Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 27, 2021 | Apr. 23, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 27, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-15943 | |
Entity Registrant Name | CHARLES RIVER LABORATORIES INTERNATIONAL, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 06-1397316 | |
Entity Address, Address Line One | 251 Ballardvale Street | |
Entity Address, City or Town | Wilmington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01887 | |
City Area Code | 781 | |
Local Phone Number | 222-6000 | |
Title of 12(b) Security | Common stock, $0.01 par value | |
Trading Symbol | CRL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 50,252,814 | |
Entity Central Index Key | 0001100682 | |
Current Fiscal Year End Date | --12-25 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Total revenue | $ 824,566 | $ 707,059 |
Costs and expenses: | ||
Selling, general and administrative | 155,733 | 129,901 |
Amortization of intangible assets | 28,842 | 27,879 |
Operating income | 123,703 | 94,281 |
Other income (expense): | ||
Interest income | 35 | 316 |
Interest expense | (29,719) | (15,067) |
Other expense, net | (27,717) | (24,071) |
Income from operations, before income taxes | 66,302 | 55,459 |
Provision for income taxes | 2,367 | 4,622 |
Net income | 63,935 | 50,837 |
Less: Net income attributable to noncontrolling interests | 2,405 | 68 |
Net income attributable to common shareholders | $ 61,530 | $ 50,769 |
Earnings per common share | ||
Basic (in dollars per share) | $ 1.23 | $ 1.03 |
Diluted (in dollars per share) | $ 1.20 | $ 1.02 |
Weighted-average number of common shares outstanding: | ||
Basic (in shares) | 49,980 | 49,189 |
Diluted (in shares) | 51,075 | 49,966 |
Service | ||
Total revenue | $ 626,581 | $ 546,592 |
Costs and expenses: | ||
Cost of services provided and products sold (excluding amortization of intangible assets) | 423,975 | 372,824 |
Product | ||
Total revenue | 197,985 | 160,467 |
Costs and expenses: | ||
Cost of services provided and products sold (excluding amortization of intangible assets) | $ 92,313 | $ 82,174 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 63,935 | $ 50,837 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment and other | 9,829 | (44,855) |
Amortization of net loss and prior service benefit included in net periodic cost for pension and other post-retirement benefit plans | 988 | 1,374 |
Comprehensive income, before income taxes | 74,752 | 7,356 |
Less: Income tax benefit related to items of other comprehensive income | (1,025) | (2,039) |
Comprehensive income, net of income taxes | 75,777 | 9,395 |
Less: Comprehensive income (loss) related to noncontrolling interests, net of income taxes | 2,390 | (476) |
Comprehensive income attributable to common shareholders, net of income taxes | $ 73,387 | $ 9,871 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 27, 2021 | Dec. 26, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 465,411 | $ 228,424 |
Trade receivables, net of allowances for doubtful accounts of $7,278 and $6,702, respectively | 610,566 | 617,740 |
Inventories | 193,584 | 185,695 |
Prepaid assets | 81,726 | 96,712 |
Other current assets | 71,922 | 72,560 |
Total current assets | 1,423,209 | 1,201,131 |
Property, plant and equipment, net | 1,117,003 | 1,124,358 |
Operating lease right-of-use assets, net | 197,668 | 178,220 |
Goodwill | 1,890,630 | 1,809,168 |
Client relationships and other intangible assets, net | 795,565 | 787,599 |
Deferred tax assets | 35,457 | 37,729 |
Other assets | 349,431 | 352,626 |
Total assets | 5,808,963 | 5,490,831 |
Current liabilities: | ||
Current portion of long-term debt and finance leases | 2,932 | 50,214 |
Accounts payable | 127,129 | 122,475 |
Accrued compensation | 164,748 | 206,823 |
Deferred revenue | 213,032 | 207,942 |
Accrued liabilities | 198,188 | 149,820 |
Other current liabilities | 97,347 | 102,477 |
Total current liabilities | 803,376 | 839,751 |
Long-term debt, net and finance leases | 2,202,334 | 1,929,571 |
Operating lease right-of-use liabilities | 173,015 | 155,595 |
Deferred tax liabilities | 207,011 | 217,031 |
Other long-term liabilities | 207,008 | 205,215 |
Total liabilities | 3,592,744 | 3,347,163 |
Commitments and contingencies (Notes 2, 9, 11, 12, 16 and 17) | ||
Redeemable noncontrolling interests | 28,035 | 25,499 |
Equity: | ||
Preferred stock, $0.01 par value; 20,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 120,000 shares authorized; 50,350 shares issued and 50,216 shares outstanding as of March 27, 2021, and 49,767 shares issued and outstanding as of December 26, 2020 | 504 | 498 |
Additional paid-in capital | 1,659,524 | 1,627,564 |
Retained earnings | 686,944 | 625,414 |
Treasury stock, at cost, 134 and 0 shares, as of March 27, 2021 and December 26, 2020, respectively | (36,028) | 0 |
Accumulated other comprehensive loss | (127,017) | (138,874) |
Total equity attributable to common shareholders | 2,183,927 | 2,114,602 |
Noncontrolling interest | 4,257 | 3,567 |
Total equity | 2,188,184 | 2,118,169 |
Total liabilities, redeemable noncontrolling interests and equity | 5,808,963 | 5,490,831 |
Client relationships, net | ||
Current assets: | ||
Client relationships and other intangible assets, net | 712,384 | 721,505 |
Other intangible assets, net | ||
Current assets: | ||
Client relationships and other intangible assets, net | $ 83,181 | $ 66,094 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Mar. 27, 2021 | Dec. 26, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 7,278 | $ 6,702 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 50,350,000 | 49,767,000 |
Common stock, shares outstanding (in shares) | 50,216,000 | 49,767,000 |
Treasury stock, shares (in shares) | 134,000 | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Cash flows relating to operating activities | ||
Net income | $ 63,935 | $ 50,837 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 61,508 | 57,260 |
Stock-based compensation | 13,189 | 10,960 |
Debt extinguishment and financing costs | 26,907 | 0 |
Deferred income taxes | (9,125) | (2,973) |
Loss on venture capital and strategic equity investments, net | 16,719 | 12,035 |
Other, net | 496 | 10,495 |
Changes in assets and liabilities: | ||
Trade receivables, net | 5,598 | (32,136) |
Inventories | (11,404) | 4,076 |
Accounts payable | 9,622 | (10,003) |
Accrued compensation | (37,360) | (45,245) |
Deferred revenue | 5,006 | 6,065 |
Customer contract deposits | (5,446) | 4,454 |
Other assets and liabilities, net | 30,584 | 2,765 |
Net cash provided by operating activities | 170,229 | 68,590 |
Cash flows relating to investing activities | ||
Acquisition of businesses and assets, net of cash acquired | (94,197) | (382,250) |
Capital expenditures | (28,030) | (25,721) |
Purchases of investments and contributions to venture capital investments | (16,550) | (7,121) |
Proceeds from sale of investments | 0 | 2,504 |
Other, net | 781 | (1,097) |
Net cash used in investing activities | (137,996) | (413,685) |
Cash flows relating to financing activities | ||
Proceeds from long-term debt and revolving credit facility | 1,954,011 | 1,409,793 |
Proceeds from exercises of stock options | 19,612 | 22,608 |
Payments on long-term debt, revolving credit facility, and finance lease obligations | (1,714,195) | (925,109) |
Purchase of treasury stock | (36,028) | (23,675) |
Payment of debt extinguishment and financing costs | (28,680) | 0 |
Other, net | 0 | (4,405) |
Net cash provided by financing activities | 194,720 | 479,212 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 10,953 | 290 |
Net change in cash, cash equivalents, and restricted cash | 237,906 | 134,407 |
Cash, cash equivalents, and restricted cash, beginning of period | 233,119 | 240,046 |
Cash, cash equivalents, and restricted cash, end of period | 471,025 | 374,453 |
Supplemental cash flow information: | ||
Cash, cash equivalents, and restricted cash, end of period | $ 471,025 | $ 374,453 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Equity Attributable to Common Shareholders | Noncontrolling Interest |
Beginning balance (in shares) at Dec. 28, 2019 | 48,936 | 0 | ||||||
Beginning balance at Dec. 28, 2019 | $ 1,637,828 | $ 489 | $ 1,531,785 | $ 280,329 | $ (178,019) | $ 0 | $ 1,634,584 | $ 3,244 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 51,168 | 50,769 | 50,769 | 399 | ||||
Other comprehensive loss | (40,898) | (40,898) | (40,898) | |||||
Buy-out and contingent consideration recognition in connection with redeemable noncontrolling interest | (2,379) | (2,379) | (2,379) | |||||
Issuance of stock under employee compensation plans (in shares) | 694 | |||||||
Issuance of stock under employee compensation plans | 22,623 | $ 7 | 22,616 | 22,623 | ||||
Acquisition of treasury shares (in shares) | 144 | |||||||
Acquisition of treasury shares | (23,675) | $ (23,675) | (23,675) | |||||
Stock-based compensation | 10,960 | 10,960 | 10,960 | |||||
Ending balance (in shares) at Mar. 28, 2020 | 49,630 | 144 | ||||||
Ending balance at Mar. 28, 2020 | 1,655,627 | $ 496 | 1,562,982 | 331,098 | (218,917) | $ (23,675) | 1,651,984 | 3,643 |
Beginning balance (in shares) at Dec. 26, 2020 | 49,767 | 0 | ||||||
Beginning balance at Dec. 26, 2020 | 2,118,169 | $ 498 | 1,627,564 | 625,414 | (138,874) | $ 0 | 2,114,602 | 3,567 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 62,220 | 61,530 | 61,530 | 690 | ||||
Other comprehensive loss | 11,857 | 11,857 | 11,857 | |||||
Adjustment of redeemable noncontrolling interest to redemption value | (835) | (835) | (835) | |||||
Issuance of stock under employee compensation plans (in shares) | 583 | |||||||
Issuance of stock under employee compensation plans | 19,612 | $ 6 | 19,606 | 19,612 | ||||
Acquisition of treasury shares (in shares) | 134 | |||||||
Acquisition of treasury shares | (36,028) | $ (36,028) | (36,028) | |||||
Stock-based compensation | 13,189 | 13,189 | 13,189 | |||||
Ending balance (in shares) at Mar. 27, 2021 | 50,350 | 134 | ||||||
Ending balance at Mar. 27, 2021 | $ 2,188,184 | $ 504 | $ 1,659,524 | $ 686,944 | $ (127,017) | $ (36,028) | $ 2,183,927 | $ 4,257 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 27, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying condensed consolidated financial statements are unaudited and have been prepared by Charles River Laboratories International, Inc. (the Company) in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The year-end condensed consolidated balance sheet data was derived from the Company’s audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for fiscal year 2020. The unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations. Use of Estimates The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires that the Company make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. On March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a global pandemic. The COVID-19 pandemic is dynamic, and its ultimate scope, duration and effects are uncertain. This pandemic has and continues to result in, and any future epidemic or pandemic crises may potentially result in, direct and indirect adverse effects on the Company’s industry and customers, which in turn has (with respect to COVID-19) and may (with respect to future epidemics or crises) impact the Company’s business, results of operations and financial condition. Further, the COVID-19 pandemic may also affect the Company’s operating and financial results in a manner that is not presently known to the Company or that the Company currently does not expect to present significant risks to its operations or financial results. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. Consolidation The Company’s unaudited condensed consolidated financial statements reflect its financial statements and those of its subsidiaries in which the Company holds a controlling financial interest. For consolidated entities in which the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Intercompany balances and transactions are eliminated in consolidation. The Company’s fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. Segment Reporting The Company reports its results in three reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Support (Manufacturing). The Company’s RMS reportable segment includes the Research Models, Research Model Services, and Research Products businesses. Research Models includes the commercial production and sale of small research models, as well as the supply of large research models. Research Model Services includes: Genetically Engineered Models and Services (GEMS), which performs contract breeding and other services associated with genetically engineered models; Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models; and Insourcing Solutions (IS), which provides colony management of its clients’ research operations (including recruitment, training, staffing, and management services). Research Products supplies controlled, consistent, customized primary cells and blood components derived from normal and mobilized peripheral blood, bone marrow, and cord blood. The Company’s DSA reportable segment includes services required to take a drug through the early development process including discovery services, which are non-regulated services to assist clients with the identification, screening, and selection of a lead compound for drug development, and regulated and non-regulated (GLP and non-GLP) safety assessment services. The Company’s Manufacturing reportable segment includes Microbial Solutions, which provides in vitro (non-animal) lot-release testing products, microbial detection products, and species identification services; Biologics Testing Services (Biologics), which performs specialized testing of biologics; and Avian Vaccine Services (Avian), which supplies specific-pathogen-free chicken eggs and chickens. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 1, “Description of Business and Summary of Significant Accounting Policies” in the Company’s Annual Report on Form 10-K for fiscal year 2020. Newly Adopted Accounting Pronouncements In January 2020, the Financial Accounting Standards Board (FASB) issue d ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).” ASU 2020-01 states any equity security transitioning from the alternative method of accounting under Topic 321 to the equity method, or vice versa, due to an observable transaction will be remeasured immediately before the transition. In addition, the ASU clarifies the accounting for certain non-derivative forward contracts or pur chased call options to acquire equity securities stating such instruments will be measured using the fair value principles of Topic 321 before settlement or exercise. This standard became effective for the Company in the three months ended March 27, 2021 and did not have a significant impact on the unaudited condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax), which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. This standard became effective for the Company in the three months ended March 27, 2021 and did not have a significant impact on the unaudited condensed consolidated financial statements and related disclosures. Newly Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU , including subsequently issued updates, offers temp orary optional expedients and exceptions for applying U.S. GAAP to modifications to agreements such as loans, debt securities, derivatives, and borrowings which reference LIBOR or another reference rate that will partially discontinue after December 31, 2021 and fully cease by June 30, 2023. The expedients and exceptions provided by the standard do not apply to modifications made and hedging relationships entered into or evaluated after that, except for hedging relationships existing as of the phase-out date that an entity has elected certain optional expedients for and are retained through the end of the hedging relationship. The ASU is effective until the replacement for LIBOR is completed. The interest rate on the Company’s revolving credit facility, which was amended and restated in April 2021 (see Note 9. Long-term debt and finance lease obligations) matures in fiscal year 2026, is linked to LIBOR and alternative interest rates when LIBOR is discontinued. The Company is currently evaluating the impact this new standard will have on the consolidated financial statements and related disclosures, but does not believe there will be a material impact upon adoption. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 27, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Retrogenix Limited On March 30, 2021 (second fiscal quarter of 2021), the Company acquired Retrogenix Limited (Retrogenix) for approximately £35 million in cash (or approximately $48 million based on current exchange rates), subject to customary closing adjustments. In addition to the initial purchase price, the transaction includes a potential additional payment of up to £5 million based on future performance (or approximately $7 million based on current exchange rates). Retrogenix is an early-stage contract research organization providing specialized bioanalytical services utilizing its proprietary cell microarray technology. The acquisition of Retrogenix enhances the Company’s scientific expertise with additional large molecule and cell therapy discovery capabilities. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business will be reported as part of the Company’s DSA reportable segment. Due to the limited time between the acquisition date and the filing of this Quarterly Report on Form 10-Q, it is not practicable for the Company to disclose the preliminary allocation of the purchase price to assets acquired and liabilities assumed. The Company incurred transaction and integration costs in connection with the acquisition of $0.8 million during the three months ended March 27, 2021, which were included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income. Cognate BioServices, Inc. On March 29, 2021 (second fiscal quarter of 2021), the Company acquired Cognate BioServices, Inc. (Cognate BioServices) for approximately $875 million in cash, subject to customary closing adjustments. Cognate BioServices is a cell and gene therapy contract development and manufacturing organization (CDMO) offering comprehensive manufacturing solutions for cell therapies, as well as for the production of plasmid DNA and other inputs in the CDMO value chain. The acquisition of Cognate BioServices establishes the Company as a scientific partner for cell and gene therapy development, testing, and manufacturing, providing clients with an integrated solution from basic research and discovery through cGMP production. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility and recently issued Senior Notes. This business will be reported as part of the Company’s Manufacturing reportable segment. Due to the limited time between the acquisition date and the filing of this Quarterly Report on Form 10-Q, it is not practicable for the Company to disclose either the preliminary allocation of the purchase price to assets acquired and liabilities assumed or the pro forma consolidated results of operations as if the Cognate BioServices acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition after giving effect to certain adjustments. The Company incurred transaction and integration costs in connection with the acquisition of $7.2 million during the three months ended March 27, 2021, which were included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income. Distributed Bio, Inc. On December 31, 2020, the Company acquired Distributed Bio, Inc. (Distributed Bio), a next-generation antibody discovery company with technologies specializing in enhancing the probability of success for delivering high-quality, readily formattable antibody fragments to support antibody and cell and gene therapy candidates to biopharmaceutical clients. The acquisition of Distributed Bio expands the Company’s capabilities with an innovative, large-molecule discovery platform, and creates an integrated, end-to-end platform for therapeutic antibody and cell and gene therapy discovery and development. The preliminary purchase price of Distributed Bio was $97.0 million, net of $0.8 million in cash, subject to certain post-closing adjustments that may change the purchase price. The total consideration includes $80.8 million cash paid, settlement of $3.0 million in convertible promissory notes previously invested by the Company during prior fiscal years, and $14.0 million of contingent consideration, which is estimated using a Monte Carlo Simulation model (the maximum contingent contractual payments are up to $21.0 million based on future performance and milestone achievements over a one-year period). The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s DSA reportable segment. The preliminary purchase price allocation of $97.0 million, net of $0.8 million of cash acquired was as follows: December 31, 2020 (in thousands) Trade receivables $ 2,722 Other current assets (excluding cash) 221 Property, plant and equipment 2,382 Goodwill 71,585 Definite-lived intangible assets 24,540 Other long-term assets 2,055 Current liabilities (2,823) Deferred tax liabilities (2,529) Other long-term liabilities (1,123) Total purchase price allocation $ 97,030 The preliminary purchase price allocation is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The breakout of definite-lived intangible assets acquired was as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 16,080 9 Developed technology 3,940 5 Other intangible assets 4,520 4 Total definite-lived intangible assets $ 24,540 7 The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s DSA business from new customers introduced to Distributed Bio and the assembled workforce of the acquired business. The goodwill attributable to Distributed Bio is not deductible for tax purposes. The Company incurred transaction and integration costs in connection with the acquisition of $0.7 million during the three months ended March 27, 2021 , which were primarily included in Selling, general and administrative expenses within t he unaudited condensed consolidated statements of income. Pro forma financial information as well as the disclosure of actual revenue and operating income (loss) have not been included because Distributed Bio 's financial results are not significant when compared to the Company’s consolidated financial results. Cellero, LLC On August 6, 2020, the Company acquired Cellero, LLC (Cellero), a provider of cellular products for cell therapy developers and manufacturers worldwide. The addition of Cellero enhances the Company’s unique, comprehensive solutions for the high-growth cell therapy market, strengthening the ability to help accelerate clients’ critical programs from basic research and proof-of-concept to regulatory approval and commercialization. It also expands the Company’s access to high-quality, human-derived biomaterials with Cellero’s donor sites in the United States. The purchase price for Cellero was $37.4 million in cash . The acquisition was funded through available cash. This business is reported as part of the Company’s RMS reportable segment. The preliminary purchase price allocation of $36.9 million, net of $0.5 million of cash acquired was as follows: August 6, 2020 (in thousands) Trade receivables $ 1,500 Inventories 551 Other current assets (excluding cash) 182 Property, plant and equipment 1,648 Goodwill 19,457 Definite-lived intangible assets 16,230 Other long-term assets 849 Current liabilities (1,360) Deferred tax liabilities (1,467) Other long-term liabilities (740) Total purchase price allocation $ 36,850 The preliminary p urchase price allocation is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. From the date of the acquisition through March 27, 2021, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The breakout of definite-lived intangible assets acquired was as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 14,740 13 Other intangible assets 1,490 3 Total definite-lived intangible assets $ 16,230 12 The goodwill resulting from the transaction, $10.8 million of which is deductible for tax purposes due to a prior asset acquisition, is primarily attributable to the potential growth of the Company’s RMS business from customers introduced through Cellero and the assembled workforce of the acquired business. The Company incurred integration costs in connection with the acquisition of $0.4 million for the three months ended March 27, 2021, which were primarily included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income. Pro forma financial information as well as the disclosure of actual revenue and operating income (loss) have not been included because Cellero's financial results are not significant when compared to the Company’s consolidated financial results. HemaCare Corporation On January 3, 2020, the Company acquired HemaCare Corporation (HemaCare), a business specializing in the production of human-derived cellular products for the cell therapy market. The acquisition of HemaCare expands the Company’s comprehensive portfolio of early-stage research and manufacturing support solutions to encompass the production and customization of high-quality, human derived cellular products to better support clients’ cell therapy programs. The purchase price of HemaCare was $379.8 million in cash. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility . This business is reported as part of the Company’s RMS reportable segment. The purchase price allocation of $376.7 million, net of $3.1 million of cash acquired was as follows: January 3, 2020 (in thousands) Trade receivables $ 6,451 Inventories 8,468 Other current assets (excluding cash) 3,494 Property, plant and equipment 10,033 Goodwill 210,196 Definite-lived intangible assets 183,540 Other long-term assets 5,920 Current liabilities (5,188) Deferred tax liabilities (38,529) Other long-term liabilities (7,664) Total purchase price allocation $ 376,721 From the date of the acquisition through December 26, 2020, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis. No further adjustments will be made to the purchase price allocation. The breakout of definite-lived intangible assets acquired was as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 170,390 19 Trade name 7,330 10 Other intangible assets 5,820 3 Total definite-lived intangible assets $ 183,540 18 The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s RMS business from customers introduced through HemaCare and the assembled workforce of the acquired business. The goodwill attributable to HemaCare is not deductible for tax purposes. The Company incurred transaction and integration costs in connection with the acquisition of $0.1 million and $5.7 million for the three months ended March 27, 2021 and March 28, 2020, respectively, which were primarily included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income. The following selected unaudited pro forma consolidated results of operations are presented as if the HemaCare acquisition had occurred as of the beginning of the p eriod immediately preceding the period of acquisition, which is December 30, 2018, after giving effect to certain adjustments. For t he three months ended March 28, 2020, these adjustments included additional amortization of intangible assets and depreciation of fixed assets of $0.2 million, elimi nation of intercompany activity and other one-time costs, and the tax impacts of these adjustments. Three Months Ended March 28, 2020 (in thousands) (unaudited) Revenue $ 707,077 Net income attributable to common shareholders 55,705 These unaudited pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the dates indicated or that may result in the future. No effect has been given for synergies, if any, that may be realized through the acquisition. Other Acquisition On March 3, 2021, the Company acquired certain assets from a distributor that supports the Company’s DSA reportable segment. The preliminary purchase price was $35.6 million, which includes $19.7 million in cash paid ($5.5 million of which was paid in fiscal 2020), subject to customary closing adjustments, and $15.9 million of contingent consideration, which is |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 3 Months Ended |
Mar. 27, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table disaggregates the Company’s revenue by major business line and timing of transfer of products or services: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Timing of Revenue Recognition: RMS Services and products transferred over time $ 64,896 $ 60,041 Services and products transferred at a point in time 112,014 85,955 Total RMS revenue 176,910 145,996 DSA Services and products transferred over time 500,468 438,564 Services and products transferred at a point in time 710 119 Total DSA revenue 501,178 438,683 Manufacturing Services and products transferred over time 50,568 37,314 Services and products transferred at a point in time 95,910 85,066 Total Manufacturing revenue 146,478 122,380 Total revenue $ 824,566 $ 707,059 RMS The RMS business generates revenue through the commercial production and sale of research models, research products, and the provision of services related to the maintenance and monitoring of research models and management of clients’ research operations. Revenue from the sale of research models and products is recognized at a point in time when the customer obtains control of the product, which may be upon shipment or upon delivery based on the shipping terms of a contract. Revenue generated from research models services is recognized over time and is typically based on a right-to-invoice measure of progress (output method) as invoiced amounts correspond directly to the value of the Company’s performance to date. DSA The Discovery and Safety Assessment business provides a full suite of integrated drug discovery services directed at the identification, screening and selection of a lead compound for drug development and offers a full range of safety assessment services including bioanalysis, drug metabolism, pharmacokinetics, toxicology and pathology. Discovery and Safety Assessment services revenue is generally recognized over time using the cost-to-cost or right to invoice measures of progress, primarily representing fixed fee service contracts and per unit service contracts, respectively. Manufacturing The Manufacturing business includes Microbial Solutions, which provides in vitro (non-animal) lot-release testing products, microbial detection products, and species identification services; Biologics Testing Services (Biologics), which performs specialized testing of biologics; and Avian Vaccine Services (Avian), which supplies specific-pathogen-free chicken eggs and chickens. Species identification service revenue is generally recognized at a point in time as identifications are completed by the Company. Biologics service revenue is generally recognized over time using the cost-to-cost measure of progress. Microbial Solutions and Avian product sales are generally recognized at a point in time when the customer obtains control of the product, which may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Transaction Price Allocated to Future Performance Obligations The Company discloses the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of March 27, 2021. Excluded from the disclosure is the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. The Company has assessed future performance obligations with respect to the COVID-19 pandemic uncertainties and believes there is an insignificant impact on the ability to meet future performance obligations and the amount of revenue to be recognize d. The following table inclu des estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) as of March 27, 2021: Revenue Expected to be Recognized in Future Periods Less than 1 Year 1 to 3 Years 4 to 5 Years Beyond 5 Years Total (in thousands) DSA $ 212,919 $ 120,893 $ 4,404 $ 122 $ 338,338 Manufacturing 8,724 3,170 — — 11,894 Total $ 221,643 $ 124,063 $ 4,404 $ 122 $ 350,232 Contract Balances from Contracts with Customers The timing of revenue recognition, billings and cash collections results in billed receivables (client receivables), contract assets (unbilled revenue), and contract liabilities (current and long-term deferred revenue and customer contract deposits) on the unaudited condensed consolidated balance sheets. The Company’s payment terms are generally 30 days in the United States and consistent with prevailing practice in international markets. A contract asset is recorded when a right to consideration in exchange for goods or services transferred to a customer is conditioned other than the passage of time. Client receivables are recorded separately from contract assets since only the passage of time is required before consideration is due. A contract liability is recorded when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. The following table provides information about client receivables, contract assets, and contract liabilities from contracts with customers: March 27, 2021 December 26, 2020 (in thousands) Balances from contracts with customers: Client receivables $ 463,800 $ 489,042 Contract assets (unbilled revenue) 154,044 135,400 Contract liabilities (current and long-term deferred revenue) 233,075 227,417 Contract liabilities (customer contract deposits) 36,652 42,244 When the Company does not have the unconditional right to advanced billings, both advanced client payments and unpaid advanced client billings are excluded from deferred revenue, with the advanced billings also being excluded from client receivables. The Company excluded approximately $19 million and $16 million of unpaid advanced client billings from both client receivables and deferred revenue in the accompanying unaudited condensed consolidated balance sheets as of March 27, 2021 and December 26, 2020, respectively. Advanced client payments of approximately $37 million and $42 million have been presented as customer contract deposits within other current liabilities in the accompanying unaudited condensed consolidated balance sheets as of March 27, 2021 and December 26, 2020, respectively. Other changes in the contract asset and the contract liability balances during the three months ended March 27, 2021 and March 28, 2020 were as follows: (i) Changes due to business combinations: See Note 2. “Business Combinations” for the Company’s recent acquisitions. (ii) Cumulative catch-up adjustments to revenue that affect the corresponding contract asset or contract liability, including adjustments arising from a change in the measure of progress, a change in an estimate of the transaction price (including any changes in the assessment of whether an estimate of variable consideration is constrained), or a contract modification: During the three months ended March 27, 2021 and March 28, 2020, immaterial cumulative catch-up adjustments to revenue were recorded. (iii) A change in the time frame for a right to consideration to become unconditional (that is, for a contract asset to be recorded as a client receivable): Approximatel y 60% of unbilled revenue as of December 26, 2020 was billed during the three months ended March 27, 2021. Approximately 60% of unbilled revenue as of December 28, 2019, which was $122 million, was billed during the three months ended March 28, 2020. (iv) A change in the time frame for a performance obligation to be satisfied (that is, for the recognition of revenue arising from a contract liability): Approximately 60% of contract liabilities as of December 26, 2020 were recognized as revenue during the three months ended March 27, 2021. Approximately 60% of contract liabilities as of December 28, 2019, which was $193 million, were recognized as revenue during the three months ended March 28, 2020. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 27, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company’s three reportable segments are RMS, DSA, and Manufacturing. The following table presents revenue and other financial information by reportable segment: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) RMS Revenue $ 176,910 $ 145,996 Operating income 44,935 27,373 Depreciation and amortization 9,679 8,752 Capital expenditures 2,983 5,412 DSA Revenue $ 501,178 $ 438,683 Operating income 90,949 72,283 Depreciation and amortization 44,608 41,330 Capital expenditures 17,040 14,729 Manufacturing Revenue $ 146,478 $ 122,380 Operating income 49,437 41,112 Depreciation and amortization 6,569 6,366 Capital expenditures 7,110 5,161 Reconciliations of segment operating income, depreciation and amortization, and capital expenditures to the respective consolidated amounts are as follows: Operating Income Depreciation and Amortization Capital Expenditures March 27, 2021 March 28, 2020 March 27, 2021 March 28, 2020 March 27, 2021 March 28, 2020 (in thousands) Three Months Ended: Total reportable segments $ 185,321 $ 140,768 $ 60,856 $ 56,448 $ 27,133 $ 25,302 Unallocated corporate (61,618) (46,487) 652 812 897 419 Total consolidated $ 123,703 $ 94,281 $ 61,508 $ 57,260 $ 28,030 $ 25,721 Revenue for each significant product or service offering is as follows: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) RMS $ 176,910 $ 145,996 DSA 501,178 438,683 Manufacturing 146,478 122,380 Total revenue $ 824,566 $ 707,059 A summary of unallocated corporate expense consists of the following: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Stock-based compensation $ 7,642 $ 6,704 Compensation, benefits, and other employee-related expenses 27,362 21,980 External consulting and other service expenses 7,356 2,469 Information technology 4,095 3,716 Depreciation 652 812 Acquisition and integration 10,560 6,983 Other general unallocated corporate 3,951 3,823 Total unallocated corporate expense $ 61,618 $ 46,487 Other general unallocated corporate expense consists of costs associated with departments such as senior executives, corporate accounting, legal, tax, human resources, treasury, and investor relations. Revenue by geographic area is as follows: U.S. Europe Canada Asia Pacific Other Consolidated (in thousands) Three Months Ended: March 27, 2021 $ 448,482 $ 237,535 $ 77,107 $ 59,446 $ 1,996 $ 824,566 March 28, 2020 406,712 190,262 76,633 31,829 1,623 707,059 Included in the Other category above are operations located in Brazil and Israel. Revenue represents sales originating in entities physically located in the identified geographic area. |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 3 Months Ended |
Mar. 27, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | SUPPLEMENTAL BALANCE SHEET INFORMATION The composition of trade receivables, net is as follows: March 27, 2021 December 26, 2020 (in thousands) Client receivables $ 463,800 $ 489,042 Unbilled revenue 154,044 135,400 Total 617,844 624,442 Less: Allowance for doubtful accounts (7,278) (6,702) Trade receivables, net $ 610,566 $ 617,740 The composition of inventories is as follows: March 27, 2021 December 26, 2020 (in thousands) Raw materials and supplies $ 26,726 $ 28,317 Work in process 32,619 36,755 Finished products 134,239 120,623 Inventories $ 193,584 $ 185,695 The composition of other current assets is as follows: March 27, 2021 December 26, 2020 (in thousands) Prepaid income tax $ 66,885 $ 68,462 Short-term investments 1,025 1,024 Restricted cash 4,012 3,074 Other current assets $ 71,922 $ 72,560 The composition of other assets is as follows: March 27, 2021 December 26, 2020 (in thousands) Venture capital investments $ 175,506 $ 197,100 Strategic equity investments 35,772 24,704 Life insurance policies 46,258 43,827 Other long-term income tax assets 22,827 23,485 Restricted cash 1,602 1,621 Long-term pension assets 33,435 31,915 Other 34,031 29,974 Other assets $ 349,431 $ 352,626 The composition of other current liabilities is as follows: March 27, 2021 December 26, 2020 (in thousands) Current portion of operating lease right-of-use liabilities $ 25,868 $ 24,674 Accrued income taxes 24,952 24,884 Customer contract deposits 36,652 42,244 Other 9,875 10,675 Other current liabilities $ 97,347 $ 102,477 The composition of other long-term liabilities is as follows: March 27, 2021 December 26, 2020 (in thousands) U.S. Transition Tax $ 48,781 $ 48,781 Long-term pension liability, accrued executive supplemental life insurance retirement plan and deferred compensation plan 74,223 74,233 Long-term deferred revenue 20,043 19,475 Other 63,961 62,726 Other long-term liabilities $ 207,008 $ 205,215 |
VENTURE CAPITAL AND STRATEGIC E
VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS | 3 Months Ended |
Mar. 27, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS | VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS Venture capital investments were $175.5 million and $197.1 million as of March 27, 2021 and December 26, 2020, respectively. The Company’s total commitment to the venture capital funds as of March 27, 2021 was $149.3 million, of which the Company funded $99.7 million through that date. The Company received distributions totaling $9.3 million and $0.9 million for the three months ended March 27, 2021 and March 28, 2020, respectively. The Company recognized net losses of $16.4 million and $12.2 million related to the venture capital investments for the three months ended March 27, 2021 and March 28, 2020, respectively, primarily driven by decreases in fair value of publicly-held investments. The Company also invests, with minority positions, directly in equity of predominantly privately-held companies. Strategic equity investments were $35.8 million and $24.7 million as of March 27, 2021 and December 26, 2020, respectively. The Company recognized insignificant gains and losses for the three months ended March 27, 2021 and March 28, 2020, respectively. |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 27, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUEThe Company has certain financial assets and liabilities recorded at fair value, which have been classified as Level 1, 2, or 3 within the fair value hierarchy: • Level 1 - Fair values are determined utilizing prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access, • Level 2 - Fair values are determined by utilizing quoted prices for identical or similar assets and liabilities in active markets or other market observable inputs such as interest rates, yield curves, and foreign currency spot rates, • Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The fair value hierarchy level is determined by asset and class based on the lowest level of significant input. The observability of inputs may change for certain assets or liabilities. This condition could cause an asset or liability to be reclassified between levels. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. During the three months ended March 27, 2021 and March 28, 2020, there were no transfers between levels. Valuation methodologies used for assets and liabilities measured or disclosed at fair value are as follows: • Cash equivalents - Valued at market prices determined through third-party pricing services; • Foreign currency forward contracts - Valued using market observable inputs, such as forward foreign exchange points and foreign exchanges rates; • Life insurance policies - Valued at cash surrender value based on the fair value of underlying investments; • Debt instruments - The book value of the Company’s term and revolving loans, which are variable rate loans carried at amortized cost, approximates the fair value based on current market pricing of similar debt. The book values of the Company’s Senior Notes, which are fixed rate debt, are carried at amortized cost. Fair values of the Senior Notes are based on quoted market prices and on borrowing rates available to the Company; and • Contingent consideration - Valued based on a probability weighting of the future cash flows associated with the potential outcomes. Assets and liabilities measured at fair value on a recurring basis are summarized below: March 27, 2021 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents $ — $ 6,172 $ — $ 6,172 Other assets: Life insurance policies — 38,250 — 38,250 Total assets measured at fair value $ — $ 44,422 $ — $ 44,422 Other liabilities measured at fair value: Contingent consideration $ — $ — $ 33,163 $ 33,163 Total liabilities measured at fair value $ — $ — $ 33,163 $ 33,163 December 26, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents $ — $ 2,273 $ — $ 2,273 Other assets: Life insurance policies — 35,770 — 35,770 Total assets measured at fair value $ — $ 38,043 $ — $ 38,043 Other liabilities measured at fair value: Contingent consideration $ — $ — $ 2,328 $ 2,328 Total liabilities measured at fair value $ — $ — $ 2,328 $ 2,328 Contingent Consideration The following table provides a rollforward of the contingent consideration related to the Company’s business combinations. See Note 2, “Business Combinations.” Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Beginning balance $ 2,328 $ 712 Additions 29,990 2,131 Fair value adjustments 917 — Payments — (218) Foreign currency (72) (62) Ending balance $ 33,163 $ 2,563 The Company estimates the fair value of contingent consideration obligations through valuation models, such as probability-weighted and option pricing models, that incorporate probability adjusted assumptions and simulations related to the achievement of the milestones and the likelihood of making related payments. The unobservable inputs used in the fair value measurements include the probabilities of successful achievement of certain financial targets, forecasted results or targets, volatilities, discount rates, and risk-free rates. Increases or decreases in these assumptions may result in a higher or lower fair value measurement, respectively. Debt Instruments The book value of the Company’s term and revolving loans, which are variable rate loans carried at amortized cost, approximates the fair value based on current market pricing of similar debt. As the fair value is based on significant other observable inputs, including current interest and foreign currency exchange rates, it is deemed to be Level 2 within the fair value hierarchy. The book value of the Company’s Senior Notes are fixed rate obligations carried at amortized cost. Fair value is based on quoted market prices as well as borrowing rates available to the Company. As the fair value is based on significant other observable outputs, it is deemed to be Level 2 within the fair value hierarchy. The book value and fair value of the Company’s Senior Notes is summarized below: March 27, 2021 December 26, 2020 Book Value Fair Value Book Value Fair Value 5.5% Senior Notes due 2026 $ — $ — $ 500,000 $ 523,100 4.25% Senior Notes due 2028 500,000 513,750 500,000 523,750 3.75% Senior Notes due 2029 500,000 501,250 — — 4.0% Senior Notes due 2031 500,000 504,350 — — |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 27, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The following table provides a rollforward of the Company’s goodwill: Adjustments to Goodwill December 26, 2020 Acquisitions Foreign Exchange March 27, 2021 (in thousands) RMS $ 287,759 $ — $ (169) $ 287,590 DSA 1,378,130 88,611 (7,726) 1,459,015 Manufacturing 143,279 — 746 144,025 Goodwill $ 1,809,168 $ 88,611 $ (7,149) $ 1,890,630 The increase in goodwill during the three months ended March 27, 2021 related primarily to the acquisition of Distributed Bio in the DSA reportable segment. Intangible Assets, Net The following table displays intangible assets, net by major class: March 27, 2021 December 26, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (in thousands) Backlog $ 610 $ (152) $ 458 $ 29,233 $ (29,233) $ — Technology 133,667 (85,610) 48,057 130,907 (81,305) 49,602 Trademarks and trade names 12,231 (2,112) 10,119 15,870 (5,648) 10,222 Other 28,736 (4,189) 24,547 20,903 (14,633) 6,270 Other intangible assets 175,244 (92,063) 83,181 196,913 (130,819) 66,094 Client relationships 1,152,499 (440,115) 712,384 1,137,331 (415,826) 721,505 Intangible assets $ 1,327,743 $ (532,178) $ 795,565 $ 1,334,244 $ (546,645) $ 787,599 The increase in intangible assets, net during the three months ended March 27, 2021 related primarily to the acquisition of Distributed Bio. |
LONG-TERM DEBT AND FINANCE LEAS
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS | 3 Months Ended |
Mar. 27, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS | LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS Long-term debt, net and finance leases consists of the following: March 27, 2021 December 26, 2020 (in thousands) Term loans $ — $ 146,875 Revolving facility 694,135 814,752 5.5% Senior Notes due 2026 — 500,000 4.25% Senior Notes due 2028 500,000 500,000 3.75% Senior Notes due 2029 500,000 — 4.0% Senior Notes due 2031 500,000 — Other debt 369 3,457 Finance leases (Note 16) 28,844 29,047 Total debt and finance leases 2,223,348 1,994,131 Less: Current portion of long-term debt 109 47,196 Current portion of finance leases (Note 16) 2,823 3,018 Current portion of long-term debt and finance leases 2,932 50,214 Long-term debt and finance leases 2,220,416 1,943,917 Debt discount and debt issuance costs (18,082) (14,346) Long-term debt, net and finance leases $ 2,202,334 $ 1,929,571 As of March 27, 2021 and December 26, 2020, the weighted average interest rate on the Company’s debt was 3.09% and 3.11%, respectively. Term L oans and Revolving Facility (Credit Facility) As of and for the three months ended March 27, 2021, the Company had a credit facility consisting of a $750 million term loan and a $2.05 billion multi-currency revolving facility. The term loan facility matured in 19 quarterly installments with the last installment due March 26, 2023. During the three months ended March 27, 2021, the Company prepaid the remaining amount of the term loan, or $146.9 million, with proceeds from an unregistered private offering (see 2029 and 2031 Senior Notes below). The revolving facility matured on March 26, 2023, and required no scheduled payment before that date. Approximately $0.2 million of deferred financing costs were expensed upon prepayment of the term loan. The interest rates applicable to the term loan and revolving facility under the Credit Facility were, at the Company’s option, equal to either the base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.50%, or (3) the one- month adjusted LIBOR rate plus 1.0%) or the adjusted LIBOR rate, plus an interest rate margin based upon the Company’s leverage ratio. In April 2021, the Company amended and restated the Credit Facility increasing the capacity of the revolving credit facility and extending the maturity date to April 2026, which requires no scheduled payment before that date. The amended and restated Credit Facility provides for a $3.0 billion multi-currency revolving facility. No additional term loan was borrowed. Certain amendments were made in connection with the prospective discontinuation of LIBOR and certain other changes in law since the execution of the Company’s existing credit agreement and makes certain other amendments to certain other covenants and terms. The interest rates applicable to the amended and restated revolving facility are equal to (A) for revolving loans denominated in U.S. dollars, at the Company’s option, either the base rate (which is the higher of (1) the prime rate, (2) the federal funds rate plus 0.50%, or (3) the one-month adjusted LIBOR rate plus 1%) or the adjusted LIBOR rate, (B) for revolving loans denominated in euros, the adjusted EURIBOR rate and (C) for revolving loans denominated in sterling, the daily simple SONIA rate, in each case, plus an interest rate margin based upon the Company’s leverage ratio. The Credit Facility includes certain customary representations and warranties, events of default, notices of material adverse changes to the Company’s business and negative and affirmative covenants. These covenants include (1) maintenance of a ratio of consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) less capital expenditures to consolidated cash interest expense, for any period of four consecutive fiscal quarters, of no less than 3.50 to 1.0 as well as (2) maintenance of a ratio of consolidated indebtedness to consolidated EBITDA for any period of four consecutive fiscal quarters, of no more than 4.25 to 1.0. As of March 27, 2021, the Company was compliant with all covenants under the Credit Agreement. The obligations of the Company under the Credit Facility are collateralized by substantially all of the assets of the Company. During the three months ended March 27, 2021 and March 28, 2020, the Company had multiple U.S. dollar denominated loans borrowed by a non-U.S. Euro functional currency entity under the Company’s Credit Facilit y, which ranged from $300 million to $400 million each. This resulted in foreign currency losses recognized in Other income, net of $13.4 million and $4.2 million during the three months ended March 27, 2021 and March 28, 2020, respectively, related to the remeasurement of the underlying debt. The Company entered into foreign exchange forward contracts to limit its foreign currency ex posures related to these borrowings and recognized gains of $14.0 million and $6.1 million during the three months ended March 27, 2021 and March 28, 2020, respectively, within Interest expense. As of March 27, 2021, the Company did not have any outstanding borrowings in a currency different than its respective functional currency. Se e Note 14, “Foreign Currency Contracts”, for further discussion. Base Indenture for Senior Notes The Company enters into certain indentures in order to issue senior notes and is subject to certain affirmative and negative covenants. The Company has the following Senior Notes in the current and prior fiscal periods. 2026 Senior Notes In fiscal year 2018, the Company issued $500 million of 5.5% Senior Notes due in 2026 (2026 Senior Notes) in an unregistered offering. Interest on the 2026 Senior Notes was payable semi-annually on April 1 and October 1. On March 23, 2021, the Company prepaid the $500 million 2026 Seniors Notes along with $21 million of related debt extinguishment costs and $13 million of accrued interest using proceeds from additional senior notes issued on the same day (see 2029 and 2031 Senior Notes). The payment of the 2026 Senior Notes was accounted for as a debt extinguishment. Approximately $21 million of debt extinguishment costs and $5 million of deferred financing costs write-offs were recorded in Interest expense for the three months ended March 27, 2021. 2028 Senior Notes In fiscal year 2019, the Company issued $500 million of 4.25% Senior Notes due in 2028 (2028 Senior Notes) in an unregistered offering. Interest on the 2028 Senior Notes is payable semi-annually on May 1 and November 1. 2029 Senior Notes and 2031 Senior Notes In the three months ended March 27, 2021, the Company issued $1 billion split between $500 million of 3.75% Senior Notes due in 2029 (2029 Senior Notes), and $500 million of 4.00% Senior Notes due in 2031 (2031 Senior Notes), in an unregistered offering. Interest on the 2029 and 2031 Senior Notes is payable semi-annually on March 15 and September 15. Approximately $10 million of deferred financing costs were capitalized as part of this debt issuance. Proceeds from the 2029 and 2031 Senior Notes were used as follows: prepay the $500 million 2026 Senior Notes, $21 million of debt extinguishment costs, and $13 million of accrued interest; prepay the $146.9 million remaining term loan; pay down $135 million of the revolving facility; and pay for a portion of the Cognate BioServices acquisition, which occurred on March 29, 2021. Principal Maturities Principal maturities of existing debt, giving effect to the amended and restated Credit Agreement, for the periods set forth in the table below, are as follows: Principal (in thousands) 2021 (excluding the three months ended March 27, 2021) $ 109 2022 — 2023 — 2024 260 2025 — Thereafter 2,194,135 Total $ 2,194,504 Letters of Credit As of March 27, 2021 and December 26, 2020, the Company had $16.8 million and $16.0 million, respectively, in outstanding letters of credit. |
EQUITY AND NONCONTROLLING INTER
EQUITY AND NONCONTROLLING INTERESTS | 3 Months Ended |
Mar. 27, 2021 | |
Equity [Abstract] | |
EQUITY AND NONCONTROLLING INTERESTS | EQUITY AND NONCONTROLLING INTERESTS Earnings Per Share The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Numerator: Net income $ 63,935 $ 50,837 Less: Net income attributable to noncontrolling interests 2,405 68 Net income attributable to common shareholders $ 61,530 $ 50,769 Denominator: Weighted-average shares outstanding - Basic 49,980 49,189 Effect of dilutive securities: Stock options, restricted stock units and performance share units 1,095 777 Weighted-average shares outstanding - Diluted 51,075 49,966 Options to purchase less than 0.1 million and 0.4 million shares for the three months ended March 27, 2021 and March 28, 2020, respectively, as well as a non-significant number of restricted stock units (RSUs) and performance share units (PSUs), were not included in computing diluted earnings per share because their inclusion would have been anti-dilutive. Basic weighted-average shares outstanding for both the three months ended March 27, 2021 and March 28, 2020 excluded the impact of 0.6 million shares of non-vested RSUs and PSUs. Treasury Shares During the three months ended March 27, 2021 and March 28, 2020, the Company did not repurchase any shares under its authorized stock repurchase program. As of March 27, 2021, the Company had $129.1 million remaining on the authorized stock repurchase program. The Company’s stock-based compensation plans permit the netting of common stock upon vesting of RSUs and PSUs in order to satisfy individual statutory tax withholding requirements. During the three months ended March 27, 2021 and March 28, 2020, the Company acquired 0.1 million shares for $36.0 million and 0.1 million shares for $23.7 million, respectively, from such netting. Accumulated Other Comprehensive Income (Loss) Changes to each component of accumulated other comprehensive income (loss), net of income taxes, are as follows: Foreign Currency Translation Adjustment Pension and Other Post-Retirement Benefit Plans Total (in thousands) December 26, 2020 $ (73,884) $ (64,990) $ (138,874) Other comprehensive income before reclassifications 9,844 — 9,844 Amounts reclassified from accumulated other comprehensive income — 988 988 Net current period other comprehensive income 9,844 988 10,832 Income tax (benefit) expense (1,270) 245 (1,025) March 27, 2021 $ (62,770) $ (64,247) $ (127,017) Nonredeemable Noncontrolling Interest The Company has an investment in an entity whose financial results are consolidated in the Company’s unaudited condensed consolidated financial statements, as it has the ability to exercise control over this entity. The interest of the noncontrolling party in this entity has been recorded as noncontrolling interest within Equity in the accompanying unaudited condensed consolidated balance sheets. The activity within the nonredeemable noncontrolling interest was not significant during the three months ended March 27, 2021 and March 28, 2020. Redeemable Noncontrolling Interests The Company has a 92% equity interest in Vital River with an 8% redeemable noncontrolling interest. The Company has the right to purchase, and the noncontrolling interest holders have the right to sell, the remaining 8% equity interest at a contractually defined redemption value, subject to a redemption floor, which represents a derivative embedded within the equity instrument. These rights are exercisable beginning in 2022 and are accelerated in certain events. The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value ($18.7 million as of March 27, 2021) and the carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. As the noncontrolling interest holders have the ability to require the Company to purchase the remaining 8% interest, the noncontrolling interest is classified in the mezzanine section of the unaudited condensed consolidated balance sheets, which is presented above the equity section and below liabilities. The amount that the Company could be required to pay to purchase the remaining 8% equity interest is not limited. As part of the Citoxlab acquisition in 2019, the Company acquired an approximate 90% equity interest in a subsidiary that was fully consolidated under the voting interest model, which included an approximate 10% redeemable noncontrolling interest. In February 2020, the Company purchased the remaining approximate 10% noncontrolling interest for approximately $4 million and assumption of a contingent consideration liability payable to the former shareholders. See Note 7. “Fair Value”. In 2019, the Company acquired an 80% equity interest that is fully consolidated under the voting interest model, which includes a 20% redeemable noncontrolling interest. The Company has the right to purchase, and the noncontrolling interest holders have the right to sell, the remaining 20% equity interest at its appraised value. These rights are exercisable beginning in 2022. The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the appraised value and the carrying amount adjusted for net income (loss) attributable to the noncontrolling interest or a predetermined floor value. As the noncontrolling interest holders have the ability to require the Company to purchase the remaining 20% interest, the noncontrolling interest is classified in the mezzanine section of the unaudited condensed consolidated balance sheets, which is presented above the equity section and below liabilities. The amount that the Company could be required to pay to purchase the remaining 20% equity interest is not limited. The following table provides a rollforward of the activity related to the Company’s redeemable noncontrolling interests: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Beginning balance $ 25,499 $ 28,647 Adjustment to Vital River redemption value 835 — Purchase of a 10% redeemable noncontrolling interest — (3,732) Net income (loss) attributable to noncontrolling interests 1,716 (332) Foreign currency translation (15) (544) Ending balance $ 28,035 $ 24,039 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 27, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s effective tax rates for the three months ended March 27, 2021 and March 28, 2020 were 3.6% and 8.3%, respectively. For the three months ended March 27, 2021, the decrease was primarily attributable to increased tax benefit from stock-based compensation deductions in the first quarter of 2021 compared to the corresponding period in 2020. For the three months ended March 27, 2021, the Company’s unrecognized tax benefits increased by $0.3 million to $25.3 million, primarily due to an additional quarter of Canadian Scientific Research and Experimental Development Credit Reserves, state tax positions, and unfavorable foreign exchange, partially offset by decreases due to dispositions. The accrued interest on unrecognized tax benefits was $2.4 million at March 27, 2021 . The Company estimates that it is reasonably possible that the unrecognized tax benefits will decrease by approximately $1.0 million over the next twelve-month period, primarily due to expiring statutes of limitations. The Company conducts business in a number of tax jurisdictions. As a result, it is subject to tax audits on a regular basis including, but not limited to, such major jurisdictions as the U.S., the U.K., China, France, Germany, and Canada. With few exceptions, the Company is no longer subject to U.S. and international income tax examinations for years before 2017. The Company and certain of its subsidiaries have ongoing tax controversies in the U.S., France, China, Germany, India, and Canada. The Company does not anticipate resolution of these audits will have a material impact on its consolidated financial statements. |
PENSION AND OTHER POST-RETIREME
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS | 3 Months Ended |
Mar. 27, 2021 | |
Retirement Benefits [Abstract] | |
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS | PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS The following table provides the components of net periodic cost for the Company’s pension, deferred compensation and executive supplemental life insurance retirement plans: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Service cost $ 911 $ 797 Interest cost 1,344 2,355 Expected return on plan assets (1,983) (2,981) Amortization of prior service cost (credit) (128) (125) Amortization of net loss 1,110 1,586 Other adjustments — 125 Net periodic cost $ 1,254 $ 1,757 Service cost is recorded as an operating expense within the accompanying unaudited condensed consolidated statements of income. All other components of net periodic costs are recorded in Other expense, net in the accompanying unaudited condensed consolidated statements of income. The net periodic cost for the Company’s other post-retirement benefit plan for the three months ended March 27, 2021 and March 28, 2020 was not significant. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 27, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company has stock-based compensation plans under which employees and non-employee directors may be granted stock-based awards such as stock options, restricted stock, RSUs, and PSUs. The following table provides stock-based compensation by the financial statement line item in which it is reflected: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Cost of revenue $ 2,713 $ 2,035 Selling, general and administrative 10,476 8,925 Stock-based compensation, before income taxes 13,189 10,960 Provision for income taxes (1,987) (1,551) Stock-based compensation, net of income taxes $ 11,202 $ 9,409 |
FOREIGN CURRENCY CONTRACTS
FOREIGN CURRENCY CONTRACTS | 3 Months Ended |
Mar. 27, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FOREIGN CURRENCY CONTRACTS | FOREIGN CURRENCY CONTRACTS Cross currency loans The Company periodically enters into foreign exchange forward contracts to limit its foreign currency exposure related to U.S. dollar denominated loans borrowed by a non-U.S. Euro functional currency entity under the Company’s Credit Facility. These contracts are not designated as hedging instruments. Any gains or losses on these forward contracts are recognized immediately within Interest expense in the unaudited condensed consolidated statements of income. The Company had no open forward contracts related to a U.S. dollar denominated loan borrowed by a non-U.S. Euro functional currency a t March 27, 2021 or December 26, 2020. The following table summarizes the effect of the foreign exchange forward contracts entered into to limit the Company’s foreign currency exposure related to U.S. dollar denominated loans borrowed by a non-U.S. Euro functional currency entity under the Credit Facility on the Company’s unaudited condensed consolidated statements of income: March 27, 2021 March 28, 2020 Location of gain (loss) Financial statement caption amount Amount of gain (loss) Financial statement caption amount Amount of gain (loss) (in thousands) Three Months Ended: Interest expense $ (29,719) $ 13,977 $ (15,067) $ 6,067 Intercompany loans The Company periodically enters into foreign exchange forward contracts to limit its foreign currency exposure related to certain intercompany loans. These contracts are not designated as hedging instruments. Any gains or losses on forward contracts associated with intercompany loans are recognized immediately in Other income (expense), net and are largely offset by the remeasurement of the underlying intercompany loans. The Company did not enter into foreign currency forward contracts related to certain intercompany loans during 2021 and 2020. The Company settled one foreign currency forward contract related to certain intercompany loans in 2020, and recognized an immaterial loss during the three months ended March 28, 2020 recognized in Other expense, net. |
RESTRUCTURING AND ASSET IMPAIRM
RESTRUCTURING AND ASSET IMPAIRMENTS | 3 Months Ended |
Mar. 27, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND ASSET IMPAIRMENTS | RESTRUCTURING AND ASSET IMPAIRMENTS Global Restructuring Initiatives In recent fiscal years, the Company has undertaken productivity improvement initiatives within all reportable segments at various locations across the U.S., Canada, Europe, and China. This includes workforce right-sizing and scalability initiatives, resulting in severance and transition costs; and cost related to the consolidation of facilities, resulting in asset impairment and accelerated depreciation charges. The following table presents a summary of restructuring costs related to these initiatives within the unaudited condensed consolidated statements of income. Three Months Ended March 27, 2021 March 28, 2020 Severance and Transition Costs Asset Impairments and Other Costs Total Severance and Transition Costs Asset Impairments and Other Costs Total (in thousands) Cost of services provided and products sold (excluding amortization of intangible assets) $ 523 $ 40 $ 563 $ 247 $ 229 $ 476 Selling, general and administrative 39 147 186 83 — 83 Total $ 562 $ 187 $ 749 $ 330 $ 229 $ 559 The following table presents restructuring costs by reportable segment for these productivity improvement initiatives: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) RMS $ 7 $ 220 DSA 559 83 Manufacturing 334 256 Unallocated corporate (151) — Total $ 749 $ 559 Rollforward of restructuring activities The following table provides a rollforward for all of the Company’s severance and transition costs and certain lease related costs related to all restructuring activities: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Beginning balance $ 5,816 $ 6,406 Expense (excluding non-cash charges) 749 517 Payments / utilization (2,465) (4,243) Other non-cash adjustments (1,831) — Foreign currency adjustments (48) (149) Ending balance $ 2,221 $ 2,531 |
LEASES
LEASES | 3 Months Ended |
Mar. 27, 2021 | |
Leases [Abstract] | |
LEASES | LEASES Operating and Finance Leases Right-of-use lease assets and lease liabilities are reported in the Company’s unaudited condensed consolidated balance sheets as follows: March 27, 2021 December 26, 2020 (in thousands) Operating leases Operating lease right-of-use assets, net $ 197,668 $ 178,220 Other current liabilities $ 25,868 $ 24,674 Operating lease right-of-use liabilities 173,015 155,595 Total operating lease liabilities $ 198,883 $ 180,269 Finance leases Property, plant and equipment, net $ 31,437 $ 31,614 Current portion of long-term debt and finance leases $ 2,823 $ 3,018 Long-term debt, net and finance leases 26,021 26,029 Total finance lease liabilities $ 28,844 $ 29,047 The components of operating and finance lease costs were as follows: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Operating lease costs $ 9,352 $ 8,077 Finance lease costs: Amortization of right-of-use assets 848 951 Interest on lease liabilities 328 340 Short-term lease costs 950 589 Variable lease costs 883 1,045 Sublease income (374) (586) Total lease costs $ 11,987 $ 10,416 Other information related to leases was as follows: Supplemental cash flow information Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,503 $ 6,974 Operating cash flows from finance leases 328 340 Finance cash flows from finance leases 942 1,572 Non-cash leases activity: Right-of-use lease assets obtained in exchange for new operating lease liabilities $ 25,968 $ 25,407 Right-of-use lease assets obtained in exchange for new finance lease liabilities 86 593 Lease term and discount rate As of As of March 27, 2021 March 28, 2020 Weighted-average remaining lease term (in years) Operating lease 8.7 8.4 Finance lease 12.4 12.7 Weighted-average discount rate Operating lease 3.9 % 4.2 % Finance lease 4.5 % 4.5 % At the lease commencement date, the discount rate implicit in the lease is used to discount the lease liability if readily determinable. If not readily determinable or leases do not contain an implicit rate, the Company’s incremental borrowing rate is used as the discount rate, which is based on the information available at the lease commencement date and represents a rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. As of March 27, 2021, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases (in thousands) 2021 (excluding the three months ended March 27, 2021) $ 24,996 $ 3,078 2022 30,659 3,738 2023 28,248 3,411 2024 27,113 3,181 2025 24,635 2,902 Thereafter 101,665 21,597 Total minimum future lease payments 237,316 37,907 Less: Imputed interest 38,433 9,063 Total lease liabilities $ 198,883 $ 28,844 Total minimum future lease payments (predominantly operating leases) of approximately $108 million for leases that have not commenced as of March 27, 2021, as the Company does not yet control the underlying assets, are not included in the unaudited condensed consolidated financial statements. These leases are expected to commence between fiscal years 2021 and 2024 with lease terms of approximately 8 to 15 years. |
LEASES | LEASES Operating and Finance Leases Right-of-use lease assets and lease liabilities are reported in the Company’s unaudited condensed consolidated balance sheets as follows: March 27, 2021 December 26, 2020 (in thousands) Operating leases Operating lease right-of-use assets, net $ 197,668 $ 178,220 Other current liabilities $ 25,868 $ 24,674 Operating lease right-of-use liabilities 173,015 155,595 Total operating lease liabilities $ 198,883 $ 180,269 Finance leases Property, plant and equipment, net $ 31,437 $ 31,614 Current portion of long-term debt and finance leases $ 2,823 $ 3,018 Long-term debt, net and finance leases 26,021 26,029 Total finance lease liabilities $ 28,844 $ 29,047 The components of operating and finance lease costs were as follows: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Operating lease costs $ 9,352 $ 8,077 Finance lease costs: Amortization of right-of-use assets 848 951 Interest on lease liabilities 328 340 Short-term lease costs 950 589 Variable lease costs 883 1,045 Sublease income (374) (586) Total lease costs $ 11,987 $ 10,416 Other information related to leases was as follows: Supplemental cash flow information Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,503 $ 6,974 Operating cash flows from finance leases 328 340 Finance cash flows from finance leases 942 1,572 Non-cash leases activity: Right-of-use lease assets obtained in exchange for new operating lease liabilities $ 25,968 $ 25,407 Right-of-use lease assets obtained in exchange for new finance lease liabilities 86 593 Lease term and discount rate As of As of March 27, 2021 March 28, 2020 Weighted-average remaining lease term (in years) Operating lease 8.7 8.4 Finance lease 12.4 12.7 Weighted-average discount rate Operating lease 3.9 % 4.2 % Finance lease 4.5 % 4.5 % At the lease commencement date, the discount rate implicit in the lease is used to discount the lease liability if readily determinable. If not readily determinable or leases do not contain an implicit rate, the Company’s incremental borrowing rate is used as the discount rate, which is based on the information available at the lease commencement date and represents a rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. As of March 27, 2021, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases (in thousands) 2021 (excluding the three months ended March 27, 2021) $ 24,996 $ 3,078 2022 30,659 3,738 2023 28,248 3,411 2024 27,113 3,181 2025 24,635 2,902 Thereafter 101,665 21,597 Total minimum future lease payments 237,316 37,907 Less: Imputed interest 38,433 9,063 Total lease liabilities $ 198,883 $ 28,844 Total minimum future lease payments (predominantly operating leases) of approximately $108 million for leases that have not commenced as of March 27, 2021, as the Company does not yet control the underlying assets, are not included in the unaudited condensed consolidated financial statements. These leases are expected to commence between fiscal years 2021 and 2024 with lease terms of approximately 8 to 15 years. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 27, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation Various lawsuits, claims and proceedings of a nature considered normal to its business are pending against the Company. While the outcome of any of these proceedings cannot be accurately predicted, the Company does not believe the ultimate resolution of any of these existing matters would have a material adverse effect on the Company’s business or financial condition. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 27, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements are unaudited and have been prepared by Charles River Laboratories International, Inc. (the Company) in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The year-end condensed consolidated balance sheet data was derived from the Company’s audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for fiscal year 2020. The unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations. |
Use of Estimates | The preparation of unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires that the Company make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. On March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus disease, COVID-19, a global pandemic. The COVID-19 pandemic is dynamic, and its ultimate scope, duration and effects are uncertain. This pandemic has and continues to result in, and any future epidemic or pandemic crises may potentially result in, direct and indirect adverse effects on the Company’s industry and customers, which in turn has (with respect to COVID-19) and may (with respect to future epidemics or crises) impact the Company’s business, results of operations and financial condition. Further, the COVID-19 pandemic may also affect the Company’s operating and financial results in a manner that is not presently known to the Company or that the Company currently does not expect to present significant risks to its operations or financial results. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements. |
Consolidation | The Company’s unaudited condensed consolidated financial statements reflect its financial statements and those of its subsidiaries in which the Company holds a controlling financial interest. For consolidated entities in which the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. Intercompany balances and transactions are eliminated in consolidation. |
Fiscal Period | The Company’s fiscal year is typically based on 52-weeks, with each quarter composed of 13 weeks ending on the last Saturday on, or closest to, March 31, June 30, September 30, and December 31. |
Segment Reporting | The Company reports its results in three reportable segments: Research Models and Services (RMS), Discovery and Safety Assessment (DSA), and Manufacturing Support (Manufacturing). The Company’s RMS reportable segment includes the Research Models, Research Model Services, and Research Products businesses. Research Models includes the commercial production and sale of small research models, as well as the supply of large research models. Research Model Services includes: Genetically Engineered Models and Services (GEMS), which performs contract breeding and other services associated with genetically engineered models; Research Animal Diagnostic Services (RADS), which provides health monitoring and diagnostics services related to research models; and Insourcing Solutions (IS), which provides colony management of its clients’ research operations (including recruitment, training, staffing, and management services). Research Products supplies controlled, consistent, customized primary cells and blood components derived from normal and mobilized peripheral blood, bone marrow, and cord blood. The Company’s DSA reportable segment includes services required to take a drug through the early development process including discovery services, which are non-regulated services to assist clients with the identification, screening, and selection of a lead compound for drug development, and regulated and non-regulated (GLP and non-GLP) safety assessment services. The Company’s Manufacturing reportable segment includes Microbial Solutions, which provides in vitro (non-animal) lot-release testing products, microbial detection products, and species identification |
Newly Adopted and Newly Issued Accounting Pronouncements | In January 2020, the Financial Accounting Standards Board (FASB) issue d ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).” ASU 2020-01 states any equity security transitioning from the alternative method of accounting under Topic 321 to the equity method, or vice versa, due to an observable transaction will be remeasured immediately before the transition. In addition, the ASU clarifies the accounting for certain non-derivative forward contracts or pur chased call options to acquire equity securities stating such instruments will be measured using the fair value principles of Topic 321 before settlement or exercise. This standard became effective for the Company in the three months ended March 27, 2021 and did not have a significant impact on the unaudited condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax), which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. This standard became effective for the Company in the three months ended March 27, 2021 and did not have a significant impact on the unaudited condensed consolidated financial statements and related disclosures. Newly Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU , including subsequently issued updates, offers temp orary optional expedients and exceptions for applying U.S. GAAP to modifications to agreements such as loans, debt securities, derivatives, and borrowings which reference LIBOR or another reference rate that will partially discontinue after December 31, 2021 and fully cease by June 30, 2023. The expedients and exceptions provided by the standard do not apply to modifications made and hedging relationships entered into or evaluated after that, except for hedging relationships existing as of the phase-out date that an entity has elected certain optional expedients for and are retained through the end of the hedging relationship. The ASU is effective until the replacement for LIBOR is completed. The interest rate on the Company’s revolving credit facility, which was amended and restated in April 2021 (see Note 9. Long-term debt and finance lease obligations) matures in fiscal year 2026, is linked to LIBOR and alternative interest rates when LIBOR is discontinued. The Company is currently evaluating the impact this new standard will have on the consolidated financial statements and related disclosures, but does not believe there will be a material impact upon adoption. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The preliminary purchase price allocation of $97.0 million, net of $0.8 million of cash acquired was as follows: December 31, 2020 (in thousands) Trade receivables $ 2,722 Other current assets (excluding cash) 221 Property, plant and equipment 2,382 Goodwill 71,585 Definite-lived intangible assets 24,540 Other long-term assets 2,055 Current liabilities (2,823) Deferred tax liabilities (2,529) Other long-term liabilities (1,123) Total purchase price allocation $ 97,030 August 6, 2020 (in thousands) Trade receivables $ 1,500 Inventories 551 Other current assets (excluding cash) 182 Property, plant and equipment 1,648 Goodwill 19,457 Definite-lived intangible assets 16,230 Other long-term assets 849 Current liabilities (1,360) Deferred tax liabilities (1,467) Other long-term liabilities (740) Total purchase price allocation $ 36,850 The purchase price allocation of $376.7 million, net of $3.1 million of cash acquired was as follows: January 3, 2020 (in thousands) Trade receivables $ 6,451 Inventories 8,468 Other current assets (excluding cash) 3,494 Property, plant and equipment 10,033 Goodwill 210,196 Definite-lived intangible assets 183,540 Other long-term assets 5,920 Current liabilities (5,188) Deferred tax liabilities (38,529) Other long-term liabilities (7,664) Total purchase price allocation $ 376,721 |
Schedule of Definite-Lived Intangible Assets Acquired as Part of Business Combination | The breakout of definite-lived intangible assets acquired was as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 16,080 9 Developed technology 3,940 5 Other intangible assets 4,520 4 Total definite-lived intangible assets $ 24,540 7 The breakout of definite-lived intangible assets acquired was as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 14,740 13 Other intangible assets 1,490 3 Total definite-lived intangible assets $ 16,230 12 The breakout of definite-lived intangible assets acquired was as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 170,390 19 Trade name 7,330 10 Other intangible assets 5,820 3 Total definite-lived intangible assets $ 183,540 18 |
Schedule of Business Acquisition, Pro Forma Information | Three Months Ended March 28, 2020 (in thousands) (unaudited) Revenue $ 707,077 Net income attributable to common shareholders 55,705 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates the Company’s revenue by major business line and timing of transfer of products or services: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Timing of Revenue Recognition: RMS Services and products transferred over time $ 64,896 $ 60,041 Services and products transferred at a point in time 112,014 85,955 Total RMS revenue 176,910 145,996 DSA Services and products transferred over time 500,468 438,564 Services and products transferred at a point in time 710 119 Total DSA revenue 501,178 438,683 Manufacturing Services and products transferred over time 50,568 37,314 Services and products transferred at a point in time 95,910 85,066 Total Manufacturing revenue 146,478 122,380 Total revenue $ 824,566 $ 707,059 Revenue for each significant product or service offering is as follows: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) RMS $ 176,910 $ 145,996 DSA 501,178 438,683 Manufacturing 146,478 122,380 Total revenue $ 824,566 $ 707,059 Revenue by geographic area is as follows: U.S. Europe Canada Asia Pacific Other Consolidated (in thousands) Three Months Ended: March 27, 2021 $ 448,482 $ 237,535 $ 77,107 $ 59,446 $ 1,996 $ 824,566 March 28, 2020 406,712 190,262 76,633 31,829 1,623 707,059 |
Schedule of Estimated Revenue Related to Performance Obligations | The following table inclu des estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) as of March 27, 2021: Revenue Expected to be Recognized in Future Periods Less than 1 Year 1 to 3 Years 4 to 5 Years Beyond 5 Years Total (in thousands) DSA $ 212,919 $ 120,893 $ 4,404 $ 122 $ 338,338 Manufacturing 8,724 3,170 — — 11,894 Total $ 221,643 $ 124,063 $ 4,404 $ 122 $ 350,232 |
Schedule of Client Receivables, Contract Assets and Contract Liabilities | The following table provides information about client receivables, contract assets, and contract liabilities from contracts with customers: March 27, 2021 December 26, 2020 (in thousands) Balances from contracts with customers: Client receivables $ 463,800 $ 489,042 Contract assets (unbilled revenue) 154,044 135,400 Contract liabilities (current and long-term deferred revenue) 233,075 227,417 Contract liabilities (customer contract deposits) 36,652 42,244 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Other Financial Information by Business Segment | The following table presents revenue and other financial information by reportable segment: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) RMS Revenue $ 176,910 $ 145,996 Operating income 44,935 27,373 Depreciation and amortization 9,679 8,752 Capital expenditures 2,983 5,412 DSA Revenue $ 501,178 $ 438,683 Operating income 90,949 72,283 Depreciation and amortization 44,608 41,330 Capital expenditures 17,040 14,729 Manufacturing Revenue $ 146,478 $ 122,380 Operating income 49,437 41,112 Depreciation and amortization 6,569 6,366 Capital expenditures 7,110 5,161 |
Reconciliation of Segment Operating Income to Consolidated Operating Income | Reconciliations of segment operating income, depreciation and amortization, and capital expenditures to the respective consolidated amounts are as follows: Operating Income Depreciation and Amortization Capital Expenditures March 27, 2021 March 28, 2020 March 27, 2021 March 28, 2020 March 27, 2021 March 28, 2020 (in thousands) Three Months Ended: Total reportable segments $ 185,321 $ 140,768 $ 60,856 $ 56,448 $ 27,133 $ 25,302 Unallocated corporate (61,618) (46,487) 652 812 897 419 Total consolidated $ 123,703 $ 94,281 $ 61,508 $ 57,260 $ 28,030 $ 25,721 |
Revenue Disaggregated by Products and Services and Geographic Area | The following table disaggregates the Company’s revenue by major business line and timing of transfer of products or services: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Timing of Revenue Recognition: RMS Services and products transferred over time $ 64,896 $ 60,041 Services and products transferred at a point in time 112,014 85,955 Total RMS revenue 176,910 145,996 DSA Services and products transferred over time 500,468 438,564 Services and products transferred at a point in time 710 119 Total DSA revenue 501,178 438,683 Manufacturing Services and products transferred over time 50,568 37,314 Services and products transferred at a point in time 95,910 85,066 Total Manufacturing revenue 146,478 122,380 Total revenue $ 824,566 $ 707,059 Revenue for each significant product or service offering is as follows: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) RMS $ 176,910 $ 145,996 DSA 501,178 438,683 Manufacturing 146,478 122,380 Total revenue $ 824,566 $ 707,059 Revenue by geographic area is as follows: U.S. Europe Canada Asia Pacific Other Consolidated (in thousands) Three Months Ended: March 27, 2021 $ 448,482 $ 237,535 $ 77,107 $ 59,446 $ 1,996 $ 824,566 March 28, 2020 406,712 190,262 76,633 31,829 1,623 707,059 |
Summary of Unallocated Corporate Overhead | A summary of unallocated corporate expense consists of the following: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Stock-based compensation $ 7,642 $ 6,704 Compensation, benefits, and other employee-related expenses 27,362 21,980 External consulting and other service expenses 7,356 2,469 Information technology 4,095 3,716 Depreciation 652 812 Acquisition and integration 10,560 6,983 Other general unallocated corporate 3,951 3,823 Total unallocated corporate expense $ 61,618 $ 46,487 |
SUPPLEMENTAL BALANCE SHEET IN_2
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Supplemental Balance Sheet Information [Abstract] | |
Composition of Net Trade Receivables | The composition of trade receivables, net is as follows: March 27, 2021 December 26, 2020 (in thousands) Client receivables $ 463,800 $ 489,042 Unbilled revenue 154,044 135,400 Total 617,844 624,442 Less: Allowance for doubtful accounts (7,278) (6,702) Trade receivables, net $ 610,566 $ 617,740 |
Composition of Inventories | The composition of inventories is as follows: March 27, 2021 December 26, 2020 (in thousands) Raw materials and supplies $ 26,726 $ 28,317 Work in process 32,619 36,755 Finished products 134,239 120,623 Inventories $ 193,584 $ 185,695 |
Composition of Other Current Assets | The composition of other current assets is as follows: March 27, 2021 December 26, 2020 (in thousands) Prepaid income tax $ 66,885 $ 68,462 Short-term investments 1,025 1,024 Restricted cash 4,012 3,074 Other current assets $ 71,922 $ 72,560 |
Composition of Other Assets | The composition of other assets is as follows: March 27, 2021 December 26, 2020 (in thousands) Venture capital investments $ 175,506 $ 197,100 Strategic equity investments 35,772 24,704 Life insurance policies 46,258 43,827 Other long-term income tax assets 22,827 23,485 Restricted cash 1,602 1,621 Long-term pension assets 33,435 31,915 Other 34,031 29,974 Other assets $ 349,431 $ 352,626 |
Composition of Other Current Liabilities | The composition of other current liabilities is as follows: March 27, 2021 December 26, 2020 (in thousands) Current portion of operating lease right-of-use liabilities $ 25,868 $ 24,674 Accrued income taxes 24,952 24,884 Customer contract deposits 36,652 42,244 Other 9,875 10,675 Other current liabilities $ 97,347 $ 102,477 |
Composition of Other Long-Term Liabilities | The composition of other long-term liabilities is as follows: March 27, 2021 December 26, 2020 (in thousands) U.S. Transition Tax $ 48,781 $ 48,781 Long-term pension liability, accrued executive supplemental life insurance retirement plan and deferred compensation plan 74,223 74,233 Long-term deferred revenue 20,043 19,475 Other 63,961 62,726 Other long-term liabilities $ 207,008 $ 205,215 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are summarized below: March 27, 2021 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents $ — $ 6,172 $ — $ 6,172 Other assets: Life insurance policies — 38,250 — 38,250 Total assets measured at fair value $ — $ 44,422 $ — $ 44,422 Other liabilities measured at fair value: Contingent consideration $ — $ — $ 33,163 $ 33,163 Total liabilities measured at fair value $ — $ — $ 33,163 $ 33,163 December 26, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents $ — $ 2,273 $ — $ 2,273 Other assets: Life insurance policies — 35,770 — 35,770 Total assets measured at fair value $ — $ 38,043 $ — $ 38,043 Other liabilities measured at fair value: Contingent consideration $ — $ — $ 2,328 $ 2,328 Total liabilities measured at fair value $ — $ — $ 2,328 $ 2,328 March 27, 2021 December 26, 2020 Book Value Fair Value Book Value Fair Value 5.5% Senior Notes due 2026 $ — $ — $ 500,000 $ 523,100 4.25% Senior Notes due 2028 500,000 513,750 500,000 523,750 3.75% Senior Notes due 2029 500,000 501,250 — — 4.0% Senior Notes due 2031 500,000 504,350 — — |
Rollforward of Contingent Consideration Related to Previous Acquisitions | The following table provides a rollforward of the contingent consideration related to the Company’s business combinations. See Note 2, “Business Combinations.” Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Beginning balance $ 2,328 $ 712 Additions 29,990 2,131 Fair value adjustments 917 — Payments — (218) Foreign currency (72) (62) Ending balance $ 33,163 $ 2,563 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides a rollforward of the Company’s goodwill: Adjustments to Goodwill December 26, 2020 Acquisitions Foreign Exchange March 27, 2021 (in thousands) RMS $ 287,759 $ — $ (169) $ 287,590 DSA 1,378,130 88,611 (7,726) 1,459,015 Manufacturing 143,279 — 746 144,025 Goodwill $ 1,809,168 $ 88,611 $ (7,149) $ 1,890,630 |
Schedule of Intangible Assets | The following table displays intangible assets, net by major class: March 27, 2021 December 26, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (in thousands) Backlog $ 610 $ (152) $ 458 $ 29,233 $ (29,233) $ — Technology 133,667 (85,610) 48,057 130,907 (81,305) 49,602 Trademarks and trade names 12,231 (2,112) 10,119 15,870 (5,648) 10,222 Other 28,736 (4,189) 24,547 20,903 (14,633) 6,270 Other intangible assets 175,244 (92,063) 83,181 196,913 (130,819) 66,094 Client relationships 1,152,499 (440,115) 712,384 1,137,331 (415,826) 721,505 Intangible assets $ 1,327,743 $ (532,178) $ 795,565 $ 1,334,244 $ (546,645) $ 787,599 |
LONG-TERM DEBT AND FINANCE LE_2
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt and Finance Lease Obligations | Long-term debt, net and finance leases consists of the following: March 27, 2021 December 26, 2020 (in thousands) Term loans $ — $ 146,875 Revolving facility 694,135 814,752 5.5% Senior Notes due 2026 — 500,000 4.25% Senior Notes due 2028 500,000 500,000 3.75% Senior Notes due 2029 500,000 — 4.0% Senior Notes due 2031 500,000 — Other debt 369 3,457 Finance leases (Note 16) 28,844 29,047 Total debt and finance leases 2,223,348 1,994,131 Less: Current portion of long-term debt 109 47,196 Current portion of finance leases (Note 16) 2,823 3,018 Current portion of long-term debt and finance leases 2,932 50,214 Long-term debt and finance leases 2,220,416 1,943,917 Debt discount and debt issuance costs (18,082) (14,346) Long-term debt, net and finance leases $ 2,202,334 $ 1,929,571 |
Schedule of Principal Maturities of Existing Debt | Principal maturities of existing debt, giving effect to the amended and restated Credit Agreement, for the periods set forth in the table below, are as follows: Principal (in thousands) 2021 (excluding the three months ended March 27, 2021) $ 109 2022 — 2023 — 2024 260 2025 — Thereafter 2,194,135 Total $ 2,194,504 |
EQUITY AND NONCONTROLLING INT_2
EQUITY AND NONCONTROLLING INTERESTS (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Equity [Abstract] | |
Reconciliation of the Numerator and Denominator in the Computations of the Basic and Diluted Earnings Per Share | The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Numerator: Net income $ 63,935 $ 50,837 Less: Net income attributable to noncontrolling interests 2,405 68 Net income attributable to common shareholders $ 61,530 $ 50,769 Denominator: Weighted-average shares outstanding - Basic 49,980 49,189 Effect of dilutive securities: Stock options, restricted stock units and performance share units 1,095 777 Weighted-average shares outstanding - Diluted 51,075 49,966 |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes to each component of accumulated other comprehensive income (loss), net of income taxes, are as follows: Foreign Currency Translation Adjustment Pension and Other Post-Retirement Benefit Plans Total (in thousands) December 26, 2020 $ (73,884) $ (64,990) $ (138,874) Other comprehensive income before reclassifications 9,844 — 9,844 Amounts reclassified from accumulated other comprehensive income — 988 988 Net current period other comprehensive income 9,844 988 10,832 Income tax (benefit) expense (1,270) 245 (1,025) March 27, 2021 $ (62,770) $ (64,247) $ (127,017) |
Rollforward Redeemable Noncontrolling Interest | The following table provides a rollforward of the activity related to the Company’s redeemable noncontrolling interests: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Beginning balance $ 25,499 $ 28,647 Adjustment to Vital River redemption value 835 — Purchase of a 10% redeemable noncontrolling interest — (3,732) Net income (loss) attributable to noncontrolling interests 1,716 (332) Foreign currency translation (15) (544) Ending balance $ 28,035 $ 24,039 |
PENSION AND OTHER POST-RETIRE_2
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Cost | The following table provides the components of net periodic cost for the Company’s pension, deferred compensation and executive supplemental life insurance retirement plans: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Service cost $ 911 $ 797 Interest cost 1,344 2,355 Expected return on plan assets (1,983) (2,981) Amortization of prior service cost (credit) (128) (125) Amortization of net loss 1,110 1,586 Other adjustments — 125 Net periodic cost $ 1,254 $ 1,757 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The following table provides stock-based compensation by the financial statement line item in which it is reflected: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Cost of revenue $ 2,713 $ 2,035 Selling, general and administrative 10,476 8,925 Stock-based compensation, before income taxes 13,189 10,960 Provision for income taxes (1,987) (1,551) Stock-based compensation, net of income taxes $ 11,202 $ 9,409 |
FOREIGN CURRENCY CONTRACTS (Tab
FOREIGN CURRENCY CONTRACTS (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments on Statements of Income | The following table summarizes the effect of the foreign exchange forward contracts entered into to limit the Company’s foreign currency exposure related to U.S. dollar denominated loans borrowed by a non-U.S. Euro functional currency entity under the Credit Facility on the Company’s unaudited condensed consolidated statements of income: March 27, 2021 March 28, 2020 Location of gain (loss) Financial statement caption amount Amount of gain (loss) Financial statement caption amount Amount of gain (loss) (in thousands) Three Months Ended: Interest expense $ (29,719) $ 13,977 $ (15,067) $ 6,067 |
RESTRUCTURING AND ASSET IMPAI_2
RESTRUCTURING AND ASSET IMPAIRMENTS (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | The following table presents a summary of restructuring costs related to these initiatives within the unaudited condensed consolidated statements of income. Three Months Ended March 27, 2021 March 28, 2020 Severance and Transition Costs Asset Impairments and Other Costs Total Severance and Transition Costs Asset Impairments and Other Costs Total (in thousands) Cost of services provided and products sold (excluding amortization of intangible assets) $ 523 $ 40 $ 563 $ 247 $ 229 $ 476 Selling, general and administrative 39 147 186 83 — 83 Total $ 562 $ 187 $ 749 $ 330 $ 229 $ 559 The following table presents restructuring costs by reportable segment for these productivity improvement initiatives: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) RMS $ 7 $ 220 DSA 559 83 Manufacturing 334 256 Unallocated corporate (151) — Total $ 749 $ 559 |
Rollforward of Company's Severance and Transition Costs and Lease Obligation Liabilities | The following table provides a rollforward for all of the Company’s severance and transition costs and certain lease related costs related to all restructuring activities: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Beginning balance $ 5,816 $ 6,406 Expense (excluding non-cash charges) 749 517 Payments / utilization (2,465) (4,243) Other non-cash adjustments (1,831) — Foreign currency adjustments (48) (149) Ending balance $ 2,221 $ 2,531 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 27, 2021 | |
Leases [Abstract] | |
Schedule of Right-of-Use Lease Assets and Lease Liabilities in Condensed Financial Statements | Right-of-use lease assets and lease liabilities are reported in the Company’s unaudited condensed consolidated balance sheets as follows: March 27, 2021 December 26, 2020 (in thousands) Operating leases Operating lease right-of-use assets, net $ 197,668 $ 178,220 Other current liabilities $ 25,868 $ 24,674 Operating lease right-of-use liabilities 173,015 155,595 Total operating lease liabilities $ 198,883 $ 180,269 Finance leases Property, plant and equipment, net $ 31,437 $ 31,614 Current portion of long-term debt and finance leases $ 2,823 $ 3,018 Long-term debt, net and finance leases 26,021 26,029 Total finance lease liabilities $ 28,844 $ 29,047 |
Schedule of Operating and Finance Lease Costs and Supplemental Cash Flow Information | The components of operating and finance lease costs were as follows: Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Operating lease costs $ 9,352 $ 8,077 Finance lease costs: Amortization of right-of-use assets 848 951 Interest on lease liabilities 328 340 Short-term lease costs 950 589 Variable lease costs 883 1,045 Sublease income (374) (586) Total lease costs $ 11,987 $ 10,416 Supplemental cash flow information Three Months Ended March 27, 2021 March 28, 2020 (in thousands) Cash flows included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,503 $ 6,974 Operating cash flows from finance leases 328 340 Finance cash flows from finance leases 942 1,572 Non-cash leases activity: Right-of-use lease assets obtained in exchange for new operating lease liabilities $ 25,968 $ 25,407 Right-of-use lease assets obtained in exchange for new finance lease liabilities 86 593 Lease term and discount rate As of As of March 27, 2021 March 28, 2020 Weighted-average remaining lease term (in years) Operating lease 8.7 8.4 Finance lease 12.4 12.7 Weighted-average discount rate Operating lease 3.9 % 4.2 % Finance lease 4.5 % 4.5 % |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Operating Leases | As of March 27, 2021, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases (in thousands) 2021 (excluding the three months ended March 27, 2021) $ 24,996 $ 3,078 2022 30,659 3,738 2023 28,248 3,411 2024 27,113 3,181 2025 24,635 2,902 Thereafter 101,665 21,597 Total minimum future lease payments 237,316 37,907 Less: Imputed interest 38,433 9,063 Total lease liabilities $ 198,883 $ 28,844 |
Schedule of Future Minimum Lease Payments Under Non-Cancellable Finance Leases | As of March 27, 2021, maturities of operating and finance lease liabilities for each of the following five years and a total thereafter were as follows: Operating Leases Finance Leases (in thousands) 2021 (excluding the three months ended March 27, 2021) $ 24,996 $ 3,078 2022 30,659 3,738 2023 28,248 3,411 2024 27,113 3,181 2025 24,635 2,902 Thereafter 101,665 21,597 Total minimum future lease payments 237,316 37,907 Less: Imputed interest 38,433 9,063 Total lease liabilities $ 198,883 $ 28,844 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 3 Months Ended |
Mar. 27, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ in Thousands, £ in Millions | Mar. 30, 2021USD ($) | Mar. 30, 2021GBP (£) | Mar. 29, 2021USD ($) | Mar. 03, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 06, 2020USD ($) | Jan. 03, 2020USD ($) | Mar. 27, 2021USD ($) | Mar. 28, 2020USD ($) | Dec. 26, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 1,890,630 | $ 1,809,168 | ||||||||
Retrogenix Limited | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Integration related costs and transaction costs | 800 | |||||||||
Retrogenix Limited | Subsequent Event | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 48,000 | £ 35 | ||||||||
Consideration contingent upon future performance | $ 7,000 | £ 5 | ||||||||
Cognate BioServices, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Integration related costs and transaction costs | 7,200 | |||||||||
Cognate BioServices, Inc. | Subsequent Event | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 875,000 | |||||||||
Distributed Bio, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 97,000 | |||||||||
Consideration contingent upon future performance | 21,000 | |||||||||
Contingent consideration liability | 14,000 | |||||||||
Purchase price allocation | 97,030 | |||||||||
Cash acquired | 800 | |||||||||
Integration related costs and transaction costs | 700 | |||||||||
Cash portion of consideration transferred | 80,800 | |||||||||
Payments to settle promissory note | 3,000 | |||||||||
Goodwill | $ 71,585 | |||||||||
Weighted-average amortization life | 7 years | |||||||||
Definite-lived intangible assets | $ 24,540 | |||||||||
Property, plant and equipment | $ 2,382 | |||||||||
Cellero, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 37,400 | |||||||||
Purchase price allocation | 36,850 | |||||||||
Cash acquired | 500 | |||||||||
Integration related costs and transaction costs | 400 | |||||||||
Goodwill, amount expected to be deductible for tax purposes | 10,800 | |||||||||
Goodwill | $ 19,457 | |||||||||
Weighted-average amortization life | 12 years | |||||||||
Definite-lived intangible assets | $ 16,230 | |||||||||
Property, plant and equipment | $ 1,648 | |||||||||
HemaCare Corporation | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 379,800 | |||||||||
Purchase price allocation | 376,721 | |||||||||
Cash acquired | 3,100 | |||||||||
Integration related costs and transaction costs | $ 100 | $ 5,700 | ||||||||
Goodwill | $ 210,196 | |||||||||
Weighted-average amortization life | 18 years | |||||||||
Definite-lived intangible assets | $ 183,540 | |||||||||
Property, plant and equipment | $ 10,033 | |||||||||
Other Acquisitions | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | $ 35,600 | |||||||||
Contingent consideration liability | 15,900 | |||||||||
Cash portion of consideration transferred | 19,700 | $ 5,500 | ||||||||
Goodwill | 17,300 | |||||||||
Definite-lived intangible assets | 15,200 | |||||||||
Property, plant and equipment | $ 3,000 | |||||||||
Other Acquisitions | Supplier relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted-average amortization life | 4 years | |||||||||
Other Acquisitions | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration liability | $ 17,500 | |||||||||
Depreciation and Amortization Expense | HemaCare Corporation | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Adjustments related to prior period | $ 200 |
BUSINESS COMBINATIONS - Purchas
BUSINESS COMBINATIONS - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 27, 2021 | Dec. 31, 2020 | Dec. 26, 2020 | Aug. 06, 2020 | Jan. 03, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,890,630 | $ 1,809,168 | |||
Distributed Bio, Inc. | |||||
Business Acquisition [Line Items] | |||||
Trade receivables | $ 2,722 | ||||
Other current assets (excluding cash) | 221 | ||||
Property, plant and equipment | 2,382 | ||||
Goodwill | 71,585 | ||||
Definite-lived intangible assets | 24,540 | ||||
Other long-term assets | 2,055 | ||||
Current liabilities | (2,823) | ||||
Deferred tax liabilities | (2,529) | ||||
Other long-term liabilities | (1,123) | ||||
Total purchase price allocation | $ 97,030 | ||||
Cellero, LLC | |||||
Business Acquisition [Line Items] | |||||
Trade receivables | $ 1,500 | ||||
Inventories | 551 | ||||
Other current assets (excluding cash) | 182 | ||||
Property, plant and equipment | 1,648 | ||||
Goodwill | 19,457 | ||||
Definite-lived intangible assets | 16,230 | ||||
Other long-term assets | 849 | ||||
Current liabilities | (1,360) | ||||
Deferred tax liabilities | (1,467) | ||||
Other long-term liabilities | (740) | ||||
Total purchase price allocation | $ 36,850 | ||||
HemaCare Corporation | |||||
Business Acquisition [Line Items] | |||||
Trade receivables | $ 6,451 | ||||
Inventories | 8,468 | ||||
Other current assets (excluding cash) | 3,494 | ||||
Property, plant and equipment | 10,033 | ||||
Goodwill | 210,196 | ||||
Definite-lived intangible assets | 183,540 | ||||
Other long-term assets | 5,920 | ||||
Current liabilities | (5,188) | ||||
Deferred tax liabilities | (38,529) | ||||
Other long-term liabilities | (7,664) | ||||
Total purchase price allocation | $ 376,721 |
BUSINESS COMBINATIONS - Definit
BUSINESS COMBINATIONS - Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Aug. 06, 2020 | Jan. 03, 2020 |
Distributed Bio, Inc. | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets acquired | $ 24,540 | ||
Weighted-average amortization life | 7 years | ||
Cellero, LLC | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets acquired | $ 16,230 | ||
Weighted-average amortization life | 12 years | ||
HemaCare Corporation | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets acquired | $ 183,540 | ||
Weighted-average amortization life | 18 years | ||
Customer and client relationships | Distributed Bio, Inc. | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets acquired | $ 16,080 | ||
Weighted-average amortization life | 9 years | ||
Customer and client relationships | Cellero, LLC | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets acquired | $ 14,740 | ||
Weighted-average amortization life | 13 years | ||
Customer and client relationships | HemaCare Corporation | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets acquired | $ 170,390 | ||
Weighted-average amortization life | 19 years | ||
Developed technology | Distributed Bio, Inc. | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets acquired | $ 3,940 | ||
Weighted-average amortization life | 5 years | ||
Trade name | HemaCare Corporation | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets acquired | $ 7,330 | ||
Weighted-average amortization life | 10 years | ||
Other intangible assets | Distributed Bio, Inc. | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets acquired | $ 4,520 | ||
Weighted-average amortization life | 4 years | ||
Other intangible assets | Cellero, LLC | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets acquired | $ 1,490 | ||
Weighted-average amortization life | 3 years | ||
Other intangible assets | HemaCare Corporation | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets acquired | $ 5,820 | ||
Weighted-average amortization life | 3 years |
BUSINESS COMBINATIONS - Pro For
BUSINESS COMBINATIONS - Pro Forma Information (Details) - HemaCare Corporation $ in Thousands | 3 Months Ended |
Mar. 28, 2020USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 707,077 |
Net income attributable to common shareholders | $ 55,705 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregation of Revenues by Major Business Line (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 824,566 | $ 707,059 |
RMS | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 176,910 | 145,996 |
RMS | Services and products transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 64,896 | 60,041 |
RMS | Services and products transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 112,014 | 85,955 |
DSA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 501,178 | 438,683 |
DSA | Services and products transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 500,468 | 438,564 |
DSA | Services and products transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 710 | 119 |
Manufacturing | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 146,478 | 122,380 |
Manufacturing | Services and products transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 50,568 | 37,314 |
Manufacturing | Services and products transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 95,910 | $ 85,066 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule of Estimated Revenue Related to Performance Obligations (Details) $ in Thousands | Mar. 27, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 350,232 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-03-28 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 221,643 |
Performance obligations expected to be satisfied, expected timing | 9 months 18 days |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 124,063 |
Performance obligations expected to be satisfied, expected timing | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 4,404 |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 122 |
Performance obligations expected to be satisfied, expected timing | 1 year |
DSA | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 338,338 |
DSA | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-03-28 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 212,919 |
DSA | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 120,893 |
DSA | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 4,404 |
DSA | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 122 |
Manufacturing | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 11,894 |
Manufacturing | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-03-28 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 8,724 |
Manufacturing | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 3,170 |
Manufacturing | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | 0 |
Manufacturing | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied | $ 0 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 27, 2021 | Mar. 28, 2020 | Dec. 26, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Payment terms | 30 days | ||
Unpaid advanced client billings | $ 19,000 | $ 16,000 | |
Contract liabilities (customer contract deposits) | $ 36,652 | $ 42,244 | |
Percentage of unbilled revenue billed during period | 60.00% | 60.00% | |
Amount of unbilled revenue billed during period | $ 122,000 | ||
Percentage of contract liabilities recognized as revenue during period | 60.00% | 60.00% | |
Amount of contract liabilities recognized as revenue | $ 193,000 |
REVENUE FROM CONTRACTS WITH C_6
REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule of Client Receivables, Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 27, 2021 | Dec. 26, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Client receivables | $ 463,800 | $ 489,042 |
Contract assets (unbilled revenue) | 154,044 | 135,400 |
Contract liabilities (current and long-term deferred revenue) | 233,075 | 227,417 |
Contract liabilities (customer contract deposits) | $ 36,652 | $ 42,244 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 3 Months Ended |
Mar. 27, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
SEGMENT INFORMATION - Revenue a
SEGMENT INFORMATION - Revenue and Other Financial Information by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 824,566 | $ 707,059 |
Operating income | 123,703 | 94,281 |
Depreciation and amortization | 61,508 | 57,260 |
Capital expenditures | 28,030 | 25,721 |
RMS | ||
Segment Reporting Information [Line Items] | ||
Revenue | 176,910 | 145,996 |
Operating income | 44,935 | 27,373 |
Depreciation and amortization | 9,679 | 8,752 |
Capital expenditures | 2,983 | 5,412 |
DSA | ||
Segment Reporting Information [Line Items] | ||
Revenue | 501,178 | 438,683 |
Operating income | 90,949 | 72,283 |
Depreciation and amortization | 44,608 | 41,330 |
Capital expenditures | 17,040 | 14,729 |
Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Revenue | 146,478 | 122,380 |
Operating income | 49,437 | 41,112 |
Depreciation and amortization | 6,569 | 6,366 |
Capital expenditures | $ 7,110 | $ 5,161 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Segment Operating Income, Depreciation and Amortization, and Capital Expenditures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Segment Reporting Information [Line Items] | ||
Operating income | $ 123,703 | $ 94,281 |
Depreciation and amortization | 61,508 | 57,260 |
Capital expenditures | 28,030 | 25,721 |
Total reportable segments | ||
Segment Reporting Information [Line Items] | ||
Operating income | 185,321 | 140,768 |
Depreciation and amortization | 60,856 | 56,448 |
Capital expenditures | 27,133 | 25,302 |
Unallocated corporate | ||
Segment Reporting Information [Line Items] | ||
Operating income | (61,618) | (46,487) |
Depreciation and amortization | 652 | 812 |
Capital expenditures | $ 897 | $ 419 |
SEGMENT INFORMATION - Revenue P
SEGMENT INFORMATION - Revenue Per Significant Product or Service (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 824,566 | $ 707,059 |
RMS | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 176,910 | 145,996 |
DSA | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 501,178 | 438,683 |
Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 146,478 | $ 122,380 |
SEGMENT INFORMATION - Summary o
SEGMENT INFORMATION - Summary of Unallocated Corporate Overhead (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Segment Reporting Information [Line Items] | ||
Stock-based compensation | $ 13,189 | $ 10,960 |
Unallocated corporate | ||
Segment Reporting Information [Line Items] | ||
Stock-based compensation | 7,642 | 6,704 |
Compensation, benefits, and other employee-related expenses | 27,362 | 21,980 |
External consulting and other service expenses | 7,356 | 2,469 |
Information technology | 4,095 | 3,716 |
Depreciation | 652 | 812 |
Acquisition and integration | 10,560 | 6,983 |
Other general unallocated corporate | 3,951 | 3,823 |
Total unallocated corporate expense | $ 61,618 | $ 46,487 |
SEGMENT INFORMATION - Disaggreg
SEGMENT INFORMATION - Disaggregation of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | $ 824,566 | $ 707,059 |
UNITED STATES | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 448,482 | 406,712 |
Europe | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 237,535 | 190,262 |
Canada | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 77,107 | 76,633 |
Asia Pacific | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 59,446 | 31,829 |
Other | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | $ 1,996 | $ 1,623 |
SUPPLEMENTAL BALANCE SHEET IN_3
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Mar. 27, 2021 | Dec. 26, 2020 | Mar. 28, 2020 |
Composition of trade receivables | |||
Client receivables | $ 463,800 | $ 489,042 | |
Unbilled revenue | 154,044 | 135,400 | |
Total | 617,844 | 624,442 | |
Less: Allowance for doubtful accounts | (7,278) | (6,702) | |
Trade receivables, net | 610,566 | 617,740 | |
Composition of inventories | |||
Raw materials and supplies | 26,726 | 28,317 | |
Work in process | 32,619 | 36,755 | |
Finished products | 134,239 | 120,623 | |
Inventories | 193,584 | 185,695 | |
Composition of other current assets | |||
Prepaid income tax | 66,885 | 68,462 | |
Short-term investments | 1,025 | 1,024 | |
Restricted cash | 4,012 | 3,074 | $ 444 |
Other current assets | 71,922 | 72,560 | |
Composition of other assets | |||
Venture capital investments | 175,506 | 197,100 | |
Strategic equity investments | 35,772 | 24,704 | |
Life insurance policies | 46,258 | 43,827 | |
Other long-term income tax assets | 22,827 | 23,485 | |
Restricted cash | 1,602 | 1,621 | $ 1,576 |
Long-term pension assets | 33,435 | 31,915 | |
Other | 34,031 | 29,974 | |
Other assets | 349,431 | 352,626 | |
Composition of other current liabilities | |||
Current portion of operating lease right-of-use liabilities | 25,868 | 24,674 | |
Accrued income taxes | 24,952 | 24,884 | |
Customer contract deposits | 36,652 | 42,244 | |
Other | 9,875 | 10,675 | |
Other current liabilities | 97,347 | 102,477 | |
Composition of other long-term liabilities | |||
U.S. Transition Tax | 48,781 | 48,781 | |
Long-term pension liability, accrued executive supplemental life insurance retirement plan and deferred compensation plan | 74,223 | 74,233 | |
Long-term deferred revenue | 20,043 | 19,475 | |
Other | 63,961 | 62,726 | |
Other long-term liabilities | $ 207,008 | $ 205,215 |
VENTURE CAPITAL AND STRATEGIC_2
VENTURE CAPITAL AND STRATEGIC EQUITY INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 27, 2021 | Mar. 28, 2020 | Dec. 26, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Venture capital investments | $ 175,506 | $ 197,100 | |
Committed contribution | 149,300 | ||
Amount funded for venture capital investments | 99,700 | ||
Distributions received | 9,300 | $ 900 | |
Losses recognized | 16,400 | $ 12,200 | |
Strategic equity investments | $ 35,772 | $ 24,704 |
FAIR VALUE - Fair Value of Asse
FAIR VALUE - Fair Value of Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 27, 2021 | Dec. 26, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 6,172 | $ 2,273 |
Other assets: | ||
Life insurance policies | 38,250 | 35,770 |
Total assets measured at fair value | 44,422 | 38,043 |
Other liabilities measured at fair value: | ||
Contingent consideration | 33,163 | 2,328 |
Total liabilities measured at fair value | 33,163 | 2,328 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Other assets: | ||
Life insurance policies | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Other liabilities measured at fair value: | ||
Contingent consideration | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 6,172 | 2,273 |
Other assets: | ||
Life insurance policies | 38,250 | 35,770 |
Total assets measured at fair value | 44,422 | 38,043 |
Other liabilities measured at fair value: | ||
Contingent consideration | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Other assets: | ||
Life insurance policies | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Other liabilities measured at fair value: | ||
Contingent consideration | 33,163 | 2,328 |
Total liabilities measured at fair value | $ 33,163 | $ 2,328 |
FAIR VALUE - Contingent Conside
FAIR VALUE - Contingent Consideration (Details) - Contingent Consideration - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 2,328 | $ 712 |
Additions | 29,990 | 2,131 |
Fair value adjustments | 917 | 0 |
Payments | 0 | (218) |
Foreign currency | (72) | (62) |
Ending balance | $ 33,163 | $ 2,563 |
FAIR VALUE - Schedule of Fair V
FAIR VALUE - Schedule of Fair Value of Debt (Details) - Senior Notes - USD ($) $ in Thousands | Mar. 27, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | Dec. 29, 2018 |
5.5% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.50% | 5.50% | 5.50% | |
5.5% Senior Notes due 2026 | Book Value | ||||
Debt Instrument [Line Items] | ||||
Debt instrument value | $ 0 | $ 500,000 | ||
5.5% Senior Notes due 2026 | Estimated Fair Value | ||||
Debt Instrument [Line Items] | ||||
Debt instrument value | $ 0 | $ 523,100 | ||
4.25% Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.25% | 4.25% | 4.25% | |
4.25% Senior Notes due 2028 | Book Value | ||||
Debt Instrument [Line Items] | ||||
Debt instrument value | $ 500,000 | $ 500,000 | ||
4.25% Senior Notes due 2028 | Estimated Fair Value | ||||
Debt Instrument [Line Items] | ||||
Debt instrument value | $ 513,750 | $ 523,750 | ||
3.75% Senior Notes due 2029 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.75% | 3.75% | ||
3.75% Senior Notes due 2029 | Book Value | ||||
Debt Instrument [Line Items] | ||||
Debt instrument value | $ 500,000 | $ 0 | ||
3.75% Senior Notes due 2029 | Estimated Fair Value | ||||
Debt Instrument [Line Items] | ||||
Debt instrument value | $ 501,250 | $ 0 | ||
4.0% Senior Notes due 2031 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.00% | 4.00% | ||
4.0% Senior Notes due 2031 | Book Value | ||||
Debt Instrument [Line Items] | ||||
Debt instrument value | $ 500,000 | $ 0 | ||
4.0% Senior Notes due 2031 | Estimated Fair Value | ||||
Debt Instrument [Line Items] | ||||
Debt instrument value | $ 504,350 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Rollforward of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 27, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 1,809,168 |
Acquisitions | 88,611 |
Foreign Exchange | (7,149) |
Ending balance | 1,890,630 |
RMS | |
Goodwill [Roll Forward] | |
Beginning balance | 287,759 |
Acquisitions | 0 |
Foreign Exchange | (169) |
Ending balance | 287,590 |
DSA | |
Goodwill [Roll Forward] | |
Beginning balance | 1,378,130 |
Acquisitions | 88,611 |
Foreign Exchange | (7,726) |
Ending balance | 1,459,015 |
Manufacturing | |
Goodwill [Roll Forward] | |
Beginning balance | 143,279 |
Acquisitions | 0 |
Foreign Exchange | 746 |
Ending balance | $ 144,025 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 27, 2021 | Dec. 26, 2020 |
Other intangible assets | ||
Gross | $ 1,327,743 | $ 1,334,244 |
Accumulated Amortization | (532,178) | (546,645) |
Net | 795,565 | 787,599 |
Backlog | ||
Other intangible assets | ||
Gross | 610 | 29,233 |
Accumulated Amortization | (152) | (29,233) |
Net | 458 | 0 |
Technology | ||
Other intangible assets | ||
Gross | 133,667 | 130,907 |
Accumulated Amortization | (85,610) | (81,305) |
Net | 48,057 | 49,602 |
Trademarks and trade names | ||
Other intangible assets | ||
Gross | 12,231 | 15,870 |
Accumulated Amortization | (2,112) | (5,648) |
Net | 10,119 | 10,222 |
Other | ||
Other intangible assets | ||
Gross | 28,736 | 20,903 |
Accumulated Amortization | (4,189) | (14,633) |
Net | 24,547 | 6,270 |
Other intangible assets | ||
Other intangible assets | ||
Gross | 175,244 | 196,913 |
Accumulated Amortization | (92,063) | (130,819) |
Net | 83,181 | 66,094 |
Client relationships | ||
Other intangible assets | ||
Gross | 1,152,499 | 1,137,331 |
Accumulated Amortization | (440,115) | (415,826) |
Net | $ 712,384 | $ 721,505 |
LONG-TERM DEBT AND FINANCE LE_3
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 27, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | Dec. 29, 2018 |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 2,194,504 | |||
Finance leases | 28,844 | $ 29,047 | ||
Total debt and finance leases | 2,223,348 | 1,994,131 | ||
Current portion of long-term debt | 109 | 47,196 | ||
Current portion of finance leases | 2,823 | 3,018 | ||
Current portion of long-term debt and finance leases | 2,932 | 50,214 | ||
Long-term debt and finance leases | 2,220,416 | 1,943,917 | ||
Debt discount and debt issuance costs | (18,082) | (14,346) | ||
Long-term debt, net and finance leases | 2,202,334 | 1,929,571 | ||
Term Loans | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 0 | 146,875 | ||
Revolving Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 694,135 | $ 814,752 | ||
Senior Notes | 5.5% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.50% | 5.50% | 5.50% | |
Long-term debt, gross | $ 0 | $ 500,000 | ||
Senior Notes | 4.25% Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.25% | 4.25% | 4.25% | |
Long-term debt, gross | $ 500,000 | $ 500,000 | ||
Senior Notes | 3.75% Senior Notes due 2029 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.75% | 3.75% | ||
Long-term debt, gross | $ 500,000 | $ 0 | ||
Senior Notes | 4.0% Senior Notes due 2031 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.00% | 4.00% | ||
Long-term debt, gross | $ 500,000 | $ 0 | ||
Other Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 369 | $ 3,457 |
LONG-TERM DEBT AND FINANCE LE_4
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS - Narrative (Details) | Mar. 23, 2021USD ($) | Mar. 26, 2018 | Apr. 30, 2021USD ($) | Mar. 27, 2021USD ($)payment | Mar. 28, 2020USD ($) | Dec. 26, 2020USD ($) | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||
Weighted average interest rate | 3.09% | 3.11% | ||||||
Deferred financing costs expensed | $ 28,680,000 | $ 0 | ||||||
Debt extinguishment and financing costs | $ 26,907,000 | 0 | ||||||
Number of consecutive fiscal quarters | 1 year | |||||||
Credit Facility | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayments of long-term debt | $ 135,000,000 | |||||||
Term Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayments of long-term debt | 146,900,000 | |||||||
Deferred financing costs expensed | 200,000 | |||||||
$750 Million Term Loan | Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | $ 750,000,000 | |||||||
Number of quarterly installment payments | payment | 19 | |||||||
$2.05 Billion Credit Facility | Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum EBITDA less capital expenditures to consolidated cash interest expense ratio | 3.50 | |||||||
$2.05 Billion Credit Facility | Credit Facility | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | $ 2,050,000,000 | |||||||
$2.05 Billion Credit Facility | Credit Facility | Revolving Credit Facility | Federal Funds Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate | 0.50% | |||||||
$2.05 Billion Credit Facility | Credit Facility | Revolving Credit Facility | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate | 1.00% | |||||||
5.5% Senior Notes due 2026 | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayments of long-term debt | $ 500,000,000 | |||||||
Deferred financing costs expensed | 5,000,000 | |||||||
Aggregate principal amount | $ 500,000,000 | |||||||
Stated interest rate | 5.50% | 5.50% | 5.50% | |||||
Debt extinguishment and financing costs | 21,000,000 | |||||||
Payments for accrued interest | $ 13,000,000 | |||||||
4.25% Senior Notes due 2028 | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum consolidated indebtedness to consolidated EBITDA | 4.25 | |||||||
Aggregate principal amount | $ 500,000,000 | |||||||
Stated interest rate | 4.25% | 4.25% | 4.25% | |||||
3.75% Senior Notes due 2029 | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 500,000,000 | |||||||
Stated interest rate | 3.75% | 3.75% | ||||||
4.0% Senior Notes due 2031 | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 500,000,000 | |||||||
Stated interest rate | 4.00% | 4.00% | ||||||
Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding | $ 16,800,000 | $ 16,000,000 | ||||||
$3 Billion Credit Facility | Credit Facility | Revolving Credit Facility | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | $ 3,000,000,000 | |||||||
$3 Billion Credit Facility | Credit Facility | Revolving Credit Facility | Federal Funds Rate | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate | 0.50% | |||||||
$3 Billion Credit Facility | Credit Facility | Revolving Credit Facility | LIBOR | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate | 1.00% | |||||||
Senior Notes Due 2029 And 2031 | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | 1,000,000,000 | |||||||
Debt extinguishment and financing costs | 10,000,000 | |||||||
Senior Notes Due 2029 And 2031 | Senior Notes | Cognate BioServices, Inc. | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt extinguishment and financing costs | 21,000,000 | |||||||
Payments for accrued interest | 13,000,000 | |||||||
Minimum | Foreign Exchange Forward | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative amount | 300,000,000 | |||||||
Maximum | Foreign Exchange Forward | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative amount | 400,000,000 | |||||||
Other Nonoperating Income (Expense) | Foreign Exchange Forward | ||||||||
Debt Instrument [Line Items] | ||||||||
Foreign currency losses recognized | 13,400,000 | 4,200,000 | ||||||
Interest Expense | Foreign Exchange Forward | ||||||||
Debt Instrument [Line Items] | ||||||||
Recognized gains from derivatives | $ 13,977,000 | $ 6,067,000 |
LONG-TERM DEBT AND FINANCE LE_5
LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS - Principal Maturities of Long Term Debt (Details) $ in Thousands | Mar. 27, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (excluding the three months ended March 27, 2021) | $ 109 |
2022 | 0 |
2023 | 0 |
2024 | 260 |
2025 | 0 |
Thereafter | 2,194,135 |
Total | $ 2,194,504 |
EQUITY AND NONCONTROLLING INT_3
EQUITY AND NONCONTROLLING INTERESTS - Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Numerator: | ||
Net income | $ 63,935 | $ 50,837 |
Less: Net income attributable to noncontrolling interests | 2,405 | 68 |
Net income attributable to common shareholders | $ 61,530 | $ 50,769 |
Denominator: | ||
Weighted-average shares outstanding—Basic (in shares) | 49,980 | 49,189 |
Effect of dilutive securities: | ||
Stock options, restricted stock units and performance share units (in shares) | 1,095 | 777 |
Weighted-average shares outstanding—Diluted (in shares) | 51,075 | 49,966 |
EQUITY AND NONCONTROLLING INT_4
EQUITY AND NONCONTROLLING INTERESTS - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||||
Mar. 27, 2021 | Mar. 28, 2020 | Feb. 29, 2020 | Dec. 28, 2019 | Apr. 29, 2019 | |
Vital River | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Equity interest | 92.00% | ||||
Noncontrolling interest ownership percentage | 8.00% | ||||
Citoxlab | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Equity interest | 90.00% | ||||
Noncontrolling interest ownership percentage | 10.00% | 10.00% | |||
Supplier | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Equity interest | 80.00% | ||||
Noncontrolling interest ownership percentage | 20.00% | ||||
Employee Stock Option | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share amount (in shares) | 0.1 | 0.4 | |||
Restricted Stock and Restricted Stock Units | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share amount (in shares) | 0.6 | 0.6 | |||
Vital River | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Contractually defined redemption value | $ 18.7 | ||||
Citoxlab | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Contractually defined redemption value | $ 4 |
EQUITY AND NONCONTROLLING INT_5
EQUITY AND NONCONTROLLING INTERESTS - Treasury Shares (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Equity, Class of Treasury Stock [Line Items] | ||
Shares acquired to satisfy minimum individual statutory tax withholdings for vesting of equity instruments (in shares) | 100,000 | 100,000 |
Shares acquired to satisfy minimum individual statutory tax withholdings for vesting of equity instruments | $ 36 | $ 23.7 |
Authorized Share Repurchase Program | ||
Equity, Class of Treasury Stock [Line Items] | ||
Shares repurchased during period (in shares) | 0 | 0 |
Remaining authorized repurchase amount | $ 129.1 |
EQUITY AND NONCONTROLLING INT_6
EQUITY AND NONCONTROLLING INTERESTS - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | ||
Beginning balance | $ 2,118,169 | $ 1,637,828 |
Other comprehensive income before reclassifications | 9,844 | |
Amounts reclassified from accumulated other comprehensive income | 988 | |
Net current period other comprehensive income | 10,832 | |
Income tax (benefit) expense | (1,025) | (2,039) |
Ending balance | 2,188,184 | 1,655,627 |
Foreign Currency Translation Adjustment and Other | ||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | ||
Beginning balance | (73,884) | |
Other comprehensive income before reclassifications | 9,844 | |
Amounts reclassified from accumulated other comprehensive income | 0 | |
Net current period other comprehensive income | 9,844 | |
Income tax (benefit) expense | (1,270) | |
Ending balance | (62,770) | |
Pension and Other Post-Retirement Benefit Plans | ||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | ||
Beginning balance | (64,990) | |
Other comprehensive income before reclassifications | 0 | |
Amounts reclassified from accumulated other comprehensive income | 988 | |
Net current period other comprehensive income | 988 | |
Income tax (benefit) expense | 245 | |
Ending balance | (64,247) | |
Total | ||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | ||
Beginning balance | (138,874) | (178,019) |
Ending balance | $ (127,017) | $ (218,917) |
EQUITY AND NONCONTROLLING INT_7
EQUITY AND NONCONTROLLING INTERESTS - Rollforward of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 27, 2021 | Mar. 28, 2020 | Dec. 28, 2019 | Apr. 29, 2019 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Beginning balance | $ 25,499 | $ 28,647 | ||
Adjustment to Vital River redemption value | 835 | 0 | ||
Purchase of a 10% redeemable noncontrolling interest | 0 | (3,732) | ||
Net income (loss) attributable to noncontrolling interests | 1,716 | (332) | ||
Foreign currency translation | (15) | (544) | ||
Ending balance | $ 28,035 | $ 24,039 | ||
Citoxlab | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Noncontrolling interest ownership percentage | 10.00% | 10.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 3.60% | 8.30% |
Increase in unrecognized tax benefits | $ 0.3 | |
Unrecognized tax benefits | 25.3 | |
Accrued interest on unrecognized tax benefits | 2.4 | |
Decrease in unrecognized tax benefits that are reasonably possibly over the next twelve-month period | $ 1 |
PENSION AND OTHER POST-RETIRE_3
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Employee benefits | ||
Service cost | $ 911 | $ 797 |
Interest cost | 1,344 | 2,355 |
Expected return on plan assets | (1,983) | (2,981) |
Amortization of prior service cost (credit) | (128) | (125) |
Amortization of net loss | 1,110 | 1,586 |
Other adjustments | 0 | 125 |
Net periodic cost | 1,254 | 1,757 |
Other Postretirement Benefits Plan | ||
Employee benefits | ||
Net periodic cost | $ 0 | $ 0 |
PENSION AND OTHER POST-RETIRE_4
PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Employee benefits | ||
Net periodic cost | $ 1,254 | $ 1,757 |
Other Postretirement Benefits Plan | ||
Employee benefits | ||
Net periodic cost | $ 0 | $ 0 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Stock-based compensation expense | ||
Stock-based compensation, before income taxes | $ 13,189 | $ 10,960 |
Provision for income taxes | (1,987) | (1,551) |
Stock-based compensation, net of income taxes | 11,202 | 9,409 |
Cost of revenue | ||
Stock-based compensation expense | ||
Stock-based compensation, before income taxes | 2,713 | 2,035 |
Selling, general and administrative | ||
Stock-based compensation expense | ||
Stock-based compensation, before income taxes | $ 10,476 | $ 8,925 |
FOREIGN CURRENCY CONTRACTS - Sc
FOREIGN CURRENCY CONTRACTS - Schedule of Derivative Instruments on Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Interest expense | $ (29,719) | $ (15,067) |
Foreign Exchange Forward | Interest Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of gain (loss) | $ 13,977 | $ 6,067 |
RESTRUCTURING AND ASSET IMPAI_3
RESTRUCTURING AND ASSET IMPAIRMENTS - Restructuring Costs by Classification on the Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 749 | $ 559 |
Cost of services provided and products sold (excluding amortization of intangible assets) | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 563 | 476 |
Selling, general and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 186 | 83 |
Severance and Transition Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 562 | 330 |
Severance and Transition Costs | Cost of services provided and products sold (excluding amortization of intangible assets) | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 523 | 247 |
Severance and Transition Costs | Selling, general and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 39 | 83 |
Asset Impairments and Other Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 187 | 229 |
Asset Impairments and Other Costs | Cost of services provided and products sold (excluding amortization of intangible assets) | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 40 | 229 |
Asset Impairments and Other Costs | Selling, general and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 147 | $ 0 |
RESTRUCTURING AND ASSET IMPAI_4
RESTRUCTURING AND ASSET IMPAIRMENTS - Restructuring Costs by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Segment Reporting Information [Line Items] | ||
Restructuring costs | $ 749 | $ 559 |
Unallocated corporate | ||
Segment Reporting Information [Line Items] | ||
Restructuring costs | (151) | 0 |
RMS | ||
Segment Reporting Information [Line Items] | ||
Restructuring costs | 7 | 220 |
DSA | ||
Segment Reporting Information [Line Items] | ||
Restructuring costs | 559 | 83 |
Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Restructuring costs | $ 334 | $ 256 |
RESTRUCTURING AND ASSET IMPAI_5
RESTRUCTURING AND ASSET IMPAIRMENTS - Rollforward of Severance and Transition Costs Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 5,816 | $ 6,406 |
Expense (excluding non-cash charges) | 749 | 517 |
Payments / utilization | (2,465) | (4,243) |
Other non-cash adjustments | (1,831) | 0 |
Foreign currency adjustments | (48) | (149) |
Ending balance | $ 2,221 | $ 2,531 |
RESTRUCTURING AND ASSET IMPAI_6
RESTRUCTURING AND ASSET IMPAIRMENTS - Narrative (Details) - USD ($) $ in Thousands | Mar. 27, 2021 | Dec. 26, 2020 | Mar. 28, 2020 | Dec. 28, 2019 |
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other personnel related costs liability and lease obligation liabilities | $ 2,221 | $ 5,816 | $ 2,531 | $ 6,406 |
Severance and Transition Costs | Accrued Compensation and Accrued Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other personnel related costs liability and lease obligation liabilities | $ 2,200 | 2,400 | ||
Severance and Transition Costs | Other Long-Term Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and other personnel related costs liability and lease obligation liabilities | $ 100 |
LEASES - Right-of-Use Lease Ass
LEASES - Right-of-Use Lease Assets and Lease Liabilities in Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands | Mar. 27, 2021 | Dec. 26, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets, net | $ 197,668 | $ 178,220 |
Other current liabilities | 25,868 | 24,674 |
Operating lease right-of-use liabilities | 173,015 | 155,595 |
Total operating lease liabilities | 198,883 | 180,269 |
Property, plant and equipment, net | 31,437 | 31,614 |
Current portion of long-term debt and finance leases | 2,823 | 3,018 |
Long-term debt, net and finance leases | 26,021 | 26,029 |
Total finance lease liabilities | $ 28,844 | $ 29,047 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | Property, plant and equipment, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term debt and finance leases | Current portion of long-term debt and finance leases |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt, net and finance leases | Long-term debt, net and finance leases |
LEASES - Components of Operatin
LEASES - Components of Operating and Finance Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Leases [Abstract] | ||
Operating lease costs | $ 9,352 | $ 8,077 |
Amortization of right-of-use assets | 848 | 951 |
Interest on lease liabilities | 328 | 340 |
Short-term lease costs | 950 | 589 |
Variable lease costs | 883 | 1,045 |
Sublease income | (374) | (586) |
Total lease costs | $ 11,987 | $ 10,416 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 27, 2021 | Mar. 28, 2020 | |
Cash flows included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 8,503 | $ 6,974 |
Operating cash flows from finance leases | 328 | 340 |
Finance cash flows from finance leases | 942 | 1,572 |
Non-cash leases activity: | ||
Right-of-use lease assets obtained in exchange for new operating lease liabilities | 25,968 | 25,407 |
Right-of-use lease assets obtained in exchange for new finance lease liabilities | $ 86 | $ 593 |
LEASES - Weighted Average Remai
LEASES - Weighted Average Remaining Lease Term and Discount Rates (Details) | Mar. 27, 2021 | Mar. 28, 2020 |
Weighted-average remaining lease term (in years) | ||
Operating lease | 8 years 8 months 12 days | 8 years 4 months 24 days |
Finance lease | 12 years 4 months 24 days | 12 years 8 months 12 days |
Weighted-average discount rate | ||
Operating lease | 3.90% | 4.20% |
Finance lease | 4.50% | 4.50% |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 27, 2021 | Dec. 26, 2020 |
Operating Leases, After Adoption of 842 | ||
2021 (excluding the three months ended March 27, 2021) | $ 24,996 | |
2022 | 30,659 | |
2023 | 28,248 | |
2024 | 27,113 | |
2025 | 24,635 | |
Thereafter | 101,665 | |
Total minimum future lease payments | 237,316 | |
Less: Imputed interest | 38,433 | |
Total lease liabilities | 198,883 | $ 180,269 |
Finance Leases, After Adoption of 842 | ||
2021 (excluding the three months ended March 27, 2021) | 3,078 | |
2022 | 3,738 | |
2023 | 3,411 | |
2024 | 3,181 | |
2025 | 2,902 | |
Thereafter | 21,597 | |
Total minimum future lease payments | 37,907 | |
Less: Imputed interest | 9,063 | |
Total lease liabilities | $ 28,844 | $ 29,047 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | Mar. 27, 2021USD ($) |
Lessor, Lease, Description [Line Items] | |
Future minimum lease payments for leases that have not yet commenced | $ 108 |
Minimum | |
Lessor, Lease, Description [Line Items] | |
Terms for leases that have not yet commenced | 8 years |
Maximum | |
Lessor, Lease, Description [Line Items] | |
Terms for leases that have not yet commenced | 15 years |