EXHIBIT 99.1
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NEWS RELEASE
30 Penhallow Street
Portsmouth, NH 03801
(603) 433-6131
(800) 327-9970
Contact: | | Adam S. Taich |
| | Director of Investor Relations |
Phone: | | (603) 334-1415 |
(For Immediate Release)
Apogent Reports First Quarter Results
PORTSMOUTH, N.H. (January 21, 2004): Apogent Technologies Inc. (NYSE: AOT), a leading manufacturer of clinical diagnostic and life science research products, today reported financial results for the first quarter ended December 31, 2003.
During the first quarter, Apogent completed the restructuring activities announced in January 2003. There were special charges associated with these consolidation activities. In addition, a charge related to the Company’s previously announced debt restructuring was incurred during the quarter. To ensure clarity of understanding, we have presented comparative operating results throughout this release both before and after the effects of these special items. For a reconciliation of the adjusted results to U.S. GAAP, please refer to the table on page 2 of this release and to Exhibits 4 and 5.
Excluding special items, adjusted income and diluted earnings per share from continuing operations for the first quarter of fiscal 2004 were $31.4 million and $0.34, respectively. This compares to adjusted income and diluted earnings per share from continuing operations, excluding special items of $28.8 million and $0.27, respectively, for the first quarter of fiscal 2003. Including the impact of the special items, on a U.S. GAAP basis, income and diluted earnings per share from continuing operations for the first quarter were $28.5 million and $0.31, respectively. These results compare with income and diluted earnings per share from continuing operations for the first quarter of fiscal 2003 of $28.8 million and $0.27, respectively.
Commenting on the financial results of the Company, Frank H. Jellinek, Jr., President and Chief Executive Officer of Apogent, said: “I am pleased to report that we are off to a good start for fiscal 2004. We are confident in our ability to grow our business both organically, as well as through acquisitions. The Company posted sales growth of 8.1% for the quarter. We achieved impressive organic sales growth of 6.6% in our Clinical Group, and improved organic growth of 1.7% in our Research Group. Within the Clinical
January 21, 2004
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Group, we saw particular strength in our immunodiagnostics and microbiology businesses. Growth in the Research Group was driven by low double-digit growth in some our life science consumable products. As outlined during our year-end conference call, we are continuing to pursue improvements in profitability through facility consolidations and other efficiency opportunities. The results for the quarter are in line with our expectations, and we continue to feel confident about the execution of our plans for this year and beyond.”
Reconciliation of Income from Continuing Operations
| | Three Months Ended December 31, (in thousands, except per share data)
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| | 2003
| | 2002
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U.S GAAP | | | | | | |
Income from continuing operations | | $ | 28,464 | | $ | 28,815 |
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Diluted earnings per common share from continuing operations | | $ | 0.31 | | $ | 0.27 |
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Adjusted | | | | | | |
Restructuring charges and asset impairments, net of tax | | $ | 2,873 | | | — |
Loss on the extinguishment of debt, net of tax | | | 108 | | | — |
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Adjusted income from continuing operations | | $ | 31,445 | | $ | 28,815 |
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Adjusted diluted earnings per common share from continuing operations | | $ | 0.34 | | $ | 0.27 |
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Weighted average diluted shares outstanding | | | 92,039 | | | 107,010 |
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January 21, 2004
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Net sales for the first quarter were $278.6 million, compared with $257.8 million in the same period last year, an increase of 8.1%.
Quarterly comparisons of net sales by business segment are as follows:
| | Three Months Ended December 31, (in thousands)
| | | | | | |
Business Segment
| | 2003
| | 2002
| | Growth
| | | Internal Growth
| |
Clinical Group | | $ | 129,706 | | $ | 119,414 | | 8.6 | % | | 6.6 | % |
Research Group | | | 148,936 | | | 138,384 | | 7.6 | % | | 1.7 | % |
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Total | | $ | 278,642 | | $ | 257,798 | | 8.1 | %1 | | 3.9 | % |
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Apogent’s net sales for the quarter by geographic area were as follows:
| | Three Months Ended December 31, (in thousands)
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Geographic Area
| | 2003
| | 2002
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North America | | $ | 198,109 | | $ | 190,229 |
Europe | | | 53,861 | | | 46,476 |
Asia | | | 18,989 | | | 15,042 |
Other | | | 7,683 | | | 6,051 |
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Total | | $ | 278,642 | | $ | 257,798 |
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DETAILED FINANCIAL RESULTS
Please refer to the financial statements at the end of this press release when reviewing the following financial information. As noted previously, the following has been adjusted for special items. Please refer to Exhibits 4 and 5 for a reconciliation to U.S. GAAP.
Adjusted gross profit for the first quarter of fiscal 2004 was $130.7 million, versus $124.8 million for the same period last year. Adjusted gross margin was 46.9% in the first quarter of this year versus 48.4% in the first quarter of fiscal 2003. The adjustment for special items was $0.1 million for the three months ended December 31, 2003. Accordingly, without this adjustment, gross profit and margin were $130.5 million and 46.8% for the first quarter of fiscal 2004 compared with gross profit and margin of $124.8 million and 48.4% for the first quarter of fiscal 2003.
1 | Please refer to Exhibit 6 for a breakdown of net sales growth for the three months ended December 31, 2003. |
January 21, 2004
Page 4 of 13
Adjusted selling, general and administrative expenses for the first quarter of fiscal 2004 were $71.7 million, versus $68.6 million for the same period last year. The adjustment for special items was $4.4 million for the three months ended December 31, 2003. Accordingly, without this adjustment, selling, general and administrative expenses were $76.1 million for the first quarter of fiscal 2004 compared with $68.6 million for the first quarter of fiscal 2003.
Adjusted operating income for the first quarter of 2004 was $59.0 million, compared with $56.2 million for the same period last year, an increase of 5.0%. Without the adjustments, operating income was $54.4 million for the first quarter of fiscal 2004, compared with $56.2 million for the first quarter of fiscal 2003.
Adjusted earnings before interest, taxes, depreciation and amortization from continuing operations (Adjusted EBITDA) was $74.8 million for the three months ended December 31, 2003, compared to $71.2 million for the same period in 2002. Net income was $28.5 for the three months ended December 31, 2003, compared to $28.7 million for the same period in 2002.
The Company has included information concerning Adjusted EBITDA because management believes that some investors use Adjusted EBITDA as a measure of a company’s historical ability to service its debt. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as an indicator of Apogent’s operating performance or cash flows as a measure of liquidity. Adjusted EBITDA has not been prepared in accordance with generally accepted accounting principles (GAAP). Adjusted EBITDA, as presented by Apogent, may not be comparable to similarly titled measures reported by other companies.Certain other non-GAAP financial measures (i.e., adjusted gross profit, adjusted gross margin, and adjusted operating income) have been provided in order to provide consistency with the format of presentation previously made to the investing public.
Inventory was $211.5 million at the end of the first quarter. Inventory turns for the quarter were 2.6, compared with 2.6 for the fourth quarter of fiscal 2003. Accounts receivable at the end of the quarter were $172.1 million. Days sales outstanding in the first quarter were 56 days compared with 55 days for the fourth quarter of fiscal 2003.
SPECIAL ITEMS
Restructuring expenses during the three months ended December 31, 2003 were $4.6 million. These charges were primarily related to costs associated with the consolidation of facilities and discontinuance of certain product lines. These charges represent the completion of the restructuring activities announced in the first quarter press release from fiscal 2003.
January 21, 2004
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BOND OFFERING
As previously announced in December, 2003, Apogent sold $345 million of floating rate senior convertible contingent debt securitiesSM (CODESSM) due 2033 in a private placement. The convertible securities bear interest at a floating rate equal to 3-month LIBOR minus 125 basis points (but not less than 0% per annum), payable in cash.
SHARE REPURCHASES
During the first quarter of fiscal 2004, the Company repurchased approximately 4.8 million shares of common stock at an average cost of $22.98 per share.
As of the end of the first quarter, the number of shares outstanding was approximately 87.5 million.
In accordance with prior Board authorizations, the Company is authorized to repurchase an additional 6.8 million shares through September 30, 2005. The Company will consider repurchasing shares on an opportunistic basis.
ACQUISITIONS AND DIVESTITURES
On January 8, 2004, Apogent acquired certain histology-related product lines of PERK Scientific. These assets are being integrated operationally with Richard-Allan Scientific Company in Kalamazoo, Michigan. Net sales from this acquisition for the first full year are expected to approximate $2.0 million.
GUIDANCE FOR THE BALANCE OF THE YEAR
Guidance for the balance of the year remains unchanged. The fiscal year range has been updated to reflect the Company’s performance for the first quarter.
Reporting Period | | EPS ($)
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First Quarter | | $ | 0.34 (actual)2 |
Second Quarter | | | 0.38-0.42 |
Third Quarter | | | 0.39-0.43 |
Fourth Quarter | | | 0.41-0.45 |
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Fiscal Year 2004 | | $ | 1.52-$1.64 |
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2 | Amount represents adjusted earnings per share. Please refer to Exhibit 4 for a reconciliation to U.S. GAAP earnings per share. |
January 21, 2004
Page 6 of 13
CONFERENCE CALL
On Thursday, January 22, 2004, at 11:00 a.m. EST, Apogent will host a conference call to discuss its first quarter financial results for the period ended December 31, 2003. The dial-in numbers for the teleconference are:
Domestic Callers | | (888) 243-0811 |
International Callers | | (703) 736-7292 |
The conference call will be simultaneously audio web cast in the Investor Relations section of Apogent’s website at www.apogent.com and will be available there until February 22, 2003.
A telephone replay of the call will be available until 1:00 p.m. EST on Saturday, January 24, 2004. The telephone replay numbers are (888) 836-6074 (Domestic Callers) or (703) 925-2505. (International Callers), passcode 358124.
INVESTOR RELATIONS EVENTS
Meeting
| | Details
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Lehman Brothers Healthcare Conference | | March 3-5, 2004 Miami, FL |
Baird Growth Stock Conference | | May 4-6, 2004 Chicago, IL |
Bank of America Healthcare Conference | | May 19-21, 2004 Las Vegas, NV |
For further information on upcoming investor events, including copies of the written presentation materials from investor conferences and web cast information, please visit the Investor Relations section of Apogent’s website.
UPCOMING COMPANY TRADE SHOW EXHIBITS
Show
| | Details
|
LabAutomation | | February 2-4, 2004 San Jose, CA |
Pittcon | | March 8-11, 2004 Chicago, IL |
Clinical Laboratory Management Association | | March 27-30, 2004 Atlanta, GA |
For further information on industry trade shows that Apogent’s subsidiaries attend, please visit Apogent’s website.
ABOUT APOGENT
Apogent is a diversified worldwide leader in the design, manufacture, and sale of laboratory and life science products essential for healthcare diagnostics and scientific research. Apogent’s companies are divided into two business segments for financial reporting purposes: the Clinical Group and the Research Group.
January 21, 2004
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FORWARD-LOOKING STATEMENTS
Statements made in this press release regarding future matters are forward-looking statements that involve risks and uncertainties. Forward-looking statements, including those dealing with competitors, customers, acquisitions, sales, profit margins, product development, financial performance, stock repurchase intentions, and growth strategies, are based on current expectations. Our actual results may differ materially from those presently anticipated. Factors that could cause actual results to differ materially include, among others: increased borrowing rates; the inability to buy back shares at acceptable prices; financial risks associated with our holding company structure; currency and other risks associated with our international operations; risks from rapid technological change and new product introductions; the cyclical nature of some of the industries and markets into which we sell our products; changes in customer purchasing patterns; competitive factors; challenges associated with acquisitions; the possibility of future restructuring or impairment charges against our reported earnings; our dependence upon key distributors and original equipment manufacturers; possible disruption of our manufacturing operations from labor unrest, shortages of critical materials or other causes; timing of product launches and other factors that may impact the success of new product introductions; unanticipated costs or other factors that could adversely impact our cost-cutting efforts; regulatory and litigation risks; and the other “Cautionary Factors” contained in Item 7 of the Company’s most recent Form 10-K and our subsequent reports filed with the Securities and Exchange Commission from time to time. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
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January 21, 2004
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Exhibit 1
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands except share and per share data)
(unaudited)
| | December 31, 2003
| | | September 30, 2003
| |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 12,996 | | | $ | 18,505 | |
Marketable securites—available for sale | | | 15,169 | | | | 17,625 | |
Accounts receivable (less allowance for doubtful accounts of $3,941 and $4,286 respectively) | | | 172,136 | | | | 179,523 | |
Inventories | | | 211,484 | | | | 206,549 | |
Deferred income taxes | | | 15,308 | | | | 15,308 | |
Prepaid expenses and other current assets | | | 18,798 | | | | 16,518 | |
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Total current assets | | | 445,891 | | | | 454,028 | |
Property, plant and equipment, net | | | 278,789 | | | | 282,752 | |
Intangible assets, net | | | 177,802 | | | | 179,492 | |
Goodwill | | | 1,009,072 | | | | 999,243 | |
Other assets | | | 41,266 | | | | 34,476 | |
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Total assets | | $ | 1,952,820 | | | $ | 1,949,991 | |
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Liabilities and Shareholders’ Equity | | | | | | | | |
Current liabilities: | | | | | | | | |
Short-term debt and overdrafts | | $ | 12,001 | | | $ | 12,801 | |
Current portion of long-term debt | | | 2,259 | | | | 2,281 | |
Accounts payable | | | 40,484 | | | | 50,220 | |
Income taxes payable | | | 25,873 | | | | 20,053 | |
Accrued payroll and employee benefits | | | 32,470 | | | | 34,484 | |
Accrued interest expense | | | 3,646 | | | | 8,844 | |
Restructuring reserve | | | 3,640 | | | | 1,758 | |
Other current liabilities | | | 35,614 | | | | 38,883 | |
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Total current liabilities | | | 155,987 | | | | 169,324 | |
Long-term debt, less current portion | | | 962,444 | | | | 891,989 | |
Deferred income taxes | | | 143,183 | | | | 137,683 | |
Other liabilities | | | 27,881 | | | | 26,948 | |
Commitments and contingent liabilities | | | — | | | | — | |
Shareholders’ equity: | | | | | | | | |
Preferred stock, $0.01 par value; authorized 20,000,000 shares | | | — | | | | — | |
Common stock, $0.01 par value; authorized 250,000,000 shares; issued 107,057,865 shares; outstanding and 87,534,709 92,013,345 shares respectively | | | 1,071 | | | | 1,071 | |
Equity rights, 50 rights at $1.09 per right | | | — | | | | — | |
Additional paid-in capital | | | 269,010 | | | | 270,119 | |
Retained earnings | | | 765,550 | | | | 737,045 | |
Accumulated other comprehensive income (loss) | | | 12,640 | | | | (3,127 | ) |
Treasury common stock, 19,523,156 and 15,044,521 shares at cost | | | (384,946 | ) | | | (281,061 | ) |
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Total shareholders’ equity | | | 663,325 | | | | 724,047 | |
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Total liabilities and shareholders’ equity | | $ | 1,952,820 | | | $ | 1,949,991 | |
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January 21, 2004
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Exhibit 2
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
| | Three Months Ended December 31, | |
| | 2003
| | | 2002
| |
Net sales | | $ | 278,642 | | | $ | 257,798 | |
Cost of sales: | | | | | | | | |
Cost of products sold | | | 147,988 | | | | 132,957 | |
Restructuring charges | | | 145 | | | | — | |
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Total cost of sales | | | 148,133 | | | | 132,957 | |
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Gross profit | | | 130,509 | | | | 124,841 | |
Selling, general and administrative expenses | | | 71,656 | | | | 68,630 | |
Restructuring charges and asset impairments | | | 4,415 | | | | — | |
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Total selling, general and administrative expenses | | | 76,071 | | | | 68,630 | |
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Operating income | | | 54,438 | | | | 56,211 | |
Other income (expense): | | | | | | | | |
Interest expense, net | | | (8,824 | ) | | | (10,411 | ) |
Amortization of deferred financing fees | | | (1,323 | ) | | | (912 | ) |
Loss on extinguishment of debt | | | (171 | ) | | | — | |
Other, net | | | 355 | | | | 491 | |
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Income from continuing operations before income taxes | | | 44,475 | | | | 45,379 | |
Income taxes | | | 16,011 | | | | 16,564 | |
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Income from continuing operations | | | 28,464 | | | | 28,815 | |
Discontinued operations, net of income tax benefit | | | 41 | | | | (82 | ) |
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Net income | | $ | 28,505 | | | $ | 28,733 | |
Basic earnings per common share from continuing operations | | $ | 0.31 | | | $ | 0.27 | |
Discontinued operations | | | 0.00 | | | | (0.00 | ) |
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Basic earnings per common share | | $ | 0.31 | | | $ | 0.27 | |
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Diluted earnings per common share from continuing operations | | $ | 0.31 | | | $ | 0.27 | |
Discontinued operations | | $ | 0.00 | | | | (0.00 | ) |
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Diluted earnings per common share | | $ | 0.31 | | | $ | 0.27 | |
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Weighted average basic shares outstanding | | | 90,729 | | | | 105,719 | |
Weighted average diluted shares outstanding | | | 92,039 | | | | 107,010 | |
January 21, 2004
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Exhibit 3
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| | Three months ended December 31, | |
| | 2003
| | | 2002
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Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 28,505 | | | $ | 28,735 | |
Adjustments to reconcile net income to net cash provided by operating activities | | | | | | | | |
Discontinued operations | | | (41 | ) | | | 82 | |
Depreciation | | | 11,584 | | | | 10,604 | |
Amortization | | | 5,223 | | | | 4,848 | |
Gain on sale of property plant and equipment | | | 25 | | | | (36 | ) |
Asset impairments | | | 1,969 | | | | — | |
Loss on extinguishment of debt and settlement of securities lending | | | 171 | | | | — | |
Deferred income taxes | | | 5,500 | | | | — | |
Changes in assets and liabilities, net of effects of businesses acquired: | | | | | | | | |
Decrease in accounts receivable | | | 9,634 | | | | 16,657 | |
Increase in inventories | | | (1,915 | ) | | | (12,784 | ) |
Increase (decrease) in prepaid expenses and other current assets | | | (1,965 | ) | | | 634 | |
Decrease in accounts payable | | | (10,349 | ) | | | (7,067 | ) |
Increase (decrease) in income taxes payable | | | 4,045 | | | | (3,384 | ) |
Decrease in accrued payroll and employee benefits | | | (2,465 | ) | | | (3,780 | ) |
Decrease in accrued interest expense | | | (5,198 | ) | | | (8,443 | ) |
Increase (decrease) in restructuring reserve | | | 1,882 | | | | (451 | ) |
Increase (decrease) in other current liabilities | | | (1,048 | ) | | | 2,753 | |
Net change in other assets and liabilities | | | (4,429 | ) | | | (1,105 | ) |
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Net cash provided by operating activities | | | 41,128 | | | | 27,263 | |
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Cash flows from investing activities: | | | | | | | | |
Capital expenditures | | | (5,486 | ) | | | (9,897 | ) |
Proceeds from sales of property, plant and equipment | | | 1,967 | | | | 254 | |
Net payments for businesses acquired | | | (856 | ) | | | (20,834 | ) |
Other investing activities | | | 2,000 | | | | 2,070 | |
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Net cash used in investing activities | | | (2,375 | ) | | | (28,407 | ) |
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Cash flows from financing activities: | | | | | | | | |
Proceeds from revolving credit facility | | | 144,200 | | | | 117,800 | |
Principal payments on revolving credit facility | | | (417,506 | ) | | | (102,100 | ) |
Proceeds from long-term debt | | | 345,000 | | | | — | |
Principal payments on long-term debt | | | — | | | | 1,734 | |
Proceeds from the exercise of stock options | | | 3,523 | | | | — | |
Purchase of treasury stock | | | (109,542 | ) | | | (19,730 | ) |
Financing fees paid | | | (9,797 | ) | | | — | |
Premium paid on extinguishment of debt and settlement of securities lending | | | (171 | ) | | | | |
Other financing activities | | | — | | | | (1,941 | ) |
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Net cash used in financing activities | | | (44,293 | ) | | | (4,237 | ) |
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Effect of exchange rate changes on cash and cash equivalents | | | 31 | | | | 4,809 | |
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Net increase in cash and cash equivalents | | | (5,509 | ) | | | (572 | ) |
Cash and cash equivalents at beginning of period | | | 18,505 | | | | 16,327 | |
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Cash and cash equivalents at end of period | | $ | 12,996 | | | $ | 15,755 | |
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January 21, 2004
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Exhibit 4
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
Adjusted Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
| | Three months ended December 31, 2003
| | | Three months ended December 31, 2002
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| | US GAAP Results
| | | Adjustments (B)
| | | Adjusted Results (A)
| | | US GAAP Results
| | | Adjustments (B)
| | Adjusted Results (A)
| |
Net sales | | $ | 278,642 | | | $ | — | | | $ | 278,642 | | | $ | 257,798 | | | $ | — | | $ | 257,798 | |
Cost of sales | | | 147,988 | | | | — | | | | 147,988 | | | | 132,957 | | | | — | | | 132,957 | |
Restructuring charge | | | 145 | | | | (145 | ) | | | — | | | | — | | | | — | | | — | |
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Total cost of sales | | | 148,133 | | | | (145 | ) | | | 147,988 | | | | 132,957 | | | | — | | | 132,957 | |
Gross profit | | | 130,509 | | | | 145 | | | | 130,654 | | | | 124,841 | | | | — | | | 124,841 | |
Selling, general and administrative expenses | | | 71,656 | | | | — | | | | 71,656 | | | | 68,630 | | | | — | | | 68,630 | |
Restructuring charges and asset impairments | | | 4,415 | | | | (4,415 | ) | | | — | | | | — | | | | — | | | — | |
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Total selling, general and administrative expenses | | | 76,071 | | | | (4,415 | ) | | | 71,656 | | | | 68,630 | | | | — | | | 68,630 | |
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Operating income | | | 54,438 | | | | 4,560 | | | | 58,998 | | | | 56,211 | | | | — | | | 56,211 | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | (8,824 | ) | | | — | | | | (8,824 | ) | | | (10,411 | ) | | | — | | | (10,411 | ) |
Amortization of deferred financing fees | | | (1,323 | ) | | | — | | | | (1,323 | ) | | | (912 | ) | | | — | | | (912 | ) |
Loss on the extinguishment of debt | | | (171 | ) | | | 171 | | | | — | | | | — | | | | | | | | |
Other, net | | | 355 | | | | — | | | | 355 | | | | 491 | | | | — | | | 491 | |
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Income from continuing operations before income taxes | | | 44,475 | | | | 4,731 | | | | 49,206 | | | | 45,379 | | | | — | | | 45,379 | |
Income taxes | | | 16,011 | | | | 1,750 | (C) | | | 17,761 | | | | 16,564 | | | | — | | | 16,564 | |
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Income from continuing operations | | | 28,464 | | | | 2,981 | | | | 31,445 | | | | 28,815 | | | | — | | | 28,815 | |
Discontinued operations, net of income tax benefit | | | 41 | | | | | | | | 41 | | | | (82 | ) | | | — | | | (82 | ) |
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Net income | | $ | 28,505 | | | $ | 2,981 | | | $ | 31,486 | | | $ | 28,733 | | | $ | — | | $ | 28,733 | |
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Basic earnings per common share from continuing operations | | $ | 0.31 | | | | | | | $ | 0.35 | | | $ | 0.27 | | | | | | $ | 0.27 | |
Discontinued operations | | | 0.00 | | | | | | | | 0.00 | | | | (0.00 | ) | | | | | | (0.00 | ) |
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Basic earnings per common share | | $ | 0.31 | | | | | | | $ | 0.35 | | | $ | 0.27 | | | | | | $ | 0.27 | |
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Diluted earnings per common share from continuing operations | | $ | 0.31 | | | | | | | $ | 0.34 | | | $ | 0.27 | | | | | | $ | 0.27 | |
Discontinued operations | | $ | 0.00 | | | | | | | $ | 0.00 | | | $ | (0.00 | ) | | | | | $ | (0.00 | ) |
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Diluted earnings per common share | | $ | 0.31 | | | | | | | $ | 0.34 | | | $ | 0.27 | | | | | | $ | 0.27 | |
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Weighted average basic shares outstanding | | | 90,729 | | | | | | | | 90,729 | | | | 105,719 | | | | | | | 105,719 | |
Weighted average diluted shares outstanding | | | 92,039 | | | | | | | | 92,039 | | | | 107,010 | | | | | | | 107,010 | |
(A) | These Adjusted Consolidated Statements of Operations are for informational purposes only and are not in accordance with U.S. generally accepted accounting principles (GAAP). These statements exclude the impact of the special items. |
(B) | Reflects the impact of restructuring charges, asset impairments and loss on extinguishment of debt. |
(C) | The tax rate used for adjustments is based on the tax rate in the jurisdiction in which the income or expense arose. |
January 21, 2004
Page 12 of 13
Exhibit 5
Calculation of Adjusted EBITDA
(historical amounts have been restated to reflect discontinued operations)
(unaudited)
| | Three Months Ended December 31, | |
| | 2003
| | | 2002
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Net income | | $ | 28,505 | | | $ | 28,733 | |
Less: Discontinued operations | | | 41 | | | | (82 | ) |
Loss on the extinguishment of debt | | | (171 | ) | | | — | |
Restructuring charges and asset impairments | | | (4,560 | ) | | | — | |
Income Taxes | | | 16,011 | | | | 16,564 | |
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Adjusted Income from continuing operations before income taxes | | | 49,206 | | | | 45,379 | |
Interest expense | | | 8,824 | | | | 10,411 | |
Depreciation | | | 11,584 | | | | 10,604 | |
Amortization | | | 5,223 | | | | 4,848 | |
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Adjusted EBITDA | | $ | 74,837 | | | $ | 71,242 | |
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January 21, 2004
Page 13 of 13
Exhibit 6
| | Three Months Ended December 31, 2003
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| | (unaudited) | |
Components of Net Sales Growth | | | |
Internal growth | | 3.9 | % |
Acquisitions and base period adjustments | | 1.5 | % |
Foreign exchange | | 2.7 | % |
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Total sales growth | | 8.1 | % |
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