 | Level 1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value | 471,545,000 | 536,400,000 | |||||||
Private Placement Bond | Private Placement Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Amount | 328,971,000 | ||||||||
Unamortized debt discount and issuance costs | (161,000) | ||||||||
Carrying Amount | 328,810,000 | ||||||||
Private Placement Bond | Private Placement Debt | Level 2 | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value | 331,566,000 | ||||||||
Private Placement Bond | German Private Placement (2017 Schuldschein) | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Amount | 116,821,000 | 294,738,000 | $ 331,100,000 | ||||||
Unamortized debt discount and issuance costs | (122,000) | (234,000) | |||||||
Carrying Amount | 116,699,000 | 294,504,000 | |||||||
Private Placement Bond | German Private Placement (2017 Schuldschein) | Derivative instruments designated as hedges | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Amount | € | € 109,500,000 | € 370,000,000 | € 255,000,000 | ||||||
Private Placement Bond | German Private Placement (2017 Schuldschein) | Level 2 | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value | 255,911,000 | 296,587,000 | |||||||
Private Placement Bond | German Private Placement (2022 Schuldschein) | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Amount | 394,638,000 | € 370,000,000 | |||||||
Unamortized debt discount and issuance costs | (1,106,000) | ||||||||
Carrying Amount | 393,532,000 | $ 0 | |||||||
Private Placement Bond | German Private Placement (2022 Schuldschein) | Level 2 | |||||||||
Debt Instrument [Line Items] | |||||||||
Fair Value | $ 345,743,000 |
Debt - Future Maturities of Lon
Debt - Future Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instruments [Abstract] | ||
2023 | $ 389,552 | |
2024 | 565,587 | |
2025 | 54,803 | |
2026 | 0 | |
2027 | 610,134 | |
Thereafter | 241,374 | |
Total long-term debt | $ 1,861,450 | $ 1,941,770 |
Debt - Interest Expense Related
Debt - Interest Expense Related to the Cash Convertible Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | $ 33,701 | $ 32,294 | $ 42,318 |
Cash Convertible Notes | |||
Debt Instrument [Line Items] | |||
Coupon interest | 7,000 | 7,000 | |
Amortization of original issuance discount | 30,170 | 28,864 | |
Amortization of debt issuance costs | 2,593 | 2,521 | |
Total interest expense | $ 39,763 | $ 38,385 |
Debt - Convertible Notes due 20
Debt - Convertible Notes due 2027 (Details) $ / shares in Units, $ in Thousands, equityInstrument in Millions | Dec. 17, 2020 USD ($) tradingDay equityInstrument $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2020 USD ($) | Dec. 31, 2019 USD ($) |
Debt Instrument [Line Items] | |||||||
Face amount of debt instrument | $ 1,911,459 | $ 2,023,709 | |||||
Equity | 3,466,611 | 3,096,550 | $ 2,797,839 | $ 2,536,591 | |||
Additional Paid-In Capital | |||||||
Debt Instrument [Line Items] | |||||||
Equity | 1,868,015 | 1,818,508 | 1,834,169 | 1,777,017 | |||
Retained Earnings | |||||||
Debt Instrument [Line Items] | |||||||
Equity | $ 2,160,173 | 1,791,740 | 1,323,091 | 1,178,457 | |||
Impact of Change in Accounting Policy | |||||||
Debt Instrument [Line Items] | |||||||
Equity | (53,789) | (15,074) | |||||
Impact of Change in Accounting Policy | Additional Paid-In Capital | |||||||
Debt Instrument [Line Items] | |||||||
Equity | $ (54,100) | (54,052) | |||||
Impact of Change in Accounting Policy | Retained Earnings | |||||||
Debt Instrument [Line Items] | |||||||
Equity | $ 300 | 263 | $ 15,100 | $ (15,074) | |||
Convertible Notes due 2027 | Senior Unsecured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 0% | 0% | |||||
Face amount of debt instrument | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Net proceeds from the issuance of convertible debt | 497,600 | ||||||
Payments of debt issuance costs | $ 3,700 | ||||||
Liability component of convertible debt | 445,900 | ||||||
Equity component of convertible debt | $ 54,100 | ||||||
Effective interest rate | 1.65% | ||||||
Conversion rate | 0.01238825 | ||||||
Conversion price (in USD per share) | $ / shares | $ 80.7218 | ||||||
Shares underlying conversion (in shares) | equityInstrument | 6.2 | ||||||
Threshold trading days | tradingDay | 20 | ||||||
Consecutive trading days | tradingDay | 30 | ||||||
Threshold percentage of stock price trigger | 130% | ||||||
Threshold days for parity event or trading price unavailability event | 10 days | ||||||
Threshold percentage of average daily volume-weighted average trading price of common stock | 25% |
Debt - Cash Convertible Notes d
Debt - Cash Convertible Notes due 2023 and 2024 (Details) - Cash Convertible Notes | 12 Months Ended | ||||
Nov. 13, 2018 USD ($) | Sep. 13, 2017 USD ($) | Dec. 31, 2022 tradingDay | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||||
Threshold trading days | tradingDay | 20 | ||||
Consecutive trading days | tradingDay | 30 | ||||
Threshold percentage of stock price trigger | 130% | ||||
Threshold percentage of average daily volume-weighted average trading price of common stock | 25% | ||||
Cash settlement amount period | 50 days | ||||
Redemption price percentage | 100% | ||||
Percentage of principal amount outstanding | 20% | ||||
Cash Convertible Notes due 2023 | |||||
Debt Instrument [Line Items] | |||||
Convertible debt | $ 400,000,000 | ||||
Proceeds from issuance of debt | $ 365,600,000 | ||||
Threshold business period | 10 days | ||||
Term of debt instrument | 6 years | ||||
Effective interest rate | 3.997% | ||||
Debt issuance cost | $ 6,200,000 | ||||
Cash Convertible Notes due 2023 | Call Options | |||||
Debt Instrument [Line Items] | |||||
Derivative liability fair value | $ 74,500,000 | ||||
2024 Notes | |||||
Debt Instrument [Line Items] | |||||
Convertible debt | $ 500,000,000 | ||||
Proceeds from issuance of debt | $ 468,900,000 | ||||
Threshold business period | 10 days | ||||
Term of debt instrument | 6 years | ||||
Effective interest rate | 4.782% | ||||
Debt issuance cost | $ 5,700,000 | ||||
2024 Notes | Call Options | |||||
Debt Instrument [Line Items] | |||||
Derivative liability fair value | $ 98,500,000 |
Debt - Interest Rate, Correspon
Debt - Interest Rate, Corresponding Maturities, and Contingent Conversion Periods of Cash Convertible Notes (Details) - Cash Convertible Notes | 12 Months Ended |
Dec. 31, 2022 | |
2023 Notes | |
Debt Instrument [Line Items] | |
Annual Interest Rate | 0.50% |
Conversion Rate per $200,000 Principal Amount | 0.0241486395 |
2024 Notes | |
Debt Instrument [Line Items] | |
Annual Interest Rate | 1% |
Conversion Rate per $200,000 Principal Amount | 0.021801549 |
Debt - Private Placement and Ge
Debt - Private Placement and German Private Placement (Schuldschein) Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Oct. 16, 2012 USD ($) series | Oct. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Aug. 31, 2022 USD ($) | Aug. 31, 2022 EUR (€) | Dec. 31, 2017 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Face amount of debt instrument | $ 1,911,459,000 | $ 2,023,709,000 | |||||||||
Number of series of notes issued | series | 3 | ||||||||||
Repayment of long-term debt | $ 480,003,000 | 41,345,000 | $ 296,400,000 | ||||||||
German Private Placement (2022 Schuldschein) | August 2035 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate | 3.04% | ||||||||||
Notional amount | € | € 70,000,000 | ||||||||||
Interest rate increase (decrease) for ESG rating | 0.025% | 0.025% | |||||||||
Senior Unsecured Notes | Series A, Series B and Series C Private Placement Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt instrument | $ 400,000,000 | ||||||||||
Weighted average interest rate of long-term debt | 3.66% | ||||||||||
Debt issuance cost | $ 2,100,000 | ||||||||||
Senior Unsecured Notes | Series A Private Placement Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt instrument | $ 73,000,000 | ||||||||||
Term of debt instrument | 7 years | ||||||||||
Stated interest rate | 3.19% | ||||||||||
Repayment of long-term debt | $ 127,000,000 | $ 73,000,000 | |||||||||
Senior Unsecured Notes | Series B Private Placement Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt instrument | $ 300,000,000 | ||||||||||
Term of debt instrument | 10 years | ||||||||||
Stated interest rate | 3.75% | 3.75% | |||||||||
Repayment of long-term debt | $ 300,000,000 | 0 | 0 | ||||||||
Senior Unsecured Notes | Series C Private Placement Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt instrument | $ 27,000,000 | ||||||||||
Term of debt instrument | 12 years | ||||||||||
Stated interest rate | 3.90% | 3.90% | |||||||||
Repayment of long-term debt | $ 27,000,000 | 0 | 0 | ||||||||
Private Placement Bond | German Private Placement (2017 Schuldschein) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt instrument | 116,821,000 | 294,738,000 | $ 331,100,000 | ||||||||
Debt issuance cost | $ 1,200,000 | ||||||||||
Repayment of long-term debt | $ 153,000,000 | $ 41,100,000 | 153,003,000 | $ 41,145,000 | $ 0 | ||||||
Unrealized gain (loss) recorded in equity | 5,200,000 | ||||||||||
Private Placement Bond | German Private Placement (2022 Schuldschein) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt instrument | 394,638,000 | € 370,000,000 | |||||||||
Debt issuance cost | $ 1,200,000 | ||||||||||
Unrealized gain (loss) recorded in equity | $ (22,000,000) |
Debt - Summary of German Privat
Debt - Summary of German Private Placement Tranches (Details) $ in Thousands, € in Millions | 12 Months Ended | ||
Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Carrying Value | $ 393,532 | ||
German Private Placement (2017 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Carrying Value | $ 116,699 | $ 294,504 | |
October 2022 | German Private Placement (2017 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 21.5 | ||
Interest Rate | 0.68% | ||
Carrying Value | $ 0 | 24,340 | |
October 2022 | German Private Placement (2017 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 64.5 | ||
Carrying Value | $ 0 | 73,020 | |
October 2022 | EURIBOR | German Private Placement (2017 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest Rate | 0.50% | 0.50% | |
October 2022 | German Private Placement (2017 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | $ 45,000 | ||
Carrying Value | $ 0 | 44,976 | |
October 2022 | LIBOR | German Private Placement (2017 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest Rate | 1.20% | 1.20% | |
October 2022 | German Private Placement (2017 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 25 | ||
Carrying Value | $ 0 | 28,298 | |
October 2022 | EURIBOR | German Private Placement (2017 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest Rate | 0.50% | 0.50% | |
June 2024 | German Private Placement (2017 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 64 | ||
Interest Rate | 1.09% | ||
Carrying Value | $ 68,215 | 72,405 | |
June 2024 | German Private Placement (2017 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 31 | ||
Carrying Value | $ 33,041 | 35,071 | |
June 2024 | EURIBOR | German Private Placement (2017 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest Rate | 0.70% | 0.70% | |
June 2027 | German Private Placement (2017 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 14.5 | ||
Interest Rate | 1.61% | ||
Carrying Value | $ 15,443 | $ 16,394 | |
July 2025 | German Private Placement (2022 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 51.5 | ||
Carrying Value | $ 54,803 | ||
July 2025 | EURIBOR | German Private Placement (2022 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest Rate | 0.55% | 0.55% | |
July 2027 | German Private Placement (2022 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 62 | ||
Interest Rate | 2.741% | ||
Carrying Value | $ 65,967 | ||
July 2027 | German Private Placement (2022 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 29.5 | ||
Carrying Value | $ 31,388 | ||
July 2027 | EURIBOR | German Private Placement (2022 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest Rate | 0.70% | 0.70% | |
July 2029 | German Private Placement (2022 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 37 | ||
Carrying Value | $ 39,365 | ||
July 2029 | EURIBOR | German Private Placement (2022 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest Rate | 3.044% | ||
Interest Rate | 0.85% | 0.85% | |
July 2029 | German Private Placement (2022 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 103 | ||
Carrying Value | $ 109,585 | ||
July 2032 | German Private Placement (2022 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | 9.5 | ||
Interest Rate | 3.386% | ||
Carrying Value | $ 10,107 | ||
July 2032 | German Private Placement (2022 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 7.5 | ||
Carrying Value | $ 7,979 | ||
July 2032 | EURIBOR | German Private Placement (2022 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Interest Rate | 1% | 1% | |
August 2035 | German Private Placement (2022 Schuldschein) | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 70 | ||
Interest Rate | 3.04% | ||
August 2035 | German Private Placement (2022 Schuldschein) | Net Investment Hedging | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | € | € 70 | ||
Interest Rate | 3.04% | ||
Carrying Value | $ 74,338 |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) lineOfCredit | Dec. 31, 2021 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Credit facilities available and undrawn | € 427,000,000 | $ 455.4 | ||
Amounts utilized under credit facilities | $ | $ 0 | |||
Revolving Credit Facility | ESG-Linked Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facilities available and undrawn | € | 400,000,000 | |||
Commitment fee calculation basis on applicable margin, percent | 35% | |||
Commitment fee paid | $ | $ 0.9 | $ 1.3 | ||
Revolving Credit Facility | ESG-Linked Revolving Credit Facility | Interest Rate Period 1 | ||||
Debt Instrument [Line Items] | ||||
Interest period length | 1 month | |||
Revolving Credit Facility | ESG-Linked Revolving Credit Facility | Interest Rate Period 2 | ||||
Debt Instrument [Line Items] | ||||
Interest period length | 3 months | |||
Revolving Credit Facility | ESG-Linked Revolving Credit Facility | Interest Rate Period 3 | ||||
Debt Instrument [Line Items] | ||||
Interest period length | 6 months | |||
Revolving Credit Facility | ESG-Linked Revolving Credit Facility | EURIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 0.55% | |||
Revolving Credit Facility | ESG-Linked Revolving Credit Facility | EURIBOR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.50% | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Credit facilities available and undrawn | € | € 27,000,000 | |||
Number of lines of credit | lineOfCredit | 3 |
Income Taxes - Income Before In
Income Taxes - Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Pretax income (loss) in the Netherlands | $ 14,551 | $ 7,062 | $ (38,242) |
Pretax income from foreign operations | 498,050 | 618,771 | 477,714 |
Income before income tax expense | $ 512,601 | $ 625,833 | $ 439,472 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
The Netherlands | $ 9,672 | $ 1,714 | $ 270 |
Foreign | 89,321 | 116,808 | 86,720 |
Provision for income tax current, total | 98,993 | 118,522 | 86,990 |
Deferred: | |||
The Netherlands | (683) | (1,776) | (6,921) |
Foreign | (8,920) | (3,512) | 215 |
Provision for income tax deferred, total | (9,603) | (5,288) | (6,706) |
Total income tax expense | $ 89,390 | $ 113,234 | $ 80,284 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
The Netherlands statutory income tax rate | 25.80% | 25% | 25% |
Unrecognized tax benefit, net | $ 79,300 | $ 103,600 | |
Unrecognized tax benefits which may be realized | 17,400 | ||
Recognized interest (income) expense | (400) | (600) | $ 1,900 |
Accrued interest and penalties | 3,500 | 3,800 | |
Total foreign net operating losses | 375,100 | ||
Tax credits | 7,600 | ||
Earnings retained by subsidiaries and equity accounted investments | 984,400 | ||
Undistributed earnings not permanently reinvested | 16,800 | ||
Deferred tax liabilities on unremitted earnings of certain subsidiary | 1,000 | 1,500 | |
Other Long-Term Assets | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets | 56,300 | 72,900 | |
Other Long-Term Liabilities | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax liabilities | 17,500 | 37,600 | |
Additional Paid-In Capital | |||
Operating Loss Carryforwards [Line Items] | |||
Increase (decrease) in the valuation allowance | 0 | 13,513 | $ (13,513) |
Additional Paid-In Capital | Convertible Notes due 2027 | |||
Operating Loss Carryforwards [Line Items] | |||
Increase (decrease) in the valuation allowance | $ 13,500 | ||
U.S. | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 131,900 | ||
Germany | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 90,300 | ||
UK | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 49,400 | ||
Netherlands | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 39,500 | ||
Other Foreign Tax Authorities | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 64,000 | ||
Operating loss carryforwards not set to expire | $ 22,500 |
Income Taxes - Difference Betwe
Income Taxes - Difference Between Income Taxes Computed at Statutory Rate and Reported Income Taxes and Effective Tax Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Percent | |||
The Netherlands' statutory income tax rate | 25.80% | 25% | 25% |
Taxation of foreign operations, net | (4.90%) | (3.00%) | (2.10%) |
Unrecognized tax benefits | 0.90% | 1.60% | 8.20% |
Excess tax benefit related to share-based compensation | (0.50%) | (1.00%) | (0.60%) |
Prior year taxes | (1.10%) | 0.60% | (1.60%) |
Government incentives | (0.50%) | (0.60%) | (0.60%) |
Changes in tax laws and rates | (0.20%) | (0.40%) | (0.30%) |
Tax impact from (deductible) nondeductible items | (1.90%) | 0.20% | (0.80%) |
Valuation allowance | 0% | (4.40%) | (8.10%) |
Other items, net | (0.20%) | 0.10% | (0.80%) |
Effective tax rate | 17.40% | 18.10% | 18.30% |
Thermo Fischer Sceintific | QIAGEN N.V. | |||
Percent | |||
Payments for expense reimbursement | $ 95 |
Income Taxes - Changes in Amoun
Income Taxes - Changes in Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 103,618 | $ 100,092 | $ 58,002 |
Additions based on tax positions related to the current year | 9,754 | 6,629 | 31,758 |
Additions for tax positions of prior years | 4,544 | 5,036 | 3,560 |
Decrease for tax position of prior years | (8,958) | (266) | (57) |
Decrease related to settlements | (23,346) | 0 | 0 |
Decrease due to lapse of statute of limitations | (580) | (344) | (520) |
(Decrease) increase from currency translation | (5,749) | (7,529) | 7,349 |
Balance at end of year | $ 79,283 | $ 103,618 | $ 100,092 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset (liability) | ||||
Net operating loss and tax credit carryforward | $ 53,155 | $ 67,853 | ||
Intangible assets | 33,510 | 4,066 | ||
Accrued and other liabilities | 27,544 | 26,513 | ||
Share-based compensation | 21,792 | 20,464 | ||
Property, plant and equipment | 4,032 | 6,046 | ||
Convertible notes | 3,621 | 5,231 | ||
Inventories | 3,003 | 4,790 | ||
Other | 1,511 | 16,219 | ||
Other | 6,479 | 7,287 | ||
Deferred tax assets before valuation allowance | 154,647 | 158,469 | ||
Valuation allowance | (21,265) | (21,326) | $ (37,332) | $ (87,619) |
Deferred tax assets, net after valuation allowance | 133,382 | 137,143 | ||
Intangible assets | (55,921) | (62,585) | ||
Property, plant and equipment | (33,847) | (29,241) | ||
Inventories | (820) | (3,935) | ||
Other | (3,997) | (6,077) | ||
Deferred tax liabilities | (94,585) | (101,838) | ||
Deferred tax assets, net | $ 38,797 | $ 35,305 |
Income Taxes - Changes in the V
Income Taxes - Changes in the Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Allowance [Line Items] | |||
Balance at beginning of year | $ 21,326 | $ 37,332 | $ 87,619 |
Balance at end of year | 21,265 | 21,326 | 37,332 |
Additions charged to income tax provision | |||
Valuation Allowance [Line Items] | |||
Increase (decrease) in the valuation allowance | (4,470) | (620) | (6,614) |
Deductions charged to income tax provision | |||
Valuation Allowance [Line Items] | |||
Increase (decrease) in the valuation allowance | 4,287 | 28,251 | 42,204 |
(Additions) reductions charged to additional paid-in capital | |||
Valuation Allowance [Line Items] | |||
Increase (decrease) in the valuation allowance | 0 | (13,513) | 13,513 |
Currency translation | |||
Valuation Allowance [Line Items] | |||
Increase (decrease) in the valuation allowance | $ 244 | $ 1,888 | $ 1,184 |
Equity - Shares (Details)
Equity - Shares (Details) - € / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Common shares, shares authorized (in shares) | 410,000,000 | 410,000,000 |
Preference shares, shares authorized (in shares) | 450,000,000 | 450,000,000 |
Financing preference shares, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common shares, par value (in EUR per share) | € 0.01 | € 0.01 |
Preference shares, par value (in EUR per share) | 0.01 | 0.01 |
Financing preference shares, par value (in EUR per share) | € 0.01 | € 0.01 |
Financing preference shares, shares issued (in shares) | 0 | 0 |
Preference shares, shares issued (in shares) | 0 | 0 |
Equity - Issuance and Conversio
Equity - Issuance and Conversion of Warrants (Details) - Cash Convertible Notes - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Nov. 13, 2018 | Dec. 31, 2017 | Sep. 13, 2017 | |
2023 Notes | |||
Class of Stock [Line Items] | |||
Number of share warrants (in shares) | 9.7 | ||
Exercise price per share (in USD per share) | $ 49.9775 | ||
Proceeds from issuance of warrants, net of issuance costs | $ 45.3 | ||
2024 Notes | |||
Class of Stock [Line Items] | |||
Number of share warrants (in shares) | 10.9 | ||
Exercise price per share (in USD per share) | $ 50.2947 | ||
Proceeds from issuance of warrants, net of issuance costs | $ 72.4 |
Equity - Issuance and Convers_2
Equity - Issuance and Conversion of Warrants, Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||
Impact due to conversion of warrants | $ 0 | ||
Payment for termination of warrants | $ 0 | $ 0 | 174,627 |
Termination of warrants | 174,626 | ||
Additional Paid-In Capital | |||
Class of Warrant or Right [Line Items] | |||
Impact due to conversion of warrants | (7,547) | ||
Termination of warrants | 30,289 | ||
Retained Earnings | |||
Class of Warrant or Right [Line Items] | |||
Impact due to conversion of warrants | (22,725) | ||
Termination of warrants | $ 144,337 | ||
2021 Notes | Cash Convertible Notes | |||
Class of Warrant or Right [Line Items] | |||
Common shares issued in connection with the conversion of warrants (in shares) | 0.8 | ||
Number of warrants converted (in shares) | 4.2 | ||
Warrants terminated (in shares) | 6.3 | ||
Payment for termination of warrants | $ 174,600 | ||
2021 Notes | Cash Convertible Notes | Additional Paid-In Capital | |||
Class of Warrant or Right [Line Items] | |||
Impact due to conversion of warrants | (7,500) | ||
Termination of warrants | 30,300 | ||
2021 Notes | Cash Convertible Notes | Retained Earnings | |||
Class of Warrant or Right [Line Items] | |||
Impact due to conversion of warrants | (22,700) | ||
Termination of warrants | 144,300 | ||
2021 Notes | Cash Convertible Notes | Treasury Shares | |||
Class of Warrant or Right [Line Items] | |||
Impact due to conversion of warrants | $ 30,300 |
Equity - Share Repurchase Progr
Equity - Share Repurchase Program (Details) - USD ($) shares in Millions | 4 Months Ended | 12 Months Ended | ||||
Oct. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 17, 2020 | Jul. 12, 2021 | May 06, 2019 | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Purchase of treasury shares | $ (99,987,000) | $ (63,995,000) | ||||
Seventh Share Repurchase Program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Amount authorized to repurchase shares | $ 100,000,000 | |||||
Treasury shares repurchased (in shares) | 1.9 | |||||
Purchase of treasury shares | $ (100,000,000) | |||||
Sixth Share Repurchase Program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Amount authorized to repurchase shares | $ 100,000,000 | |||||
Treasury shares repurchased (in shares) | 1.3 | |||||
Purchase of treasury shares | $ (64,000,000) |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Equity | $ 3,466,611 | $ 3,096,550 | $ 2,797,839 | $ 2,536,591 |
Accumulated other comprehensive loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Equity | (404,091) | (326,670) | $ (243,822) | $ (309,619) |
Net unrealized (loss) income on hedging contracts, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Equity | (15,637) | 1,245 | ||
Net unrealized gain (loss) on pension, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Equity | 645 | (588) | ||
Foreign currency effects from intercompany long-term investment transactions, net of tax of $13.2 million and $12.4 million, respectively | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Equity | (33,311) | (30,768) | ||
Foreign currency effects from intercompany long-term investment transactions, tax | 13,200 | 12,400 | ||
Foreign currency translation adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Equity | $ (355,788) | $ (296,559) |
Earnings Per Common Share - Sum
Earnings Per Common Share - Summary of Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income | $ 423,211 | $ 512,599 | $ 359,188 |
Weighted average number of common shares used to compute basic net income per common share (in shares) | 227,577 | 227,983 | 228,427 |
Dilutive effect of stock options and restrictive stock units (in shares) | 2,555 | 3,403 | 3,350 |
Dilutive effect of outstanding warrant (in shares) | 4 | 648 | 2,437 |
Weighted average number of common shares used to compute diluted net income per common share (in shares) | 230,136 | 232,034 | 234,214 |
Basic earnings per common share (in USD per share) | $ 1.86 | $ 2.25 | $ 1.57 |
Diluted earnings per common share (in USD per share) | $ 1.84 | $ 2.21 | $ 1.53 |
Stock Options and Awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding securities having no dilutive effect, not included in above calculation (in shares) | 146 | 8 | 11 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding securities having no dilutive effect, not included in above calculation (in shares) | 20,556 | 19,912 | 26,438 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Sep. 26, 2021 USD ($) | Aug. 31, 2021 USD ($) patent | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Nov. 30, 2021 USD ($) | |
Loss Contingencies [Line Items] | ||||||
Percentage of royalty on net product sales range, minimum | 0.45% | |||||
Percentage of royalty on net product sales range, maximum | 25% | |||||
Accrued royalties | $ 12,877 | $ 12,559 | ||||
Royalty expense related to agreements | 15,500 | 18,500 | $ 12,200 | |||
Recorded unconditional license and royalty commitments | 18,541 | |||||
Total potential contingent consideration commitments | 20,700 | |||||
Potential payments due, 2023 | 8,900 | |||||
Potential payments due, 2024 | 11,800 | |||||
Commitment under employment contract agreements | 9,400 | |||||
Legal settlement accrual, noncurrent | 4,700 | |||||
Litigation Settlement | ArcherDx vs. QIAGEN | ||||||
Loss Contingencies [Line Items] | ||||||
Patents found infringed | patent | 2 | |||||
Damages awarded | $ 4,700 | |||||
Litigation Settlement | Becton Dickinson vs. NeuMoDx acquired by QIAGEN | ||||||
Loss Contingencies [Line Items] | ||||||
Legal settlement amount awarded | $ 53,000 | |||||
Payment to settle litigation | $ 53,000 | |||||
Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Legal settlements accrued | 6,500 | $ 5,700 | ||||
Litigation | Minimum | ||||||
Loss Contingencies [Line Items] | ||||||
Estimated possible litigation loss | 0 | |||||
Litigation | Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Estimated possible litigation loss | 8,000 | |||||
Other Loss Contingencies | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency accrual | 6,500 | |||||
Level 3 | Accrued and Other Liabilities, Current | Recurring Basis | ||||||
Loss Contingencies [Line Items] | ||||||
Contingent consideration, current | 8,200 | |||||
Level 3 | Other Long-Term Liabilities | Recurring Basis | ||||||
Loss Contingencies [Line Items] | ||||||
Contingent obligation, noncurrent | 9,900 | |||||
Purchase Obligations | Companies in Which the Company Holds an Interest | License and Royalty Agreements | ||||||
Loss Contingencies [Line Items] | ||||||
Recorded unconditional license and royalty commitments | $ 8,600 |
Commitments and Contingencies_2
Commitments and Contingencies - Commitments to Purchase Goods or Services and for Future License and Royalty Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Purchase Commitments | |
2023 | $ 49,311 |
2024 | 32,559 |
2025 | 22,362 |
2026 | 11,296 |
2027 | 11,508 |
Thereafter | 211 |
Total | 127,247 |
License & Royalty Commitments | |
2023 | 3,804 |
2024 | 2,075 |
2025 | 1,718 |
2026 | 1,133 |
2027 | 1,170 |
Thereafter | 8,641 |
Total | $ 18,541 |
Commitments and Contingencies_3
Commitments and Contingencies - Changes in the Carrying Amount of Warranty Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in the Carrying Amount of Warranty Obligations | ||
Balance at beginning of year | $ 6,324 | $ 4,813 |
Provision charged to cost of sales | 4,606 | 7,518 |
Usage | (4,517) | (5,774) |
Adjustments to previously provided warranties, net | (1,277) | (43) |
Currency translation | (237) | (190) |
Balance at end of year | $ 4,899 | $ 6,324 |
Segment Information - Narrative
Segment Information - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Number of operating segments | segment | 1 | ||
Net sales | $ 2,141,518 | $ 2,251,657 | $ 1,870,346 |
Long-lived assets | 662,170 | 638,183 | |
Netherlands | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 31,500 | 28,300 | $ 17,800 |
Long-lived assets | $ 1,100 | $ 1,100 |
Segment Information - Net Sales
Segment Information - Net Sales (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 2,141,518 | $ 2,251,657 | $ 1,870,346 |
Total Americas | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 997,755 | 1,007,376 | 825,457 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 909,616 | 909,690 | 728,577 |
Other Americas | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 88,139 | 97,686 | 96,880 |
Europe, Middle East and Africa | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 733,469 | 814,417 | 682,289 |
Asia Pacific, Japan and Rest of World | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 410,294 | $ 429,864 | $ 362,600 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 662,170 | $ 638,183 |
Total Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 164,642 | 161,754 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 161,645 | 158,949 |
Other Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 2,997 | 2,805 |
Total Europe, Middle East and Africa | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 475,054 | 452,217 |
Germany | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 400,009 | 373,609 |
Other Europe, Middle East and Africa | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 75,045 | 78,608 |
Asia Pacific, Japan and Rest of World | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 22,474 | $ 24,212 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Tax benefit for the tax deductions from option exercises | $ 100,000 | $ 2,200,000 | $ 1,300,000 |
Share-based compensation expense | $ 49,507,000 | 38,391,000 | 40,936,000 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Performance achievement, percentage of granted shares (up to) | 200% | ||
Share-based payment arrangements | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total intrinsic value of options exercised | $ 200,000 | $ 14,400,000 | $ 6,500,000 |
Unrecognized share-based compensation expense, options | $ 0 | ||
Options exercisable (in shares) | 9 | 18 | 400 |
Weighted average exercise price of exercisable options (in USD per share) | $ 18.68 | $ 17.79 | $ 19.28 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price (in USD per share) | $ 0 | ||
Pre-vesting forfeitures percentage | 6.90% | ||
Unrecognized share-based compensation expense related to employee stock option awards | $ 79,700,000 | ||
Unrecognized share-based compensation expense recognized weighted average period, years | 1 year 6 months 29 days | ||
Weighted-average grant date fair value of restricted stock units granted (in USD per share) | $ 45.49 | $ 48.77 | $ 36.92 |
Total fair value of restricted stock units | $ 55,800,000 | $ 52,600,000 | $ 29,300,000 |
The 2005 and 2014 Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common shares reserved and available for issuance under the plan (in shares) | 11,800 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of the Status of Employee Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Outstanding (in shares) | 18 | ||
Exercised (in shares) | (7) | ||
Expired (in shares) | (2) | ||
Outstanding (in shares) | 9 | ||
Vested (in shares) | 9 | 18 | 400 |
Vested and expected to vest (in shares) | 9 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning of period (in USD per share) | $ 17.79 | ||
Exercised (in USD per share) | 16.55 | ||
Expired (in USD per share) | 18.68 | ||
Outstanding, end of period (in USD per share) | 18.68 | ||
Vested, end of period (in USD per share) | 18.68 | $ 17.79 | $ 19.28 |
Vested and expected to vest, end of period (in USD per share) | $ 18.68 | ||
Weighted Average Contractual Term (in years) | |||
Outstanding, end of period | 4 months 28 days | ||
Vested, end of period | 4 months 28 days | ||
Vested and expected to vest, end of period | 4 months 28 days | ||
Aggregate Intrinsic Value | |||
Outstanding, end of period | $ 272 | ||
Vested, end of period | 272 | ||
Vested and expected to vest, end of period | $ 272 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock Options (Details) - Restricted Stock shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Stock Units | |
Outstanding (in shares) | 3,981 |
Granted (in shares) | 955 |
Vested (in shares) | (1,164) |
Forfeited (in shares) | (1) |
Outstanding (in shares) | 3,771 |
Vested and expected to vest (in shares) | 3,467 |
Weighted Average Contractual Term | |
Outstanding | 1 year 6 months 29 days |
Vested and expected to vest | 1 year 6 months 18 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 188,036 |
Vested and expected to vest | $ | $ 172,922 |
Share-Based Compensation - Comp
Share-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 49,507 | $ 38,391 | $ 40,936 |
Less: income tax benefit | 10,703 | 8,956 | 9,552 |
Net share-based compensation expense | 38,804 | 29,435 | 31,384 |
Excess tax benefit realized for the tax deductions of share-based arrangements | 2,700 | 6,500 | 2,500 |
Cost of sales | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 2,577 | 40 | 2,897 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 6,504 | 4,909 | 7,014 |
Sales and marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 16,076 | 13,630 | 15,889 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 24,350 | $ 19,812 | $ 15,136 |
Employee Benefits (Details)
Employee Benefits (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) defined_benefit_plan | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Retirement Benefits [Abstract] | |||
Total expense under employee benefit plans | $ 4.5 | $ 4.3 | $ 3.6 |
Company matching contributions | $ 0.1 | 0.2 | $ 0.2 |
Number of defined benefit plans | defined_benefit_plan | 7 | ||
Liability under the defined benefit plans | $ 7.2 | $ 9.3 |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Net sales | $ 8,474 | $ 9,089 | $ 6,025 |
Accounts receivable | 5,136 | 3,868 | |
Prepaid expenses and other current assets | 11,929 | 16,956 | |
Accounts payable | 2,708 | 4,149 | |
Accrued and other current liabilities | $ 3,518 | $ 1,558 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Impairments | $ 12,829 | $ 0 | |
Restructuring, acquisition, integration and other, net | 44,768 | 27,762 | $ 151,039 |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Customer advances held | 4,300 | ||
Affiliated Entity | 2022 Restructuring Plan | |||
Related Party Transaction [Line Items] | |||
Impairments | $ 12,800 | ||
Notes Receivable from Related Party | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Interest rate on loans to related parties | 10% | ||
Notes Receivable from Related Party | Affiliated Entity | Prepaid Expenses and Other Current Assets | |||
Related Party Transaction [Line Items] | |||
Loans to related parties | $ 10,600 | $ 10,000 | |
Write-Off of Advances to Suppliers | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Restructuring, acquisition, integration and other, net | $ 4,600 |
Uncategorized Items - qgen-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |