-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rMwuNMwaVJPApX43TYZVxdZnutLJasJJCprrwfird1UKLKSkSUnPeqBk4mhPx8dB XOtuAfv4ckVbm53Rewo4Fg== 0000077551-94-000032.txt : 19941116 0000077551-94-000032.hdr.sgml : 19941116 ACCESSION NUMBER: 0000077551-94-000032 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERKIN ELMER CORP CENTRAL INDEX KEY: 0000077551 STANDARD INDUSTRIAL CLASSIFICATION: 3826 IRS NUMBER: 060490270 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04389 FILM NUMBER: 94559371 BUSINESS ADDRESS: STREET 1: 761 MAIN AVE CITY: NORWALK STATE: CT ZIP: 06859-0001 BUSINESS PHONE: 2037621000 MAIL ADDRESS: STREET 1: 761 MAIN AVENUE CITY: NORWALK STATE: CT ZIP: 06859-0001 10-Q 1 1ST QTR 10-Q FILING PERIOD ENDED SEPT. 30, 1994 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1-4389 THE PERKIN-ELMER CORPORATION (Exact Name of Registrant as Specified in Its Charter) New York 06-0490270 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 761 Main Avenue, Norwalk, Connecticut 06859-0001 (Address of Principal Executive Offices, including Zip Code) Registrant's Telephone Number,Including Area Code: (203) 762-1000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __x_ No ____ Number of shares outstanding of Common Stock, par value $1 per share, as of November 1, 1994: 42,478,866. THE PERKIN-ELMER CORPORATION INDEX Part I. Financial Information Page Condensed Consolidated Statements of Operations for the 1 Three Months Ended September 30, 1994 and 1993 Condensed Consolidated Statements of Financial Position at 2 September 30, 1994 and June 30, 1994 Condensed Consolidated Statements of Cash Flows for the 3 Three Months Ended September 30, 1994 and 1993 Notes to Unaudited Condensed Consolidated Financial Statements 4 Management's Discussion and Analysis of 6 Financial Condition and Results of Operations Part II. Other Information 8 THE PERKIN-ELMER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS unaudited (Dollar amounts in thousands, except per share amounts) Three months ended September 30, 1994 1993 Net revenues $ 247,278 $ 243,304 Cost of sales 129,028 129,725 Gross margin 118,250 113,579 Selling, general and administrative 73,681 72,170 Research, development and engineering 23,288 22,165 Operating income 21,281 19,244 Interest expense (2,388) (1,598) Interest income 620 527 Other expense, net (1,064) (1,428) Income before income taxes 18,449 16,745 Provision for income taxes 3,505 3,182 Income from continuing operations 14,944 13,563 Loss from discontinued operations (net of income taxes) (12,465) Net income $ 14,944 $ 1,098 Per share amounts: Income from continuing operations $ 0.35 $ 0.30 Loss from discontinued operations (0.28) Net income $ 0.35 $ 0.02 Dividends per share $ 0.17 $ 0.17 See accompanying Notes to Condensed Consolidated Financial Statements. -1- THE PERKIN-ELMER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Dollar amounts in thousands) At September 30, At June 30, 1994 1994
(unaudited) Assets Current Assets Cash and cash equivalents $ 40,691 $ 25,003 Accounts receivable, net 228,038 231,564 Inventories 200,615 201,436 Prepaid expenses and other current assets 57,688 56,695 Total current assets 527,032 514,698 Property, Plant and Equipment, net 148,233 149,071 Other Assets Other long-term assets 166,334 164,524 Net assets of discontinued operations 56,207 Total other assets 166,334 220,731 Total Assets $ 841,599 $ 884,500 Liabilities and Shareholders' Equity Current Liabilities Loans payable $ 71,188 $ 83,552 Accounts payable 65,920 73,221 Accrued salaries and wages 30,714 41,809 Accrued taxes on income 39,323 38,073 Other accrued expenses 128,379 141,643 Total current liabilities 335,524 378,298 Long-Term Debt 33,899 34,270 Other Long-Term Liabilities 184,967 181,500 Shareholders' Equity Capital stock 45,600 45,600 Capital in excess of par value 178,739 178,739 Retained earnings 188,279 181,130 Cumulative translation adjustments 7,318 5,521 Net unrealized holding gain on available-for-sale securities 2,002 Minimum pension liability (36,259) (36,259) Treasury stock, at cost (98,470) (84,299) Total shareholders' equity 287,209 290,432 Total Liabilities and Shareholders' Equity $ 841,599 $ 884,500
See accompanying Notes to Condensed Consolidated Financial Statements. -2- THE PERKIN-ELMER CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS unaudited (Dollar amounts in thousands) Three months ended September 30,
1994 1993 Operating Activities Income from continuing operations $ 14,944 $ 13,563 Adjustments to reconcile income from continuing operations to net cash provided by operating activities: Depreciation and amortization 9,928 10,666 Other, net 1,733 796 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable 5,587 (1,573) (Increase) decrease in inventories 2,420 (11,835) Increase in prepaid expenses and other assets (2,685) (12,328) Decrease in accounts payable and other liabilities (37,798) (13,461) Net Cash Used by Operating Activities (5,871) (14,172) Investing Activities Additions to property, plant and equipment (net of disposals of $425 and $711, respectively) (6,003) (6,732) Net cash received from sale of assets 56,207 600 Net Cash Provided (Used) by Investing Activities 50,204 (6,132) Financing Activities Principal payments on long-term debt (591) (344) Net change in loans and dividends payable (5,991) 28,181 Dividends declared (7,220) (7,456) Purchase of treasury stock (16,027) (4,903) Stock issued for stock plans, net of cancellations 1,309 2,332 Net Cash Provided (Used) by Financing Activities (28,520) 17,810 Effect of Exchange Rate Changes on Cash (125) 1,072 Net Change in Cash and Cash Equivalents 15,688 (1,422) Cash and Cash Equivalents beginning of period 25,003 28,582 Cash and Cash Equivalents end of period $ 40,691 $ 27,160
See accompanying Notes to Condensed Consolidated Financial Statements. -3- THE PERKIN-ELMER CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - The condensed consolidated financial statements should be read in conjunction with the financial statements presented in The Perkin-Elmer Corporation's (the Company's) Annual Report on Form 10-K for the fiscal year ended June 30, 1994. Significant accounting policies disclosed therein have not changed. NOTE 2 - Inventories are stated at the lower of cost (on a first-in, first-out basis) or market. Inventories are comprised of the following major components: (Dollar amounts in millions) September 30, June 30, 1994 1994 Raw materials and supplies $ 25.0 $ 24.9 Work-in-process 22.0 22.4 Finished products 153.6 154.1 $ 200.6 $ 201.4 NOTE 3 - On September 30, 1994, the Company concluded the sale of its Material Sciences segment, consisting of the Company's Metco division (Metco) headquartered in Westbury, New York, to Sulzer Inc., a wholly-owned subsidiary of Sulzer, Ltd., Winterthur, Switzerland. The Company received net cash proceeds of approximately $56.2 million as a result of the sale. Metco produces combustion, electric arc and plasma thermal spray equipment and supplies. The Company recorded an after-tax loss on the disposal of Metco of $7.7 million during the fourth quarter of fiscal 1994, including a provision of $5.0 million (less applicable taxes of $.8 million) for operating losses during the phase-out period. NOTE 4 - During the first quarter of fiscal 1994, the Company sold the net assets of its Applied Science Operation (ASO) to Orbital Sciences Corporation. The Company received cash proceeds of $600,000 and 320,000 shares of Orbital Sciences Corporation common stock (which were subsequently disposed of in the second quarter of fiscal 1994 for proceeds of approximately $5.0 million). The gain on the sale was reflected in other income and was not material to the Company's first quarter results. NOTE 5 - During the first quarter of fiscal 1994, the Company agreed to pay $15.5 million to settle potential claims related to the Hubble Space Telescope mirror. This amount, which included legal costs, was recorded in discontinued operations. -4- NOTE 6 - The Company adopted Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities" in the first quarter of fiscal 1995. This statement requires investments in equity securities that have readily determinable fair values and all investments in debt securities to be classified in three categories: (1) held-to-maturity securities, which are reported at amortized cost; (2) trading securities, which are reported at fair value with unrealized gains and losses included in earnings; and (3) available-for-sale securities, which are reported at fair value with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders' equity. Held-to-maturity securities with maturities between 1 and 5 years have aggregate fair values of $7.0 million. Those with maturities between 5 and 10 years have aggregate fair values of $17.6 million. The aggregate fair value of available-for-sale securities is $10.0 million with a gross unrealized holding gain of $2.0 million recognized in shareholders' equity. There was no impact to earnings as a result of the adoption of SFAS No. 115. NOTE 7 - The unaudited condensed consolidated financial statements reflect, in the opinion of the Company's management, all adjustments which are necessary for a fair statement of the results for the interim periods. All such adjustments are of a normal recurring nature. These results are, however, not necessarily indicative of the results to be expected for the full year. Certain amounts in the condensed consolidated financial statements have been reclassified for comparative purposes. -5- THE PERKIN-ELMER CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following comments should be read in conjunction with "Management's Discussion and Analysis" appearing on pages 21 - 25 of Registrant's 1994 Annual Report to Shareholders. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1994 Consolidated net revenues were $247.3 million in the first quarter of fiscal 1995, compared with $243.3 million in the first quarter of fiscal 1994. Fiscal 1994's first quarter included the results of two units, Applied Science Operation (ASO) and the Physical Electronics Division (PHI), which were divested during that year. The Company sold ASO during the first quarter of fiscal 1994 and PHI as of the end of the third quarter. These two businesses had net revenues in the prior year quarter of $16.2 million. When measured on a comparable basis, excluding the two units sold, net revenues increased 9%. Currency effects increased net revenues by approximately $7.8 million, primarily from the weaker U.S. dollar compared to European and Far East currencies. Revenues in all geographic areas, with the exception of North America, increased over the prior period. This was primarily the result of a strong opening backlog in both traditional analytical instrument products (organic and inorganic product lines) and life science products. Gross margin, as a percentage of net revenues, was 47.8% in the current quarter compared with 46.7% during last year's first quarter. The improved gross margin percentage resulted from the favorable effects of currency, a more favorable mix of analytical instrument product sales, and a decrease in sales of lower margin products resulting from the divestitures of ASO and PHI. Operating expenses were $97.0 million in the current quarter compared with $94.3 million a year ago. Unfavorable currency effects accounted for approximately $2.4 million of the increase in expenses. On a comparable basis, excluding the two units sold, increased worldwide marketing expenses were offset by reductions in administrative expenses. Selling, general and administrative expenses, as a percent of sales, were constant with the prior year. Increased investment in life science programs and the unfavorable effects of currency accounted for the $1.1 million growth in research and development expense. Interest expense in the first quarter of fiscal 1995 increased $.8 million from the comparable period in fiscal 1994. The increase was the result of higher interest rates and higher borrowings in the quarter. Interest income in the first quarter of fiscal 1995 of $.6 million was consistent with the amount in the prior year's quarter. Other expense, net, was $1.1 million in the quarter compared with $1.4 million a year ago. The decrease was primarily the result of lower carrying costs for idle real estate. In addition, the first quarter of fiscal 1994 included the gain on the sale of ASO, which was not material to the Company's results. (See Note 4). The effective income tax rate of 19% was constant with the prior year. -6- DISCONTINUED OPERATIONS On September 30, 1994, the Company concluded the sale of its Material Sciences segment, consisting of the Company's Metco division (Metco) headquartered in Westbury, New York, to Sulzer Inc., a wholly-owned subsidiary of Sulzer, Ltd., Winterthur, Switzerland. The Company received net cash proceeds of approximately $56.2 million as a result of the sale. Metco produces combustion, electric arc and plasma thermal spray equipment and supplies. The Company recorded an after-tax loss on the disposal of Metco of $7.7 million during the fourth quarter of fiscal 1994, including a provision of $5.0 million (less applicable taxes of $.8 million) for operating losses during the phase-out period. Fiscal 1994's first quarter included a $12.5 million loss from discontinued operations. During the first quarter of fiscal 1994, the Company agreed to pay $15.5 million to settle potential claims related to the Hubble Space Telescope mirror. This amount, which included legal costs, was recorded in discontinued operations. In addition, Metco's first quarter fiscal 1994 results were included in discontinued operations. FINANCIAL RESOURCES AND LIQUIDITY Cash used by operating activities was $5.9 million in the current quarter. Decreases in accounts payable, payments made to fund the Company's U.S. pension and profit sharing plans and merger related payments were the primary contributors. Capital expenditures were $6.4 million for the quarter ended September 30, 1994 compared with $7.4 million in the previous year's first quarter. As previously mentioned, borrowings were higher during the quarter when compared with the prior year. However, the end of the period balance for short-term borrowings was reduced by a portion of the net proceeds received from the sale of Metco. Borrowings are maintained to fund capital expenditures, purchase treasury stock and pay dividends to shareholders. In the first quarter of fiscal 1995, the Company repurchased 542,700 shares of its common stock totaling $16.0 million. Under existing Board authorization, the Company is authorized to purchase common stock when management deems such action to be in the best interest of its shareholders and the Company, subject to certain limitations. -7- PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security- Holders. The Company held its Annual Meeting of Shareholders on October 20, 1994. At such meeting, the shareholders of the Company reelected each of the Company's directors for a new term and ratified the selection of Price Waterhouse LLP as the Company's independent accountants for the fiscal year ending June 30, 1995, each as described in the Notice of Annual Meeting and Proxy Statement dated September 16, 1994. The results of the voting of the shareholders with respect to such matters is set forth below. I. Election of Directors. Total Vote Total Vote For Each Withheld From Director Each Director Joseph F. Abely, Jr. 37,876,214 337,282 Richard H. Ayers 37,875,638 337,858 Jean-Luc Belingard 37,874,956 338,540 Robert H. Hayes 37,874,610 338,886 Gaynor N. Kelley 37,852,960 360,536 Donald R. Melville 37,869,006 344,490 Riccardo Pigliucci 37,858,189 355,307 Burnell R. Roberts 37,871,651 341,845 John S. Scott 37,873,649 339,847 Carolyn W. Slayman 37,873,348 340,148 Richard F. Tucker 37,870,668 342,828 II. Ratification of the selection of Price Waterhouse LLP as the Company's independent accountants for the fiscal year ending June 30, 1995. FOR AGAINST ABSTAIN NO VOTE 38,110,086 44,429 58,981 0 Item 5. Other Events. At a meeting of the Board of Directors of the Company held immediately following the Annual Meeting of Shareholders referred to in Item 4, above, the Board of Directors elected the following persons as officers of the Company: Gaynor N. Kelley Chairman and Chief Executive Officer Riccardo Pigliucci President and Chief Operating Officer -8- Peter Barrett Vice President, Worldwide Sales and Service William F. Emswiler Vice President, Finance Julianne A. Grace Vice President, Corporate Relations Michael W. Hunkapiller Vice President, Strategic Business Units Joseph E. Malandrakis Vice President, Worldwide Operations Andre F. Marion Vice President and President, Applied Biosystems Division John B. McBennett Corporate Controller Michael J. McPartland Vice President, Human Resources William B. Sawch Vice President, General Counsel and Secretary Rhonda L. Seegal Vice President, Treasurer On November 1, 1994, Mr. William F. Emswiler, Vice President, Finance, was killed in a helicopter accident in Mexico. As of this date, no replacement for Mr. Emswiler has been named. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 11. Computation of Net Income Per Share. (b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter for which this report is being filed. -9- SIGNATURES 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 thereunto duly authorized. THE PERKIN-ELMER CORPORATION By: /s/ Gaynor N. Kelley Gaynor N. Kelley Chairman and Chief Executive Officer By: /s/ John B. McBennett John B. McBennett Corporate Controller (Chief Accounting Officer) Dated: November 14, 1994 -10- EXHIBIT INDEX Exhibit No. Exhibit 11 Computation of Net Income Per Share -11- EX-11 2 EARNINGS PER SHARE THE PERKIN-ELMER CORPORATION COMPUTATION OF NET INCOME PER SHARE (Amounts in thousands, except per share amounts) Three months ended September 30, 1994 1993 Weighted average number of common shares 42,687 43,886 Common stock equivalents - stock options 482 865 Weighted average number of common shares used in calculating primary net income per share 43,169 44,751 Additional dilutive stock options under paragraph #42 APB #15 121 Shares used in calculating fully diluted net income per share 43,290 44,751 Calculation of primary and fully diluted net income per share: PRIMARY AND FULLY DILUTED: Income from continuing operations 14,944 $ 13,563 Loss from discontinued operations (12,465) Net income used in the calculations of primary and fully diluted net income per share 14,944 1,098 PRIMARY per share amounts: Income from continuing operations 0.35 0.30 Loss from discontinued operations (0.28) Net income 0.35 0.02 FULLY DILUTED per share amounts: Income from continuing operations 0.35 0.30 Loss from discontinued operations (0.28) Net income 0.35 $ 0.02 EXHIBIT 11 -----END PRIVACY-ENHANCED MESSAGE-----