UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 18, 2011
ZEBRA TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-19406 | 36-2675536 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
475 Half Day Road, Suite 500, Lincolnshire, Illinois | 60069 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: 847-634-6700
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13c-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 18, 2011 (the Closing Date), Zebra Technologies Corporation (Zebra or the Company) completed its previously announced disposition of Navis Holdings LLC (formerly Zebra Enterprise Solutions Holdings LLC ) (Navis) pursuant to a Securities Purchase Agreement (the Securities Purchase Agreement) with Cargotec Corporation (Cargotec) and Cargotec U.S. Manufacturing Oy, an indirect subsidiary of Cargotec (the Buyer) for cash consideration of $191.6 million, subject to adjustment for the cash, indebtedness and working capital position of Navis at closing. On the Closing Date, the Buyer placed fifteen percent (15%) of the purchase price into an escrow fund.
Navis is a global solutions provider of operating systems to coordinate and automate the planning and management of container and equipment moves in marine terminals and other complex and demanding business environments. In addition to the Navis business, the disposition included the WhereNet Marine Terminal Solution software product line and certain other ZES assets. All other elements of WhereNet, such as real time location, tags and readers, remained with Zebra.
A copy of the Securities Purchase Agreement was filed as an exhibit to Zebras Annual Report on Form 10-K for the year ended December 31, 2010 and is incorporated herein by reference, qualifying the description herein in its entirety. The Securities Purchase Agreement contains customary representations, warranties, covenants and agreements made by the Company, Navis, Cargotec and the Buyer as of specific dates and are subject to qualifications and limitations, including by information contained in disclosure schedules that the parties exchanged upon execution of the Securities Purchase Agreement. In addition, certain representations and warranties may be subject to contractual standards of materiality that may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Stockholders are not third-party beneficiaries under the Securities Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries.
There are no material relationships among Zebra, Navis, Cargotec and Buyer or any of their respective affiliates, other than with respect to the Securities Purchase Agreement and the related ancillary agreements.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed in the Current Report on Form 8-K dated January 28, 2011, in connection with the execution of the Securities Purchase Agreement, William J. Walsh, Senior Vice President and General Manager, Zebra Enterprise Solutions, has entered into an agreement with Buyer and Cargotec which became effective upon the closing of the sale transaction. As a result, the Employment Agreement between Mr. Walsh and the Company, dated January 5, 2009, terminated effective as of the Closing Date.
Item 9.01. Financial Statements and Exhibits.
Pro forma Financial Information.
Zebras unaudited pro forma consolidated statements of earnings for the fiscal years ended December 31, 2010, 2009 and 2008, the unaudited pro forma consolidated balance sheet as of December 31, 2010 and the notes to the unaudited pro forma financial statements required to be filed in connection with the disposition described in Item 2.01 are attached as Exhibit 99.1 to this report.
These unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have been achieved had the disposition been consummated as of the dates indicated or of the results that may be obtained in the future. In addition, the Pro Forma Financial Statements reflect the impact of discontinuing other immaterial Zebra operations which will be classified as discontinued as of January 28, 2011. These unaudited pro forma consolidated financial statements and the accompanying notes should be read together with Zebras audited consolidated financial statements and accompanying notes, as of and for the fiscal year ended December 31, 2010, and Managements Discussion and Analysis of Financial Condition and Results of Operations included in Zebras Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
2
(d) | Exhibits. The following Exhibit is being furnished herewith: |
Exhibit |
Description of Exhibits | |
2.3 | Securities Purchase Agreement, dated as of January 28, 2011 by and among Cargotec U.S. Manufacturing OY, Cargotec Corporation, Zebra Enterprise Solutions Holdings LLC and Zebra Technologies Corporation (incorporated by reference from Exhibit 2.3 of the Annual Report on Form 10-K for the year ended December 31, 2010). | |
99.1 | Pro forma financial information |
3
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 hereunto duly authorized.
ZEBRA TECHNOLOGIES CORPORATION | ||||||||
Date: March 23, 2011 | By: | /s/ Jim Kaput | ||||||
Jim Kaput SVP, General Counsel |
4
EXHIBIT INDEX
Exhibit |
Description of Exhibits | |
2.3 | Securities Purchase Agreement, dated as of January 28, 2011 by and among Cargotec U.S. Manufacturing OY, Cargotec Corporation, Zebra Enterprise Solutions Holdings LLC and Zebra Technologies Corporation (incorporated by reference from Exhibit 2.3 of the Annual Report on Form 10-K for the year ended December 31, 2010). | |
99.1 | Pro forma financial information |
5
Exhibit 99.1
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro forma consolidated financial statements of Zebra Technologies Corporation (Zebra) have been prepared to reflect the disposition on March 18, 2011 of Navis Holdings LLC (Navis), as described in Item 2.01 of Zebras Current Report on Form 8-K dated January 28, 2011. In addition, the Pro forma Financial Statements reflect the impact of discontinuing other immaterial Zebra operations which will be classified as discontinued as of January 28, 2011.
Zebras unaudited pro forma consolidated statements of earnings for the fiscal years ended December 31, 2010, 2009 and 2008 are based on Zebras historical consolidated statements of earnings, and give effect to the disposition and discontinuance of operations as if it had occurred on January 1, 2008. The anticipated non-recurring after tax gain on the disposition is not reflected in the unaudited pro forma consolidated statements of earnings. The unaudited pro forma consolidated balance sheet as of December 31, 2010 is based on Zebras historical balance sheet as of December 31, 2010.
The unaudited pro forma consolidated financial statements presented below are based upon assumptions and adjustments described in the accompanying notes and do not reflect any adjustments of non-recurring items, overhead and administrative expense reductions, or changes in operating strategies arising as a result of the disposition. The sales and expenses related to the WhereNet Marine Terminal Solution software product line that was sold as part of the disposition above are included in Zebras results of continuing operations for all periods presented in accordance with the appropriate accounting guidance. Zebras management believes that the assumptions used and the adjustments made in this presentation are reasonable under the circumstances and given the information available.
These unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have been achieved had the disposition been consummated as of the dates indicated or of the results that may be obtained in the future. These unaudited pro forma consolidated financial statements and the accompanying notes should be read together with Zebras audited consolidated financial statements and accompanying notes, as of and for the fiscal year ended December 31, 2010, and Managements Discussion and Analysis of Financial Condition and Results of Operations included in Zebras Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
(Unaudited)
December 31, 2010 | ||||
ASSETS | ||||
Current assets: |
||||
Cash and cash equivalents |
$ | 46,175 | ||
Restricted cash |
1,378 | |||
Investments and marketable securities |
125,567 | |||
Accounts receivable, net |
130,143 | |||
Inventories, net |
112,970 | |||
Deferred income taxes |
15,670 | |||
Income taxes receivable |
| |||
Prepaid expenses and other current assets |
11,505 | |||
Assets of discontinued operations |
148,169 | |||
Total current assets |
591,577 | |||
Property and equipment at cost, less accumulated depreciation and amortization |
87,093 | |||
Long-term deferred income taxes |
21,254 | |||
Goodwill |
79,703 | |||
Other intangibles, net |
9,755 | |||
Long-term investments and marketable securities |
85,478 | |||
Other assets |
4,004 | |||
Total assets |
$ | 878,864 | ||
LIABILITIES AND STOCKHOLDERS EQUITY | ||||
Current liabilities: |
||||
Accounts payable |
$ | 34,578 | ||
Accrued liabilities |
65,163 | |||
Deferred revenue |
8,966 | |||
Income taxes payable |
5,900 | |||
Liabilities of discontinued operations |
21,827 | |||
Total current liabilities |
136,434 | |||
Deferred rent |
2,207 | |||
Other long-term liabilities |
10,191 | |||
Total liabilities |
148,832 | |||
Stockholders equity: |
||||
Preferred Stock |
| |||
Class A Common Stock |
722 | |||
Additional paid-in capital |
129,715 | |||
Treasury stock |
(462,029 | ) | ||
Retained earnings |
1,070,973 | |||
Accumulated other comprehensive loss |
(9,349 | ) | ||
Total stockholders equity |
730,032 | |||
Total liabilities and stockholders equity |
$ | 878,864 | ||
2
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in thousands, except per share data)
(Unaudited)
For the Year Ended December 31, 2010 | ||||||||||||
Historical Zebra |
Pro Forma Adjustments |
Pro Forma Zebra |
||||||||||
Net sales: |
||||||||||||
Net sales of tangible products |
$ | 855,269 | $ | (5,739 | ) | $ | 849,530 | |||||
Revenue from services and software |
101,579 | (56,750 | ) | 44,829 | ||||||||
Total net sales |
956,848 | (62,489 | ) | 894,359 | ||||||||
Cost of sales: |
||||||||||||
Cost of sales of tangible products |
455,007 | (4,437 | ) | 450,570 | ||||||||
Cost of services and software |
40,972 | (18,048 | ) | 22,924 | ||||||||
Total cost of sales |
495,979 | (22,485 | ) | 473,494 | ||||||||
Gross profit |
460,869 | (40,004 | ) | 420,865 | ||||||||
Operating expenses: |
||||||||||||
Selling and marketing |
122,689 | (10,324 | ) | 112,365 | ||||||||
Research and development |
101,930 | (19,355 | ) | 82,575 | ||||||||
General and administrative |
79,710 | (6,481 | ) | 73,229 | ||||||||
Amortization of intangible assets |
9,573 | (6,362 | ) | 3,211 | ||||||||
Litigation settlement |
(1,082 | ) | | (1,082 | ) | |||||||
Exit, restructuring and integration costs |
4,197 | (1,935 | ) | 2,262 | ||||||||
Total operating expenses |
317,017 | (44,457 | ) | 272,560 | ||||||||
Operating income |
143,852 | 4,453 | 148,305 | |||||||||
Other income (expense): |
||||||||||||
Investment income |
2,681 | (3 | ) | 2,678 | ||||||||
Foreign exchange gain (loss) |
(213 | ) | 44 | (169 | ) | |||||||
Other, net |
(1,385 | ) | 268 | (1,117 | ) | |||||||
Total other income |
1,083 | 309 | 1,392 | |||||||||
Income before income taxes |
144,935 | 4,762 | 149,697 | |||||||||
Income taxes |
43,157 | 1,836 | 44,993 | |||||||||
Income from continuing operations |
101,778 | 2,926 | 104,704 | |||||||||
Loss from discontinued operations, net of tax |
| (2,926 | ) | (2,926 | ) | |||||||
Net income |
$ | 101,778 | $ | | $ | 101,778 | ||||||
Basic earnings per share: |
||||||||||||
Income from continuing operations |
$ | 1.78 | $ | 1.83 | ||||||||
Loss from discontinued operations |
| (0.05 | ) | |||||||||
Net income |
$ | 1.78 | $ | 1.78 | ||||||||
Diluted earnings per share: |
||||||||||||
Income from continuing operations |
$ | 1.77 | $ | 1.82 | ||||||||
Loss from discontinued operations |
| (0.05 | ) | |||||||||
Net income |
$ | 1.77 | $ | 1.77 | ||||||||
Basic weighted average shares outstanding |
57,143 | 57,143 | ||||||||||
Diluted weighted average and equivalent shares outstanding |
57,428 | 57,428 |
3
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in thousands, except per share data)
(Unaudited)
For the Year Ended December 31, 2009 | ||||||||||||
Historical Zebra |
Pro Forma Adjustments |
Pro Forma Zebra |
||||||||||
Net sales: |
||||||||||||
Net sales of tangible products |
$ | 701,044 | $ | (4,941 | ) | $ | 696,103 | |||||
Revenue from services and software |
102,541 | (60,162 | ) | 42,379 | ||||||||
Total net sales |
803,585 | (65,103 | ) | 738,482 | ||||||||
Cost of sales: |
||||||||||||
Cost of sales of tangible products |
401,727 | (3,411 | ) | 398,316 | ||||||||
Cost of services and software |
41,137 | (18,558 | ) | 22,579 | ||||||||
Total cost of sales |
442,864 | (21,969 | ) | 420,895 | ||||||||
Gross profit |
360,721 | (43,134 | ) | 317,587 | ||||||||
Operating expenses: |
||||||||||||
Selling and marketing |
102,535 | (10,492 | ) | 92,043 | ||||||||
Research and development |
86,390 | (19,913 | ) | 66,477 | ||||||||
General and administrative |
81,395 | (5,463 | ) | 75,932 | ||||||||
Amortization of intangible assets |
10,466 | (7,512 | ) | 2,954 | ||||||||
Exit, restructuring and integration costs |
12,191 | (2,289 | ) | 9,902 | ||||||||
Asset impairment charges |
(1,058 | ) | 1,058 | | ||||||||
Total operating expenses |
291,919 | (44,611 | ) | 247,308 | ||||||||
Operating income |
68,802 | 1,477 | 70,279 | |||||||||
Other income (expense): |
||||||||||||
Investment income |
2,933 | (2 | ) | 2,931 | ||||||||
Foreign exchange gain (loss) |
(45 | ) | (59 | ) | (104 | ) | ||||||
Other, net |
(1,167 | ) | 380 | (787 | ) | |||||||
Total other income |
1,721 | 319 | 2,040 | |||||||||
Income before income taxes |
70,523 | 1,796 | 72,319 | |||||||||
Income taxes |
23,419 | 409 | 23,828 | |||||||||
Income (loss) from continuing operations |
47,104 | 1,387 | 48,491 | |||||||||
Loss from discontinued operations, net of tax |
| (1,387 | ) | (1,387 | ) | |||||||
Net income |
$ | 47,104 | $ | | $ | 47,104 | ||||||
Basic earnings per share: |
||||||||||||
Income (loss) from continuing operations |
$ | 0.79 | $ | 0.81 | ||||||||
Income (loss) from discontinued operations |
| (0.02 | ) | |||||||||
Net income (loss) |
$ | 0.79 | $ | 0.79 | ||||||||
Diluted earnings per share: |
||||||||||||
Income (loss) from continuing operations |
$ | 0.79 | $ | 0.81 | ||||||||
Income (loss) from discontinued operations |
| (0.02 | ) | |||||||||
Net income (loss) |
$ | 0.79 | $ | 0.79 | ||||||||
Basic weighted average shares outstanding |
59,306 | 59,306 | ||||||||||
Diluted weighted average and equivalent shares outstanding |
59,425 | 59,425 |
4
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(Amounts in thousands, except per share data)
(Unaudited)
For the Year Ended December 31, 2008 | ||||||||||||
Historical Zebra |
Pro Forma Adjustments |
Pro Forma Zebra |
||||||||||
Net sales: |
||||||||||||
Net sales of tangible products |
$ | 871,587 | $ | (1,746 | ) | $ | 869,841 | |||||
Revenue from services and software |
105,113 | (64,889 | ) | 40,224 | ||||||||
Total net sales |
976,700 | (66,635 | ) | 910,065 | ||||||||
Cost of sales: |
||||||||||||
Cost of sales of tangible products |
452,208 | (1,965 | ) | 450,243 | ||||||||
Cost of services and software |
45,187 | (23,884 | ) | 21,303 | ||||||||
Total cost of sales |
497,395 | (25,849 | ) | 471,546 | ||||||||
Gross profit |
479,305 | (40,786 | ) | 438,519 | ||||||||
Operating expenses: |
||||||||||||
Selling and marketing |
126,325 | (13,566 | ) | 112,759 | ||||||||
Research and development |
95,800 | (23,095 | ) | 72,705 | ||||||||
General and administrative |
81,644 | (7,798 | ) | 73,846 | ||||||||
Amortization of intangible assets |
18,575 | (7,735 | ) | 10,840 | ||||||||
Litigation settlement |
(5,302 | ) | | (5,302 | ) | |||||||
Exit, restructuring and integration costs |
20,009 | (2,077 | ) | 17,932 | ||||||||
Asset impairment charges |
157,600 | (12,650 | ) | 144,950 | ||||||||
Total operating expenses |
494,651 | (66,921 | ) | 427,730 | ||||||||
Operating income (loss) |
(15,346 | ) | 26,135 | 10,789 | ||||||||
Other income (expense): |
||||||||||||
Investment income |
1,281 | (120 | ) | 1,161 | ||||||||
Foreign exchange gain (loss) |
3,518 | 913 | 4,431 | |||||||||
Other, net |
(1,366 | ) | 70 | (1,296 | ) | |||||||
Total other income |
3,433 | 863 | 4,296 | |||||||||
Income before income taxes |
(11,913 | ) | 26,998 | 15,085 | ||||||||
Income taxes |
26,508 | 7,624 | 34,132 | |||||||||
Income (Loss) from continuing operations |
(38,421 | ) | 19,374 | (19,047 | ) | |||||||
Loss from discontinued operations, net of tax |
(19,374 | ) | (19,374 | ) | ||||||||
Net income |
$ | (38,421 | ) | $ | | $ | (38,421 | ) | ||||
Basic earnings per share: |
||||||||||||
Loss from continuing operations |
$ | (0.60 | ) | $ | (0.31 | ) | ||||||
Loss from discontinued operations |
| (0.29 | ) | |||||||||
Net loss |
$ | (0.60 | ) | $ | (0.60 | ) | ||||||
Diluted earnings per share: |
||||||||||||
Loss from continuing operations |
$ | (0.60 | ) | $ | (0.31 | ) | ||||||
Loss from discontinued operations |
| (0.29 | ) | |||||||||
Net loss |
$ | (0.60 | ) | $ | (0.60 | ) | ||||||
Basic weighted average shares outstanding |
64,524 | 64,524 | ||||||||||
Diluted weighted average and equivalent shares outstanding |
64,524 | 64,524 |
5
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(Unaudited)
Note 1 Discontinued operations
On March 18, 2011, Zebra sold its ownership interest in Navis Holdings, LLC (Navis), a Zebra Enterprise Solutions (ZES) entity, to a third party. The results of operations for Navis and certain other ZES assets are reported pro forma for the periods presented as discontinued operations.
The components of assets and liabilities of discontinued operations in our unaudited pro forma consolidated balance sheet are as follows (in thousands):
December 31, 2010 | ||||
Assets: |
||||
Cash and cash equivalents |
$ | 1,301 | ||
Accounts receivable, net |
24,003 | |||
Inventories |
772 | |||
Deferred income taxes |
3,492 | |||
Prepaid expenses and other current assets |
3,328 | |||
Property and equipment, net |
1,890 | |||
Goodwill |
72,230 | |||
Other intangibles, net |
39,951 | |||
Other assets |
1,202 | |||
Assets of discontinued operations |
$ | 148,169 | ||
Liabilities: |
||||
Accounts payable |
$ | 726 | ||
Accrued liabilities |
2,927 | |||
Deferred revenue |
17,791 | |||
Deferred rent |
199 | |||
Other long-term liabilities |
184 | |||
Liabilities of discontinued operations |
$ | 21,827 | ||
Summary results of operations for Navis reflected as discontinued operations in our unaudited pro forma consolidated statement of earnings for the years ended are as follows (in thousands):
Year Ended | ||||||||||||
December 31, 2010 |
December 31, 2009 |
December 31, 2008 |
||||||||||
Net sales |
$ | 62,489 | $ | 65,103 | $ | 66,635 | ||||||
Loss before income tax |
$ | (4,762 | ) | $ | (1,796 | ) | $ | (26,998 | ) | |||
Income tax benefit |
(1,836 | ) | (409 | ) | (7,624 | ) | ||||||
Loss from discontinued operations |
$ | (2,926 | ) | $ | (1,387 | ) | $ | (19,374 | ) | |||
6
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS BY QUARTER FOR 2010
(Amounts in thousands, except per share data)
(Unaudited)
Quarter Ended | ||||||||||||||||
April 3, 2010 | July 3, 2010 | Oct. 2, 2010 | Dec. 31, 2010 | |||||||||||||
Net sales: |
||||||||||||||||
Net sales of tangible products |
$ | 201,463 | $ | 207,748 | $ | 218,271 | $ | 222,048 | ||||||||
Revenue from services and software |
10,512 | 10,810 | 11,536 | 11,971 | ||||||||||||
Total net sales |
211,975 | 218,558 | 229,807 | 234,019 | ||||||||||||
Cost of sales: |
||||||||||||||||
Cost of sales of tangible products |
109,075 | 114,081 | 114,924 | 112,490 | ||||||||||||
Cost of services and software |
5,137 | 5,068 | 5,636 | 7,083 | ||||||||||||
Total cost of sales |
114,212 | 119,149 | 120,560 | 119,573 | ||||||||||||
Gross profit |
97,763 | 99,409 | 109,247 | 114,446 | ||||||||||||
Operating expenses: |
||||||||||||||||
Selling and marketing |
24,673 | 27,682 | 28,068 | 31,942 | ||||||||||||
Research and development |
18,324 | 20,653 | 21,862 | 21,736 | ||||||||||||
General and administrative |
19,318 | 17,955 | 18,147 | 17,809 | ||||||||||||
Amortization of intangible assets |
741 | 740 | 839 | 891 | ||||||||||||
Litigation settlement |
| | | (1,082 | ) | |||||||||||
Exit, restructuring and integration costs |
1,766 | 466 | | 30 | ||||||||||||
Asset impairment charges |
| | | | ||||||||||||
Total operating expenses |
64,822 | 67,496 | 68,916 | 71,326 | ||||||||||||
Operating income |
32,941 | 31,913 | 40,331 | 43,120 | ||||||||||||
Other income (expense): |
||||||||||||||||
Investment income |
842 | 634 | 635 | 567 | ||||||||||||
Foreign exchange gain (loss) |
168 | 424 | (148 | ) | (613 | ) | ||||||||||
Other, net |
(270 | ) | (455 | ) | (160 | ) | (232 | ) | ||||||||
Total other income (expense) |
740 | 603 | 327 | (278 | ) | |||||||||||
Income before income taxes |
33,681 | 32,516 | 40,658 | 42,842 | ||||||||||||
Income taxes |
8,134 | 10,331 | 13,411 | 13,117 | ||||||||||||
Income from continuing operations |
25,547 | 22,185 | 27,247 | 29,725 | ||||||||||||
Income (loss) from discontinued operations, net of tax |
(814 | ) | 492 | (1,096 | ) | (1,508 | ) | |||||||||
Net income |
$ | 24,733 | $ | 22,677 | $ | 26,151 | $ | 28,217 | ||||||||
Basic earnings per share: |
||||||||||||||||
Income from continuing operations |
$ | 0.44 | $ | 0.38 | $ | 0.48 | $ | 0.53 | ||||||||
Income (loss) from discontinued operations |
(0.01 | ) | 0.01 | (0.02 | ) | (0.03 | ) | |||||||||
Net income |
$ | 0.43 | $ | 0.39 | $ | 0.46 | $ | 0.50 | ||||||||
Diluted earnings per share: |
||||||||||||||||
Income from continuing operations |
$ | 0.44 | $ | 0.38 | $ | 0.48 | $ | 0.53 | ||||||||
Income (loss) from discontinued operations |
(0.02 | ) | 0.01 | (0.02 | ) | (0.03 | ) | |||||||||
Net income |
$ | 0.42 | $ | 0.39 | $ | 0.46 | $ | 0.50 | ||||||||
Basic weighted average shares outstanding |
58,016 | 57,489 | 56,739 | 56,332 | ||||||||||||
Diluted weighted average and equivalent shares outstanding |
58,265 | 57,737 | 56,998 | 56,692 |
7
Summary results of operations for Navis reflected as discontinued operations in our unaudited pro forma consolidated statement of earnings by quarter for 2010 are as follows (in thousands):
Quarter Ended | ||||||||||||||||
April 3, 2010 | July 3, 2010 | Oct. 2, 2010 | Dec. 31, 2010 | |||||||||||||
Net sales |
$ | 14,456 | $ | 17,176 | $ | 16,701 | $ | 14,156 | ||||||||
Income (loss) before income tax |
$ | (1,269 | ) | $ | 833 | $ | (1,707 | ) | $ | (2,619 | ) | |||||
Income tax expense (benefit) |
(455 | ) | 341 | (611 | ) | (1,111 | ) | |||||||||
Income (loss) from discontinued operations |
$ | (814 | ) | $ | 492 | $ | (1,096 | ) | $ | (1,508 | ) | |||||