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Apogent Reports Third Quarter and Year-to-Date Results.


Business Editors/Health/Medical Writers

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)--July 22, 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 third quarter and year-to-date Year-to-date (YTD)

The period beginning at the start of the calendar year up to the current date.
 ended June June: see month.  30, 2003. 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 third quarter were $0.36.

Income and diluted earnings per share from continuing operations for the third quarter were $35.7 million and $0.36, respectively. These results compare with income and diluted earnings per share from continuing operations for the third quarter of fiscal 2002 of $33.9 million and $0.31, respectively. Excluding 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). , income and diluted earnings per share from continuing operations for the third quarter were $36.6 million and $0.36, respectively. For the third quarter of fiscal 2002, income and diluted earnings per share from continuing operations, excluding restructuring, were $34.9 million and $0.32, respectively.

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 third quarter were $278.5 million compared with $267.2 million in the same period last year, an increase of 4.2%. Net sales year-to-date were $812.9 million compared to $756.3 million for the prior year, an increase of 7.5%.

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: "During the third quarter, we continued to see growth in various segments of our consumables businesses. We experienced significant growth 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 clinical consumables segments. However, this growth was offset by continued softness in capital equipment sales and cautious spending from large pharmaceutical accounts for other research products. Also, we continue to examine all aspects of our business closely in an effort to reduce costs and working capital."

During the quarter, the Company repurchased 8,499,522 shares of its common stock, including 6,022,952 shares purchased as part of the previously announced modified mod·i·fy  
v. mod·i·fied, mod·i·fy·ing, mod·i·fies

v.tr.
1. To change in form or character; alter.

2.
 "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 offer. With regard to the Company's continuing share buyback Buyback

The buying back of outstanding shares (repurchase) by a company in order to reduce the number of shares on the market. Companies will buyback shares either to increase the value of shares still available (reducing supply), or to eliminate any threats by shareholders who may
 program, Mr. Jellinek commented: "We were pleased with the results of the tender offer, and we intend to continue with our plan to reduce our share count 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, as announced at the end of last quarter."

THIRD QUARTER AND YEAR-TO-DATE FINANCIAL RESULTS

Quarterly and year-to-date comparisons of net sales by business segment are as follows:

NET SALES
                               Three Months Ended
                                    June 30,
                                 (in thousands)
                                                              Internal
Business Segment                   2003      2002    Growth(1)  Growth
----------------------------------------------------------------------

Clinical Group                 $127,818  $122,754       4.1%      1.7%
Research Group                  150,660   144,438       4.3%      0.5%
----------------------------------------------------------------------
            Total              $278,478  $267,192       4.2%      1.0%
======================================================================


                               Nine Months Ended
                                    June 30,
                                 (in thousands)
                                                              Internal
Business Segment                   2003      2002    Growth(1)  Growth
----------------------------------------------------------------------

Clinical Group                 $379,747  $351,137       8.1%      2.5%
Research Group                  433,167   405,117       6.9%      2.0%
----------------------------------------------------------------------
            Total              $812,914  $756,254       7.5%      2.3%
======================================================================

(1) Please refer to Exhibit 7 for a breakdown of net sales growth for
    the three and nine month periods ended June 30, 2003.


    Apogent's net sales for the quarter and year-to-date periods by
geographic area were as follows:

                                    Three Months Ended
                                         June 30,
                                      (in thousands)
  Geographic Area                    2003         2002
  -----------------------------------------------------

  North America                  $203,205     $198,494
  Europe                           51,416       44,704
  Asia                             17,327       16,166
  Other                             6,530        7,828
  -----------------------------------------------------
             Total               $278,478     $267,192
  =====================================================

                                     Nine Months Ended
                                         June 30,
                                      (in thousands)
  Geographic Area                    2003         2002
  -----------------------------------------------------

  North America                  $592,171     $556,263
  Europe                          152,486      132,075
  Asia                             49,413       44,722
  Other                            18,844       23,194
  -----------------------------------------------------
             Total               $812,914     $756,254
  =====================================================


DETAILED FINANCIAL RESULTS

Please refer to the financial statements at the end of this press release when reviewing the following financial information.

Gross profit for the third quarter of fiscal 2003 was $133.7 million, an increase of 2.5% from $130.4 million for the same period last year. Gross margin fell from 48.8% in the third quarter of last year to 48.0% in the third quarter of this year. Year-to-date gross margin was 47.9%, or $389.8 million, versus 48.8% or $369.4 million last year.

Selling, general and administrative expenses for the quarter were $70.4 million, an increase of 5.6% from $66.7 million for the same period last year. Selling, general and administrative expenses were $210.7 million for the first nine months of the fiscal year versus $190.2 million for the same period last year.

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 third quarter of 2003 was $63.3 million, a decrease of 0.8%, from $63.8 million for the same period last year. Operating income year-to-date was $179.1 million compared to $179.2 million for the same period last year.

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 $77.7 million for the three months ended June 30, 2003, versus $78.0 million for the same period in 2002. Adjusted EBITDA was $223.4 million and $219.6 million for the nine months ended June 30, 2003 and 2002, respectively. Net income was $37.0 million for the three months ended June 30, 2003 compared to $36.1 million for the same period in 2002. Net income was $9.3 million for the nine months ended June 30, 2003 compared to $85.0 million for the same period in 2002.

The Company has included information concerning Adjusted EBITDA because management believes that certain investors use Adjusted EBITDA as one 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 GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
). Adjusted EBITDA, as presented by Apogent, may not be comparable to similarly titled measures reported by other companies. Certain other non-GAAP financial measures (i.e., income excluding restructuring) 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.

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  were $174.9 million and inventory was $213.4 million at the end of the third quarter. Outstanding days of sales in the third quarter were 55.3 days compared with 56.9 days for the same period last year, restated for the discontinued operations Discontinued operations

Divisions of a business that have been sold or written off and that no longer are maintained by the business.
. Inventory turns for the quarter were 2.6, compared with 2.6 for the last quarter, and 2.6 for the third quarter of last year.

RESTRUCTURING

Restructuring expenses during the three and nine months ended June 30, 2003 were $1.4 million and $1.8 million, respectively. 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.

INCOME TAXES

During the quarter, the Company revised its estimated effective annual tax rate for fiscal 2003 down from 36.5% to 36% due to the expected utilization utilization,
n 1. the extent to which a given group uses a particular service in a specified period. Although usually expressed as the number of services used per year per 100 or per 1000 persons eligible for the service, utilization rates may be
 of additional foreign tax credits. The effective tax rate for the three months ended June 30, 2003 of 29.7% was favorably fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
 impacted by the utilization of additional foreign tax credits on the Company's prior year tax returns filed this quarter and the cumulative effect of the fiscal 2003 rate change. The Company anticipates that its estimated effective annual tax rate for the fiscal year 2004 will be 36%.

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.


Pursuant to our previously announced modified "Dutch Auction" tender offer, Apogent repurchased approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 6.0 million shares during the third quarter at a price of $17.50. In addition, the Company repurchased approximately 2.5 million additional shares at an average price of $20.49 per share.

As of the end of the third quarter, the number of shares outstanding was approximately 93.7 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 13.4 million shares over the course of the period ending September September: see month.  30, 2005.

BOND OFFERING

As previously announced, Apogent sold $250 million of 6 1/2% senior subordinated Subordinated

A claim ranked lower in priority than other claims. Common stock claims are always subordinated to debt.
 notes due 2013 in a private placement that closed on June 2, 2003. Apogent and its guarantor guarantor n. a person or entity that agrees to be responsible for another's debt or performance under a contract, if the other fails to pay or perform. (See: guarantee)


GUARANTOR, contracts. He who makes a guaranty.
     2.
 subsidiaries recently filed an exchange offer registration statement with respect to these notes, as promised in connection with their issuance.

ACQUISITION

On July July: see month.  1, 2003, Apogent purchased the PathoDx line of products from Diagnostic Products Corporation. The PathoDx line consists of manual latex latex, emulsion of a polymer (e.g., rubber) in water (see colloid). Natural latexes are produced by a number of plants, are usually white in color, and often contain, in addition to rubber, various gums, oils, and waxes.  agglutination agglutination, in biochemistry
agglutination, in biochemistry: see immunity.
agglutination, in linguistics
agglutination, in linguistics: see inflection.
 and immunoflorescent microscopy microscopy /mi·cros·co·py/ (mi-kros´kah-pe) examination under or observation by means of the microscope.

mi·cros·co·py
n.
1. The study of microscopes.

2.
 diagnostic tests. Net sales from this product line for the first full year are expected to be approximately $2.5 million.

OUTLOOK FOR THE BALANCE OF THE YEAR AND FISCAL 2004

The Company is maintaining its guidance for the full fiscal year of 2003 to a range of $1.26 to $1.30 diluted earnings per share from continuing operations, before restructuring ($1.21 to $1.26 diluted earnings per share after restructuring charges restructuring charge

The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings.
 of approximately $7 million, or $0.04 to $0.05 per share). Although the Company has not commenced its detailed budgeting process for fiscal year 2004, the Company's preliminary estimate of diluted earnings per share for fiscal 2004 falls within a range of $1.50 to $1.65. This range assumes that the Company repurchases an additional 6.5 million shares.

CONFERENCE CALL

On Wednesday Wednesday: see week. , July 23, 2003, at 11:00 a.m. EST EST electroshock therapy.

EST
abbr.
electroshock therapy
, Apogent will host a conference call to discuss its second quarter financial results for the period ended June 30, 2003. The dial-in numbers for the teleconference are:

Domestic Callers (877) 679-9049

International Callers (952) 556-2803

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 August 23, 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. , July 24, 2003. The telephone replay numbers are (800) 615-3210 (Domestic Callers) or (703) 326-3020. (International Callers), passcode 6400826.

UPCOMING COMPANY TRADE SHOW EXHIBITS

Show                                         Details
----------------------------------------------------------------------
American Association of Clinical Chemistry   July 20 - 24, 2003
                                             Philadelphia, PA
                                             www.aacc.org
----------------------------------------------------------------------


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 (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: Clinical Group and 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: 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 success or failure of the proposed issuer tender offer and related transactions; 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.

              APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES

                      Consolidated Balance Sheets
            (in thousands except share and per share data)
                              (unaudited)

                                             June 30,    September 30,
                                                2003          2002
                                           ------------- -------------
                  Assets
Current assets:
  Cash and cash equivalents                     $86,150       $16,327
  Accounts receivable (less allowance for
   doubtful accounts of $4,008 and
   $5,723 respectively)                         174,945       186,950
  Inventories                                   213,367       203,997
  Deferred income taxes                          14,127        14,127
  Prepaid expenses and other current assets      18,957        19,689
  Assets of discontinued operations -
   avail. for sale                               52,879         5,436
                                           ------------- -------------
      Total current assets                      560,425       446,526
  Available for sale security                    62,727        60,183
  Property, plant and equipment, net            274,958       270,893
  Intangible assets                           1,173,866     1,243,113
  Other assets                                   19,414        15,370
                                           ------------- -------------
      Total assets                           $2,091,390    $2,036,085
                                           ============= =============

   Liabilities and Shareholders' Equity
Current liabilities:
  Short-term debt and overdrafts                $14,006       $10,640
  Accounts payable                               45,512        53,779
  Current portion of long-term debt               2,204        25,352
  Income taxes payable                           46,975        53,064
  Accrued payroll and employee benefits          31,056        32,009
  Accrued interest expense                        9,341        16,630
  Restructuring reserve                           1,250         1,548
  Other current liabilities                      29,367        23,074
  Liabilities of discontinued
   operations                                     5,545           305
                                           ------------- -------------
      Total current liabilities                 185,256       216,401
  Long-term debt                                884,717       635,020
  Securities lending agreement                   62,727        60,183
  Deferred income taxes                         144,090       132,100
  Other liabilities                              17,522        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 107,019,535
   and 106,976,877 shares respectively;
   outstanding 93,698,339 and 105,967,853
   shares respectively                            1,070         1,070
  Equity rights, 50 rights at $1.09 per
   right                                              -             -
  Additional paid-in capital                    270,591       271,682
  Retained earnings                             758,095       748,791
  Accumulated other comprehensive income
   (loss)                                         8,100       (26,419)
  Treasury common stock 13,321,196 and
   1,009,024 shares at cost                    (240,778)      (19,986)
                                           ------------- -------------
      Total shareholders' equity                797,078       975,138
                                           ------------- -------------
      Total liabilities and shareholders'
       equity                                $2,091,390    $2,036,085
                                           ============= =============



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

                              Three Months Ended    Nine Months Ended
                                   June 30,             June 30,
                                2003      2002       2003      2002
                              --------- ---------  --------- ---------

Net sales                     $278,478  $267,192   $812,914  $756,254

Cost of sales                  143,839   135,304    422,205   381,750
Restructuring charge               955     1,440        955     5,113
                              --------- ---------  --------- ---------
  Total cost of sales          144,794   136,744    423,160   386,863
                              --------- ---------  --------- ---------

  Gross profit                 133,684   130,448    389,754   369,391

Selling, general and
 administrative expenses        69,923    66,655    209,863   188,577
Restructuring charge               475         -        807     1,614
                              --------- ---------  --------- ---------

  Total selling, general and
   administrative expenses      70,398    66,655    210,670   190,191
                              --------- ---------  --------- ---------

  Operating income              63,286    63,793    179,084   179,200
Other income (expense):
  Interest expense             (11,635)  (10,273)   (32,427)  (30,851)
  Amortization of deferred
   financing fees               (1,006)     (938)    (2,809)   (2,680)
  Other, net                       163       963        943     3,272
                              --------- ---------  --------- ---------
Income from continuing
 operations before income
 taxes                          50,808    53,545    144,791   148,941
Income taxes                    15,104    19,597     49,408    54,512
                              --------- ---------  --------- ---------
Income from continuing
 operations                     35,704    33,948     95,383    94,429
Discontinued operations, net
 of income tax benefit           1,249     2,125    (86,079)   (9,437)
                              --------- ---------  --------- ---------
Net income                     $36,953   $36,073     $9,304   $84,992
                              ========= =========  ========= =========

Basic earnings per common
 share from continuing
 operations                      $0.36     $0.32      $0.93     $0.89
Discontinued operations           0.01      0.02      (0.84)    (0.09)
                              --------- ---------  --------- ---------

Basic earnings per common
 share                           $0.37     $0.34      $0.09     $0.80
                              ========= =========  ========= =========

Diluted earnings per common
 share from continuing
 operations                      $0.36     $0.31      $0.92     $0.87
Discontinued operations          $0.01      0.02      (0.83)    (0.09)
                              --------- ---------  --------- ---------

Diluted earnings per common
 share                           $0.37     $0.33      $0.09     $0.78
                              ========= =========  ========= =========

Weighted average basic shares
 outstanding                    99,486   106,816    103,053   106,452
Weighted average diluted
 shares outstanding            100,526   109,010    104,056   108,996



              APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
                 Consolidated Statements of Cash Flows
                            (in thousands)
                              (unaudited)
                                                   Nine Months Ended
                                                        June 30,
                                                    2003       2002
                                                 ---------- ----------
Cash flows from operating activities:
  Net income                                        $9,304    $84,992
  Adjustments to reconcile net income to net cash
   provided by operating activities
    Discontinued operations                         86,079      9,437
    Depreciation                                    31,819     27,499
    Amortization                                    14,377     12,272
    Gain on sale of property, plant and equipment      244        100
    Provision for losses on doubtful accounts         (808)      (496)
    Inventory provisions                               982     (2,919)
    Deferred income taxes                           10,252      3,416
    Changes in assets and liabilities, net of
     effects of businesses acquired:                                -
       Decrease in accounts receivable               3,312      1,107
       Increase in inventories                     (12,092)   (17,817)
       Increase in prepaid expenses and other
        current assets                              (3,376)    (4,734)
       Decrease in accounts payable                 (6,956)    (7,409)
       Increase (decrease) in income taxes
        payable                                     (6,604)    14,964
       Decrease in accrued payroll and employee
        benefits                                    (1,372)      (957)
       Decrease in accrued interest expense         (7,290)    (6,861)
       Increase (decrease) in restructuring
        reserve                                       (298)     3,188
       Increase (decrease) in other current
        liabilities                                  2,842     (6,045)
       Net change in other assets and liabilities   (4,970)     9,051
                                                 ---------- ----------
           Net cash provided by operating
            activities                             115,445    118,788
                                                 ---------- ----------
Cash flows from investing activities:
  Capital expenditures                             (37,684)   (31,356)
  Proceeds from sales of property, plant and
   equipment                                         1,221      1,119
  Net payments for businesses acquired             (21,654)  (142,117)
  Other investing activities                         1,546          -
                                                 ---------- ----------
           Net cash used in investing activities   (56,571)  (172,354)
                                                 ---------- ----------
Cash flows from financing activities:
  Proceeds from revolving credit facility          469,400    285,200
  Principal payments on revolving credit facility (469,400)  (465,300)
  Proceeds from long-term debt                     250,000    300,000
  Principal payments on long-term debt             (23,408)   (45,372)
  Proceeds from the exercise of stock options        2,543      8,407
  Proceeds from stock purchase program                 927          -
  Purchase of treasury stock                      (226,348)         -
  Financing fees paid                               (9,168)    (8,081)
  Other financing activities                         2,510       (374)
                                                 ---------- ----------
       Net cash provided by (used in) financing
        activities                                  (2,944)    74,480
                                                 ---------- ----------
Effect of exchange rate changes on cash and cash
 equivalents                                        13,893      4,503
                                                 ---------- ----------
Net increase in cash and cash equivalents           69,823     25,417
Cash and cash equivalents at beginning of period    16,327      9,192
                                                 ---------- ----------
Cash and cash equivalents at end of period         $86,150    $34,609
                                                 ========== ==========



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

                                   Three months ended June 30, 2003
                                --------------------------------------
                                  US GAAP    Adjustments   Adjusted
                                  Results        (D)       Results (A)
                                --------------------------------------

Net sales                          $278,478           $-     $278,478

Cost of sales                       143,839            -      143,839
Restructuring charge                    955         (955)           -
                                ------------ ------------ ------------
  Total cost of sales               144,794         (955)     143,839
                                ------------ ------------ ------------

  Gross profit                      133,684          955      134,639

Selling, general and
 administrative expenses             69,923            -       69,923
Restructuring charge                    475         (475)           -
                                ------------ ------------ ------------

  Total selling, general and
   administrative expenses           70,398         (475)      69,923
                                ------------ ------------ ------------

  Operating income                   63,286        1,430       64,716
Other income (expense):
  Interest expense                  (11,635)           -      (11,635)
  Amortization of deferred
   financing fees                    (1,006)           -       (1,006)
  Other, net                            163            -          163
                                ------------ ------------ ------------
Income from continuing
 operations before income taxes      50,808        1,430       52,238
Income taxes                         15,104          515       15,619
                                ------------ ------------ ------------
Income from continuing
 operations                          35,704          915       36,619
Discontinued operations, net of
 income tax benefit                   1,249            -        1,249
                                ------------ ------------ ------------
Net income                          $36,953         $915      $37,868
                                ============ ============ ============

Basic earnings per common share
 from continuing operations           $0.36                     $0.37
Discontinued operations                0.01                      0.01
                                ------------              ------------

Basic earnings per common share       $0.37                     $0.38
                                ============              ============

Diluted earnings per common
 share from continuing
 operations                           $0.36                     $0.36
Discontinued operations               $0.01                     $0.01
                                ------------              ------------

Diluted earnings per common
 share                                $0.37                     $0.38
                                ============              ============

Weighted average basic shares
 outstanding                         99,486                    99,486
Weighted average diluted shares
 outstanding                        100,526                   100,526


                           Three months ended June 30, 2002
                 -----------------------------------------------------
                 As Previously Discontinued  Adjustments    Adjusted
                  Reported US   Operations       (D)       Results (A)
                  GAAP Results      (C)
                       (B)
                 -----------------------------------------------------

Net sales             $280,700     $(13,508)          $-     $267,192

Cost of sales          141,783       (6,479)           -      135,304
Restructuring
 charge                  1,440            -       (1,440)           -
                 -----------------------------------------------------
  Total cost of
    sales              143,223       (6,479)      (1,440)     135,304
                 -----------------------------------------------------

  Gross profit         137,477       (7,029)       1,440      131,888

Selling, general
 and administrative
 expenses               70,189       (3,534)           -       66,655
Restructuring
 charge                      -            -            -            -
                 -----------------------------------------------------

  Total selling,
   general and
   administrative
    expenses            70,189       (3,534)           -       66,655
                 -----------------------------------------------------

  Operating income      67,288       (3,495)       1,440       65,233
Other income
 (expense):
  Interest expense     (10,273)           -            -      (10,273)
  Amortization of
   deferred
   financing fees         (938)           -            -         (938)
  Other, net               943           20            -          963
                 -----------------------------------------------------
Income from
 continuing
 operations
 before income
 taxes                  57,020       (3,475)       1,440       54,985
Income taxes            20,846       (1,249)         526       20,123
                 -----------------------------------------------------
Income from
 continuing
 operations             36,174       (2,226)         914       34,862
Discontinued
 operations, net
 of income tax
 benefit                  (101)       2,226            -        2,125
                 -----------------------------------------------------
Net income             $36,073           $-         $914      $36,987
                 =====================================================

Basic earnings
 per common share
 from continuing
 operations              $0.34                                  $0.33
Discontinued
 operations              (0.00)                                  0.02
                 --------------                          -------------

Basic earnings
 per common share        $0.34                                  $0.35
                 ==============                          =============

Diluted earnings
 per common share
 from continuing
 operations              $0.33                                  $0.32
Discontinued
 operations             $(0.00)                                 $0.02
                 --------------                          -------------

Diluted earnings
 per common share        $0.33                                  $0.34
                 ==============                          =============

Weighted average
 basic shares
 outstanding           106,816                                106,816
Weighted average
 diluted shares
 outstanding           109,010                                109,010



(A) These Adjusted Consolidated Statements of Income are for
    informational purposes only and are not in accordance with US
    generally accepted accounting principles (GAAP). These statements
    exclude the impact of the restructuring charges.

(B) Amounts previously reported. Includes the results of Vacuum
    Process Technology, Inc. (VPT) which was discontinued during
    FY2002.

(C) Reflects the impact of the discontinuance of Applied Biotech, Inc.
    (ABI) and BioRobotics Group Limited (BioRobtics) on historical
    financial results.

(D) Reflects the impact of restructuring charges.



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

                                    Nine months ended June 30, 2003
                                --------------------------------------
                                  US GAAP    Adjustments   Adjusted
                                  Results        (D)      Results (A)
                                --------------------------------------

Net sales                          $812,914           $-     $812,914

Cost of sales                       422,205            -      422,205
Restructuring charge                    955         (955)           -
                                ------------ ------------ ------------
  Total cost of sales               423,160         (955)     422,205
                                ------------ ------------ ------------

  Gross profit                      389,754          955      390,709

Selling, general and
 administrative expenses            209,863            -      209,863
Restructuring charge                    807         (807)           -
                                ------------ ------------ ------------

  Total selling, general and
   administrative expenses          210,670         (807)     209,863
                                ------------ ------------ ------------

  Operating income                  179,084        1,762      180,846
Other income (expense):
  Interest expense                  (32,427)           -      (32,427)
  Amortization of deferred
   financing fees                    (2,809)           -       (2,809)
  Other, net                            943            -          943
                                ------------ ------------ ------------
Income from continuing
 operations before income taxes     144,791        1,762      146,553
Income taxes                         49,408          634       50,042
                                ------------ ------------ ------------
Income from continuing
 operations                          95,383        1,128       96,511
Discontinued operations, net of
 income tax benefit                 (86,079)           -      (86,079)
                                ------------ ------------ ------------
Net income                           $9,304       $1,128      $10,432
                                ============ ============ ============

Basic earnings per common share
 from continuing operations           $0.93                     $0.94
Discontinued operations               (0.84)                    (0.84)
                                ------------              ------------

Basic earnings per common share       $0.09                     $0.10
                                ============              ============

Diluted earnings per common
 share from continuing
 operations                           $0.92                     $0.93
Discontinued operations              $(0.83)                   $(0.83)
                                ------------              ------------

Diluted earnings per common
 share                                $0.09                     $0.10
                                ============              ============

Weighted average basic shares
 outstanding                        103,053                   103,053
Weighted average diluted shares
 outstanding                        104,056                   104,056


                            Nine months ended June 30, 2002
                  ----------------------------------------------------
                 As Previously Discontinued  Adjustments    Adjusted
                  Reported US   Operations       (D)       Results (A)
                  GAAP Results     (C)
                      (B)
                  ----------------------------------------------------

Net sales             $790,129     $(33,875)          $-     $756,254

Cost of sales          398,871      (17,121)           -      381,750
Restructuring
 charge                  5,113            -       (5,113)           -
                  ----------------------------------------------------
  Total cost of
   sales               403,984      (17,121)      (5,113)     381,750
                  ----------------------------------------------------

 Gross profit          386,145      (16,754)       5,113      374,504

Selling, general
 and administrative
 expenses              198,319       (9,742)           -      188,577
Restructuring
 charge                  1,614            -       (1,614)           -
                  ----------------------------------------------------

  Total selling,
   general and
   administrative
   expenses            199,933       (9,742)      (1,614)     188,577
                  ----------------------------------------------------

  Operating income     186,212       (7,012)       6,727      185,927
Other income
 (expense):
  Interest expens      (30,804)         (47)           -      (30,851)
  Amortization of
   deferred
   financing fees       (2,680)           -            -       (2,680)
  Other, net             3,217           55            -        3,272
                  ----------------------------------------------------
Income from
 continuing
 operations before
 income taxes          155,945       (7,004)       6,727      155,668
Income taxes            57,076       (2,564)       2,455       56,967
                  ----------------------------------------------------
Income from
 continuing
 operations             98,869       (4,440)       4,272       98,701
Discontinued
 operations, net
 of income tax
 benefit               (13,877)       4,440            -       (9,437)
                  ----------------------------------------------------
Net income             $84,992           $-       $4,272      $89,264
                  ====================================================

Basic earnings per
 common share from
 continuing
 operations              $0.93                                  $0.93
Discontinued
 operations              (0.13)                                 (0.09)
                  -------------                          -------------

Basic earnings per
 common share            $0.80                                  $0.84
                  =============                          =============

Diluted earnings
 per common share
 from continuing
 operations              $0.91                                  $0.91
Discontinued
 operations             $(0.13)                                $(0.09)
                  -------------                          -------------

Diluted earnings
 per common share        $0.78                                  $0.82
                  =============                          =============

Weighted average
 basic shares
 outstanding           106,452                                106,452
Weighted average
 diluted shares
 outstanding           108,996                                108,996



(A) These Adjusted Consolidated Statements of Income are for
    informational purposes only and are not in accordance with US
    generally accepted accounting principles (GAAP). These statements
    exclude the impact of the restructuring charges.

(B) Amounts previously reported. Includes the results of Vacuum
    Process Technology, Inc. (VPT) which was discontinued during
    FY2002.

(C) Reflects the impact of the discontinuance of Applied Biotech, Inc.
    (ABI) and BioRobotics Group Limited (BioRobtics) on historical
    financial results.

(D) Reflects the impact of restructuring charges.



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

                               Three Months Ended   Nine Months Ended
                                    June 30,             June 30,
                                2003       2002      2003      2002
                             ----------- --------- --------- ---------
                                             (unaudited)
Net income                      $36,953   $36,073    $9,304   $84,992

Less:  Discontinued
 operations                       1,249     2,125   (86,079)   (9,437)

Income Taxes                     15,104    19,597    49,408    54,512
                             -----------------------------------------

Income from continuing
 operations before income
 taxes                           50,808    53,545   144,791   148,941

Interest expense                 11,635    10,273    32,427    30,851

Depreciation                     10,443     9,027    31,819    27,499

Amortization                      4,818     5,173    14,377    12,272

                             -----------------------------------------
Adjusted EBITDA                 $77,704   $78,018  $223,414  $219,563
                             =========================================



                                                  Three        Nine
                                                  Months      Months
                                                  Ended        Ended
                                                       June 30,
                                                     (unaudited)
Components of Net Sales Growth                     2003        2003
                                              ------------ -----------

Internal growth                                       1.0%        2.3%
Acquisitions                                          0.5%        2.8%
Foreign exchange                                      2.7%        2.4%
                                              ------------ -----------
     Total sales growth                               4.2%        7.5%
                                              ============ ===========

The above figures represent the percentage growth in net sales as
 compared to the same period in fiscal 2002.
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