UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form 10-K
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended December 29, 2002 | ||
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to | ||
Commission file number 1-5075
PerkinElmer, Inc.
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Massachusetts
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04-2052042 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
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45 William Street, Wellesley,
Massachusetts (Address of Principal Executive Offices) |
02481 (Zip Code) |
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Registrants telephone number, including area code: (781) 237-5100
| Title of Each Class | Name of Each Exchange on Which Registered | |
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Common Stock, $1 Par Value
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New York Stock Exchange, Inc. | |
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Preferred Share Purchase Rights
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New York Stock Exchange, Inc. |
Securities registered pursuant to Section 12(g) of the Act: None
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes þ No o
The aggregate market value of the common stock, $1 par value, held by nonaffiliates of the registrant on June 28, 2002, was $1,381,051 based upon the last reported sale of the common stock on that date.
As of March 10, 2003, there were outstanding, exclusive of treasury shares, 126,089,179 shares of common stock, $1 par value.
DOCUMENTS INCORPORATED BY REFERENCE
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PORTIONS OF PERKINELMER, INC.S PROXY
STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
APRIL 22, 2003
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PART III (Items 10, 11, 12 and 13 | ) |
TABLE OF CONTENTS
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| PART I | ||||||
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Item 1.
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Business | 1 | ||||
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Item 2.
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Properties | 12 | ||||
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Item 3.
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Legal Proceedings | 12 | ||||
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Item 4.
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Submission of Matters to a Vote of Security Holders | 13 | ||||
| Executive Officers of the Registrant | 13 | |||||
| PART II | ||||||
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Item 5.
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Market for Registrants Common Equity and Related Stockholder Matters | 15 | ||||
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Item 6.
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Selected Financial Data | 16 | ||||
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Item 7.
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Managements Discussion and Analysis of Financial Condition and Results of Operations | 18 | ||||
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk | 35 | ||||
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Item 8.
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Financial Statements and Supplemental Data | 44 | ||||
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 84 | ||||
| PART III | ||||||
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Item 10.
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Directors and Executive Officers of the Registrant | 84 | ||||
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Item 11.
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Executive Compensation | 84 | ||||
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 84 | ||||
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Item 13.
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Certain Relationships and Related Transactions | 86 | ||||
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Item 14.
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Controls and Procedures | 86 | ||||
| PART IV | ||||||
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Item 15.
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Exhibits, Financial Statement Schedules and Reports on Form 8-K | 87 | ||||
| Independent Auditors Consent | 92 | |||||
| Power of Attorney | 92 | |||||
| Signatures | 93 | |||||
| Certifications | 94 | |||||
PART I
| Item 1. | Business |
Overview
We are a leading provider of scientific instruments, consumables and services to the pharmaceutical, biomedical, environmental testing and general industrial markets. We design, manufacture, market and service products and systems within three business units:
| | Life and Analytical Sciences. We are a leading provider of drug discovery, genetic screening, environmental and chemical analysis tools and instrumentation. | |
| | Optoelectronics. We provide a broad range of digital imaging, sensor and specialty lighting components used in the biomedical, consumer products and other specialty end markets. | |
| | Fluid Sciences. We provide critical fluid control and containment systems for highly demanding environments such as turbine engines and semiconductor fabrication facilities. |
In 2002, we had $1,505.0 million in sales from continuing operations.
We are a Massachusetts corporation, founded in 1947. Our headquarters are in Wellesley, Massachusetts, and we market our products and systems in more than 125 countries. As of December 29, 2002, we had approximately 10,700 employees. Our common stock is listed on the New York Stock Exchange, and we are a component of the S&P 500 Index.
We maintain a website with the address www.perkinelmer.com. We are not including the information contained in our website as part of, or incorporating it by reference into, this annual report on Form 10-K. We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the Securities and Exchange Commission. In addition, we intend to disclose on our website any amendments to, or waivers from, our code of ethics that are required to be publicly disclosed pursuant to rules of the SEC.
Recent Developments
As part of our efforts to refocus our Company on our core businesses, we have recently taken the following measures.
Life and Analytical Sciences. In October 2002, we formed our Life and Analytical Sciences business unit by combining our Life Sciences and Analytical Instruments businesses.
Security and Detection Systems Business. In June 2002, we completed the sale of our Security and Detection Systems business to L-3 Communications. We received cash proceeds in this transaction of approximately $100.0 million. These proceeds are subject to a working capital adjustment, which we do not expect to be material. We have reflected this business as a discontinued operation for all periods presented in this annual report on Form 10-K.
Telecommunications Component and Entertainment Lighting Businesses. In June 2002, our Board of Directors approved a plan to shut down our Telecommunications Component business, and a plan to sell our Entertainment Lighting business, as part of our continued efforts to focus on higher growth opportunities. We have reflected these businesses as discontinued operations for all periods presented in this annual report on Form 10-K.
Packard BioScience. In November 2001, we completed our acquisition of Packard BioScience Company for consideration of approximately $764.0 million, primarily in the form of approximately 22 million shares of our common stock and our assumption of $118.2 million in debt. The acquisition extended our capabilities in automated liquid handling and sample preparation, and strengthened our position as a global provider of comprehensive drug discovery solutions.
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Fluid Sciences. In October 2001, our Board of Directors approved a plan to sell our Fluid Sciences business unit, at which time we reflected the business as a discontinued operation in our consolidated financial statements in accordance with Accounting Principles Board Opinion No. 30, Reporting the Results of Operations Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. Due to external market conditions, we did not complete the sale of this business within the one-year time period afforded by APB No. 30. Our consolidated results from continuing operations therefore again reflect our Fluid Sciences business unit for all periods presented in this report.
NEN Life Sciences. In July 2000, we completed our acquisition of NEN Life Sciences, Inc., a provider of state-of-the-art drug discovery products, services, reagents and technologies to the life sciences industry. We purchased NEN Life Sciences for an aggregate purchase price of approximately $418.0 million. In connection with the acquisition, we paid approximately $350.0 million in cash and issued warrants to purchase approximately 600,000 shares of our common stock. In addition, we repaid approximately $50.0 million of outstanding indebtedness of NEN Life Sciences.
Life and Analytical Sciences
We are a leading provider of drug discovery, genetic screening and chemical analysis tools and instrumentation. Our instruments are used in daily applications for scientific research and clinical applications. Our research products provide the fundamental tools necessary for a variety of testing applications that are critical to the development of many of our customers product pipelines.
We formed our Life and Analytical Sciences business unit in October 2002 by combining our Life Sciences and Analytical Instruments businesses. For the year ended December 29, 2002, the Life Sciences and Analytical Instruments reporting segments together generated sales of $991.7 million.
We combined our Life Sciences and Analytical Instruments businesses to improve our operational scale, which we believe will enable us to better serve our customers and to more fully capitalize on the strengths of the businesses sales, service and research and development organizations. We expect that this new integrated business will allow us to provide a single point of contact to our customers and to promote our sales efforts to senior levels of their organizations. We believe that these senior decision makers are positioned to expand the range of products and services their organizations purchase from us. We are targeting annualized cost savings from the combination of these businesses of between $30.0 million and $45.0 million. The combination of our Life Sciences and Analytical Instruments businesses will require changes to our organizational structure, processes and systems over the next year. Because we anticipate that the benefits of the combination of these businesses will not be fully realized until 2004, we are targeting cost savings of between $12.0 million and $25.0 million in 2003. We cannot assure you that we will achieve any of these cost savings.
| Life Sciences |
Our Life Sciences reporting segment within this business unit helps our customers solve complex analytical problems encountered in drug discovery and genetic screening laboratories. For drug discovery, we offer a wide range of instrumentation, software and consumables, including reagents, based on our core expertise in fluorescent, chemiluminescent and radioactive labeling and the detection of nucleic acids and proteins. For genetic screening laboratories, we provide software, reagents and analysis tools to test for various inherited disorders. These clinical screening programs help diagnose and prevent disease by identifying those most at risk. We sell our genetic screening solutions to public health authorities and private health care organizations around the world. For the 12 months ended December 29, 2002, our Life Sciences reporting segment generated sales of $494.3 million.
Principal Products. The principal products of our Life Sciences reporting segment include:
| | PlateTrakTM and MiniTrakTM systems, conveyor belt-based, parallel plate processors, which are used in a variety of drug discovery and research applications and are installed at major biotechnology and pharmaceutical companies. |
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| | ImageTrakTM, an automated liquid handling robotics system for high throughput screening used in drug discovery and research laboratories. | |
| | Chemical reagents, such as DELFIA® and LANCETM, which allow both heterogenous and homogenous assays across nearly all assay types, providing flexibility for use in a range of high-throughput screening applications. | |
| | UltraVIEW TM, a fully automated, high-resolution, live cell imaging system that allows for the observation and measurement of cellular and molecular processes in proteomics applications. | |
| | Multilabel counters and plate readers, such as the multi-mode, ultra high throughput ViewLuxTM, which quantify the measurement of light signals in drug discovery applications. |
New Products. New product releases by our Life Sciences reporting segment include key offerings for functional genomic and proteomic-based research such as:
| | EnVisionTM, the first modular multi-label plate reader designed for use in high throughput screening laboratories. | |
| | ProXPRESSTM, a Proteomics Imaging System for multiwavelength imaging, which provides high-resolution and flexibility for accurate, reproducible detection of proteins. | |
| | ProXCISIONTM, an instrument for automated, high precision excision of protein candidates from 2-D protein gels and bands from 1-D protein gels. | |
| | SmartStationTM, an integrated workstation with liquid handling and the superior detection capabilities of EnVision. | |
| | FlexDropTM, EX Series reagent dispersers that provide extra capacity and fully automated feeding of microplates. |
Brand Names. Our Life Sciences reporting segment offers its products under various brand names, including WallacTM and NEN®.
| Analytical Instruments |
Our Analytical Instruments reporting segment within this business unit offers analytical tools employing technologies such as molecular and atomic spectroscopy, high-pressure liquid chromatography, gas chromatography and thermal analysis. Our instruments and related software applications measure a range of substances from bio-molecular matter to organic and inorganic chemicals. We sell these products to pharmaceutical manufacturers and customers in the environmental, food and beverage and chemical markets. These customers use our instruments in various applications to verify the identity, quality or composition of the materials they examine. For the 12 month period ended December 29, 2002, our Analytical Instruments reporting segment generated sales of $497.4 million.
Principal Products. The principal products of our Analytical Instruments reporting segment include:
| | The AAnalystTM series of atomic absorption spectrometers used by customers in the environmental and chemical industries, among others, to quantify the constituents of a sample using flame, graphite furnace, mercury or hydride analysis techniques. | |
| | ClarusTM 500 Gas Chromatograph, which features real-time signal display and supports seven languages. | |
| | The ELAN® and OptimaTM families of inductively coupled plasma systems, which are used for precision analysis of inorganic materials in the petrochemical, environmental, food and agriculture industries. | |
| | LABWORKSTM Laboratory Information Management System, a software application that enables scientists to store, share and create reports on instrument data in both small and large laboratory environments. |
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| | The PYRISTM Diamond family of thermal analysis instrumentation and software, which is used for materials property analyses by customers in the polymer and pharmaceutical markets. | |
| | The SpectrumTM One series of molecular spectroscopy tools, which are used by scientists and lab professionals to analyze the composition of polymers and fine chemicals through the absorption of infrared light. | |
| | TotalChromTM chromatography data systems, which are used to acquire data from and control the operation of a laboratorys chromatography instrumentation. |
New Products. Analytical Instruments products launched recently include:
| | AssureIDTM QA/QC Systems, which verify the identity and quality of materials used in pharmaceutical manufacturing quality assurance and quality control processes. | |
| | The ELAN® DRC II ICP/MS, which uses Dynamic Reaction CellTM technology to extend the range of inductively coupled plasma-mass spectrometry analysis to clinical, geochemical and environmental applications involving more difficult samples. | |
| | SombrillaTM Web-based instrument and data management software, which is used to consolidate laboratory data storage and transfer using common Web browsers. | |
| | SpectrumTM Spotlight FT-IR Imaging System, which provides chemical images for applications such as formulation testing, product performance testing, failure analysis and drug delivery analysis. | |
| | TurboMassTM Gold GC/MS, a quadrupole mass spectrometer used to positively identify samples for environmental, chemical, flavor and fragrance, food and beverage, forensic and pharmaceutical applications. | |
| | HyperDSCTM, a thermal analysis method on the diamond differential scanning calorimeter (DSC). | |
| | prOTOFTM 2000 MALDI O-TOF mass spectrometer, which features next-generation MALDI-TOF technology for the identification and characterization of proteins. |
Brand Names. Our Analytical Instruments reporting segment offers its products under various brand names, including AAnalystTM, ClarusTM, LABWORKSTM, PYRISTM, SpectrumTM, OptimaTM and ELAN®.
Optoelectronics
Our Optoelectronics business unit provides digital imaging, sensor and specialty lighting components to customers in biomedical and industrial end markets. For the 12 months ended December 29, 2002, our Optoelectronics business unit generated sales of $323.8 million.
We are a leading supplier of amorphous silicon digital x-ray detectors, an enabling technology for medical imaging and radiation therapy. Amorphous silicon digital x-ray detectors replace film and produce improved image resolution and diagnostic capability for use in radiography, angiography and cancer treatment.
We have significant expertise in optical sensor technologies, with products used in a variety of applications. Examples include sample detection in life sciences instruments, luggage screening, security and fire detection systems, HVAC controls, document handling/ sorting and smart weaponry.
Our specialty lighting technologies include xenon flashtubes, ceramic xenon light sources and laser pump sources. These products are used in a variety of applications, including digital and analog cameras, medical endoscopy and laser machine tools.
Principal Products. The principal products of our Optoelectronics reporting segment include:
| | Health Sciences |
| | Amorphous silicon, an enabling technology for digital x-ray imaging that replaces film and produces improved image resolution and diagnostic capability in applications such as radiography, angiography and cancer treatments. |
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| | Cermax® xenon short arc lamps and fiber optic light sources used in diagnostic and surgical endoscopes, surgical headlamps and microscopes and photodynamic therapy systems. | |
| | A wide range of optical detectors and light sources used in analytical instruments, drug discovery tools and clinical diagnostic systems. The detectors include charge coupled devices, avalanche photodiodes, photodiode arrays, channel photo multipliers and our unique single photon counting module. The light sources include our Cermax xenon short arc lamps as well as our line of guided arc xenon flash lamps. We also produce ultraviolet-visible range spectrometer sub-systems based on the above components. | |
| | Gas detection sensors and sub-systems used on patient monitoring applications such as anesthesia gas monitoring and carbon dioxide monitoring, also known as capnography. | |
| | Thermopile temperature sensors used in digital ear thermometers. |
| | Industrial Products |
| | Xenon flashtubes for use in digital still cameras, 35mm compact cameras and disposable cameras as well the emerging market for onboard cameras on mobile phones. | |
| | A wide range of optical sensors including avalanche photodiodes, photodiodes and photodiode arrays, photocells, infrared detectors and thermopile sensors. Our optical sensors are used in a variety of applications, including luggage screening, security and fire systems, laser printers and copiers, HVAC systems, automotive applications and smart weaponry. | |
| | Cermax® xenon short arc lamps for use in digital projectors and projection televisions. | |
| | Linear xenon and argon flashlamps used in solid state lasers in machine tools and other industrial applications. | |
| | Charge-coupled device cameras, which are used to detect defects in manufacturing processes, pilot vision systems and postal sorting. |
New Products. New product releases by our Optoelectronics reporting segment include:
| | Angiography Amorphous Silicon Detector Panels This detector is used in digital angiography systems. It is larger than digital x-ray detectors in widespread use, allowing a larger area of the patient to be viewed while maintaining a low-dose exposure to x-rays. The introduction of the flat panel angio detector follows the launch of the amorphous silicon cardiac detector, which went into production last year. | |
| | 4-Channel Single Photon Counting Module-AQ4C Photon Detector This four-channel detector array uses our avalanche photodiode technology to enable researchers to test four wavelengths of light simultaneously. The AQ4C can be used for a range of applications that require examination of minute samples, including single molecule detection, high-throughput DNA sequencing, laser radars, adaptive optics and ultra-sensitive fluorescence detection. | |
| | Thermopile Module Sensor This sensor module is designed for remote temperature measurements in industrial, consumer, home appliance and automotive solutions, such as microwave ovens, car thermometers and smoke detectors. The sensor module contains application-specific integrated circuitry that allows for operation independent of external electronic components and provides other features such as an adjustable low-noise amplifier, programmable memory cells and a processing unit that provides ambient temperature compensation. | |
| | FX-4400 A high output guided arc xenon bulb used in analytical and life sciences instrumentation applications requiring large area illumination or simultaneous sample screening. | |
| | ColdBlueTM A cooled charge-coupled device camera offering improved sensitivity and detection of very faint signals, used in applications such as protein quantification and fluorescent microscopy. |
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Brand Names. Our Optoelectronics reporting segment offers its products under various brand names, including Cermax®, HeimannTM, Power Systems, Amorphous Silicon and Reticon®.
Fluid Sciences
Our Fluid Sciences business unit is a leading provider of critical sealing and fluid containment products and services for the aerospace, semiconductor and power generation markets, as well as engine lubricant testing. This business unit has an extensive network of strategic alliances with major original equipment manufacturers worldwide. For the year ended December 29, 2002, our Fluid Sciences business unit generated sales of $189.5 million.
In the aerospace market, we are a leading provider of sealing and pneumatic systems for large commercial transport aircraft, business and regional jets. Most major aircraft and turbine engine manufacturers use our products to reduce leakage and improve reliability. For example, we design and produce high-pressure accumulators used to moderate pressure in hydraulic systems. New fleet orders and maintenance on existing aircraft generally create demand for our aerospace products and services.
In the semiconductor equipment market, we provide components and sub-assembly integration and processing services to many of the worlds leading semiconductor equipment manufacturers. Our bellows, sealing and linear motion devices are used in more semiconductor wafer-processing equipment worldwide than any other brand. Building upon our understanding of our customers needs, we have expanded our product offerings to include a broad range of assemblies and related after-market services used in semiconductor wafer-processing equipment and maintenance.
We also provide static and dynamic seals that reduce emissions and improve efficiency on many new power generation equipment platforms. Our fluid testing business has been providing fuel and lubricant testing services for almost 50 years to the gasoline refining and petrochemical industries.
Principal Products. The principal products of our Fluid Sciences reporting segment include:
| | Rigid E-Seal JointsTM that have become the industry standard as a connection point for installation and removal of pneumatic ducts and attached equipment. | |
| | Flexible joints and ducting systems used in aircraft environmental control systems and for other engine bleed air system applications such as anti-icing and air starters. | |
| | Dynamic seals and aftermarket repair services sold under the CenturionTM brand name, including pressure- balanced face seals, circumferential segmented seals, controlled gap clearance seals, hydrodynamic seals, swivel seals, brush seals and welded metal bellows seals. | |
| | A broad range of static seals sold under the PressureScienceTM brand name, including C-Seals, E-SealsTM and U-Plex SealsTM that increase system efficiencies, minimize leakage and decrease cost of sealing interfaces. | |
| | Bellows seals, devices and assemblies used as accumulators and aneroids and for a variety of sensing, lifting, storage and compensating applications in aerospace, power generation and semiconductor equipment. | |
| | Solenoid values and next-higher level assemblies that provide actuation or control on aircraft pneumatic, fuel and hydraulic systems. |
In addition, our Fluid Sciences reporting segment is rapidly becoming a premier supplier of higher value assemblies and after-market services to semiconductor wafer-processing equipment manufacturers.
New Products. New products releases by our Fluid Sciences reporting segment include:
| | New surface treatment techniques for semiconductor wafer process equipment that reduce process variability and increase yield. |
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| | Federal Aviation Administration and U.S. military approvals for new repairs and components that extend performance life on engines and pneumatic systems. | |
| | Patented high-pressure maintenance-free accumulator technology for emerging higher pressure needs which improve the life and reliability of aircraft accumulators and is less sensitive to fluid contamination. | |
| | Sealing solutions for fossil fuel drilling applications that greatly reduces equipment downtime. | |
| | Valves for emerging fuel cell technology programs that enable customers to use higher pressures and control temperatures to improve fuel cell system performance. |
Brand Names. Our Fluid Sciences reporting segment offers its products under various brand names, including Belfab®, CallistoTM, CenturionTM and PressureScienceTM.
Marketing
All of our businesses market their products and services through their own specialized sales forces as well as independent foreign and domestic manufacturers representatives, distributors and agents. Our businesses sometimes enter into joint venture and license agreements with local firms in foreign countries to manufacture and market their products. As of December 29, 2002, we had approximately 2,500 sales and service representatives operating in approximately 45 countries and marketing products in approximately 125 countries.
Raw Materials and Supplies
Each of our reporting segments use raw materials and supplies that are generally readily available in adequate quantities from domestic and foreign sources. We typically do not have long-term contracts with any of our suppliers. In some cases, we may rely on a single supplier for particular items, although we believe that we could obtain these items from alternative suppliers, if necessary.
Intellectual Property
We own numerous United States and foreign patents and have patent applications pending in the United States and abroad. We also license intellectual property rights to and from third parties, some of which bear royalties and are terminable in specified circumstances. In addition to our patent portfolio, we possess a wide array of unpatented proprietary technology and know-how. We also own numerous United States and foreign trademarks, registered trademarks and trade names for a variety of our product names, and have applications for the registration of trademarks and trade names pending in the United States and abroad. We believe that patents and other proprietary rights are important to the development of each of our reporting segments, but we also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop and maintain the competitive position of each of our reporting segments. We do not believe that the loss of any one patent or other proprietary right would have a materially adverse effect on our overall business or on any of our reporting segments.
In some cases, we may participate in litigation or other proceedings to defend against or assert claims of infringement, to enforce our or our licensors patents, to protect our trade secrets, know-how or other intellectual property rights or to determine the scope and validity of our or third parties intellectual property rights. Litigation of this type could result in substantial cost to us and diversion of our resources. An adverse outcome in any litigation or proceeding could subject us to significant liabilities or expenses, require us to cease using disputed intellectual property or cease the sale of a commercial product or require us to license the disputed property from third parties. We are currently one of several parties defending a litigation brought by Enzo Biochem, Inc. and Enzo Life Sciences, Inc. alleging that we breached our distributorship and settlement agreements with the plaintiffs, infringed the plaintiffs patents, engaged in unfair competition and fraud and committed torts against the plaintiffs by, among other things, engaging in commercial development and
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Backlog
We believe that backlog is not a meaningful indicator of future business prospects for any of our business units due to the short lead time required on a majority of our sales. Therefore, we believe that backlog information is not material to an understanding of our business.
Competition
Because of the wide range of our products and services, we face many different types of competition and competitors. This affects our ability to sell our products and services and the prices at which these products and services are sold. Our competitors range from large foreign and domestic organizations that produce a comprehensive array of goods and services, and that may have greater financial and other resources than we do, to small concerns producing a limited number of goods or services for specialized market segments.
In our Life Sciences reporting segment, we compete on the basis of service level, price, product availability and reliability. Competitors range from multinational organizations with a wide range of products to specialized firms that in some cases have well established market niches. We compete in these markets on the basis of innovative technologies, product differentiation and quality. We expect the proportion of large competitors in this reporting segment to increase through the continued consolidation of competitors.
No single competitor competes directly with our Analytical Instruments reporting segment as a whole. We compete with instrument companies that serve particular segments of markets in industrial instrumentation. We compete in this segment primarily on the basis of product performance, product reliability, service and price.
No single competitor competes directly with our Optoelectronics reporting segment across its full product range. However, we do compete with specialized manufacturing companies in the products and sale of specialty flashtubes and ultraspecialty lighting sources, photodetectors and photodiodes and switched power supplies. Competition is based on price, technological innovation, operational efficiency, and product reliability and quality.
Competition in our Fluid Sciences reporting segment is typically based on product performance and innovation, quality, service and price. In a few markets, competitors are large, diversified engineering and manufacturing concerns. Most of our competitors, however, are small specialized manufacturing companies offering limited product lines for narrow market segments. Competition for lubricant testing services is primarily from one large non-profit institute and some customer-owned laboratories, and is mainly based on quality and price.
We believe we compete effectively in each of the areas in which our reporting segments experience competition.
Research and Development
PerkinElmer-sponsored research and development expenditures were approximately $86.5 million during 2002, approximately $80.1 million during 2001 and approximately $76.1 million during 2000.
We directed our research and development efforts in both 2002 and 2001 primarily in the drug discovery tools and genetic screening applications markets, as well as the biopharmaceutical markets within our Life Sciences and Analytical Instruments reporting segments, and in the biomedical markets within our Optoelectronics reporting segment.
Environmental Matters
Our operations are subject to various foreign, federal, state and local environmental and safety laws and regulations. These requirements include those governing emissions and discharges of hazardous substances,
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We may have liability under the Comprehensive Environmental Response Compensation and Liability Act, and comparable state statutes that impose liability for investigation and remediation of contamination without regard to fault, in connection with materials that we or our former businesses sent to various third-party sites. We have incurred, and will continue to incur, costs pursuant to these statutes.
We are conducting a number of environmental investigations and remedial actions at current and former locations and, along with other companies, have been named a potentially responsible party for specific waste disposal sites. We accrue for environmental issues in the accounting period in which our responsibility is established and when the cost can be reasonably estimated. We have accrued $7.1 million as of December 29, 2002, representing managements estimate of the total cost of ultimate disposition of known environmental matters. This amount is not discounted and does not reflect any recovery of any amounts through insurance or indemnification arrangements. These cost estimates are subject to a number of variables, including the stage of the environmental investigations, the magnitude of the possible contamination, the nature of the potential remedies, possible joint and several liability, the timeframe over which remediation may occur and the possible effects of changing laws and regulations. For sites where we are named a potentially responsible party, management does not currently anticipate any additional liability to result from the inability of other significant named parties to contribute. We expect that such accrued amounts could be paid out over a period of up to ten years. As assessment and remediation activities progress at each individual site, we review these liabilities and adjust them to reflect additional information as it becomes available. There have been no environmental problems to date that have had or are expected to have a material effect on our financial position, results of operations or cash flows. While it is possible that we may incur a material loss exceeding the amounts recorded, the potential exposure is not expected to be materially different than the amounts recorded.
In connection with our acquisitions, we may become subject to new or unforeseen environmental costs or liabilities. Compliance with new or more stringent laws or regulations, stricter interpretations of existing laws or the discovery of new contamination could cause us to incur additional costs.
Employees
As of December 29, 2002, we employed approximately 10,700 employees in our continuing operations. Several of our subsidiaries, with an aggregate of approximately 1,400 employees as of December 29, 2002, are parties to contracts with labor unions. We consider our relations with employees to be satisfactory.
Financial Information About Reporting Segments
The table below sets forth sales and operating profit (loss) by reporting segment for 2002, for 2001 and for 2000:
| 2002 | 2001 | 2000 | ||||||||||
| (In thousands) | ||||||||||||
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Life Sciences
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Sales
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$ | 494,308 | $ | 346,110 | $ | 221,401 | ||||||
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Operating profit (loss)
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8,006 | (46,366 | ) | (3,636 | ) | |||||||
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Analytical Instruments
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Sales
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$ | 497,404 | $ | 568,373 | $ | 617,699 | ||||||
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Operating profit
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19,425 | 77,755 | 56,076 | |||||||||
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Optoelectronics
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Sales
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$ | 323,784 | $ | 380,227 | $ | 447,129 | ||||||
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Operating (loss) profit
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(3,998 | ) | 51,268 | 96,126 | ||||||||
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| 2002 | 2001 | 2000 | ||||||||||
| (In thousands) | ||||||||||||
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Fluid Sciences
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Sales
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$ | 189,485 | $ | 230,629 | $ | 251,753 | ||||||
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Operating profit
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17,476 | 57,272 | 45,071 | |||||||||
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Other
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Sales
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$ | | $ | | $ | | ||||||
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Operating loss
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(16,591 | ) | (10,214 | ) | (13,779 | ) | ||||||
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Continuing operations
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Sales
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$ | 1,504,981 | $ | 1,525,339 | $ | 1,537,982 | ||||||
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Operating profit
|
$ | 24,318 | $ | 129,715 | $ | 179,858 | ||||||
Our Security and Detection Systems, Telecommunications Component, and Entertainment Lighting businesses are discontinued operations and therefore have not been included in the preceding table. The results for the periods presented above include certain acquisition charges, restructuring charges and other items, which are discussed in this annual report on Form 10-K under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations.
Additional information relating to our reporting segments is as follows:
| Depreciation and | ||||||||||||||||||||||||
| Amortization Expense | Capital Expenditures | |||||||||||||||||||||||
| 2002 | 2001 | 2000 | 2002 | 2001 | 2000 | |||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
|
Life Sciences
|
$ | 35,032 | $ | 34,887 | $ | 17,719 | $ | 19,686 | $ | 17,691 | $ | 16,239 | ||||||||||||
|
Analytical Instruments
|
9,691 | 17,952 | 21,172 | 5,328 | 32,295 | 3,881 | ||||||||||||||||||
|
Optoelectronics
|
20,560 | 23,182 | 23,839 | 38,271 | 27,892 | 27,323 | ||||||||||||||||||
|
Fluid Sciences
|
9,632 | 11,036 | 10,664 | 3,754 | 9,242 | 10,895 | ||||||||||||||||||
|
Other
|
1,665 | 1,415 | 859 | 780 | 7,262 | 956 | ||||||||||||||||||
|
Continuing operations
|
$ | 76,580 | $ | 88,472 | $ | 74,253 | $ | 67,819 | $ | 94,382 | $ | 59,294 | ||||||||||||
|
Discontinued operations
|
$ | 1,515 | $ | 5,735 | $ | 4,895 | $ | 3,053 | $ | 7,334 | $ | 11,304 | ||||||||||||
| Total Assets | ||||||||||||
| December 29, | December 30, | December 31, | ||||||||||
| 2002 | 2001 | 2000 | ||||||||||
| (In thousands) | ||||||||||||
|
Life Sciences
|
$ | 1,393,001 | $ | 1,407,774 | $ | 578,417 | ||||||
|
Analytical Instruments
|
690,563 | 719,597 | 733,067 | |||||||||
|
Optoelectronics
|
291,892 | 392,802 | 444,660 | |||||||||
|
Fluid Sciences
|
125,349 | 124,926 | 123,096 | |||||||||
|
Other
|
320,461 | 140,670 | 201,953 | |||||||||
|
Net current and long-term assets of discontinued
operations
|
14,973 | 184,169 | 179,567 | |||||||||
| $ | 2,836,239 | $ | 2,969,938 | $ | 2,260,760 | |||||||
10
Financial Information About Geographic Areas
The following geographic area information for continuing operations includes sales based on location of external customer and net property, plant and equipment based on physical location:
| Sales | |||||||||||||
| 2002 | 2001 | 2000 | |||||||||||