ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Massachusetts
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04-2052042
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
|
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ý
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Accelerated filer
|
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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PART I. FINANCIAL INFORMATION
|
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
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Item 1.
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||
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Item 1A.
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Item 2.
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Item 6.
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Item 1.
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Unaudited Financial Statements
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
|
(In thousands, except per share data)
|
||||||
Product revenue
|
$
|
333,714
|
|
|
$
|
324,353
|
|
Service revenue
|
180,401
|
|
|
173,663
|
|
||
Total revenue
|
514,115
|
|
|
498,016
|
|
||
Cost of product revenue
|
163,169
|
|
|
154,828
|
|
||
Cost of service revenue
|
111,335
|
|
|
108,102
|
|
||
Total cost of revenue
|
274,504
|
|
|
262,930
|
|
||
Selling, general and administrative expenses
|
145,093
|
|
|
144,538
|
|
||
Research and development expenses
|
33,288
|
|
|
29,971
|
|
||
Restructuring and contract termination charges, net
|
9,651
|
|
|
—
|
|
||
Operating income from continuing operations
|
51,579
|
|
|
60,577
|
|
||
Interest and other expense, net
|
11,596
|
|
|
11,086
|
|
||
Income from continuing operations before income taxes
|
39,983
|
|
|
49,491
|
|
||
Provision for income taxes
|
3,921
|
|
|
7,747
|
|
||
Income from continuing operations
|
36,062
|
|
|
41,744
|
|
||
Income from discontinued operations before income taxes
|
3,759
|
|
|
8,190
|
|
||
Loss on disposition of discontinued operations before income taxes
|
—
|
|
|
(3
|
)
|
||
Provision for income taxes on discontinued operations and dispositions
|
1,218
|
|
|
2,465
|
|
||
Income from discontinued operations and dispositions
|
2,541
|
|
|
5,722
|
|
||
Net income
|
$
|
38,603
|
|
|
$
|
47,466
|
|
Basic earnings per share:
|
|
|
|
||||
Income from continuing operations
|
$
|
0.33
|
|
|
$
|
0.38
|
|
Income from discontinued operations and dispositions
|
0.02
|
|
|
0.05
|
|
||
Net income
|
$
|
0.35
|
|
|
$
|
0.43
|
|
Diluted earnings per share:
|
|
|
|
||||
Income from continuing operations
|
$
|
0.33
|
|
|
$
|
0.38
|
|
Income from discontinued operations and dispositions
|
0.02
|
|
|
0.05
|
|
||
Net income
|
$
|
0.35
|
|
|
$
|
0.43
|
|
Weighted average shares of common stock outstanding:
|
|
|
|
||||
Basic
|
109,468
|
|
|
110,409
|
|
||
Diluted
|
110,204
|
|
|
111,195
|
|
||
Cash dividends declared per common share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
|
(In thousands)
|
||||||
Net income
|
$
|
38,603
|
|
|
$
|
47,466
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustments
|
19,208
|
|
|
31,567
|
|
||
Unrealized gains on securities, net of tax
|
23
|
|
|
32
|
|
||
Other comprehensive income
|
19,231
|
|
|
31,599
|
|
||
Comprehensive income
|
$
|
57,834
|
|
|
$
|
79,065
|
|
|
April 2,
2017 |
|
January 1,
2017 |
||||
|
(In thousands, except share and per share data)
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
288,329
|
|
|
$
|
359,265
|
|
Accounts receivable, net
|
411,084
|
|
|
425,588
|
|
||
Inventories
|
264,633
|
|
|
246,847
|
|
||
Other current assets
|
96,796
|
|
|
99,246
|
|
||
Current assets of discontinued operations
|
55,737
|
|
|
58,985
|
|
||
Total current assets
|
1,116,579
|
|
|
1,189,931
|
|
||
Property, plant and equipment:
|
|
|
|
||||
At cost
|
449,306
|
|
|
427,903
|
|
||
Accumulated depreciation
|
(295,369
|
)
|
|
(282,409
|
)
|
||
Property, plant and equipment, net
|
153,937
|
|
|
145,494
|
|
||
Intangible assets, net
|
455,128
|
|
|
420,224
|
|
||
Goodwill
|
2,332,533
|
|
|
2,247,966
|
|
||
Other assets, net
|
215,996
|
|
|
204,679
|
|
||
Long-term assets of discontinued operations
|
66,328
|
|
|
68,389
|
|
||
Total assets
|
$
|
4,340,501
|
|
|
$
|
4,276,683
|
|
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
2,187
|
|
|
$
|
1,172
|
|
Accounts payable
|
158,118
|
|
|
168,033
|
|
||
Accrued restructuring and contract termination charges
|
11,530
|
|
|
7,479
|
|
||
Accrued expenses and other current liabilities
|
397,814
|
|
|
399,700
|
|
||
Current liabilities of discontinued operations
|
30,959
|
|
|
26,971
|
|
||
Total current liabilities
|
600,608
|
|
|
603,355
|
|
||
Long-term debt
|
1,052,677
|
|
|
1,045,254
|
|
||
Long-term liabilities
|
462,965
|
|
|
459,544
|
|
||
Long-term liabilities of discontinued operations
|
15,264
|
|
|
14,960
|
|
||
Total liabilities
|
2,131,514
|
|
|
2,123,113
|
|
||
Commitments and contingencies (see Note 18)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock—$1 par value per share, authorized 1,000,000 shares; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock—$1 par value per share, authorized 300,000,000 shares; issued and outstanding 109,859,000 shares and 109,617,000 shares at April 2, 2017 and at January 1, 2017, respectively
|
109,859
|
|
|
109,617
|
|
||
Capital in excess of par value
|
31,148
|
|
|
26,130
|
|
||
Retained earnings
|
2,149,610
|
|
|
2,118,684
|
|
||
Accumulated other comprehensive loss
|
(81,630
|
)
|
|
(100,861
|
)
|
||
Total stockholders’ equity
|
2,208,987
|
|
|
2,153,570
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,340,501
|
|
|
$
|
4,276,683
|
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
|
(In thousands)
|
||||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
38,603
|
|
|
$
|
47,466
|
|
Income from discontinued operations and dispositions, net of income taxes
|
(2,541
|
)
|
|
(5,722
|
)
|
||
Income from continuing operations
|
36,062
|
|
|
41,744
|
|
||
Adjustments to reconcile income from continuing operations to net cash provided by continuing operations:
|
|
|
|
||||
Restructuring and contract termination charges, net
|
9,651
|
|
|
—
|
|
||
Depreciation and amortization
|
24,747
|
|
|
25,395
|
|
||
Stock-based compensation
|
4,926
|
|
|
3,846
|
|
||
Change in fair value of contingent consideration
|
811
|
|
|
1,322
|
|
||
Amortization of deferred debt financing costs and accretion of discount
|
585
|
|
|
356
|
|
||
Amortization of acquired inventory revaluation
|
2,176
|
|
|
131
|
|
||
Changes in assets and liabilities which provided (used) cash, excluding effects from companies acquired:
|
|
|
|
||||
Accounts receivable, net
|
25,093
|
|
|
16,747
|
|
||
Inventories
|
(6,837
|
)
|
|
(16,959
|
)
|
||
Accounts payable
|
(13,883
|
)
|
|
1,613
|
|
||
Accrued expenses and other
|
(42,129
|
)
|
|
(47,908
|
)
|
||
Net cash provided by operating activities of continuing operations
|
41,202
|
|
|
26,287
|
|
||
Net cash provided by operating activities of discontinued operations
|
12,534
|
|
|
5,753
|
|
||
Net cash provided by operating activities
|
53,736
|
|
|
32,040
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(5,981
|
)
|
|
(7,659
|
)
|
||
Proceeds from disposition of businesses
|
—
|
|
|
1,000
|
|
||
Changes in restricted cash balances
|
15,153
|
|
|
—
|
|
||
Activity related to acquisitions, net of cash and cash equivalents acquired
|
(123,578
|
)
|
|
(10,484
|
)
|
||
Net cash used in investing activities of continuing operations
|
(114,406
|
)
|
|
(17,143
|
)
|
||
Net cash used in investing activities of discontinued operations
|
(280
|
)
|
|
(149
|
)
|
||
Net cash used in investing activities
|
(114,686
|
)
|
|
(17,292
|
)
|
||
Financing activities:
|
|
|
|
||||
Payments on borrowings
|
(145,950
|
)
|
|
(75,000
|
)
|
||
Proceeds from borrowings
|
146,952
|
|
|
183,000
|
|
||
Settlement of cash flow hedges
|
(1,569
|
)
|
|
2,630
|
|
||
Net payments on other credit facilities
|
(287
|
)
|
|
(275
|
)
|
||
Payments for acquisition-related contingent consideration
|
(8,940
|
)
|
|
(93
|
)
|
||
Proceeds from issuance of common stock under stock plans
|
4,627
|
|
|
1,238
|
|
||
Purchases of common stock
|
(3,127
|
)
|
|
(151,159
|
)
|
||
Dividends paid
|
(7,673
|
)
|
|
(7,843
|
)
|
||
Net cash used in financing activities of continuing operations
|
(15,967
|
)
|
|
(47,502
|
)
|
||
Net cash used in financing activities of discontinued operations
|
(214
|
)
|
|
(193
|
)
|
||
Net cash used in financing activities
|
(16,181
|
)
|
|
(47,695
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
6,195
|
|
|
5,746
|
|
||
Net increase in cash and cash equivalents
|
(70,936
|
)
|
|
(27,201
|
)
|
||
Cash and cash equivalents at beginning of period
|
359,265
|
|
|
237,932
|
|
||
Cash and cash equivalents at end of period
|
$
|
288,329
|
|
|
$
|
210,731
|
|
|
2017 Acquisition
|
||
|
(In thousands)
|
||
Fair value of business combination:
|
|
||
Cash payments
|
$
|
126,007
|
|
Other liability
|
1,273
|
|
|
Less: cash acquired
|
(2,429
|
)
|
|
Total
|
$
|
124,851
|
|
Identifiable assets acquired and liabilities assumed:
|
|
||
Current assets
|
$
|
15,863
|
|
Property, plant and equipment
|
9,643
|
|
|
Other assets
|
1,084
|
|
|
Identifiable intangible assets:
|
|
||
Core technology
|
3,500
|
|
|
Trade names
|
3,000
|
|
|
Customer relationships
|
38,500
|
|
|
Goodwill
|
76,499
|
|
|
Deferred taxes
|
(14,997
|
)
|
|
Liabilities assumed
|
(8,241
|
)
|
|
Total
|
$
|
124,851
|
|
|
2016 Acquisitions
|
||
|
(In thousands)
|
||
Fair value of business combination:
|
|
||
Cash payments
|
$
|
72,497
|
|
Working capital and other adjustments
|
(261
|
)
|
|
Less: cash acquired
|
(2,152
|
)
|
|
Total
|
$
|
70,084
|
|
Identifiable assets acquired and liabilities assumed:
|
|
||
Current assets
|
$
|
7,153
|
|
Property, plant and equipment
|
7,542
|
|
|
Identifiable intangible assets:
|
|
||
Core technology
|
6,600
|
|
|
Trade names
|
570
|
|
|
Customer relationships
|
14,900
|
|
|
Goodwill
|
43,588
|
|
|
Deferred taxes
|
(8,284
|
)
|
|
Liabilities assumed
|
(1,985
|
)
|
|
Total
|
$
|
70,084
|
|
|
April 2,
2017 |
|
April 3,
2016 |
||||
|
(In thousands)
|
||||||
Revenue
|
$
|
36,094
|
|
|
$
|
40,766
|
|
Cost of revenue
|
24,795
|
|
|
25,755
|
|
||
Selling, general and administrative expenses
|
3,943
|
|
|
3,007
|
|
||
Research and development expenses
|
3,597
|
|
|
3,814
|
|
||
Income from discontinued operations before income taxes
|
$
|
3,759
|
|
|
$
|
8,190
|
|
|
April 2,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Current assets of discontinued operations:
|
|
|
|
||||
Accounts receivable
|
$
|
23,794
|
|
|
$
|
28,400
|
|
Inventories
|
28,764
|
|
|
26,977
|
|
||
Prepaid income taxes
|
—
|
|
|
425
|
|
||
Other current assets
|
3,179
|
|
|
3,183
|
|
||
Total current assets of discontinued operations
|
55,737
|
|
|
58,985
|
|
||
Property, plant and equipment, net
|
24,310
|
|
|
25,219
|
|
||
Intangible assets
|
3,012
|
|
|
3,292
|
|
||
Goodwill
|
38,974
|
|
|
38,794
|
|
||
Other assets, net
|
32
|
|
|
1,084
|
|
||
Long-term assets of discontinued operations
|
66,328
|
|
|
68,389
|
|
||
Total assets of discontinued operations
|
$
|
122,065
|
|
|
$
|
127,374
|
|
|
|
|
|
||||
Current liabilities of discontinued operations:
|
|
|
|
||||
Accounts payable
|
$
|
19,906
|
|
|
$
|
16,770
|
|
Accrued restructuring and contract termination charges
|
—
|
|
|
209
|
|
||
Accrued expenses and other current liabilities
|
11,053
|
|
|
9,992
|
|
||
Total current liabilities of discontinued operations
|
30,959
|
|
|
26,971
|
|
||
Deferred income taxes
|
8,429
|
|
|
7,851
|
|
||
Long-term liabilities
|
6,835
|
|
|
7,109
|
|
||
Total long-term liabilities
|
15,264
|
|
|
14,960
|
|
||
Total liabilities of discontinued operations
|
$
|
46,223
|
|
|
$
|
41,931
|
|
|
Workforce Reductions
|
|
Closure of Excess Facility
|
|
Total
|
|
(Expected) Date Payments Substantially Completed by
|
||||||||||||||||||
|
Headcount Reduction
|
|
Discovery & Analytical Solutions
|
|
Diagnostics
|
|
Discovery & Analytical Solutions
|
|
Diagnostics
|
|
|
Severance
|
|
Excess Facility
|
|||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
|
(In thousands, except headcount data)
|
|
|
|
|
||||||||||||||||||||
Q1 2017 Plan
|
90
|
|
$
|
5,000
|
|
|
$
|
1,631
|
|
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
6,697
|
|
|
Q2 FY2018
|
|
Q2 FY2018
|
Q3 2016 Plan
|
22
|
|
1,779
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
1,820
|
|
|
Q4 FY2017
|
|
—
|
|||||
Q2 2016 Plan
|
72
|
|
4,106
|
|
|
561
|
|
|
—
|
|
|
—
|
|
|
4,667
|
|
|
Q3 FY2017
|
|
—
|
|
Balance at January 1, 2017
|
|
2017 Charges
|
|
2017 Changes in Estimates, Net
|
|
2017 Amounts Paid
|
|
Balance at April 2, 2017
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Severance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Q1 2017 Plan
|
$
|
—
|
|
|
$
|
6,631
|
|
|
$
|
—
|
|
|
$
|
(383
|
)
|
|
$
|
6,248
|
|
Q3 2016 Plan
|
1,208
|
|
|
—
|
|
|
—
|
|
|
(547
|
)
|
|
661
|
|
|||||
Q2 2016 Plan
|
1,436
|
|
|
—
|
|
|
—
|
|
|
(446
|
)
|
|
990
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Facility:
|
|
|
|
|
|
|
|
|
|
||||||||||
Q1 2017 Plan
|
—
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Previous Plans
|
7,780
|
|
|
—
|
|
|
—
|
|
|
(1,440
|
)
|
|
6,340
|
|
|||||
Restructuring
|
10,424
|
|
|
6,697
|
|
|
—
|
|
|
(2,816
|
)
|
|
14,305
|
|
|||||
Contract Termination
|
117
|
|
|
2,909
|
|
|
45
|
|
|
(25
|
)
|
|
3,046
|
|
|||||
Total Restructuring and Contract Termination
|
$
|
10,541
|
|
|
$
|
9,606
|
|
|
$
|
45
|
|
|
$
|
(2,841
|
)
|
|
$
|
17,351
|
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
|
(In thousands)
|
||||||
Interest income
|
$
|
(220
|
)
|
|
$
|
(110
|
)
|
Interest expense
|
10,864
|
|
|
9,841
|
|
||
Other expense, net
|
952
|
|
|
1,355
|
|
||
Total interest and other expense, net
|
$
|
11,596
|
|
|
$
|
11,086
|
|
|
April 2,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
87,674
|
|
|
$
|
79,189
|
|
Work in progress
|
8,273
|
|
|
6,561
|
|
||
Finished goods
|
168,686
|
|
|
161,097
|
|
||
Total inventories
|
$
|
264,633
|
|
|
$
|
246,847
|
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
|
(In thousands)
|
||||||
Continuing operations
|
$
|
3,921
|
|
|
$
|
7,747
|
|
Discontinued operations
|
1,218
|
|
|
2,465
|
|
||
Total
|
$
|
5,139
|
|
|
$
|
10,212
|
|
|
Three Months Ended
|
||||
|
April 2,
2017 |
|
April 3,
2016 |
||
|
(In thousands)
|
||||
Number of common shares—basic
|
109,468
|
|
|
110,409
|
|
Effect of dilutive securities:
|
|
|
|
||
Stock options
|
602
|
|
|
661
|
|
Restricted stock awards
|
134
|
|
|
125
|
|
Number of common shares—diluted
|
110,204
|
|
|
111,195
|
|
Number of potentially dilutive securities excluded from calculation due to antidilutive impact
|
659
|
|
|
1,098
|
|
•
|
Discovery & Analytical Solutions
. Provides products and services targeted towards the environmental, industrial, food, life sciences research and laboratory services markets.
|
•
|
Diagnostics
. Develops diagnostics, tools and applications focused on clinically-oriented customers, especially within the reproductive health, emerging market diagnostics and applied genomics markets. The Diagnostics segment serves the diagnostics market.
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
|
(In thousands)
|
||||||
Discovery & Analytical Solutions
|
|
|
|
||||
Product revenue
|
$
|
215,160
|
|
|
$
|
219,406
|
|
Service revenue
|
146,600
|
|
|
137,041
|
|
||
Total revenue
|
361,760
|
|
|
356,447
|
|
||
Operating income from continuing operations
|
30,579
|
|
|
39,469
|
|
||
Diagnostics
|
|
|
|
||||
Product revenue
|
118,554
|
|
|
104,947
|
|
||
Service revenue
|
33,801
|
|
|
36,622
|
|
||
Total revenue
|
152,355
|
|
|
141,569
|
|
||
Operating income from continuing operations
|
33,410
|
|
|
33,774
|
|
||
Corporate
|
|
|
|
||||
Operating loss from continuing operations
|
(12,410
|
)
|
|
(12,666
|
)
|
||
Continuing Operations
|
|
|
|
||||
Product revenue
|
333,714
|
|
|
324,353
|
|
||
Service revenue
|
180,401
|
|
|
173,663
|
|
||
Total revenue
|
514,115
|
|
|
498,016
|
|
||
Operating income from continuing operations
|
51,579
|
|
|
60,577
|
|
||
Interest and other expense, net (see Note 5)
|
11,596
|
|
|
11,086
|
|
||
Income from continuing operations before income taxes
|
$
|
39,983
|
|
|
$
|
49,491
|
|
|
April 2,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Foreign currency translation adjustments
|
$
|
(81,715
|
)
|
|
$
|
(100,923
|
)
|
Unrecognized prior service costs, net of income taxes
|
399
|
|
|
399
|
|
||
Unrealized net losses on securities, net of income taxes
|
(314
|
)
|
|
(337
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(81,630
|
)
|
|
$
|
(100,861
|
)
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
|
(In thousands)
|
||||||
Cost of product and service revenue
|
$
|
260
|
|
|
$
|
190
|
|
Research and development expenses
|
327
|
|
|
169
|
|
||
Selling, general and administrative expenses
|
4,339
|
|
|
3,487
|
|
||
Total stock-based compensation expense
|
$
|
4,926
|
|
|
$
|
3,846
|
|
|
Three Months Ended
|
||||
|
April 2,
2017 |
|
April 3,
2016 |
||
Risk-free interest rate
|
1.9
|
%
|
|
1.4
|
%
|
Expected dividend yield
|
0.5
|
%
|
|
0.6
|
%
|
Expected term
|
5 years
|
|
|
5 years
|
|
Expected stock volatility
|
22.4
|
%
|
|
25.2
|
%
|
|
Number
of
Shares
|
|
Weighted-
Average Exercise
Price
|
|
Weighted-Average
Remaining
Contractual Term
|
|
Total
Intrinsic
Value
|
|||||
|
(In thousands)
|
|
|
|
(In years)
|
|
(In millions)
|
|||||
Outstanding at January 1, 2017
|
2,287
|
|
|
$
|
37.64
|
|
|
|
|
|
||
Granted
|
446
|
|
|
53.45
|
|
|
|
|
|
|||
Exercised
|
(140
|
)
|
|
33.09
|
|
|
|
|
|
|||
Outstanding at April 2, 2017
|
2,593
|
|
|
$
|
40.60
|
|
|
4.2
|
|
$
|
36.1
|
|
Exercisable at April 2, 2017
|
1,611
|
|
|
$
|
35.48
|
|
|
3.1
|
|
$
|
30.7
|
|
|
Number of
Shares
|
|
Weighted-
Average
Grant-
Date Fair
Value
|
|||
|
(In thousands)
|
|
|
|||
Nonvested at January 1, 2017
|
521
|
|
|
$
|
46.48
|
|
Granted
|
204
|
|
|
53.44
|
|
|
Vested
|
(174
|
)
|
|
44.76
|
|
|
Forfeited
|
(7
|
)
|
|
47.78
|
|
|
Nonvested at April 2, 2017
|
544
|
|
|
$
|
49.62
|
|
|
Discovery & Analytical Solutions
|
|
Diagnostics
|
|
Consolidated
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1, 2017
|
$
|
1,303,936
|
|
|
$
|
944,030
|
|
|
$
|
2,247,966
|
|
Foreign currency translation
|
5,956
|
|
|
4,312
|
|
|
10,268
|
|
|||
Acquisitions and other
|
(1,800
|
)
|
|
76,099
|
|
|
74,299
|
|
|||
Balance at April 2, 2017
|
$
|
1,308,092
|
|
|
$
|
1,024,441
|
|
|
$
|
2,332,533
|
|
|
April 2,
2017 |
|
January 1,
2017 |
||||
|
(In thousands)
|
||||||
Patents
|
$
|
39,906
|
|
|
$
|
39,901
|
|
Less: Accumulated amortization
|
(33,071
|
)
|
|
(32,408
|
)
|
||
Net patents
|
6,835
|
|
|
7,493
|
|
||
Trade names and trademarks
|
43,371
|
|
|
40,086
|
|
||
Less: Accumulated amortization
|
(24,990
|
)
|
|
(24,017
|
)
|
||
Net trade names and trademarks
|
18,381
|
|
|
16,069
|
|
||
Licenses
|
50,804
|
|
|
57,767
|
|
||
Less: Accumulated amortization
|
(40,279
|
)
|
|
(46,507
|
)
|
||
Net licenses
|
10,525
|
|
|
11,260
|
|
||
Core technology
|
292,252
|
|
|
304,187
|
|
||
Less: Accumulated amortization
|
(222,371
|
)
|
|
(233,720
|
)
|
||
Net core technology
|
69,881
|
|
|
70,467
|
|
||
Customer relationships
|
411,165
|
|
|
383,303
|
|
||
Less: Accumulated amortization
|
(207,297
|
)
|
|
(213,062
|
)
|
||
Net customer relationships
|
203,868
|
|
|
170,241
|
|
||
IPR&D
|
79,698
|
|
|
78,515
|
|
||
Less: Accumulated amortization
|
(4,644
|
)
|
|
(4,405
|
)
|
||
Net IPR&D
|
75,054
|
|
|
74,110
|
|
||
Net amortizable intangible assets
|
384,544
|
|
|
349,640
|
|
||
Non-amortizing intangible assets:
|
|
|
|
||||
Trade name
|
70,584
|
|
|
70,584
|
|
||
Total
|
$
|
455,128
|
|
|
$
|
420,224
|
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
|
(In thousands)
|
||||||
Balance at beginning of period
|
$
|
9,012
|
|
|
$
|
9,843
|
|
Provision charged to income
|
2,989
|
|
|
3,659
|
|
||
Payments
|
(3,725
|
)
|
|
(3,915
|
)
|
||
Adjustments to previously provided warranties, net
|
539
|
|
|
(67
|
)
|
||
Foreign currency translation and acquisitions
|
122
|
|
|
231
|
|
||
Balance at end of period
|
$
|
8,937
|
|
|
$
|
9,751
|
|
|
Defined Benefit
Pension Benefits
|
|
Postretirement
Medical Benefits
|
||||||||||||
|
Three Months Ended
|
||||||||||||||
|
April 2,
2017 |
|
April 3,
2016 |
|
April 2,
2017 |
|
April 3,
2016 |
||||||||
|
(In thousands)
|
||||||||||||||
Service cost
|
$
|
1,214
|
|
|
$
|
1,092
|
|
|
$
|
23
|
|
|
$
|
25
|
|
Interest cost
|
4,127
|
|
|
4,730
|
|
|
31
|
|
|
36
|
|
||||
Expected return on plan assets
|
(6,500
|
)
|
|
(6,188
|
)
|
|
(279
|
)
|
|
(259
|
)
|
||||
Amortization of prior service costs
|
(47
|
)
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
||||
Net periodic pension credit
|
$
|
(1,206
|
)
|
|
$
|
(420
|
)
|
|
$
|
(225
|
)
|
|
$
|
(198
|
)
|
|
|
|
Fair Value Measurements at April 2, 2017 Using:
|
||||||||||||
|
Total Carrying Value at April 2, 2017
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In thousands)
|
||||||||||||||
Marketable securities
|
$
|
1,794
|
|
|
$
|
1,794
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign exchange derivative assets
|
1,316
|
|
|
—
|
|
|
1,316
|
|
|
—
|
|
||||
Foreign exchange derivative liabilities
|
(615
|
)
|
|
—
|
|
|
(615
|
)
|
|
—
|
|
||||
Contingent consideration
|
(63,978
|
)
|
|
—
|
|
|
—
|
|
|
(63,978
|
)
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
|
(In thousands)
|
||||||
Balance at beginning of period
|
$
|
(63,201
|
)
|
|
$
|
(57,350
|
)
|
Amounts paid and foreign currency translation
|
34
|
|
|
94
|
|
||
Change in fair value (included within selling, general and administrative expenses)
|
(811
|
)
|
|
(1,323
|
)
|
||
Balance at end of period
|
$
|
(63,978
|
)
|
|
$
|
(58,579
|
)
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Discovery & Analytical Solutions
. Provides products and services targeted towards the environmental, industrial, food, life sciences research and laboratory services markets.
|
•
|
Diagnostics
. Develops diagnostics, tools and applications focused on clinically-oriented customers, especially within the reproductive health, emerging market diagnostics and applied genomics markets. The Diagnostics segment serves the diagnostics market.
|
|
Workforce Reductions
|
|
Closure of Excess Facility
|
|
Total
|
|
(Expected) Date Payments Substantially Completed by
|
||||||||||||||||||
|
Headcount Reduction
|
|
Discovery & Analytical Solutions
|
|
Diagnostics
|
|
Discovery & Analytical Solutions
|
|
Diagnostics
|
|
|
Severance
|
|
Excess Facility
|
|||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
|
(In thousands, except headcount data)
|
|
|
|
|
||||||||||||||||||||
Q1 2017 Plan
|
90
|
|
$
|
5,000
|
|
|
$
|
1,631
|
|
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
6,697
|
|
|
Q2 FY2018
|
|
Q2 FY2018
|
Q3 2016 Plan
|
22
|
|
1,779
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
1,820
|
|
|
Q4 FY2017
|
|
—
|
|||||
Q2 2016 Plan
|
72
|
|
4,106
|
|
|
561
|
|
|
—
|
|
|
—
|
|
|
4,667
|
|
|
Q3 FY2017
|
|
—
|
|
Balance at January 1, 2017
|
|
2017 Charges
|
|
2017 Changes in Estimates, Net
|
|
2017 Amounts Paid
|
|
Balance at April 2, 2017
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Severance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Q1 2017 Plan
|
$
|
—
|
|
|
$
|
6,631
|
|
|
$
|
—
|
|
|
$
|
(383
|
)
|
|
$
|
6,248
|
|
Q3 2016 Plan
|
1,208
|
|
|
—
|
|
|
—
|
|
|
(547
|
)
|
|
661
|
|
|||||
Q2 2016 Plan
|
1,436
|
|
|
—
|
|
|
—
|
|
|
(446
|
)
|
|
990
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Facility:
|
|
|
|
|
|
|
|
|
|
||||||||||
Q1 2017 Plan
|
—
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Previous Plans
|
7,780
|
|
|
—
|
|
|
—
|
|
|
(1,440
|
)
|
|
6,340
|
|
|||||
Restructuring
|
10,424
|
|
|
6,697
|
|
|
—
|
|
|
(2,816
|
)
|
|
14,305
|
|
|||||
Contract Termination
|
117
|
|
|
2,909
|
|
|
45
|
|
|
(25
|
)
|
|
3,046
|
|
|||||
Total Restructuring and Contract Termination
|
$
|
10,541
|
|
|
$
|
9,606
|
|
|
$
|
45
|
|
|
$
|
(2,841
|
)
|
|
$
|
17,351
|
|
|
Three Months Ended
|
||||||
|
April 2,
2017 |
|
April 3,
2016 |
||||
|
(In thousands)
|
||||||
Interest income
|
$
|
(220
|
)
|
|
$
|
(110
|
)
|
Interest expense
|
10,864
|
|
|
9,841
|
|
||
Other expense, net
|
952
|
|
|
1,355
|
|
||
Total interest and other expense, net
|
$
|
11,596
|
|
|
$
|
11,086
|
|
|
April 2,
2017 |
|
April 3,
2016 |
||||
|
(In thousands)
|
||||||
Revenue
|
$
|
36,094
|
|
|
$
|
40,766
|
|
Cost of revenue
|
24,795
|
|
|
25,755
|
|
||
Selling, general and administrative expenses
|
3,943
|
|
|
3,007
|
|
||
Research and development expenses
|
3,597
|
|
|
3,814
|
|
||
Income from discontinued operations before income taxes
|
$
|
3,759
|
|
|
$
|
8,190
|
|
•
|
changes in sales due to weakness in markets in which we sell our products and services, and
|
•
|
changes in our working capital requirements.
|
•
|
financial covenants contained in the financial instruments controlling our borrowings that limit our total borrowing capacity,
|
•
|
increases in interest rates applicable to our outstanding variable rate debt,
|
•
|
a ratings downgrade that could limit the amount we can borrow under our senior unsecured revolving credit facility and our overall access to the corporate debt market,
|
•
|
increases in interest rates or credit spreads, as well as limitations on the availability of credit, that affect our ability to borrow under future potential facilities on a secured or unsecured basis,
|
•
|
a decrease in the market price for our common stock, and
|
•
|
volatility in the public debt and equity markets.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
accurately anticipate customer needs,
|
•
|
innovate and develop new reliable technologies and applications,
|
•
|
successfully commercialize new technologies in a timely manner,
|
•
|
price our products competitively, and manufacture and deliver our products in sufficient volumes and on time, and
|
•
|
differentiate our offerings from our competitors’ offerings.
|
•
|
competition among buyers and licensees,
|
•
|
the high valuations of businesses and technologies,
|
•
|
the need for regulatory and other approval, and
|
•
|
our inability to raise capital to fund these acquisitions.
|
•
|
demand for and market acceptance of our products,
|
•
|
competitive pressures resulting in lower selling prices,
|
•
|
changes in the level of economic activity in regions in which we do business,
|
•
|
changes in general economic conditions or government funding,
|
•
|
settlements of income tax audits,
|
•
|
expenses incurred in connection with claims related to environmental conditions at locations where we conduct or formerly conducted operations,
|
•
|
contract termination and litigation costs,
|
•
|
differing tax laws and changes in those laws, or changes in the countries in which we are subject to taxation,
|
•
|
changes in our effective tax rate,
|
•
|
changes in industries, such as pharmaceutical and biomedical,
|
•
|
changes in the portions of our revenue represented by our various products and customers,
|
•
|
our ability to introduce new products,
|
•
|
our competitors’ announcement or introduction of new products, services or technological innovations,
|
•
|
costs of raw materials, energy or supplies,
|
•
|
changes in healthcare or other reimbursement rates paid by government agencies and other third parties for certain of our products and services,
|
•
|
our ability to realize the benefit of ongoing productivity initiatives,
|
•
|
changes in the volume or timing of product orders,
|
•
|
fluctuation in the expense related to the mark-to-market adjustment on postretirement benefit plans,
|
•
|
changes in our assumptions underlying future funding of pension obligations,
|
•
|
changes in assumptions used to determine contingent consideration in acquisitions, and
|
•
|
changes in foreign currency exchange rates.
|
•
|
changes in actual, or from projected, foreign currency exchange rates,
|
•
|
changes in a country’s or region’s political or economic conditions, particularly in developing or emerging markets,
|
•
|
longer payment cycles of foreign customers and timing of collections in foreign jurisdictions,
|
•
|
embargoes, trade protection measures and import or export licensing requirements,
|
•
|
policies in foreign countries benefiting domestic manufacturers or other policies detrimental to companies headquartered in the United States,
|
•
|
differing tax laws and changes in those laws, or changes in the countries in which we are subject to tax,
|
•
|
adverse income tax audit settlements or loss of previously negotiated tax incentives,
|
•
|
differing business practices associated with foreign operations,
|
•
|
difficulty in transferring cash between international operations and the United States,
|
•
|
difficulty in staffing and managing widespread operations,
|
•
|
differing labor laws and changes in those laws,
|
•
|
differing protection of intellectual property and changes in that protection,
|
•
|
increasing global enforcement of anti-bribery and anti-corruption laws, and
|
•
|
differing regulatory requirements and changes in those requirements.
|
•
|
requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, which reduces the funds we have available for other purposes, such as acquisitions and stock repurchases;
|
•
|
reducing our flexibility in planning for or reacting to changes in our business and market conditions; and
|
•
|
exposing us to interest rate risk since a portion of our debt obligations are at variable rates.
|
•
|
pay dividends on, redeem or repurchase our capital stock,
|
•
|
sell assets,
|
•
|
incur obligations that restrict our subsidiaries’ ability to make dividend or other payments to us,
|
•
|
guarantee or secure indebtedness,
|
•
|
enter into transactions with affiliates, and
|
•
|
consolidate, merge or transfer all, or substantially all, of our assets and the assets of our subsidiaries on a consolidated basis.
|
•
|
operating results that vary from our financial guidance or the expectations of securities analysts and investors,
|
•
|
the financial performance of the major end markets that we target,
|
•
|
the operating and securities price performance of companies that investors consider to be comparable to us,
|
•
|
announcements of strategic developments, acquisitions and other material events by us or our competitors, and
|
•
|
changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, commodity and equity prices and the value of financial assets.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
|
Exhibit Name
|
|
|
|
2.1
|
|
Amendment No. 1, dated January 17, 2017, to the Master Purchase and Sale Agreement, dated as of December 21, 2016, by and between PerkinElmer, Inc. and Varian Medical Systems, Inc.
|
|
|
|
10.1
|
|
Form of 162(m)-compliant Restricted Stock Agreement with single-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.19 to our annual report on Form 10-K and herein incorporated by reference.
|
|
|
|
10.2
|
|
Form of 162(m)-compliant Restricted Stock Agreement with double-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.20 to our annual report on Form 10-K and herein incorporated by reference.
|
|
|
|
10.3
|
|
Form of 162(m)-compliant Restricted Stock Unit Agreement with single-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.21 to our annual report on Form 10-K and herein incorporated by reference.
|
|
|
|
10.4
|
|
Form of 162(m)-compliant Restricted Stock Unit Agreement with double-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.22 to our annual report on Form 10-K and herein incorporated by reference.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
P
ERKIN
E
LMER
, I
NC
.
|
||
|
|
|
|
May 9, 2017
|
By:
|
|
/s/ F
RANK
A. W
ILSON
|
|
|
|
Frank A. Wilson
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
P
ERKIN
E
LMER
, I
NC
.
|
||
|
|
|
|
May 9, 2017
|
By:
|
|
/s/ A
NDREW
O
KUN
|
|
|
|
Andrew Okun
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
Exhibit
Number
|
|
Exhibit Name
|
|
|
|
2.1
|
|
Amendment No. 1, dated January 17, 2017, to the Master Purchase and Sale Agreement, dated as of December 21, 2016, by and between PerkinElmer, Inc. and Varian Medical Systems, Inc.
|
|
|
|
10.1
|
|
Form of 162(m)-compliant Restricted Stock Agreement with single-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.19 to our annual report on Form 10-K and herein incorporated by reference.
|
|
|
|
10.2
|
|
Form of 162(m)-compliant Restricted Stock Agreement with double-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.20 to our annual report on Form 10-K and herein incorporated by reference.
|
|
|
|
10.3
|
|
Form of 162(m)-compliant Restricted Stock Unit Agreement with single-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.21 to our annual report on Form 10-K and herein incorporated by reference.
|
|
|
|
10.4
|
|
Form of 162(m)-compliant Restricted Stock Unit Agreement with double-trigger acceleration for use under the 2009 Incentive Plan, filed with the Commission on February 28, 2017 as Exhibit 10.22 to our annual report on Form 10-K and herein incorporated by reference.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of PerkinElmer, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 9, 2017
|
/s/ R
OBERT
F. F
RIEL
|
|
|
Robert F. Friel
Chairman, Chief Executive Officer
and President
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of PerkinElmer, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 9, 2017
|
/s/ F
RANK
A. W
ILSON
|
|
|
Frank A. Wilson
Senior Vice President and
Chief Financial Officer
|
Dated:
|
May 9, 2017
|
/
S
/ R
OBERT
F. F
RIEL
|
|
|
Robert F. Friel
Chairman, Chief Executive Officer
and President
|
|
|
|
Dated:
|
May 9, 2017
|
/
S
/ F
RANK
A. W
ILSON
|
|
|
Frank A. Wilson
Senior Vice President and
Chief Financial Officer
|