Apogent Reports Fourth Quarter and Full Year Results.Business Editors BIOWIRE2K 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)--Nov. 10, 2003 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 fourth quarter and fiscal year ended September September: see month. 30, 2003. During the fourth quarter, Apogent implemented some important strategic actions to reduce future operating costs operating costs npl → gastos mpl operacionales and simplify its balance sheet. These actions included: (i) the successful completion of a tender offer for the Company's 8% Senior Notes; (ii) the refinancing Refinancing An extension and/or increase in amount of existing debt. of the Company's revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility; (iii) the implementation of previously announced 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). actions; and (iv) the termination The point where a line, channel or circuit ends. See SCSI termination and hybrid. of its Securities Lending Securities Lending When a brokerage lends securities owned by its clients to short sellers. Notes: This allows brokers to create additional revenue (commissions) on the short sale transaction. Agreement. There were one-time one-time adj. 1. or one·time a. Occurring or undertaken only once: a one-time winner in 1995. b. charges associated with these actions. 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 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, 5, and 6. 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 fourth quarter were $33.9 million and $0.36, respectively. This compares to adjusted income and diluted earnings per share from continuing operations, excluding special items, of $35.8 million and $0.33, respectively, for the fourth quarter of fiscal 2002. Including the impact of the special items, on a U.S. GAAP basis, the net loss and diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. loss per share from continuing operations for the fourth quarter were $(13.0) million and $(0.14), respectively. These results compare with income and diluted earnings per share from continuing operations for the fourth quarter of fiscal 2002 of $35.7 million and $0.33, respectively. Excluding special items, adjusted income and diluted earnings per share from continuing operations for the fiscal year ended September 30, 2003 were $130.4 million and $1.29, respectively, compared to adjusted income and diluted earnings per share from continuing operations, excluding special items, of $134.5 million and $1.24, respectively, for the fiscal year ended September 30, 2002. Including the impact of the special items, on a U.S. GAAP basis, income and diluted earnings per share from continuing operations for the fiscal year ended September 30, 2003 were $82.4 million and $0.81, respectively. These results compare with income and diluted earnings per share from continuing operations for the fiscal year ended September 30, 2002 of $130.2 million and $1.20, respectively. Net cash provided by operating activities was $192.1 million for the fiscal year ended September 30, 2003, versus $192.2 million for the fiscal year ended September 30, 2002.
Reconciliation of Income from Continuing Operations
Three Months Ended Year Ended
September 30, September 30,
(in thousands) (in thousands)
2003 2002 2003 2002
----------------------------------------------------------------------
U.S GAAP
Income (loss) from continuing
operations $(13,010) $35,738 $82,373 $130,167
----------------------------------------------------------------------
Diluted earnings (loss) per
common share from continuing
operations $(0.14) $0.33 $0.81 $1.20
======================================================================
Adjusted
Restructuring charges, net of
tax $7,240 $88 $8,327 $4,359
Loss on the extinguishment of
debt, refinancing of revolver
and settlement of securities
lending agreement, net of tax 39,673 -- 39,673 --
----------------------------------------------------------------------
Adjusted income from continuing
operations $33,903 $35,826 $130,373 $134,526
----------------------------------------------------------------------
Adjusted diluted earnings per
common share from continuing
operations $0.36 $0.33 $1.29 $1.24
======================================================================
Commenting on the financial results of the Company and on the fiscal year, Frank H. Jellinek Jellinek is a surname and may refer to:
adj. 1. Forming or characterized by a sequence, as of units or musical notes. 2. Sequent. se·quen improving organic growth rates Growth Rates The compounded annualized rate of growth of a company's revenues, earnings, dividends, or other figures. Notes: Remember, historically high growth rates don't always mean a high rate of growth looking into the future. and generated positive gross profit and 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. growth on a year over year basis. The Clinical business constitutes approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. 47% of our 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 . During 2003, the Research Group faced a challenging environment with reduced levels of spending from its customers in pharma Pharma may be an abbreviation for:
n. Informal Biotechnology. biotech Noun short for biotechnology Noun 1. . Despite these challenges, the Research Group posted only a fractional fractional size expressed as a relative part of a unit. fractional catabolic rate the percentage of an available pool of body component, e.g. protein, iron, which is replaced, transferred or lost per unit of time. decrease in organic sales for the fourth quarter and an increase in organic sales for the year. Lower volumes and unfavorable mix contributed to margin pressure within the Research Group, and programs have been implemented to address these issues for 2004. As we have stated, we viewed this year as an opportunity to focus our efforts internally and introduce a culture of systematic cost reduction necessary in both groups. We have completed important divestitures and restructurings that improve our operating base and we have taken advantage of historically low interest rates to improve our capital structure. These actions should translate (1) To change one language into another; for example, assemblers, compilers and interpreters translate source language into machine language. (2) In computer graphics, to move an image on screen without rotating it. into improved profitability in the future and serve as an example of the approach we plan to continue with a view to further reducing costs, improving margins and maximizing max·i·mize tr.v. max·i·mized, max·i·miz·ing, max·i·miz·es 1. To increase or make as great as possible: cash flows." Net sales for the fourth quarter were $284.6 million compared with $271.7 million in the same period last year, an increase of 4.8%. Net sales for the fiscal year were $1,097.5 million compared to $1,027.9 million for the prior year, an increase of 6.8%. Quarterly and fiscal year comparisons of net sales by business segment are as follows:
Three Months Ended
September 30,
(in thousands)
Internal
Business Segment 2003 2002 Growth Growth
----------------------------- ---------- --------- --------- ---------
Clinical Group $130,789 $122,251 7.0% 5.3%
Research Group 153,786 149,409 2.9% (0.5)%
----------------------------- ---------- --------- --------- ---------
Total $284,575 $271,660 4.8%(A) 2.1%
============================= ========== ========= ========= =========
Fiscal Year Ended
September 30,
(in thousands)
Internal
Business Segment 2003 2002 Growth Growth
--------------------------- ----------- ----------- -------- ---------
Clinical Group $510,536 $473,388 7.8% 3.3%
Research Group 586,953 554,525 5.8% 1.4%
--------------------------- ----------- ----------- -------- ---------
Total $1,097,489 $1,027,913 6.8%(A) 2.3%
=========================== =========== =========== ======== =========
(A) Please refer to Exhibit 7 for a breakdown of net sales growth
for the three months and fiscal year ended September 30, 2003.
Apogent's net sales for the quarter and fiscal year by geographic
area were as follows:
Three Months Ended
September 30,
(in thousands)
Geographic Area 2003 2002
------------------------------------------------------------ ---------
North America $206,991 $200,901
Europe 51,037 46,373
Asia 18,482 16,887
Other 8,065 7,499
------------------------------------------------------------ ---------
Total $284,575 $271,660
============================================================ =========
Fiscal Year Ended
September 30,
(in thousands)
Geographic Area 2003 2002
---------------------------------------------------------- -----------
North America $799,162 $757,163
Europe 203,523 178,448
Asia 67,895 61,609
Other 26,909 30,693
---------------------------------------------------------- -----------
Total $1,097,489 $1,027,913
========================================================== ===========
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, 5, and 6 for reconciliation to U.S. GAAP. Adjusted gross profit for the fourth quarter of fiscal 2003 was $135.3 million, versus $137.0 million for the same period last year. Adjusted gross margin was 47.5% in the fourth quarter of this year versus 50.4% in the fourth quarter of last year. Adjusted gross profit and margin for fiscal year 2003 were $526.0 million or 47.9%, versus $511.5 million and 49.8% last year. The adjustments for special items were $6.6 million and $0.5 million for the three months ended September 30 for 2003 and 2002, respectively. For the fiscal years, the Years, The the seven decades of Eleanor Pargiter’s life. [Br. Lit.: Benét, 1109] See : Time adjustments were $7.5 million and $5.6 million for 2003 and 2002, respectively. Accordingly, without the adjustments, gross profit and margin were $128.7 million and 45.2% for the fourth quarter of 2003 and $518.5 million and 47.2% for the fiscal year ended September 30, 2003. This compares with gross profit and margin of $136.5 million and 50.2% for the fourth quarter of 2002 and $505.9 million and 49.2% for the fiscal year ended September 30, 2002. Adjusted selling, general and administrative expenses for the fourth quarter of fiscal 2003 were $68.5 million, versus $68.1 million for the same period last year. Adjusted selling, general and administrative expenses for the fiscal year ended September 30, 2003 were $278.4 million, versus $256.7 million last year. The adjustments for special items were $5.2 million and $(0.4) million for the three months ended September 30 for 2003 and 2002, respectively. For the fiscal years, the adjustments were $6.0 million and $1.3 million for 2003 and 2002, respectively. Accordingly, without the adjustments, selling, general and administrative expenses were $73.7 million for the fourth quarter of 2003 and $284.4 million for the fiscal year ended September 30, 2003. This compares with selling, general and administrative expenses of $67.8 million for the fourth quarter of 2002 and $258.0 million for the fiscal year ended September 30, 2002. Adjusted operating income for the fourth quarter of 2003 was $66.8 million, a decrease of 3.0%, from $68.9 million for the same period last year. Adjusted operating income for fiscal year 2003 was $247.6 million compared to $254.8 million for fiscal year 2002. Without the adjustments, operating income was $55.0 million for the fourth quarter of 2003 and $234.1 million for the fiscal year ended September 30, 2003, compared with $68.7 million and $247.9 million for the fourth quarter and full year, respectively, of fiscal 2002. 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.
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 operating income) have been provided in order to provide consistency Consistency can refer to:
Inventory was $206.5 million at the end of the fourth quarter, a reduction of $6.9 million during the quarter. Inventory turns for the quarter were 2.6, compared with 2.6 for the last quarter, and 2.6 for the fourth quarter of last year. 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 $179.5 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 fourth quarter were 56.1 days compared with 55.2 days for the same period last year. SPECIAL ITEMS During the quarter, the Company announced a cash tender offer for its $325.0 million principal amount of 8% Senior Notes due 2011 (the "Notes"). The tender offer expired ex·pire v. ex·pired, ex·pir·ing, ex·pires v.intr. 1. To come to an end; terminate: My membership in the club has expired. 2. on October October: see month. 15, 2003. Apogent received tenders for a total of $317,955,000 principal amount of Notes, representing approximately 97.8% of the aggregate principal amount of Notes outstanding prior to the tender offer. All of the tendered notes were purchased. The one-time costs associated with this tender were approximately $59.6 million on a pre-tax pre-tax adj → anterior al impuesto pre-tax adj → avant impôt(s) pre-tax adj → al lordo d'imposta basis and $37.5 million net of tax. On July July: see month. 29, 2003, Apogent Technologies Inc. put in place a five-year $500 million Revolving Credit Facility with a select syndication See syndication format. of financial institutions. The new Credit Facility replaces Apogent's former $500 million revolving credit facility involving a larger banking syndicate Syndicate organized crime unit throughout major cities of the United States. [Am. Hist.: NCE, 2018] See : Gangsterism that would have matured in December December: see month. 2005. The one-time costs associated with this refinancing were approximately $2.0 million on a pre-tax basis and $1.3 million net of tax. Restructuring expenses during the three months ended September 30, 2003 were $11.8 million. For the fiscal year, restructuring expenses were $13.5 million. These charges were primarily related to severance The act of dividing, or the state of being divided. The term severance has unique meanings in different branches of the law. Courts use the term in both civil and criminal litigation in two ways: first, when dividing a lawsuit into two or more parts, and second, when and other 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 actions are expected to result in future savings of approximately $5 million per year. On September 19, 2003, Apogent settled its obligations under its Securities Lending Agreement and terminated ter·mi·nate v. ter·mi·nat·ed, ter·mi·nat·ing, ter·mi·nates v.tr. 1. To bring to an end or halt: the arrangement. This did not have a material impact on our liquidity or financial results. The one-time costs associated with the termination of this arrangement were approximately $1.4 million on a pre-tax basis and $0.9 million net of tax. 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 fourth quarter, the Company repurchased approximately 1.8 million shares at an average price of $21.93. For the fiscal year, including the Company's "Dutch Auction Dutch Auction An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price. Notes: The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities. Tender," the Company repurchased approximately 14.4 million shares at an average price of $18.40 per share. As of the end of the fourth quarter, the number of shares outstanding was approximately 92.0 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 11.6 million shares through September 30, 2005. The Company expects to continue to repurchase 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 August 4, 2003, Apogent announced the acquisition of Porex Bio Products, Inc. This business has been renamed Quality Scientific Plastics, Inc. (QSP QSP Relay (amateur radio Q code) QSP Quality Software Products QSP Quality Samples Program QSP Quiet Supersonic Platform QSP Quick Start Package QSP Quality System Procedure QSP Quality Selection Process QSP Quality Seafood Programme ) and is being integrated operationally with Molecular BioProducts, Inc. Net sales from this acquisition for the first full year are expected to be approximately $30 million. In addition, Apogent announced the acquisition of certain operating assets Operating Assets Another term for working capital. of Meteor Glass Corporation. This business has been integrated into Apogent's Chase Scientific Glass subsidiary and is expected to contribute approximately $0.5 million in net sales during the first full year post-acquisition. Previously, Apogent announced the divestiture The breakup of AT&T. By federal court order, AT&T divested itself on January 1, 1984 of its 23 operating companies, which became known as the Regional Bell Operating Companies (RBOCs). of Applied Biotech, Inc. This business was sold to Inverness Inverness, town, Scotland Inverness (ĭn'vərnĕs`), town (1991 pop. 39,736), Highland, N Scotland, on the Moray Firth at the mouth of the Ness River. Medical Innovations, Inc. (AMEX AMEX See: American Stock Exchange : IMA (Interactive Multimedia Association, Annapolis, MD) An earlier trade association founded in 1988 originally as the Interactive Video Industry Association. It provided an open process for adopting existing technologies and was involved in subjects such as networked services, scripting ) for $13.4 million in cash and 692,506 shares of Inverness stock. In addition, Apogent completed the divestiture of its BioRobotics Biorobotics is a term that loosely covers the fields of cybernetics, bionics and even genetic engineering as a collective study. Biorobotics is often used to refer to a real subfield of robotics: studying how to make robots that emulate or simulate living biological subsidiaries. This business was sold to Genomic genomic pertaining to a genome. genomic clone see clone. genomic DNA the DNA sequences making up the genome of an individual. genomic library see gene bank. Solutions Acquisitions Limited for a total purchase price of $3.2 million. OUTLOOK FOR THE FISCAL YEAR 2004 The Company's estimate of diluted earnings per share for fiscal 2004 is $1.50 to $1.65. This is the same range that was articulated ar·tic·u·la·ted adj. Characterized by or having articulations; jointed. by the Company in its April 22, 2003 press release. The guidance is detailed in the table below on a quarterly basis:
Reporting Period EPS ($)
----------------------------------------------------------------------
First Quarter 0.32 - 0.35
Second Quarter 0.38 - 0.42
Third Quarter 0.39 - 0.43
Fourth Quarter 0.41 - 0.45
----------------------------------------------------------------------
Fiscal Year 2004 $1.50 - $1.65
======================================================================
SUCCESSION succession: see ecology. PLAN Apogent's Chief Executive Officer and President, Frank H. Jellinek, Jr., has indicated his intention to retire retire v. 1) to stop working at one's occupation. 2) to pay off a promissory note, and thus "retire" the loan. 3) for a jury to go into the jury room to decide on a verdict after all evidence, argument and jury instructions have been completed. as CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. and President effective January January: see month. 1, 2005. Mr. Jellinek will remain with Apogent thereafter as a Board member. Commenting on his decision, Mr. Jellinek said: "I have worked for Apogent for over 35 years and it has been a consuming passion for me. But I have always had outside interests. In 2005 I will turn 60 and it will be time for me to seek a different balance between my personal interests and my business life." Mr. Jellinek continued, "A logical succession plan is fundamental to a well-managed business. Announcing my intention to retire 14 months in advance enables the Company to ensure a successful transition." Apogent also announced that Robert Robert, Henry Martyn 1837-1923. American army engineer and parliamentary authority. He designed the defenses for Washington, D.C., during the Civil War and later wrote Robert's Rules of Order (1876). Noun 1. V. Ahlgren has been named Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. . Mr. Ahlgren is currently Group President for Apogent's Research Group. Mr. Jellinek commented: "Bob has extensive experience in both the Research and Clinical markets and is an excellent choice to serve as Apogent's Chief Operating Officer. This industry experience, along with his leadership and operating skills, are what prompted us to recruit RECRUIT. A newly made soldier. Bob to Apogent 5 years ago." Mr. Ahlgren began his career in the industry in 1977 and has held senior management positions for American American, river, 30 mi (48 km) long, rising in N central Calif. in the Sierra Nevada and flowing SW into the Sacramento River at Sacramento. The discovery of gold at Sutter's Mill (see Sutter, John Augustus) along the river in 1848 led to the California gold rush of Hospital Supply Corporation, Murex mu·rex n. pl. mu·ri·ces or mu·rex·es Any of various marine gastropods of the genus Murex common in tropical seas and having rough spiny shells, especially M. trunculus, the source of Tyrian purple. 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 Baxter International Baxter International Inc. (NYSE: BAX), is a global healthcare company with 48,000 employees and 2006 sales of US$10.4 billion. Its headquarters is in Deerfield, Illinois. , working both domestically and overseas. Kenneth F. Yontz, Chairman of the Board of Apogent, commented: "Frank has made an enormous contribution to Apogent. I am pleased that he will remain with the Company and continue to serve on its Board of Directors following his retirement. Bob is a talented operating executive and we look forward to working with him in his new role as Chief Operating Officer." CONFERENCE CALL On Tuesday Tuesday: see week. , November November: see month. 11, 2003, at 11:00 a.m. EST EST electroshock therapy. EST abbr. electroshock therapy , Apogent will host a conference call to discuss its fourth quarter and fiscal year-end Fiscal Year-End The completion of a one-year, or 12-month, accounting period. Notes: The reason that a company's fiscal year often differs from the calendar year and does not close on Dec 31, is due to the nature of company's needs. financial results for the period ended September 30, 2003. The dial-in numbers for the teleconference are: Domestic Callers (800) 513-1181 International Callers (952) 556-2826 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 December 12, 2003. A telephone replay of the call will also 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 Thursday Thursday: see week. , November 13, 2003. The telephone replay numbers are (800) 615-3210 (Domestic Callers) or (703) 326-3020. (International Callers), passcode 6400861.
INVESTOR RELATIONS EVENTS
Meeting Details
----------------------------------------------------------------------
JPMorgan Small Cap Conference November 12, 2003
Boston, MA
----------------------------------------------------------------------
JPMorgan Healthcare Conference January 12-15, 2004
San Francisco, CA
----------------------------------------------------------------------
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
----------------------------------------------------------------------
Society of Neuroscience November 8 - 12, 2003
New Orleans, LA
----------------------------------------------------------------------
Medica November 19 - 22, 2003
Dusseldorf, Germany
----------------------------------------------------------------------
American Society for Cell Biology December 15 - 16, 2003
San Francisco, CA
----------------------------------------------------------------------
For further information on industry trade shows that Apogent companies 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 value-added val·ue-add·ed adj. Of or relating to the estimated value that is added to a product or material at each stage of its manufacture or distribution: 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. 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, earnings, 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; transitional 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; the availability of additional capital, if necessary; 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)
September 30,
2003 2002
----------- -----------
Assets
Current assets:
Cash and cash equivalents $18,505 $16,327
Marketable securities - available for sale 17,625 -
Accounts receivable (less allowance for
doubtful accounts of $4,286 and $5,723
respectively) 179,523 186,950
Inventories 206,549 203,997
Deferred income taxes 15,308 14,127
Prepaid expenses and other current assets 16,518 19,689
Assets of discontinued operations - held
for sale - 5,436
----------- -----------
Total current assets 454,028 446,526
Available for sale security - 60,183
Property, plant and equipment, net 282,752 270,893
Intangible assets, net 179,492 201,859
Goodwill 999,243 1,029,591
Other assets 34,476 27,033
----------- -----------
Total assets $1,949,991 $2,036,085
=========== ===========
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt and overdrafts $12,801 $10,640
Current portion of long-term debt 2,281 25,352
Accounts payable 50,220 53,779
Income taxes payable 20,053 53,064
Accrued payroll and employee benefits 34,484 32,009
Accrued interest expense 8,844 16,630
Restructuring reserve 1,758 1,548
Other current liabilities 36,883 23,074
Liabilities of discontinued
operations - 305
----------- -----------
Total current liabilities 167,324 216,401
Long-term debt, less current portion 891,989 635,020
Securities lending agreement - 60,183
Deferred income taxes 137,683 132,100
Other liabilities 26,948 17,243
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 and
106,976,877 shares respectively;
outstanding 92,013,345 and 105,967,853
shares respectively 1,071 1,070
Equity rights, 50 rights at $1.09 per right - -
Additional paid-in capital 270,119 271,682
Retained earnings 737,045 748,791
Accumulated other comprehensive loss (2,464) (26,419)
Treasury common stock, 15,044,521 and
1,009,024 shares at cost (279,724) (19,986)
----------- -----------
Total shareholders' equity 726,047 975,138
----------- -----------
Total liabilities and shareholders'
equity $1,949,991 $2,036,085
=========== ===========
Exhibit 2
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
Three Months Ended Year Ended
September 30, September 30,
2003 2002 2003 2002
--------- --------- ----------- -----------
Net sales $284,575 $271,660 $1,097,489 $1,027,913
Cost of sales:
Cost of products sold 149,305 134,666 571,510 516,416
Restructuring charges 6,562 490 7,517 5,603
--------- --------- ----------- -----------
Total cost of sales 155,867 135,156 579,027 522,019
--------- --------- ----------- -----------
Gross profit 128,708 136,504 518,462 505,894
Selling, general and
administrative expenses 68,504 68,116 278,367 256,692
Restructuring charges and
asset impairments 5,211 (352) 6,018 1,262
--------- --------- ----------- -----------
Total selling, general
and administrative
expenses 73,715 67,764 284,385 257,954
--------- --------- ----------- -----------
Operating income 54,993 68,740 234,077 247,940
Other income (expense):
Interest expense, net (13,800) (9,886) (46,227) (40,737)
Amortization of
deferred financing
fees (1,237) (781) (4,046) (3,461)
Loss on extinguishment
of debt and
settlement of
securities lending
agreement (62,973) - (62,973) -
Other, net 383 (1,703) 1,326 1,569
--------- --------- ----------- -----------
Income (loss) from
continuing operations
before income taxes (22,634) 56,370 122,157 205,311
Income taxes (9,624) 20,632 39,784 75,144
--------- --------- ----------- -----------
Income (loss) from
continuing operations (13,010) 35,738 82,373 130,167
Discontinued operations,
net of income tax
benefit (6,603) 418 (94,119) (9,018)
--------- --------- ----------- -----------
Net income (loss) $(19,613) $36,156 $(11,746) $121,149
========= ========= =========== ===========
Basic earnings per common
share from continuing
operations $(0.14) $0.34 $0.82 $1.22
Discontinued operations (0.07) 0.00 (0.94) (0.08)
--------- --------- ----------- -----------
Basic earnings per
common share $(0.21) $0.34 $(0.12) $1.14
========= ========= =========== ===========
Diluted earnings per
common share from
continuing operations $(0.14) $0.33 $0.81 $1.20
Discontinued operations $(0.07) 0.00 (0.93) (0.08)
--------- --------- ----------- -----------
Diluted earnings per
common share $(0.21) $0.34 $(0.12) $1.11
========= ========= =========== ===========
Weighted average basic
shares outstanding 92,620 106,511 100,443 106,467
Weighted average diluted
shares outstanding 92,620 107,626 101,181 108,656
Exhibit 3
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Year Ended
September 30,
2003 2002
--------- ---------
Cash flows from operating activities:
Net income $(11,746) $121,149
Adjustments to reconcile net income to net cash
provided by operating activities
Discontinued operations 94,119 9,018
Depreciation 43,100 38,354
Amortization 19,595 17,060
Gain on sale of property plant and
equipment 432 1,859
Write-off of inventory and asset
impairments 7,845 -
Loss on extinguishment of debt and
settlement of securities lending 62,973 -
Deferred income taxes 2,919 24,753
Changes in assets and liabilities, net of
effects of businesses acquired:
Decrease in accounts receivable 2,672 10,358
Increase in inventories (3,577) (24,620)
Increase in prepaid expenses and other
current assets (519) (832)
Decrease in accounts payable (3,581) (1,759)
Decrease in income taxes payable (33,675) (2,448)
Increase (decrease) in accrued payroll
and employee benefits 1,394 (1,724)
Increase (decrease) in accrued
interest expense (7,786) 1,337
Increase (decrease) in restructuring
reserve 210 (118)
Increase (decrease) in other current
liabilities 9,787 (10,211)
Net change in other assets and
liabilities 7,890 9,974
--------- ---------
Net cash provided by operating
activities 192,052 192,150
--------- ---------
Cash flows from investing activities:
Capital expenditures (53,278) (63,630)
Proceeds from sales of property, plant and
equipment 4,206 5,007
Proceeds from sale of security 57,174
Net payments for businesses acquired (66,540) (139,735)
Proceeds from sale of discontinued
operations 15,266 -
Other investing activities 1,546 -
--------- ---------
Net cash used in investing activities (41,626) (198,358)
--------- ---------
Cash flows from financing activities:
Proceeds from revolving credit facility 931,506 358,500
Principal payments on revolving credit facility (608,400) (567,000)
Proceeds from long-term debt 250,000 300,000
Principal payments on long-term debt (340,026) (79,089)
Principal payment on securities lending (57,174)
Proceeds from the exercise of stock options 3,652 10,293
Proceeds from stock purchase program 1,655 -
Purchase of treasury stock (268,125) (19,986)
Financing fees paid (14,885) (8,259)
Premium paid on extinguishment of debt and
settlement of securities lending (60,978)
Other financing activities 824 6,175
--------- ---------
Net cash provided by (used in)
financing activities (161,951) 634
--------- ---------
Effect of exchange rate changes on cash and cash
equivalents 13,703 12,709
--------- ---------
Net increase in cash and cash equivalents 2,178 7,135
Cash and cash equivalents at beginning of period 16,327 9,192
--------- ---------
Cash and cash equivalents at end of period $18,505 $16,327
========= =========
Exhibit 4
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
Adjusted Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
Three months ended September 30, 2003
-----------------------------------------------
Adjusted
US GAAP Results Adjustments (B) Results (A)
-----------------------------------------------
Net sales $284,575 $- $284,575
Cost of sales 149,305 - 149,305
Restructuring charge and
asset impairment 6,562 (6,562) -
--------------- ---------------- ------------
Total cost of sales 155,867 (6,562) 149,305
--------------- ---------------- ------------
Gross profit 128,708 6,562 135,270
Selling, general and
administrative
expenses 68,504 - 68,504
Restructuring charge 5,211 (5,211) -
--------------- ---------------- ------------
Total selling,
general and
administrative
expenses 73,715 (5,211) 68,504
--------------- ---------------- ------------
Operating income 54,993 11,773 66,766
Other income (expense):
Interest expense (13,800) - (13,800)
Amortization of
deferred financing
fees (1,237) - (1,237)
Loss on the
extinguishment of
debt and settlement
of securities
lending agreement (62,973) 62,973 -
Other, net 383 - 383
--------------- ---------------- ------------
Income (loss) from
continuing operations
before income taxes (22,634) 74,746 52,112
Income taxes (9,624) 27,833 (D) 18,209
--------------- ---------------- ------------
Income (loss) from
continuing operations (13,010) 46,913 33,903
Discontinued
operations, net of
income tax benefit (6,603) - (6,603)
--------------- ---------------- ------------
Net income (loss) $(19,613) $46,913 $27,300
=============== ================ ============
Basic earnings per
common share from
continuing operations $(0.14) $0.37
Discontinued operations (0.07) (0.07)
--------------- ------------
Basic earnings per
common share $(0.21) $0.29
=============== ============
Diluted earnings per
common share from
continuing operations $(0.14) $0.36
Discontinued operations $(0.07) $(0.07)
--------------- ------------
Diluted earnings per
common share $(0.21) $0.29
=============== ============
Weighted average basic
shares outstanding 92,620 92,620
Weighted average
diluted shares
outstanding 92,620 1,178 (C) 93,798
Three months ended September 30, 2002
-----------------------------------------------
Adjusted
US GAAP Results Adjustments (B) Results (A)
-----------------------------------------------
Net sales $271,660 $- $271,660
Cost of sales 134,666 - 134,666
Restructuring charge 490 (490) -
--------------- ---------------- ------------
Total cost of sales 135,156 (490) 134,666
--------------- ---------------- ------------
Gross profit 136,504 490 136,994
Selling, general and
administrative
expenses 68,116 - 68,116
Restructuring charge and
asset impairment (352) 352 -
--------------- ---------------- ------------
Total selling,
general and
administrative
expenses 67,764 352 68,116
--------------- ---------------- ------------
Operating income 68,740 138 68,878
Other income (expense):
Interest expense (9,886) - (9,886)
Amortization of
deferred financing
fees (781) - (781)
Loss on the
extinguishment of
debt and settlement
of securities
lending agreement - - -
Other, net (1,703) - (1,703)
--------------- ---------------- ------------
Income (loss) from
continuing operations
before income taxes 56,370 138 56,508
Income taxes 20,632 50 20,682
--------------- ---------------- ------------
Income (loss) from
continuing operations 35,738 88 35,826
Discontinued
operations, net of
income tax benefit 418 - 418
--------------- ---------------- ------------
Net income (loss) $36,156 $88 $36,244
=============== ================ ============
Basic earnings per
common share from
continuing operations $0.34 $0.34
Discontinued operations 0.00 0.00
--------------- ------------
Basic earnings per
common share $0.34 $0.34
=============== ============
Diluted earnings per
common share from
continuing operations $0.33 $0.33
Discontinued operations $0.00 $0.00
--------------- ------------
Diluted earnings per
common share $0.34 $0.34
=============== ============
Weighted average basic
shares outstanding 106,511 106,511
Weighted average
diluted shares
outstanding 107,626 107,626
(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, refinancing of
revolving credit facility, loss on extinguishment of debt and
settlement of securities lending agreement.
(C) Reflects the dilutive impact of stock options
(D) The tax rate used for adjustments is based on the tax rate in the
jurisdiction in which the income or expense arose.
Exhibit 5
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
Adjusted Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
Year ended September 30, 2003
-----------------------------------------------
Adjusted
US GAAP Results Adjustments (B) Results (A)
-----------------------------------------------
Net sales $1,097,489 $- $1,097,489
Cost of sales 571,510 - 571,510
Restructuring charge 7,517 (7,517) -
--------------- ---------------- ------------
Total cost of sales 579,027 (7,517) 571,510
--------------- ---------------- ------------
Gross profit 518,462 7,517 525,979
Selling, general and
administrative
expenses 278,367 - 278,367
Restructuring charge
and asset impairment 6,018 (6,018) -
--------------- ---------------- ------------
Total selling,
general and
administrative
expenses 284,385 (6,018) 278,367
--------------- ---------------- ------------
Operating income 234,077 13,535 247,612
Other income (expense):
Interest expense (46,227) - (46,227)
Amortization of
deferred financing fees (4,046) - (4,046)
Loss on the
extinguishment of
debt and settlement
of securities
lending agreement (62,973) 62,973 -
Other, net 1,326 - 1,326
--------------- ---------------- ------------
Income (loss) from
continuing operations
before income taxes 122,157 76,508 198,665
Income taxes 39,784 28,508 (C) 68,292
--------------- ---------------- ------------
Income (loss) from
continuing operations 82,373 48,000 130,373
Discontinued
operations, net of
income tax benefit (94,119) - (94,119)
--------------- ---------------- ------------
Net income (loss) $(11,746) $48,000 $36,254
=============== ================ ============
Basic earnings per
common share from
continuing operations $0.82 $1.30
Discontinued operations (0.94) (0.94)
--------------- ------------
Basic earnings per
common share $(0.12) $0.36
=============== ============
Diluted earnings per
common share from
continuing operations $0.81 $1.29
Discontinued operations $(0.93) $(0.93)
--------------- ------------
Diluted earnings per
common share $(0.12) $0.36
=============== ============
Weighted average basic
shares outstanding 100,443 100,443
Weighted average
diluted shares
outstanding 101,181 101,181
Year ended September 30, 2002
-----------------------------------------------
Adjusted
US GAAP Results Adjustments (B) Results (A)
-----------------------------------------------
Net sales $1,027,913 $- $1,027,913
Cost of sales 516,416 - 516,416
Restructuring charge 5,603 (5,603) -
--------------- ---------------- ------------
Total cost of sales 522,019 (5,603) 516,416
--------------- ---------------- ------------
Gross profit 505,894 5,603 511,497
Selling, general and
administrative
expenses 256,692 - 256,692
Restructuring charge
and asset impairment 1,262 (1,262) -
--------------- ---------------- ------------
Total selling,
general and
administrative
expenses 257,954 (1,262) 256,692
--------------- ---------------- ------------
Operating income 247,940 6,865 254,805
Other income (expense):
Interest expense (40,737) - (40,737)
Amortization of
deferred financing fees (3,461) - (3,461)
Loss on the
extinguishment of
debt and settlement
of securities
lending agreement -
Other, net 1,569 - 1,569
--------------- ---------------- ------------
Income (loss) from
continuing operations
before income taxes 205,311 6,865 212,176
Income taxes 75,144 2,506 77,650
--------------- ---------------- ------------
Income (loss) from
continuing operations 130,167 4,359 134,526
Discontinued
operations, net of
income tax benefit (9,018) - (9,018)
--------------- ---------------- ------------
Net income (loss) $121,149 $4,359 $125,508
=============== ================ ============
Basic earnings per
common share from
continuing operations $1.22 $1.26
Discontinued operations (0.08) (0.08)
--------------- ------------
Basic earnings per
common share $1.14 $1.18
=============== ============
Diluted earnings per
common share from
continuing operations $1.20 $1.24
Discontinued operations $(0.08) $(0.08)
--------------- ------------
Diluted earnings per
common share $1.11 $1.16
=============== ============
Weighted average basic
shares outstanding 106,467 106,467
Weighted average
diluted shares
outstanding 108,656 108,656
(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 charges.
(B) Reflects the impact of restructuring charges, refinancing of
revolving credit facility, loss on extinguishment of debt and
settlement of securities lending agreement.
(C) The tax rate used for adjustments is based on the tax rate in the
jurisdiction in which the income or expense arose.
Exhibit 6
Calculation of Adjusted EBITDA
(historical amounts have been restated to
reflect discontinued operations)
(unaudited)
Three Months Ended Year Ended
September 30, September 30,
2003 2002 2003 2002
--------- -------- --------- ---------
Net income (loss) $(19,613) $36,156 $(11,746) $121,149
Less: Discontinued operations (6,603) 418 (94,119) (9,018)
Loss on the
extinguishment of
debt and settlement
of securities
lending agreement (62,973) - (62,973) -
Restructuring
charges and asset
impairments (11,773) (138) (13,535) (6,865)
Income Taxes (9,624) 20,632 39,784 75,144
--------------------------------------
Adjusted Income from continuing
operations before income taxes 52,112 56,508 198,665 212,176
Interest expense 13,800 9,886 46,227 40,737
Depreciation 11,285 10,855 43,100 38,354
Amortization 5,218 4,788 19,595 17,060
--------------------------------------
Adjusted EBITDA $82,415 $82,037 $307,587 $308,327
======================================
Exhibit 7
Three
Months Year
Ended Ended
September 30,
(unaudited)
Components of Net Sales Growth 2003 2003
----------- -----------
Internal growth 2.1% 2.3%
Acquisitions and base period adjustments 1.2% 2.3%
Foreign exchange 1.5% 2.2%
----------- -----------
Total sales growth 4.8% 6.8%
=========== ===========
|
|
||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion