UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
| (Mark One) | ||
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended March 30, 2003 | ||
| or | ||
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Commission file number 1-5075
PerkinElmer, Inc.
| Massachusetts | 04-2052042 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) | |
|
45 William Street, Wellesley, Massachusetts (Address of principal executive offices) |
02481 (Zip Code) |
|
(781) 237-5100
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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
Number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:
| Class | Outstanding at May 9, 2003 | |
| Common Stock, $1 par value | 126,111,865 | |
| (Excluding treasury shares) |
TABLE OF CONTENTS
| Page | ||||||
| PART I. FINANCIAL INFORMATION | ||||||
|
Item 1.
|
Financial Statements | 2 | ||||
| Consolidated Income Statements | 2 | |||||
| Consolidated Balance Sheets | 3 | |||||
| Consolidated Statements of Cash Flows | 4 | |||||
| Notes to Consolidated Financial Statements | 5 | |||||
|
Item 2.
|
Managements Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||||
| Acquisitions and Divestitures | 19 | |||||
| Formation of Our Life and Analytical Sciences Business | 19 | |||||
| Discussion of Consolidated Results of Continuing Operations | 19 | |||||
| Reporting Segment Results of Continuing Operations | 21 | |||||
| Liquidity and Capital Resources | 22 | |||||
| Critical Accounting Policies, Commitments and Certain Other Matters | 24 | |||||
| Forward-Looking Information and Factors Affecting Future Performance | 25 | |||||
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk | 31 | ||||
|
Item 4.
|
Controls and Procedures | 32 | ||||
| PART II. OTHER INFORMATION | ||||||
|
Item 4.
|
Submission of Matters to a Vote of Security Holders | 32 | ||||
|
Item 6.
|
Exhibits and Reports on Form 8-K | 33 | ||||
| SIGNATURE | 34 | |||||
| CERTIFICATIONS | 35 | |||||
| EXHIBIT INDEX | 37 | |||||
| EX-99.1 Section 906 Certification | ||||||
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PERKINELMER, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
| Three Months Ended | |||||||||
| March 30, | March 31, | ||||||||
| 2003 | 2002 | ||||||||
| (In thousands except | |||||||||
| per share data) | |||||||||
| (Unaudited) | |||||||||
|
Sales
|
$ | 358,449 | $ | 346,293 | |||||
|
Cost of sales
|
219,280 | 220,563 | |||||||
|
Research and development expenses
|
20,852 | 21,807 | |||||||
|
Selling, general and administrative expenses
|
92,879 | 107,720 | |||||||
|
Restructuring charges, net
|
(445 | ) | 9,224 | ||||||
|
Gains on dispositions
|
(580 | ) | (5,216 | ) | |||||
|
Amortization of intangible assets
|
7,195 | 7,092 | |||||||
|
Operating income (loss) from continuing
operations
|
19,268 | (14,897 | ) | ||||||
|
Other expense, net
|
14,347 | 13,628 | |||||||
|
Income (loss) from continuing operations
before income taxes
|
4,921 | (28,525 | ) | ||||||
|
Provision (benefit) for income taxes
|
1,599 | (7,866 | ) | ||||||
|
Income (loss) from continuing
operations
|
3,322 | (20,659 | ) | ||||||
|
Loss from discontinued operations, net of income
taxes
|
(960 | ) | (8,901 | ) | |||||
|
Net income (loss) before effect of
accounting change
|
2,362 | (29,560 | ) | ||||||
|
Effect of accounting change, net of income taxes
|
| (117,800 | ) | ||||||
|
Net income (loss)
|
$ | 2,362 | $ | (147,360 | ) | ||||
|
Basic and diluted earnings (loss) per
share:
|
|||||||||
|
Continuing operations
|
$ | 0.03 | $ | (0.17 | ) | ||||
|
Loss from discontinued operations, net of income
taxes
|
(0.01 | ) | (0.07 | ) | |||||
|
Net income (loss) before effect of
accounting change
|
0.02 | (0.24 | ) | ||||||
|
Effect of accounting change, net of income tax
|
| (0.94 | ) | ||||||
|
Net income (loss)
|
$ | 0.02 | $ | (1.18 | ) | ||||
|
Weighted average shares of common stock
outstanding:
|
|||||||||
|
Basic
|
125,649 | 124,864 | |||||||
|
Diluted
|
126,375 | 124,864 | |||||||
|
Cash dividends per common share
|
$ | 0.07 | $ | 0.07 | |||||
The accompanying unaudited notes are an integral part of these consolidated financial statements.
2
PERKINELMER, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| March 30, | December 29, | |||||||||
| 2003 | 2002 | |||||||||
| (Unaudited) | ||||||||||
| (In thousands except | ||||||||||
| share and per share data) | ||||||||||
|
Current assets:
|
||||||||||
|
Cash and cash equivalents
|
$ | 129,777 | $ | 130,615 | ||||||
|
Cash held in escrow
|
154,463 | 186,483 | ||||||||
|
Accounts receivable, net
|
272,070 | 304,647 | ||||||||
|
Inventories
|
205,543 | 205,455 | ||||||||
|
Other current assets
|
154,432 | 152,137 | ||||||||
|
Current assets of discontinued operations
|
12,030 | 12,006 | ||||||||
|
Total current assets
|
928,315 | 991,343 | ||||||||
|
Property, plant and equipment:
|
||||||||||
|
At cost
|
606,406 | 598,048 | ||||||||
|
Accumulated depreciation
|
(308,100 | ) | (294,026 | ) | ||||||
|
Net property, plant and equipment
|
298,306 | 304,022 | ||||||||
|
Investments
|
12,999 | 14,298 | ||||||||
|
Intangible assets
|
1,435,466 | 1,439,774 | ||||||||
|
Other assets
|
74,125 | 83,835 | ||||||||
|
Long-term assets of discontinued operations
|
3,523 | 2,967 | ||||||||
|
Total assets
|
$ | 2,752,734 | $ | 2,836,239 | ||||||
|
Current liabilities:
|
||||||||||
|
Short-term debt
|
$ | 161,066 | $ | 191,491 | ||||||
|
Accounts payable
|
132,683 | 146,290 | ||||||||
|
Accrued restructuring costs and integration costs
|
36,057 | 40,748 | ||||||||
|
Accrued expenses
|
296,522 | 316,427 | ||||||||
|
Current liabilities of discontinued operations
|
1,165 | 2,718 | ||||||||
|
Total current liabilities
|
627,493 | 697,674 | ||||||||
|
Long-term debt
|
599,272 | 614,053 | ||||||||
|
Long-term liabilities
|
265,342 | 270,031 | ||||||||
|
Long-term liabilities of discontinued operations
|
2,068 | 2,137 | ||||||||
|
Commitments and contingencies
|
||||||||||
|
Stockholders equity:
|
||||||||||
|
Preferred stock $1 par value,
authorized 1,000,000 shares; none issued or outstanding
|
| | ||||||||
|
Common stock $1 par value, authorized
300,000,000 shares; issued 145,101,000 shares; and 126,089,000
and 125,854,000 outstanding at March 30, 2003 and
December 29, 2002
|
145,101 | 145,101 | ||||||||
|
Capital in excess of par value
|
679,921 | 679,929 | ||||||||
|
Unearned compensation
|
(5,190 | ) | (5,890 | ) | ||||||
|
Retained earnings
|
648,595 | 655,066 | ||||||||
|
Accumulated other comprehensive loss
|
(20,211 | ) | (31,865 | ) | ||||||
|
Cost of shares held in treasury
19,261,000 shares at March 30, 2003 and 19,247,000 shares
at December 29, 2002
|
(189,657 | ) | (189,997 | ) | ||||||
|
Total stockholders equity
|
1,258,559 | 1,252,344 | ||||||||
|
Total liabilities and stockholders
equity
|
$ | 2,752,734 | $ | 2,836,239 | ||||||
The accompanying unaudited notes are an integral part of these consolidated financial statements.
3
PERKINELMER, INC. AND SUBSIDIARIES
| Three Months Ended | |||||||||
| March 30, | March 31, | ||||||||
| 2003 | 2002 | ||||||||
| (In thousands) | |||||||||
| (Unaudited) | |||||||||
|
Operating activities:
|
|||||||||
|
Net income (loss)
|
$ | 2,362 | $ | (147,360 | ) | ||||
|
Add net loss from discontinued operations
|
960 | 8,901 | |||||||
|
Add effect of accounting change, net of income
taxes
|
| 117,800 | |||||||
|
Income (loss) from continuing operations
|
3,322 | (20,659 | ) | ||||||
|
Adjustments to reconcile net income (loss) from
continuing operations to net cash provided by (used) in
continuing operations:
|
|||||||||
|
Stock-based compensation
|
700 | 1,203 | |||||||
|
Amortization of debt discount and issuance costs
|
2,354 | 5,216 | |||||||
|
Depreciation and amortization
|
18,801 | 19,192 | |||||||
|
Gains on dispositions and sales of investments,
net
|
(580 | ) | (5,109 | ) | |||||
|
Changes in operating assets and liabilities which
provided (used) cash, excluding effects from companies purchased
and divested:
|
|||||||||
|
Accounts receivable
|
37,342 | 17,527 | |||||||
|
Inventories
|
1,406 | 14,764 | |||||||
|
Accounts payable
|
(14,710 | ) | 1,187 | ||||||
|
Accrued restructuring costs
|
(4,557 | ) | (23,047 | ) | |||||
|
Accrued expenses and other
|
(21,173 | ) | (44,401 | ) | |||||
|
Net cash provided by (used in) operating
activities from continuing operations
|
22,905 | (34,127 | ) | ||||||
|
Net cash provided by operating activities from
discontinued operations
|
1,164 | 3,039 | |||||||
|
Net cash provided by (used in) operating
activities
|
24,069 | (31,088 | ) | ||||||
|
Investing activities:
|
|||||||||
|
Cash withdrawn from escrow to repay debt
|
32,509 | | |||||||
|
Capital expenditures
|
(3,461 | ) | (16,525 | ) | |||||
|
Proceeds from dispositions of property, plant and
equipment, net
|
| 19,455 | |||||||
|
Settlement of disposition of businesses, net
|
(575 | ) | (2,397 | ) | |||||
|
Proceeds (cost) of acquisitions, net of cash
acquired
|
2,126 | (17,480 | ) | ||||||
|
Proceeds from sale of investments
|
| 1,709 | |||||||
|
Net cash provided by (used in) investing
activities from continuing operations
|
30,599 | (15,238 | ) | ||||||
|
Net cash used in investing activities from
discontinued operations
|
| (3,570 | ) | ||||||
|
Net cash provided by (used in) investing
activities
|
30,599 | (18,808 | ) | ||||||
|
Financing activities:
|
|||||||||
|
Payment of debt issuance costs
|
(1,356 | ) | | ||||||
|
Prepayment of zero coupon convertible notes
|
(32,509 | ) | | ||||||
|
Prepayment of term loan debt
|
(15,000 | ) | | ||||||
|
Prepayment of short-term debt
|
| (123,683 | ) | ||||||
|
Increase in commercial paper borrowings
|
| 219,000 | |||||||
|
Increase (decrease) in other credit facilities
|
211 | (4,996 | ) | ||||||
|
Proceeds from issuance of common stock
|
| 6,674 | |||||||
|
Purchases of common stock
|
| (5,804 | ) | ||||||
|
Cash dividends
|
(8,833 | ) | (8,793 | ) | |||||
|
Net cash (used in) provided by financing
activities
|
(57,487 | ) | 82,398 | ||||||
|
Effect of exchange rate changes on cash and cash
equivalents
|
1,981 | (311 | ) | ||||||
|
Net (decrease) increase in cash and cash
equivalents
|
(838 | ) | 32,191 | ||||||
|
Cash and cash equivalents at beginning of period
|
130,615 | 138,250 | |||||||
|
Cash and cash equivalents at end of period
|
$ | 129,777 | $ | 170,441 | |||||
The accompanying unaudited notes are an integral part of these consolidated financial statements.
4
PERKINELMER, INC. AND SUBSIDIARIES
(1) Basis of Presentation
The consolidated financial statements included herein have been prepared by PerkinElmer, Inc. (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information in footnote disclosures normally included in financial statements has been condensed or omitted in accordance with the rules and regulations of the SEC. These statements should be read in conjunction with the Companys Annual Report for the fiscal year ended December 29, 2002, filed on Form 10-K with the SEC (the 2002 Form 10-K). The balance sheet amounts at December 29, 2002 in this report were extracted from the Companys audited 2002 financial statements included in the 2002 Form 10-K. Certain prior period amounts have been reclassified to conform to the current-year financial statement presentation. The information reflects all adjustments that, in the opinion of management, are necessary to present fairly the Companys results of operations, financial position and cash flows for the periods indicated. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for the three months ended March 30, 2003 and March 31, 2002 are not necessarily indicative of the results for the entire fiscal year.
(2) Gains on Dispositions
During the first quarter of 2003, the Company recognized a $0.3 million net gain from the sale of a building, and a previously deferred $0.3 million gain from the sale of a business. During the first quarter of 2002, the Company sold three buildings that resulted in a net gain of $4.4 million on proceeds received of approximately $19.5 million and recognized $0.8 million in gains from a sale that was previously deferred.
(3) Restructuring Charges
As discussed more fully in the Companys 2002 Form 10-K, the Company has undertaken a series of restructuring actions. The principal actions associated with these plans related to a workforce reduction and overhead reductions resulting from continued reorganization activities, including the closure of certain manufacturing and selling facilities. Details of these plans are discussed more fully in the Companys 2002 Form 10-K.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the components of the Companys restructuring plans and related accrual activity recorded for the quarter ended March 30, 2003.
| Abandonment | |||||||||||||||||||||
| of Excess | Total Cash | Asset | |||||||||||||||||||
| Severance | Facilities | Charges | Writedown | Total | |||||||||||||||||
| (In thousands) | |||||||||||||||||||||
|
2001 Restructuring Plans
|
|||||||||||||||||||||
|
Balance at December 29, 2002
|
$ | 3,975 | $ | 100 | $ | 4,075 | $ | | $ | 4,075 | |||||||||||
|
Amounts paid or incurred
|
(1,274 | ) | (47 | ) | (1,321 | ) | (54 | ) | (1,375 | ) | |||||||||||
|
Changes in estimates
|
(645 | ) | | (645 | ) | | (645 | ) | |||||||||||||
|
Balance at March 30, 2003
|
2,056 | 53 | 2,109 | (54 | ) | 2,055 | |||||||||||||||
|
2002 Restructuring Plans
|
|||||||||||||||||||||