-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WQvjONa04XOIVBlLyDfwZwBs3i5S9B+4rkAFCr/BC00vueAvlotSUF51guIA4lBO 4mkKxjNqovH2hg3gdMtfVw== 0000950135-03-002558.txt : 20030424 0000950135-03-002558.hdr.sgml : 20030424 20030424095427 ACCESSION NUMBER: 0000950135-03-002558 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030424 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERKINELMER INC CENTRAL INDEX KEY: 0000031791 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042052042 STATE OF INCORPORATION: MA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05075 FILM NUMBER: 03661249 BUSINESS ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 BUSINESS PHONE: 7812375100 MAIL ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 FORMER COMPANY: FORMER CONFORMED NAME: EDGERTON GERMESHAUSEN & GRIER INC DATE OF NAME CHANGE: 19670626 FORMER COMPANY: FORMER CONFORMED NAME: EG&G INC DATE OF NAME CHANGE: 19920703 8-K/A 1 b46387a1e8vkza.txt PERKINELMER, INC. 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2003 PerkinElmer, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Massachusetts 1-5075 04-2052042 - -------------------------------------------------------------------------------- (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification No.) 45 William Street, Wellesley, Massachusetts 02481 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 237-5100 Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) EXPLANATORY NOTE THIS 8-K/A IS FILED IN ITS ENTIRETY SOLELY TO ATTACH THE FINANCIAL STATEMENTS TO OUR PRESS RELEASE FILED UNDER EXHIBIT 99.1, INADVERTENTLY OMITTED FROM THE ORIGINAL FILING. ITEM 9. REGULATION FD DISCLOSURE (INFORMATION FURNISHED PURSUANT TO ITEM 12, "DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION"). On April 24, 2003, PerkinElmer, Inc. announced its financial results for the quarter ended March 30, 2003. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with the procedural guidance in SEC Release No. 33-8216, the information in this Form 8-K and the Exhibit attached hereto is being furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12. Disclosure of Results of Operations and Financial Condition." The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 24, 2003 PerkinElmer, Inc. By: /s/ Robert F. Friel ------------------- Robert F. Friel, Senior Vice President and Chief Financial Officer EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Press release dated April 24, 2003
EX-99.1 3 b46387a1exv99w1.txt PRESS RELEASE DATED APRIL 24, 2003 Exhibit 99.1 FOR IMMEDIATE RELEASE 24 April 2003 PERKINELMER ANNOUNCES EARNINGS PER SHARE IN LINE WITH PREVIOUS ESTIMATES - REVENUE GROWTH OF 4% - GAAP EPS FROM CONTINUING OPERATIONS OF $.03 PER SHARE, UP FROM A LOSS OF ($.17) PER SHARE IN Q1 02 - $24M OPERATING CASH FLOW; $55M IMPROVEMENT FROM Q1 02 - LIFE AND ANALYTICAL SCIENCES INTEGRATION ON TRACK BOSTON - PerkinElmer, Inc. (NYSE: PKI) today announced first quarter 2003 GAAP earnings per share from continuing operations of $.03 on revenue of $358.4 million, compared to a GAAP loss per share from continuing operations of ($.17) and revenue of $346.3 million in the first quarter of 2002. The first quarter 2003 results reflect intangibles amortization of $7.2 million, or approximately $.04 per share. These earnings are consistent with the company's January 2003 estimate for the quarter of $.02 to $.05 per share on a GAAP basis. "We were pleased to deliver earnings per share and cash flow that are significantly improved from last year and within the range of our previous guidance," said Gregory L. Summe, chairman and CEO of the Company. "The integration of our Life and Analytical Sciences unit is progressing well and our plans are on track to meet or exceed our targeted cost reductions," added Summe. Revenue from continuing operations in the first quarter of 2003 was $358.4 million, up 4% from the same period of 2002. The comparative increase was driven by 20% growth in Optoelectronics and 11% growth in Analytical Instruments, offset by revenue declines in Life Sciences and Fluid Sciences. -more- The Company generated operating cash flow of $24.1 million in the first quarter of 2003, compared to a use of cash of ($31.1) million in the same period of 2002. During the 2003 quarter, the Company reduced working capital by $24.0 million, which includes an $11.0 million increase in an accounts receivable securitization program. During the first quarter of 2003, the Company paid down $15.0 million of debt, and cash and equivalents were $129.8 million at the end of the quarter. Including the impact of discontinued operations, net earnings on a GAAP basis for the first quarter of 2003 were $.02 per share compared to a loss per share of ($1.18) for the same period of 2002. The net loss for the first quarter of 2002 included a ($.07) per share loss from discontinued operations and a ($.94) loss per share resulting from the effect of an accounting change. For the first quarter of 2002, the Company's GAAP results from continuing operations were a loss of ($.17) per share on revenue of $346.3 million. The first quarter of 2002 results included $26.0 million of net charges comprised of restructuring charges, gain on sale, an inventory write-down and acquisition related charges, as well as intangibles amortization of $7.1 million. The aggregate effect of these items for the first quarter of 2002 was approximately $.19 per share. Financial overview by reporting segment: LIFE SCIENCES reported revenue of $103.9 million for the first quarter of 2003, down 11% compared to revenue of $116.8 million for the first quarter of 2002. Strong revenue growth in genetic screening during the quarter and overall segment growth in reagents, consumables and service were offset by lower instruments sales compared to the 2002 quarter. Instruments sales during the 2003 quarter continued to be impacted by pressure on capital spending within most end markets, particularly large pharmaceutical company markets. The segment's GAAP operating loss for the first quarter of 2003 was $.4 million versus a $1.0 million operating loss in the same period of 2002. The results for the first quarter of 2003 include intangibles amortization of $5.3 million. The operating loss for the first quarter of 2002 included $8.7 million of restructuring and acquisition-related charges, as well as intangibles amortization of $5.5 million. ANALYTICAL INSTRUMENTS reported revenue of $128.3 million for the first quarter of 2003, representing an 11% increase compared to revenue of $115.5 million for the comparable quarter of 2002. The Company experienced good growth in each of its major end markets, with particular strength in environmental applications and pharmaceutical QA/QC. The segment's GAAP operating profit for the first quarter of 2003 was $12.0 million, compared to operating profit of $8.8 million for the same period of 2002. The results for the first quarter of 2003 include intangibles amortization of $1.1 million. The first quarter of 2002 results include $3.7 million of gains, net of restructuring, as well as intangibles amortization of $1.1 million. OPTOELECTRONICS reported revenue of $83.3 million for the first quarter of 2003, an increase of 20% from revenue of $69.3 million for the first quarter of 2002. Strong double-digit growth in revenues of digital imaging and lighting products drove the increase during the quarter. The segment's GAAP operating profit was $8.7 million during the first quarter of 2003 versus an operating loss of $22.6 million for the comparable period of 2002. The operating profit for the first quarter of 2003 included intangibles amortization of $.3 million. The operating loss for the first quarter of 2002 included $21.0 million of aggregate charges from restructuring and an inventory write-down, and intangibles amortization of $.3 million. -more- FLUID SCIENCES reported revenue of $42.9 million for the first quarter of 2003, representing a decline of 4% compared to revenue of $44.6 million for the first quarter in 2002. Both the aerospace and semiconductor end markets were depressed during the quarter. The segment's GAAP operating profit for the first quarter of 2003 was $2.4 million versus $3.4 million in the first quarter of 2002. Included in the results for the first quarter of 2003 was intangibles amortization of $.4 million. The first quarter of 2002 results included intangibles amortization of $.2 million. "We anticipate that global markets, particularly in capital spending, will remain challenging throughout the year. Consequently, we are staying focused on our strategy of reducing costs, accelerating new products, and driving cash flow," added Summe. The Company will discuss its first quarter results in a conference call on Thursday, April 24, 2003 at 10:00 a.m. Eastern Time (ET). To listen to the call live, please tune into the webcast at the Investor Relations section of our website, www.perkinelmer.com. A playback of this conference call will be available beginning at 1:00 p.m. ET, Thursday, April 24, 2003. The playback will be available at the Investor Relations section of our website, www.perkinelmer.com, or by telephone at (719) 457-0820, code number 442887. FACTORS AFFECTING FUTURE PERFORMANCE This press release contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that relate to prospective events or developments are deemed to be forward-looking statements. Words such as "believes," "anticipates," "plans," "expects," "projects," "forecasts," "will" and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by these forward-looking statements, including risks related to our debt levels, our ability to comply with the financial covenants contained in our credit agreements, a further downturn in our customers' markets, our failure to introduce new products in a timely manner, regulatory changes, risks related to our international operations, our inability to integrate acquired businesses into our existing business and to successfully combine our Life and Analytical Sciences businesses and competition, as well as other factors which we describe under the caption "Forward-Looking Information and Factors Affecting Future Performance" in our most recently filed annual report on Form 10-K. We disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release. -more- PerkinElmer, Inc. is a global technology leader focused in the following businesses - Life and Analytical Sciences, Optoelectronics and Fluid Sciences. Combining operational excellence and technology expertise with an intimate understanding of our customers' needs, PerkinElmer provides products and services in health sciences and other advanced technology markets that require innovation, precision and reliability. The Company serves customers in more than 125 countries, and is a component of the S&P 500 Index. Additional information is available through www.perkinelmer.com or 1-877-PKI-NYSE. # # # For further information: Investor Contact: Media Contact: Dan Sutherby Jim Monahan PerkinElmer, Inc. PerkinElmer, Inc. (781) 431-4306 (781) 431-4111 PERKINELMER, INC. AND SUBSIDIARIES GAAP INCOME STATEMENTS
THREE MONTHS ENDED ------------------------- (In thousands except per share data) 31-Mar-02 30-Mar-03 ----------------------------------- --------- --------- SALES $ 358,449 $ 346,293 Cost of Sales 219,280 220,563 Research and Development Expenses 20,852 21,807 Selling, General and Administrative Expenses 92,434 107,720 Restructuring Charges, net -- 9,224 Gains on Dispositions, net (580) (5,216) Amortization of Intangible Assets 7,195 7,092 --------- --------- OPERATING INCOME (LOSS) FROM CONTINUING OPERATIONS 19,268 (14,897) Other Expense, Net 14,347 13,628 --------- --------- Income (Loss) From Continuing Operations Before Income Taxes 4,921 (28,525) Provision (Benefit) for Income Taxes 1,599 (7,866) --------- --------- NET INCOME (LOSS) FROM CONTINUING OPERATIONS 3,322 (20,659) Loss From Discontinued Operations, Net of Income Tax (960) (8,901) --------- --------- NET INCOME (LOSS) BEFORE EFFECT OF ACCOUNTING CHANGE 2,362 (29,560) Effect of Accounting Change, Net of Income Tax -- (117,800) --------- --------- NET INCOME (LOSS) $ 2,362 $(147,360) ========= ========= Diluted Earnings (Loss) Per Share: CONTINUING OPERATIONS $ 0.03 $ (0.17) Loss From Discontinued Operations, Net of Income Tax (0.01) (0.07) --------- --------- NET INCOME (LOSS) BEFORE EFFECT OF ACCOUNTING CHANGE 0.02 (0.24) Effect of Accounting Change, Net of Income Tax -- (0.94) --------- --------- NET INCOME (LOSS) $ 0.02 $ (1.18) ========= ========= Weighted Average Diluted Shares of Common Stock Outstanding 126,375 124,864
PERKINELMER, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED ------------------------------- MARCH 30, 2003 MARCH 31, 2002 -------------- -------------- (IN THOUSANDS) Operating Activities: Net income (loss) $ 2,362 $(147,360) Add net loss from discontinued operations, net 960 8,901 Add effect of accounting change, net of income taxes -- 117,800 --------- --------- Net income (loss) from continuing operations 3,322 (20,659) Adjustments to reconcile net income (loss) from continuing operations to net cash provided by (used in) continuing operations: Stock-based compensation 700 1,203 Amortization of debt discount and issuance costs 2,354 5,216 Depreciation and amortization 18,801 19,192 Gains on dispositions and sales of investments, net (580) (5,109) Changes in operating assets and liabilities: Accounts receivable 37,342 17,527 Inventories 1,406 14,764 Accounts payable (14,710) 1,187 Restructuring (4,557) (23,047) Accrued expenses and other (21,173) (44,401) --------- --------- NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS 22,905 (34,127) Net Cash Provided by Discontinued Operations 1,164 3,039 --------- --------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 24,069 (31,088) --------- --------- INVESTING ACTIVITIES: Cash withdrawn from escrow to repay debt 32,509 -- Capital expenditures (3,461) (16,525) Proceeds from dispositions of property, plant and equipment -- 19,455 Settlement of disposition of businesses, net (575) (2,397) Proceeds (costs) associated with acquisitions, net 2,126 (17,480) Proceeds from sale of investments, net -- 1,709 --------- --------- NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS 30,599 (15,238) Net Cash Used in Discontinued Operations -- (3,570) --------- --------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 30,599 (18,808) --------- --------- FINANCING ACTIVITIES: Payment of debt issuance costs (1,356) -- Prepayment of zero coupon convertible notes (32,509) -- Payment of term loan debt (15,000) -- Prepayment of short-term debt -- (123,683) Increase in commercial paper borrowings -- 219,000 Increase (decrease) in other credit facilities 211 (4,996) Proceeds from issuance of common stock -- 6,674 Purchases of common stock -- (5,804) Cash dividends (8,833) (8,793) --------- --------- NET CASH (USED IN) PROVIDED BY CONTINUING OPERATIONS (57,487) 82,398 Net Cash Provided by (Used in) Discontinued Operations -- -- --------- --------- NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (57,487) 82,398 --------- --------- Effect of Exchange Rate Changes on Cash and Cash Equivalents 1,981 (311) Net (Decrease) Increase in Cash and Cash Equivalents (838) 32,191 Cash and Cash Equivalents at Beginning of Period 130,615 138,250 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 129,777 $ 170,441 ========= =========
PERKINELMER, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
MARCH 30, 2003 DECEMBER 29, 2002 -------------- ----------------- (In thousands) Current assets: Cash and cash equivalents $ 129,777 $ 130,615 Restricted cash 154,463 186,483 Accounts receivable 272,070 304,647 Inventories 205,543 205,455 Other current assets 154,432 152,137 Current assets of discontinued operations 12,030 12,006 ----------- ----------- Total Current Assets 928,315 991,343 Property, plant and equipment: At cost 606,406 598,048 Accumulated depreciation (308,100) (294,026) ----------- ----------- Net property, plant and equipment 298,306 304,022 Investments 12,999 14,298 Intangible assets 1,435,466 1,439,774 Other assets 74,125 83,835 Long-term assets of discontinued operations 3,523 2,967 ----------- ----------- Total assets $ 2,752,734 $ 2,836,239 =========== =========== Current liabilities: Short-term debt $ 161,066 $ 191,491 Accounts payable 132,683 146,290 Accrued restructuring costs 36,057 40,748 Accrued expenses 296,522 316,427 Current liabilities of discontinued operations 1,165 2,718 ----------- ----------- Total current liabilities 627,493 697,674 Long-term debt 599,272 614,053 Long-term liabilities 265,342 270,031 Long-term liabilities of discontinued operations 2,068 2,137 ----------- ----------- Total liabilities 1,494,175 1,583,895 Commitment and contingencies Total stockholders' equity 1,258,559 1,252,344 ----------- ----------- Total liabilities and stockholders' equity $ 2,752,734 $ 2,836,239 =========== ===========
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