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Apogent Reports First Quarter Results.


Business Editors/Health/Medical Writers

PORTSMOUTH Portsmouth, city, England
Portsmouth, city (1991 pop. 174,218) and district, Hampshire, S England, on Spithead Channel. The district includes Portsea (naval station), Southsea (residential district and resort), and the old town of Portsmouth proper.
, N.H.--(BUSINESS WIRE)--Jan. 21, 2004

Apogent Technologies Inc. (NYSE NYSE

See: New York Stock Exchange
: AOT AOT Agency of Transportation (Vermont, USA)
AOT Ahead-of-Time
AOT Assisted Outpatient Treatment
AOT Aerosol Optical Thickness
AOT All of Them (band)
AOT As Opposed To
AOT Among Other Things
), a leading manufacturer of clinical diagnostic and life science research products, today reported financial results for the first quarter ended December December: see month.  31, 2003.

During the first quarter, Apogent completed the restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics).  activities announced in January January: see month.  2003. There were special charges associated with these consolidation activities. In addition, a charge related to the Company's previously announced debt restructuring Debt Restructuring

A method used by companies with outstanding debt obligations to alter the terms of the debt agreements in order to achieve some advantage.

Notes:
 was incurred during the quarter. To ensure clarity Clarity is the property of being clear or transparent.

Clarity can refer to one's ability to clearly visualize an object or concept, as in thought, understanding, and the "mind's eye", as well as the traditional notion of visual perception, that is, with the
 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 GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (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 diluted earnings per share

An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of
 from continuing operations continuing operations

Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the
 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 Jellinek is a surname and may refer to:
  • Adolf Jellinek (Adolph Jellinek) (1821 Czech - 1893), an Austrian rabbi and scholar.
  • E. Morton Jellinek (1890-1963) a psychologist and researcher into alcoholism.
, 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 Group, we saw particular strength in our immunodiagnostics Immunodiagnostics is a diagnostic methodology that uses an antigen-antibody reaction as their primary means of detection. The concept of using immunology as a diagnostic tool was introduced in 1960 as a test for serum insuline.  and microbiology microbiology: see biology.
microbiology

Scientific study of microorganisms, a diverse group of simple life-forms including protozoans, algae, molds, bacteria, and viruses.
 businesses. Growth in the Research Group was driven by low double-digit dou·ble-dig·it
adj.
Being between 10 and 99 percent: double-digit inflation. 
 growth in some our life science consumable A material that is used up and needs continuous replenishment, such as paper and toner. "The low-tech end of the high-tech field!"  products. As outlined during our year-end year-end also year·end
n.
The end of a year.

adj.
Occurring or done at the end of the year: a year-end audit.

Noun 1.
 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)
                                                      2003     2002
----------------------------------------------------------------------

U.S GAAP
Income from continuing operations                    $28,464  $28,815
----------------------------------------------------------------------

Diluted earnings per common share from
 continuing operations                                 $0.31    $0.27
======================================================================

Adjusted
Restructuring charges and asset impairments,
 net of tax                                           $2,873       --

Loss on the extinguishment of debt, net of tax           108       --
----------------------------------------------------------------------

Adjusted income from continuing operations           $31,445  $28,815
----------------------------------------------------------------------
Adjusted diluted earnings per common share from
 continuing operations                                 $0.34    $0.27
----------------------------------------------------------------------
Weighted average diluted shares outstanding           92,039  107,010
======================================================================


Net sales Net Sales

The amount a seller receives from the buyer after costs associated with the sale are deducted.

Notes:
This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight
 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)
                                                              Internal
Business Segment                    2003     2002     Growth   Growth
----------------------------------------------------------------------

Clinical Group                    $129,706  $119,414   8.6%     6.6%
Research Group                     148,936   138,384   7.6%     1.7%
----------------------------------------------------------------------
                Total             $278,642  $257,798   8.1%(1)  3.9%
======================================================================

(1) Please refer to Exhibit 6 for a breakdown of net sales growth
    for the three months ended December 31, 2003.


Apogent's net sales for the quarter by geographic area were as
follows:
                                                    Three Months Ended
                                                       December 31,
                                                     (in thousands)
Geographic Area                                       2003     2002
----------------------------------------------------------------------
North America                                       $198,109 $190,229
Europe                                                53,861   46,476
Asia                                                  18,989   15,042
Other                                                  7,683    6,051
----------------------------------------------------------------------
                       Total                        $278,642 $257,798
======================================================================


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.

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 Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 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 Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
:EBITDA = Operating Revenue – Operating Expenses + Other Revenue
 from continuing operations (Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become ) 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 Indicator

Anything used to predict future financial or economic trends.

Notes:
In the context of technical analysis, an indicator is a mathematical calculation based on a securities price and/or volume. The result is used to predict future prices.
 of Apogent's operating performance or cash flows as a measure of liquidity. Adjusted EBITDA has not been prepared in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
 (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 Consistency can refer to:
  • Consistency proof, in mathematics, logic, and theoretical physics
  • Consistency (statistics), a property of estimators and estimation
 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 accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying  at the end of the quarter were $172.1 million. Days sales outstanding In accountancy, Days Sales Outstanding is a company's average collection period. A low figure indicates that the company collects its outstanding receivables quickly. Typically it is looked at either quarterly or yearly (90 or 365 days).  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 Cessation; ending; giving up. The discontinuance of a lawsuit, also known as a dismissal or a non-suit, is the voluntary or involuntary termination of an action.


DISCONTINUANCE, pleading. A chasm or interruption in the pleading.
     2.
 of certain product lines. These charges represent the completion of the restructuring activities announced in the first quarter press release from fiscal 2003.

BOND OFFERING

As previously announced in December, 2003, Apogent sold $345 million of floating rate senior convertible contingent Fortuitous; dependent upon the possible occurrence of a future event, the existence of which is not assured.

The word contingent denotes that there is no present interest or right but only a conditional one which will become effective upon the happening of the
 debt securities(SM) (CODES(SM)) due 2033 in a private placement. The convertible securities bear interest at a floating rate equal to 3-month LIBOR LIBOR

See: London Interbank Offered Rate


LIBOR

See London interbank offered rate (LIBOR).
 minus 125 basis points (but not less than 0% per annum Per annum

Yearly.
), payable in cash.

SHARE REPURCHASES Share Repurchase

A program by which a company buys back its own shares from the marketplace, reducing the number of outstanding shares. This is usually an indication that the company's management thinks the shares are undervalued.
 

During the first quarter of fiscal 2004, the Company repurchased approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 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 au·thor·ize  
tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es
1. To grant authority or power to.

2. To give permission for; sanction:
 to repurchase re·pur·chase  
tr.v. re·pur·chased, re·pur·chas·ing, re·pur·chas·es
To buy (something) again.

n.
The act of buying something that one previously sold or owned.

Noun 1.
 an additional 6.8 million shares through September September: see month.  30, 2005. The Company will consider repurchasing shares on an opportunistic opportunistic /op·por·tu·nis·tic/ (op?er-tldbomacn-is´tik)
1. denoting a microorganism which does not ordinarily cause disease but becomes pathogenic under certain circumstances.

2.
 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 “Kalamazoo” redirects here. For other uses, see Kalamazoo (disambiguation).
Kalamazoo is the largest city in the southwest region of the U.S. state of Michigan. As of the 2000 census, the city had a total population of 77,145.
. Net sales from this acquisition for the first full year are expected to approximate ap·prox·i·mate
v.
To bring together, as cut edges of tissue.

adj.
1. Relating to the contact surfaces, either proximal or distal, of two adjacent teeth; proximate.

2. Close together.
 $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 ($)
----------------------------------------------------------------------

First Quarter                                       $0.34 (actual)(2)
Second Quarter                                       0.38 - 0.42
Third Quarter                                        0.39 - 0.43
Fourth Quarter                                       0.41 - 0.45
----------------------------------------------------------------------
                    Fiscal Year 2004               $1.52 - $1.64
======================================================================

(2) Amount represents adjusted earnings per share. Please refer to
    Exhibit 4 for a reconciliation to U.S. GAAP earnings per share.


CONFERENCE CALL

On Thursday Thursday: see week. , January 22, 2004, at 11:00 a.m. EST EST electroshock therapy.

EST
abbr.
electroshock therapy
, 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 si·mul·ta·ne·ous  
adj.
1. Happening, existing, or done at the same time. See Synonyms at contemporary.

2. Mathematics
 audio web cast in the Investor Relations Investor relations

The process by which the corporation communicates with its investors.
 section of Apogent's website at www.apogent.com and will be available there until February February: see month.  22, 2003.

A telephone replay of the call will be available until 1:00 p.m. EST P.M. also p.m. or p.m.
abbr.
post meridiem

Usage Note: By definition, 12 a.m.
 on Saturday Saturday: see week; Sabbath. , 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
----------------------------------------------------------------------
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 diversified (di·verˑ·s  worldwide leader in the design, manufacture, and sale of laboratory and life science products essential for healthcare diagnostics (1) Software routines that test hardware components (memory, keyboard, disks, etc.). Diagnostics are often stored in ROM chips and activated on startup.

(2) Error messages in a programmer's source code that refer to statements or syntax that the compiler or assembler
 and scientific research. Apogent's companies are divided into two business segments for financial reporting purposes: the Clinical Group and the Research Group.

FORWARD-LOOKING STATEMENTS forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

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 COMPETITORS, French law. Persons who compete or aspire to the same office, rank or employment. As an English word in common use, it has a much wider application. Ferriere, Dict. de Dr. h.t. , customers, acquisitions, sales, profit margins, product development, financial performance, stock repurchase Stock repurchase

A firm's repurchase of outstanding shares of its common stock.
 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 Internal Operations (I.O., IO or I/O) is a fictional American Intelligence Agency in Wildstorm comics. It was originally called International Operations. I.O. first appeared in WildC.A.T.S. volume 1 #1 (August, 1992) and was created by Brandon Choi and Jim Lee. ; risks from rapid technological change and new product introductions; the cyclical cyclical

Of or relating to a variable, such as housing starts, car sales, or the price of a certain stock, that is subject to regular or irregular up-and-down movements.
 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 Impairment

1. A reduction in a company's stated capital.

2. The total capital that is less than the par value of the company's capital stock.

Notes:
1. This is usually reduced because of poorly estimated losses or gains.

2.
 charges against our reported earnings; our dependence upon key distributors and original equipment manufacturers; possible disruption disruption /dis·rup·tion/ (dis-rup´shun) a morphologic defect resulting from the extrinsic breakdown of, or interference with, a developmental process.  of our manufacturing operations Manufacturing operations concern the operation of a facility, as opposed to maintenance, supply and distribution, health, and safety, emergency response, human resources, security, information technology and other infrastructural support organizations.  from labor unrest labor unrest n (US) → conflictividad f laboral , 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 reg·u·late  
tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates
1. To control or direct according to rule, principle, or law.

2.
 and litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 risks; and the other "Cautionary Factors" contained in Item 7 of the Company's most recent Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 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.

Exhibit 1

              APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
                      Consolidated Balance Sheets
            (in thousands except share and per share data)
                              (unaudited)

                                            December 31, September 30,
                                                 2003        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
                                             ----------- -----------
     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
                                             ----------- -----------
     Total assets                            $1,952,820  $1,949,991
                                             =========== ===========

     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
                                             ----------- -----------
     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)
                                             ----------- -----------
     Total shareholders' equity                 663,325     724,047
                                             ----------- -----------
     Total liabilities and shareholders'
      equity                                 $1,952,820  $1,949,991
                                             =========== ===========


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         -
                                                   --------- ---------
       Total cost of sales                          148,133   132,957
                                                   --------- ---------
  Gross profit                                      130,509   124,841

Selling, general and administrative expenses         71,656    68,630
Restructuring charges and asset impairments           4,415         -
                                                   --------- ---------
  Total selling, general and administrative
   expenses                                          76,071    68,630
                                                   --------- ---------
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
                                                   --------- ---------
Income from continuing operations before
 income taxes                                        44,475    45,379
Income taxes                                         16,011    16,564
                                                   --------- ---------
Income from continuing operations                    28,464    28,815
Discontinued operations, net of income tax benefit       41       (82)
                                                   --------- ---------
Net income                                          $28,505   $28,733
                                                   ========= =========
Basic earnings per common share from
 continuing operations                                $0.31     $0.27
Discontinued operations                                0.00     (0.00)
                                                   --------- ---------
Basic earnings per common share                       $0.31     $0.27
                                                   ========= =========
Diluted earnings per common share from
 continuing operations                                $0.31     $0.27
Discontinued operations                               $0.00     (0.00)
                                                   --------- ---------
Diluted earnings per common share                     $0.31     $0.27
                                                   ========= =========

Weighted average basic shares outstanding            90,729   105,719
Weighted average diluted shares outstanding          92,039   107,010


Exhibit 3

              APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
                 Consolidated Statements of Cash Flows
                            (in thousands)
                              (unaudited)

                                                   Three months ended
                                                       December 31,
                                                      2003      2002
                                                   --------- ---------
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)
                                                   --------- ---------
           Net cash provided by operating
            activities                               41,128    27,263
                                                   --------- ---------
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
                                                   --------- ---------
           Net cash used in investing
            activities                               (2,375)  (28,407)
                                                   --------- ---------
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)
                                                   --------- ---------
       Net cash used in financing activities        (44,293)   (4,237)
                                                   --------- ---------
Effect of exchange rate changes on cash and cash
 equivalents                                             31     4,809
                                                   --------- ---------
Net increase in cash and cash equivalents            (5,509)     (572)
Cash and cash equivalents at beginning of
 period                                              18,505    16,327
                                                   --------- ---------
Cash and cash equivalents at end of period          $12,996   $15,755
                                                   ========= =========

Exhibit 4

              APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
            Adjusted Consolidated Statements of Operations
                 (In thousands, except per share data)
                              (unaudited)

                 Three months ended            Three months ended
                 December 31, 2003             December 31, 2002
         -------------------------------------------------------------
           US GAAP  Adjustments Adjusted  US GAAP Adjustments Adjusted
           Results     (B)      Results   Results     (B)     Results
                                   (A)                          (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)          -         -     -          -
              --------- -------  --------- ---------  ---  ---------
 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)         -         -     -          -
              --------- -------  --------- ---------  ---  ---------

 Total selling,
  general and
  administrative
  expenses      76,071 (4,415)    71,656    68,630     -     68,630
              --------- -------  --------- ---------  ---  ---------

 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
              --------- ------- --------- ---------   ---  ---------
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
              --------- ------- --------- ---------   ---  ---------
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)
              --------- ------- --------- ---------   ---  ---------
Net income     $28,505 $2,981    $31,486   $28,733    $-    $28,733
              ========= ======= ========= =========   ===  =========

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)
              ---------         --------- ---------        ---------

Basic earnings
 per common
 share           $0.31             $0.35     $0.27            $0.27
              =========         ========= =========        =========

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)
              ---------         --------- ---------        ---------

Diluted earnings
 per common
 share           $0.31             $0.34     $0.27            $0.27
              =========         ========= =========        =========

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.


Exhibit 5

                    Calculation of Adjusted EBITDA
    (historical amounts have been restated to reflect discontinued
                              operations)
                              (unaudited)

                                                    Three Months Ended
                                                        December 31,
                                                       2003     2002
                                                     -------- --------
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
                                                     -----------------
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
                                                     -----------------
Adjusted EBITDA                                      $74,837  $71,242
                                                     =================

Exhibit 6
                                                       Three
                                                       Months
                                                       Ended
                                                    December 31,
Components of Net Sales Growth                         2003
                                                   -----------
                                                   (unaudited)
Internal growth                                           3.9%
Acquisitions and base period adjustments                  1.5%
Foreign exchange                                          2.7%
                                                   -----------
     Total sales growth                                   8.1%
                                                   ===========
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