EX-99.1 4 ex99-1_10967.txt FINANCIAL INFORMATION EXHIBIT 99.1 ------------ IONICS, INCORPORATED UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION The following unaudited pro forma consolidated condensed financial information gives effect on a pro forma basis to (i) the disposition of Ionics, Incorporated's Aqua Cool Pure Bottled Water business, as disclosed in Item 2 of this Current Report on Form 8-K, principally by deducting the financial position and results of operations of that business from the historical consolidated financial position and results of operations of Ionics, and (ii) the use of a portion of the proceeds from the disposition to repay outstanding indebtedness. The unaudited pro forma consolidated condensed balance sheet gives effect to these transactions as if they had occurred on September 30, 2001. Each of the unaudited pro forma consolidated condensed statements of operations gives effect to these transactions as if they had occurred at the beginning of the periods presented. The unaudited pro forma consolidated condensed financial information has been prepared by Ionics based upon assumptions and adjustments it has deemed appropriate, as discussed in the accompanying Notes to Unaudited Pro Forma Consolidated Condensed Financial Information. The pro forma financial information does not purport to represent what Ionics' consolidated results of operations would have been if the disposition of the Aqua Cool Pure Bottled Water business had in fact occurred on these dates, nor does it indicate the future consolidated financial position or future consolidated results of operations of Ionics. This unaudited pro forma consolidated condensed financial information should be read in conjunction with Ionics' consolidated financial statements and notes thereto included in Ionics' Annual Report on Form 10-K for the year ended December 31, 2000 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001. Future consolidated financial statements of Ionics will reflect the disposal of the assets and liabilities of the Aqua Cool Pure Bottled Water business as of the date of disposition, but will continue to reflect the assets, liabilities and results of the Aqua Cool Pure Bottled Water business for the periods prior to the date of disposition. Ionics, Incorporated Unaudited Pro Forma Consolidated Condensed Balance Sheet September 30, 2001 (Amounts in Thousands)
PRO FORMA OTHER ADJUSTMENTS PRO FORMA HISTORICAL FOR SALE ADJUSTMENTS PRO FORMA --------- --------- --------- --------- Current assets: Cash and cash equivalents $ 23,025 $ $ 136,134 a,b $ 159,159 Short-term investments 602 602 Notes receivable, current 5,082 5,082 Billed receivables 104,662 (18,729) 85,933 Unbilled receivables 51,484 51,484 Receivables from affiliated companies 1,640 1,640 Inventories 43,418 (1,759) 41,659 Other current assets 17,144 (1,479) 15,665 Deferred income taxes 12,749 12,749 --------- --------- --------- --------- Total current assets 259,806 (21,967) 136,134 373,973 Long-term notes receivable 22,945 22,945 Investments in affiliated companies 24,894 24,894 Property, plant and equipment, net 221,910 (53,981) 167,929 Other assets 57,389 (21,987) 35,402 --------- --------- --------- --------- Total assets $ 586,944 $ (97,935) $ 136,134 $ 625,143 ========= ========= ========= ========= Current liabilities: Notes payable and current portion of long-term debt $ 60,995 $ $ (60,995)b $ Accounts payable 41,002 (5,452) 35,550 Other current liabilities 44,821 (2,427) 42,394 --------- --------- --------- --------- Total current liabilities 146,818 (7,879) (60,995) 77,944 Long-term debt and notes payable 10,427 (56) (10,371)b Deferred income taxes 30,962 49 31,011 Other liabilities 6,088 (95) 5,993 Stockholders' equity 392,649 (89,954) 207,500 510,195 --------- --------- --------- --------- Total liabilities and stockholders' equity $ 586,944 $ (97,935) $ 136,134 $ 625,143 ========= ========= ========= =========
See Notes to Unaudited Pro Forma Consolidated Condensed Financial Information Ionics, Incorporated Unaudited Pro Forma Consolidated Condensed Statement of Operations For the Nine Months Ended September 30, 2001 (Amounts in thousands, except per share amounts)
PRO FORMA OTHER ADJUSTMENTS PRO FORMA HISTORICAL FOR SALE ADJUSTMENTS PRO FORMA --------- --------- --------- --------- Revenues $ 354,929 $ (57,627) $ 297,302 Cost of sales 250,440 (30,336) 220,104 Research and development expenses 4,795 4,795 Selling, general and administrative expenses 81,736 (20,588) 61,148 --------- --------- --------- --------- Income from operations 17,958 (6,703) 11,255 Interest income 1,147 1,147 Interest expense (4,273) 5 4,268 c Equity income 1,906 1,906 --------- --------- --------- --------- Income before income taxes and minority interest 16,738 (6,698) 4,268 14,308 Provision for income taxes (5,691) 2,277 (1,451) (4,865) --------- --------- --------- --------- Income before minority interest 11,047 (4,421) 2,817 9,443 Minority interest in losses 328 328 --------- --------- --------- --------- Net income $ 11,375 $ (4,421) $ 2,817 $ 9,771 ========= ========= ========= ========= Earnings per basic share $ 0.67 $ 0.58 ========= ========= Earnings per diluted share $ 0.66 $ 0.57 ========= ========= Shares used in basic earnings per share calculations 16,983 16,983 ========= ========= Shares used in diluted earnings per share calculations 17,132 17,132 ========= =========
See Notes to Unaudited Pro Forma Consolidated Condensed Financial Information Ionics, Incorporated Unaudited Pro Forma Consolidated Condensed Statement of Operations For the Year Ended December 31, 2000 (Amounts in thousands, except per share amounts)
PRO FORMA OTHER ADJUSTMENTS PRO FORMA HISTORICAL FOR SALE ADJUSTMENTS PRO FORMA --------- --------- --------- --------- Revenues $ 474,551 $ (67,206) $ 407,345 Cost of sales 350,175 (40,085) 310,090 Research and development expenses 7,980 7,980 Selling, general and administrative expenses 116,620 (26,292) 90,328 --------- --------- --------- --------- Loss from operations (224) (829) (1,053) Interest income 1,286 (2) 1,284 Interest expense (4,909) 36 4,873 c Equity income 1,623 1,623 --------- --------- --------- --------- (Loss) Income before income taxes and minority interest (2,224) (795) 4,873 1,854 Benefit (Provision) for income taxes 756 270 (1,657) (631) --------- --------- --------- --------- (Loss) Income before minority interest (1,468) (525) 3,216 1,223 Minority interest in earnings 402 402 --------- --------- --------- --------- Net (Loss) Income $ (1,870) $ (525) $ 3,216 $ 821 ========= ========= ========= ========= Earnings per basic share $ (0.12) $ 0.05 ========= ========= Earnings per diluted share $ (0.12) $ 0.05 ========= ========= Shares used in basic earnings per share calculations 16,243 16,243 ========= ========= Shares used in diluted earnings per share calculations 16,243 16,418 ========= =========
See Notes to Unaudited Pro Forma Consolidated Condensed Financial Information Ionics, Incorporated Notes to Unaudited Pro Forma Consolidated Condensed Financial Information The unaudited pro forma consolidated condensed financial information reflects: a) the receipt of gross transaction proceeds of $210 million (which excludes $10 million held in escrow) after deducting estimated transaction costs; b) the repayment of approximately $71.4 million in notes payable and long-term debt; and c) the elimination of interest expense resulting from the repayment of notes payable and long-term debt. The unaudited pro forma consolidated condensed financial information does not reflect: 1) additional investment earnings relating to the balance of the net proceeds after repayment of the notes payable and long-term debt; 2) potential purchase price adjustments which may be made pursuant to the Master Agreement following the closing date; or 3) the elimination of certain corporate general and administrative expenses historically allocated to Aqua Cool Pure Bottled Water business.