EQUITY AND NONCONTROLLING INTERESTS

6 Months Ended

Jun. 29, 2019

Earnings Per Share

The following table reconciles the numerator and denominator in the computations of basic and diluted earnings per share:



	Three Months Ended				Six Months Ended
	June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018
	(in thousands)
Numerator:
Income from continuing operations, net of income taxes	$	44,309	$	52,850	$	99,997	$	106,118
Income from discontinued operations, net of income taxes	—		1,529		—		1,506
Less: Net income attributable to noncontrolling interests	581		670		1,136		1,284
Net income attributable to common shareholders	$	43,728	$	53,709	$	98,861	$	106,340

Denominator:
Weighted-average shares outstanding - Basic	48,772		48,198		48,615		47,992
Effect of dilutive securities:
Stock options, restricted stock units, performance share units and restricted stock	890		845		984		974
Weighted-average shares outstanding - Diluted	49,662		49,043		49,599		48,966

Options to purchase 0.4 million and 0.5 million shares for the three months ended June 29, 2019 and June 30, 2018, respectively, as well as a non-significant number of restricted shares, restricted stock units (RSUs), and performance share units (PSUs), were not included in computing diluted earnings per share because their inclusion would have been anti-dilutive. Options to purchase 0.4 million and 0.5 million shares for the six months ended June 29, 2019 and June 30, 2018, respectively, as well as a non-significant number of restricted shares, RSUs and PSUs, were not included in computing diluted earnings per share because their inclusion would have been anti-dilutive. Basic weighted-average shares outstanding for the six months ended June 29, 2019 and June 30, 2018 excluded the impact of 1.0 million and 1.1 million shares, respectively, of non-vested restricted stock and RSUs.

Treasury Shares

During the six months ended June 29, 2019 and June 30, 2018, the Company did not repurchase any shares under its authorized stock repurchase program. As of June 29, 2019, 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 six months ended June 29, 2019 and June 30, 2018, the Company acquired 0.1 million shares for $17.9 million and 0.1 million shares for $13.7 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 and Other			Pension and Other Post-Retirement Benefit Plans			Total
	(in thousands)
December 29, 2018	$	(102,199	)	$	(70,504	)	$	(172,703	)
Other comprehensive income before reclassifications	6,849			—			6,849
Amounts reclassified from accumulated other comprehensive loss	—			748			748
Net current period other comprehensive income	6,849			748			7,597
Income tax expense	961			169			1,130
June 29, 2019	$	(96,311	)	$	(69,925	)	$	(166,236	)

Nonredeemable Noncontrolling Interest

The Company has an investment in an entity whose financial results are consolidated in the Company’s 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. The activity within the nonredeemable noncontrolling interest was immaterial during the three and six months ended June 29, 2019 and June 30, 2018.

Redeemable Noncontrolling Interests

On June 13, 2019, the Company purchased an additional 5% equity interest in Vital River for $7.9 million, resulting in total ownership of 92%. The Company recorded a $0.8 million gain in equity equal to the excess fair value of the 5% equity interest over the purchase price. Concurrent with the transaction, the pre-existing agreement was further amended to provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 8% equity interest (redeemable noncontrolling 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 Company recorded a charge of $2.2 million in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income, equal to the excess fair value of the hybrid instrument (equity interest with embedded derivative) over the fair value of the 8% equity interest. 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 ($13.9 million as of June 29, 2019) 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 agreement does not limit the amount that the Company could be required to pay to purchase the remaining 8% equity interest.

As part of the Citoxlab acquisition on April 29, 2019, the Company acquired a less than wholly owned subsidiary that is fully consolidated under the voting interest model. The Company acquired a 90% equity interest, which includes a 10% redeemable noncontrolling interest. The noncontrolling interest holders have the ability to require the Company to purchase the remaining 10% interest at certain dates in the future between 2021 through 2023. The noncontrolling interest is classified in the mezzanine section of the unaudited condensed consolidated balance sheets and is approximately $4 million as of June 29, 2019.

The following table provides a rollforward of the activity related to the Company’s redeemable noncontrolling interests:



	Six Months Ended
	June 29, 2019			June 30, 2018
	(in thousands)
Beginning balance	$	18,525		$	16,609
Adjustment to Vital River redemption value (three months ended March 30, 2019)	1,451			—
Purchase of Vital River 5% equity interest	(8,745		)	—
Change in fair value of Vital River 8% equity interest, included in additional-paid-in-capital	2,708			—
Modification of Vital River 8% purchase option	2,196			—
Acquisition of a 10% non-controlling interest through acquiring Citoxlab	4,095			—
Net income attributable to noncontrolling interests	284			377
Foreign currency translation	(35		)	(324		)
Ending balance	$	20,479		$	16,662