EQUITY AND NONCONTROLLING INTERESTS

9 Months Ended

Sep. 26, 2020

Earnings Per Share

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


	Three Months Ended				Nine Months Ended
	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
	(in thousands)
Numerator:
Net income	$	102,611	$	73,552	$	221,116	$	173,549
Less: Net (expense) income attributable to noncontrolling interests	(298)		742		3		1,878
Net income attributable to common shareholders	$	102,909	$	72,810	$	221,113	$	171,671

Denominator:
Weighted-average shares outstanding - Basic	49,703		48,818		49,482		48,682
Effect of dilutive securities:
Stock options, restricted stock units and performance share units	999		897		889		945
Weighted-average shares outstanding - Diluted	50,702		49,715		50,371		49,627

Options to purchase 0.3 million and 0.4 million shares for the three months ended September 26, 2020 and September 28, 2019, respectively, as well as a non-significant number of restricted stock units (RSUs) and performance share units (PSUs), were not included in computing diluted earnings per share because their inclusion would have been anti-dilutive. Options to purchase 0.3 million and 0.4 million shares for the nine months ended September 26, 2020 and September 28, 2019, respectively, as well as a non-significant number of 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 nine months ended September 26, 2020 and September 28, 2019 excluded the impact of 0.9 million and 1.0 million shares of non-vested RSUs and PSUs, respectively.

Treasury Shares

During the nine months ended September 26, 2020 and September 28, 2019, the Company did not repurchase any shares under its authorized stock repurchase program. As of September 26, 2020, the Company had $129.1 million remaining on the authorized stock repurchase program.

The Company’s stock-based compensation plans permit the netting of common stock upon vesting of RSUs and PSUs in order to satisfy individual statutory tax withholding requirements. During the nine months ended September 26, 2020 and September 28, 2019, the Company acquired 0.1 million shares for $23.9 million and 0.1 million shares for $18.0 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 28, 2019	$	(87,578)	$	(90,441)	$	(178,019)
Other comprehensive loss before reclassifications	(18,388)		—		(18,388)
Amounts reclassified from accumulated other comprehensive loss	—		4,150		4,150
Net current period other comprehensive income (loss)	(18,388)		4,150		(14,238)
Income tax expense	2,135		889		3,024
September 26, 2020	$	(108,101)	$	(87,180)	$	(195,281)

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 immaterial during the three and nine months ended September 26, 2020 and September 28, 2019.

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 ($15.6 million as of September 26, 2020) 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 of approximately $2 million payable to the former shareholders. See Note 7. “Fair Value”.

In 2019, the Company acquired an 80% equity interest in a supplier that is fully consolidated under the voting interest model, which includes a 20% redeemable noncontrolling interest. The Company has the right to purchase, and the noncontrolling interest holders have the right to sell, the remaining 20% equity interest at its appraised value. These rights are exercisable beginning in 2022. The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the appraised value and the carrying amount adjusted for net income (loss) attributable to the noncontrolling interest or a predetermined floor value. As the noncontrolling interest holders have the ability to require the Company to purchase the remaining 20% interest, the noncontrolling interest is classified in the mezzanine section of the unaudited condensed consolidated balance sheets, which is presented above the equity section and below liabilities. The amount that the Company could be required to pay to purchase the remaining 20% equity interest is not limited.

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


	Nine Months Ended
	September 26, 2020		September 28, 2019
	(in thousands)
Beginning balance	$	28,647	$	18,525
Acquisition of noncontrolling interest	(3,732)		—
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	—		4,035
Acquisition of a 20% non-controlling interest through acquiring a supplier	—		8,740
Net (loss) income attributable to noncontrolling interests	(1,278)		249
Foreign currency translation	396		(814)
Ending balance	$	24,033	$	28,345