SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT
UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
-------------------
PERKINELMER, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
-------------------
ZERO COUPON CONVERTIBLE DEBENTURES DUE AUGUST 7, 2020
(Title of Class of Securities)
-------------------
714046 AA 7
(CUSIP Number of Class of Securities)
-------------------
Terrance L. Carlson, Esq.
Senior Vice President and General Counsel
PerkinElmer, Inc.
45 William Street
Wellesley, MA 02481
(781) 237-5100
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
Copy to:
David E. Redlick, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Telecopy: (617) 526-5000
-------------------
CALCULATION OF FILING FEE
================================================================================
TRANSACTION VALUATION AMOUNT OF FILING FEE
--------------------------------------------------------------------------------
Not applicable* Not applicable*
================================================================================
* A filing fee is not required in connection with this filing as it relates
solely to preliminary communications made before the commencement of a
tender offer.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not applicable. Filing party: Not applicable.
Form or Registration No.: Not applicable. Date filed: Not applicable.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
This Schedule TO relates solely to preliminary communications made before the
commencement of a tender offer.
IMPORTANT ADDITIONAL INFORMATION ABOUT PERKINELMER, INC.'S OFFER TO PURCHASE
ITS OUTSTANDING ZERO COUPON CONVERTIBLE DEBENTURES WILL BE FILED WITH THE SEC.
PerkinElmer, Inc. ("PerkinElmer") plans to file with the Securities and
Exchange Commission ("SEC") a Schedule TO in connection with its intended
offer to purchase its outstanding zero coupon convertible debentures. The
Schedule TO will contain important information about PerkinElmer, the zero
coupon convertible debentures, PerkinElmer's offer to purchase the debentures
and related matters. Investors and security holders are urged to read the
Schedule TO carefully when it becomes available. Investors and security
holders will be able to obtain free copies of the Schedule TO and other
documents filed with the SEC by PerkinElmer through the web site maintained by
the SEC at www.sec.gov. In addition, investors and security holders will be
able to obtain free copies of the Schedule TO from PerkinElmer by contacting
PerkinElmer Investor Relations at 781-431-4306.
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Schedule TO filing contains "forward-looking" statements. Any
statements contained in this Schedule TO that relate to prospective events or
developments are deemed to be forward-looking statements. Words such as
"believes," "anticipates," "plans," "expects," "will" and similar expressions
are intended to identify forward-looking statements. There are a number of
important factors that could cause actual results or events to differ
materially from those indicated by these forward-looking statements, including
the possibility that the proposed new financing is not consummated, including
without limitation as a result of an inability to satisfy the conditions to
Merrill Lynch's obligations set forth in the commitment agreement, risks
related to PerkinElmer's debt levels, a downturn in PerkinElmer's customers'
markets, PerkinElmer's failure to introduce new products in a timely manner,
risks related to PerkinElmer's international operations, PerkinElmer's
inability to integrate acquired businesses into PerkinElmer's existing
business, competition and other factors which are described under the caption
"Forward-Looking Information and Factors Affecting Future Performance" in
PerkinElmer's quarterly report on Form 10-Q for the quarter ended June 30,
2002.
On October 29, 2002, PerkinElmer issued the following press release:
PERKINELMER REPORTS THIRD QUARTER 2002 RESULTS
- GAAP EPS OF $0.08; CASH EPS OF $0.11 FROM CONTINUING OPERATIONS
- FREE CASH FLOW OF $69 MILLION FROM CONTINUING OPERATIONS
- DEBT REDUCED BY $114 MILLION
- COMMITMENT RECEIVED FOR $445 MILLION FINANCING
BOSTON - PerkinElmer, Inc. (NYSE: PKI) today announced third quarter 2002 GAAP
earnings per share from continuing operations of $0.08 on revenue of $366
million. For the same period last year, GAAP earnings per share from continuing
operations were $0.33 on revenue of $348 million. Cash earnings per share from
continuing operations (which exclude the amortization of intangibles) for the
third quarter of 2002 were $0.11, including a $0.04 per share net benefit from
the early retirement of debt and the reclassification of the Fluid Sciences
business unit into continuing operations. This compares to cash earnings per
share of $0.40 for the prior year period (which exclude the amortization of
intangibles, goodwill and non-recurring items). Net earnings per share from
total continued and discontinued operations for the third quarter of 2002 were
$0.06 on a GAAP basis and $0.09 on a cash basis.
Revenue from continuing operations for the third quarter of 2002 was up 5% over
the same period last year. Third quarter organic revenue, which excludes the
effects of acquisitions and divestitures and the impact of foreign exchange,
declined 5% from the same period last year. PerkinElmer reports organic revenue
to provide investors with a consistent basis for comparing the performance of
its operations over different periods.
As a result of market conditions, the company decided to retain its Fluid
Sciences business unit, which provides sealing solutions and advanced fluid
containment technologies to the aerospace, semiconductor and power generation
markets. The company reclassified the results of its Fluid Sciences business
unit into continuing operations. All financial data in this press release,
including data for prior periods, have been adjusted to give effect to the
reclassification of the results of the Fluid Sciences business unit into
continuing operations.
In addition, the company today announced the combination of its Life Sciences
and Analytical Instruments business units into a new integrated business named
Life and Analytical Sciences. The new business will leverage the strengths of
the respective sales,
PERKINELMER REPORTS THIRD QUARTER 2002 RESULTS
PAGE 2 OF 11
service, and R&D organizations along with the operational scale to better serve
customers. Peter B. Coggins, PhD., formerly president of PerkinElmer Life
Sciences, will serve as president of the organization.
"An integrated Life and Analytical Sciences organization will enable PerkinElmer
to provide a single, unified face to our customers in the biopharmaceutical and
clinical diagnostics markets, as well as bring greater resources to our
analytical customers," said Gregory L. Summe, chairman and CEO of PerkinElmer,
Inc.
The company also announced that it has received a commitment from Merrill Lynch
Capital Corporation to provide a senior secured credit facility of up to $445
million, including a revolving credit facility of $100 million. The company
intends to use borrowings under these facilities to repay existing debt.
Merrill Lynch's commitment for the new financing is contingent on completion of
confirmatory due diligence, final documentation, issuance by PerkinElmer of $225
million of new subordinated debt securities, and other customary conditions.
Free cash flow was $69 million in the third quarter. During the third quarter
the company retired $114 million of debt. At the end of the quarter, PerkinElmer
had outstanding indebtedness of $592 million and cash and cash equivalents of
$98 million.
"Our strong cash flow from operations and working capital improvement
strengthened our balance sheet during the quarter. We believe that the third
quarter debt retirement, together with the anticipated financing from Merrill
Lynch, will relieve some of the concerns about our near term debt maturities,"
said Summe.
FINANCIAL OVERVIEW BY SEGMENT:
LIFE SCIENCES reported revenue of $118 million for the quarter, up 57% over the
third quarter of 2001, due to the inclusion of Packard BioScience. Organically,
revenue declined 7%. Double-digit growth in genetic screening, and growth in
reagents and service sales was offset by weakness in sales of instrumentation to
large pharmaceutical customers. During the quarter, the business unit introduced
the SmartStation(TM) ultra high throughput screening integrated platform to
provide integrated assay development, secondary screening, and ADME/Tox
solutions for pharmaceutical and biotech customers. The unit's SNP detection
system, the AcycloPrime(TM)-FP, was voted "Product of the Year" by readers of
Genome Technology magazine. GAAP operating margin for the quarter of 4% and cash
operating
PERKINELMER REPORTS THIRD QUARTER 2002 RESULTS
PAGE 3 OF 11
margin of 9% were down year-over-year reflecting the impact of lower volume and
investments in sales and marketing.
OPTOELECTRONICS reported revenue of $84 million, down 7% from the same quarter
last year on a reported basis and down 3% on an organic basis, reflecting
weakness in lighting end markets, somewhat offset by growth in sales of
biomedical components. The unit shipped its first Digital Angiography Detectors
for customers in the biomedical market during the quarter. It also showcased
several new technologies that deliver high-performance flash systems, and a new
family of Cermax Xenon Short Arc Lamps, which enable high-intensity light for
medical applications. GAAP operating margin for the quarter of 7%, and cash
operating margin of 8%, were down year-over-year due to unabsorbed overhead
resulting from the low revenue base.
ANALYTICAL INSTRUMENTS reported revenue of $115 million for the quarter, a
decline of 12% from the same period in 2001 on a reported basis and down 5% on
an organic basis. The decline was driven by weak instrument sales. During the
quarter, the unit introduced the Optima(TM)4300V, an ICP-OES spectrometer
featuring a vertically aligned torch, the AAnalyst(TM)200 atomic absorption
spectrometer, and the Clarus(TM)500 gas chromatograph. Scientific Computing and
Instrumentation magazine readers selected PerkinElmer Instruments' AutoSystem
XL(TM)GC as the Chromatography System 2002 Readers' Choice Award Winner.
PerkinElmer Instruments was also voted as a Readers' Choice finalist in the
areas of chromatography data and spectroscopy systems for its TotalChrom(TM)
Workstation Chromatography Data System and Spectrum(TM) Spotlight 300 IR Imaging
System, respectively. GAAP operating margin for the quarter of 4%, and cash
operating margin of 5% were down year-over-year due to lower volume and
competitive pricing pressure.
FLUID SCIENCES reported revenue of $49 million for the quarter, a 7% decline
from the same period in 2001 on a reported basis and a 4% organic decline,
reflecting weakness in the aerospace market. During the quarter, the unit
announced that it had been selected by Airbus to develop and supply the advanced
high-pressure hydraulic accumulators for the A380 aircraft. PerkinElmer's
high-pressure hydraulic accumulators use welded metal bellows technology to
eliminate elastomeric separators that limit life on other types of accumulators.
GAAP operating margin for the quarter of 11%, and cash operating margin of 12%
declined year-over-year as a result of lower volumes.
"During the quarter each of our businesses continued to deliver a steady
pipeline of application-focused, new products and improve their operational
processes," said Summe. "While our end markets remain challenging, we believe
the company will continue to make significant progress in driving growth in
earnings and cash flow."
PERKINELMER REPORTS THIRD QUARTER 2002 RESULTS
PAGE 4 OF 11
For the third quarter of 2002, cash operating margins from continuing operations
described above exclude $5.5 million, $0.3 million, $1.1 million and $0.2
million of intangibles amortization for Life Sciences, Optoelectronics,
Analytical Instruments, and Fluid Sciences, respectively.
In addition to reporting GAAP results, PerkinElmer reports cash earnings per
share (excluding amortization of intangibles and goodwill) to provide investors
with a measure of business performance comparable to that used by other
companies in similar industries and to eliminate the impact of the
implementation of FASB no. 142 on period-to-period comparisons. Amortization of
intangibles, other than goodwill, was $0.03 per share for the third quarter of
2002 and $0.02 per share for the third quarter of 2001. Amortization of goodwill
was $0.06 per share for the third quarter of 2001. In accordance with FASB no.
142, PerkinElmer ceased amortizing goodwill beginning with the 2002 fiscal year.
The company will discuss the third quarter 2002 results in a conference call on
Tuesday, October 29, 2002, at 10:00 a.m. Eastern Time (ET). To listen to this
call live, please tune into the webcast via www.perkinelmer.com. A playback of
this conference call will be available from 1:00 p.m. ET, Tuesday, October 29,
2002, until 11:59 p.m. ET, Monday, November 4, 2002. The playback phone number
is 719-457-0820 and the code number is 467644.
FACTORS AFFECTING FUTURE PERFORMANCE
This press release contains "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Any statements contained
in this press release that relate to prospective events or developments are
deemed to be forward-looking statements. Words such as "believes,"
"anticipates," "plans," "expects," "will" and similar expressions are intended
to identify forward-looking statements. There are a number of important factors
that could cause actual results or events to differ materially from those
indicated by these forward-looking statements, including the possibility that
the proposed new financing is not consummated, including without limitation as a
result of an inability to satisfy the conditions to Merrill Lynch's obligations
set forth in the commitment agreement, risks related to our debt levels, a
downturn in our customers' markets, our failure to introduce new products in a
timely manner, risks related to our international operations, our inability to
integrate acquired businesses into our existing business, competition and other
factors which we describe under the caption "Forward-Looking Information and
Factors Affecting Future Performance" in our quarterly report on Form 10-Q for
the quarter ended June 30, 2002. We disclaim any intention or obligation to
update any forward-looking statements as a result of developments occurring
after the date of this press release.
PERKINELMER REPORTS THIRD QUARTER 2002 RESULTS
PAGE 5 OF 11
IMPORTANT ADDITIONAL INFORMATION ABOUT PERKINELMER'S OFFER TO PURCHASE ITS
OUTSTANDING ZERO COUPON CONVERTIBLE DEBENTURES WILL BE FILED WITH THE SEC.
PerkinElmer plans to file with the SEC a Schedule TO in connection with its
intended offer to purchase its outstanding zero coupon convertible debentures.
The Schedule TO will contain important information about PerkinElmer, the zero
coupon convertible debentures, PerkinElmer's offer to purchase the debentures
and related matters. Investors and security holders are urged to read the
Schedule TO carefully when it becomes available. Investors and security holders
will be able to obtain free copies of the Schedule TO and other documents filed
with the SEC by PerkinElmer through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be able to obtain
free copies of the Schedule TO from PerkinElmer by contacting PerkinElmer
Investor Relations at 781-431-4306.
# # #
PerkinElmer, Inc. is a global technology leader focused in the following
businesses - Life Sciences, Optoelectronics, Analytical Instruments, and Fluid
Sciences. Combining operational excellence and technology expertise with an
intimate understanding of our customers' needs, PerkinElmer creates innovative
solutions - backed by unparalleled service and support - for customers in health
sciences, semiconductor, aerospace, and other markets whose applications demand
precision and speed. The company operates in more than 125 countries, and is a
component of the S&P 500 Index. Additional information is available through
www.perkinelmer.com or 1-877-PKI-NYSE.
For further information:
Investor Contact: Media Contact:
Diane Basile Jim Monahan
PerkinElmer, Inc. PerkinElmer, Inc.
(781) 431-4306 (781) 431-4111
- more -
PERKINELMER REPORTS THIRD QUARTER 2002 RESULTS
PAGE 6 OF 11
PERKINELMER, INC. AND SUBSIDIARIES
GAAP INCOME STATEMENTS
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------ ------------------------------
(IN THOUSANDS EXCEPT PER SHARE DATA) Sept. 29, 2002 SEPT. 30, 2001 SEPT. 29, 2002 SEPT. 30, 2001
-------------- -------------- -------------- --------------
SALES $ 366,011 $ 348,322 $ 1,095,400 $ 1,119,358
Cost of Sales 219,256 192,649 663,017 622,553
Research and Development Expenses 20,505 18,488 64,915 61,086
Selling, General and Administrative Expenses 109,556 86,998 344,253 293,329
Gains on dispositions and restructuring charges, net -- (2,500) 4,008 (13,348)
----------- ----------- ----------- -----------
OPERATING INCOME FROM CONTINUING OPERATIONS 16,694 52,687 19,207 155,738
Other Expense, Net 4,731 4,486 26,782 23,362
----------- ----------- ----------- -----------
Income From Continuing Operations Before Income Taxes 11,963 48,201 (7,575) 132,376
Provision for Income Taxes 2,213 14,215 (2,742) 43,231
----------- ----------- ----------- -----------
NET INCOME FROM CONTINUING OPERATIONS 9,750 33,986 (4,833) 89,145
Income From Discontinued Operations, Net of Income Tax (2,604) (2,767) (15,711) (5,020)
Gain on Disposition of Discontinued Operations, Net of Income Tax -- -- (10,966) --
----------- ----------- ----------- -----------
NET INCOME BEFORE EFFECT OF ACCOUNTING CHANGE 7,146 31,219 (31,510) 84,125
Effect of Accounting Change, Net of Income Tax -- -- (117,800) --
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 7,146 $ 31,219 $ (149,310) $ 84,125
=========== =========== =========== ===========
Diluted Earnings Per Share:
CONTINUING OPERATIONS $ 0.08 $ 0.33 $ (0.04) $ 0.86
Income From Discontinued Operations, Net of Income Tax (0.02) (0.03) (0.13) (0.05)
Gain on Disposition of Discontinued Operations, Net of Income Tax -- -- (0.09) --
----------- ----------- ----------- -----------
NET INCOME BEFORE EFFECT OF ACCOUNTING CHANGE 0.06 0.30 (0.25) 0.81
Effect of Accounting Change, Net of Income Tax -- -- (0.94) --
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 0.06 $ 0.30 $ (1.19) $ 0.81
=========== =========== =========== ===========
Weighted Average Diluted Shares of Common Stock Outstanding 126,775 104,341 125,335 104,179
PERKINELMER REPORTS THIRD QUARTER 2002 RESULTS
PAGE 7 OF 11
PERKINELMER, INC. AND SUBSIDIARIES
ADJUSTED INCOME STATEMENTS
EXCLUDES GOODWILL/INTANGIBLES AMORTIZATION, GAINS,
RESTRUCTURING AND OTHER NONRECURRING ITEMS
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------ ------------------------------
(IN THOUSANDS EXCEPT PER SHARE DATA) SEPT. 29, 2002 SEPT. 30, 2001 SEPT. 29, 2002 SEPT. 30, 2001
-------------- -------------- -------------- --------------
SALES $ 366,011 $ 348,322 $ 1,095,400 $ 1,119,358
Cost of Sales 219,256 189,174 644,284 616,978
Research and Development Expenses 20,505 18,488 64,915 58,593
Selling, General and Administrative Expenses 102,436 75,025 319,742 258,302
----------- ----------- ----------- -----------
OPERATING INCOME FROM CONTINUING OPERATIONS 23,814 65,635 66,459 185,485
Other Expense, Net 4,731 7,875 26,782 26,751
----------- ----------- ----------- -----------
Income From Continuing Operations Before Income Taxes 19,083 57,760 39,677 158,734
Provision for Income Taxes 4,876 16,105 11,902 46,095
----------- ----------- ----------- -----------
NET INCOME FROM CONTINUING OPERATIONS 14,207 41,655 27,775 112,639
Income From Discontinued Operations, Net of Income Tax (2,604) (2,767) (15,711) (5,020)
Gain on Disposition of Discontinued Operations, Net of Income Tax -- -- (10,966) --
----------- ----------- ----------- -----------
NET INCOME $ 11,603 $ 38,888 $ 1,098 $ 107,619
=========== =========== =========== ===========
Diluted Earnings Per Share:
NET INCOME FROM CONTINUING OPERATIONS $ 0.11 $ 0.40 $ 0.22 $ 1.08
Income From Discontinued Operations, Net of Income Tax (0.02) (0.03) (0.12) (0.05)
Gain on Disposition of Discontinued Operations, Net of Income Tax -- -- (0.09) --
----------- ----------- ----------- -----------
NET INCOME $ 0.09 $ 0.37 $ 0.01 $ 1.03
=========== =========== =========== ===========
Weighted Average Diluted Shares of Common Stock Outstanding 126,775 104,341 126,497 104,179
PERKINELMER REPORTS THIRD QUARTER 2002 RESULTS
PAGE 8 OF 11
PERKINELMER, INC. AND SUBSIDIARIES
SALES AND OPERATING PROFIT
BEFORE GOODWILL/ INTANGIBLES AMORTIZATION, GAINS,
RESTRUCTURING AND UNUSUAL ITEMS
c
3RD QUARTER NINE MONTHS
------------------- --------------------
(IN THOUSANDS) 2002 2001 2002 2001
---- ---- ---- ----
LIFE SCIENCES Sales $ 117,729 $ 74,764 $ 363,523 $ 221,637
OP$ 10,510 14,948 36,414 40,702
OP% 8.9% 20.0% 10.0% 18.4%
OPTOELECTRONICS Sales 84,349 90,657 236,472 295,105
OP$ 6,476 21,167 10,330 58,972
OP% 7.7% 23.3% 4.4% 20.0%
ANALYTICAL INSTRUMENTS Sales 115,138 130,187 354,551 421,262
OP$ 5,653 16,704 18,518 50,865
OP% 4.9% 12.8% 5.2% 12.1%
FLUID SCIENCES Sales 48,795 52,714 140,854 181,354
OP$ 5,647 15,062 13,315 43,325
OP% 11.6% 28.6% 9.5% 23.9%
OTHER OP$ (4,472) (2,246) (12,118) (8,379)
CONTINUING OPERATIONS Sales $ 366,011 $ 348,322 $1,095,400 $1,119,358
========= ========= ========== ==========
OP$ $ 23,814 $ 65,635 $ 66,459 $ 185,485
========= ========= ========== ==========
OP% 6.5% 18.8% 6.1% 16.6%
Note: Nonrecurring items represent income and expenses associated with
acquisition, restructuring, divestiture or other unusual items which
are not expected to have an impact on ongoing operations.
PERKINELMER REPORTS THIRD QUARTER 2002 RESULTS
PAGE 9 OF 11
PERKINELMER, INC. AND SUBSIDIARIES
RECONCILIATION
ADJUSTED NET INCOME TO REPORTED NET INCOME
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
--------------------------- ----------------------------
SEPTEMBER 29, SEPTEMBER 30, SEPTEMBER 29, SEPTEMBER 30,
(IN THOUSANDS) 2002 2001 2002 2001
------------- ------------- ------------- -------------
ADJUSTED INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES $ 19,083 $ 57,760 $ 39,677 $ 158,734
Nonrecurring Items:
Acquisition-related Charges -- (1,390) (1,500) (4,173)
Gains on Dispositions, net -- 5,390 5,216 13,738
Restructuring Actions -- 500 (9,224) 3,000
Integration and Reorganization-related Charges -- (3,917) (3,242) (9,127)
--------- --------- --------- ---------
Net Nonrecurring Items -- 583 (8,750) 3,438
Inventory Adjustment -- -- (17,233) --
Goodwill and Intangibles Amortization (7,120) (10,142) (21,269) (29,796)
--------- --------- --------- ---------
Income (Loss) From Continuing Operations Before Income Taxes 11,963 48,201 (7,575) 132,376
Provision for Income Taxes 2,213 14,215 (2,742) 43,231
--------- --------- --------- ---------
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE EFFECT OF
ACCOUNTING CHANGE $ 9,750 $ 33,986 $ (4,833) $ 89,145
========= ========= ========= =========
PERKINELMER REPORTS THIRD QUARTER 2002 RESULTS
PAGE 10 OF 11
PERKINELMER, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 29, 2002 JUNE 30, 2002 DECEMBER 30, 2001
------------------ ------------- -----------------
(IN THOUSANDS)
Current assets:
Cash and cash equivalents $ 97,549 $ 143,343 $ 138,250
Accounts receivable 294,651 309,660 319,063
Inventories 221,536 227,173 244,841
Other current assets 168,457 170,904 150,686
Current assets of discontinued operations 10,212 12,046 90,518
----------- ----------- -----------
Total current assets 792,405 863,126 943,358
Property, plant and equipment:
At cost 556,280 559,328 530,327
Accumulated depreciation (280,006) (273,933) (247,703)
----------- ----------- -----------
Net property, plant and equipment 276,274 285,395 282,624
Investments 14,293 16,500 18,197
Intangible assets 1,446,689 1,453,867 1,530,053
Other assets 62,497 81,717 102,055
Long-term assets of discontinued operations 7,157 7,336 93,651
----------- ----------- -----------
Total assets $ 2,599,315 $ 2,707,941 $ 2,969,938
=========== =========== ===========
Current liabilities:
Short-term debt $ 153,218 $ 100,000 $ 125,984
Accounts payable 138,260 132,819 128,952
Accrued restructuring costs 31,970 33,902 51,735
Accrued expenses 345,697 327,916 427,550
Current liabilities of discontinued operations 3,684 5,719 20,814
----------- ----------- -----------
Total current liabilities 672,829 600,356 755,035
Long-term debt 438,792 606,537 598,125
Long-term liabilities 272,599 275,433 253,164
Long-term liabilities of discontinued operations 2,158 2,222 57
Commitment and contingencies
Stockholders equity:
Preferred stock -- -- --
Common stock 145,101 145,101 145,101
Capital in excess of par value 644,188 644,218 641,164
Retained earnings 666,255 667,786 842,004
Accumulated other comprehensive loss (45,023) (35,794) (60,940)
Cost of shares held in treasury (197,584) (197,918) (203,772)
----------- ----------- -----------
Total stockholders' equity 1,212,937 1,223,393 1,363,557
----------- ----------- -----------
Total liabilities and stockholders' equity $ 2,599,315 $ 2,707,941 $ 2,969,938
=========== =========== ===========
PERKINELMER REPORTS THIRD QUARTER 2002 RESULTS
PAGE 11 OF 11
PERKINELMER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED
------------------------------------
SEPTEMBER 29, SEPTEMBER 30,
(IN THOUSANDS) 2002 2001
------------- -------------
OPERATING ACTIVITIES:
Net income $ 7,146 $ 31,219
Add net loss from discontinued operations 2,604 2,767
--------- ---------
Income from continuing operations 9,750 33,986
Depreciation and amortization 19,525 19,712
Amortization of deferred debt issuance costs and accretion
of discount 5,239 5,455
Gains on disposal of business, net -- (8,732)
Gain on purchase of debt, net (4,068) --
Changes in assets and liabilities which provided (used) cash,
excluding effects from companies purchased and divested:
Accounts receivable 12,006 (7,425)
Inventories 3,973 (10,769)
Accounts payable 5,614 12,800
Tax refund 27,446 --
Restructuring (1,768) (6,392)
Accrued expenses and other (3,330) (830)
--------- ---------
NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS 74,387 37,805
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS (3,443) (7,352)
--------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 70,944 30,453
INVESTING ACTIVITIES:
Capital expenditures (5,489) (30,725)
Proceeds from dispositions of businesses and sales of PP&E, net 10,284 4,226
Costs of acquisitions, net of cash acquired (6,300) --
Proceeds from sales of investments, net 858 2,132
--------- ---------
NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS (647) (24,367)
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS (6) (7,348)
--------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (653) (31,715)
FINANCING ACTIVITIES:
Prepayment of zero coupon bonds (84,440) --
Increase (decrease) in commercial paper borrowings -- (2,000)
Decrease in other debt (27,000) (2,951)
Proceeds from issuance of common stock 5,336 4,330
Purchases of common stock -- (1,466)
Cash dividends (8,842) (7,091)
--------- ---------
NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS (114,946) (9,178)
NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS -- --
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (114,946) (9,178)
Effect of Exchange Rate Changes on Cash and Cash Equivalents (1,139) 4,904
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Decrease in Cash and Cash Equivalents (45,794) (5,536)
Cash and Cash Equivalents at Beginning of Period 143,343 133,935
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Cash and Cash Eqivalents at End of Period $ 97,549 $ 128,399
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