Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - PERKINELMER INC | d8k.htm |
| EX-99.2 - PRESS RELEASE - PERKINELMER INC | dex992.htm |
Exhibit 99.1
PERKINELMER, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
On November 29, 2010, PerkinElmer, Inc. (the “Company”) completed the previously announced disposition of its Illumination and Detection Solutions (“IDS”) business to Excelitas Technologies Corp., formerly known as IDS Acquisition Corp. (the “Buyer”), a subsidiary of Veritas Capital Fund III, L.P., a New York- based private equity firm, pursuant to the terms of the master purchase and sale agreement between the Company and the Buyer, dated as of August 31, 2010 (the “Purchase Agreement”). The Company received $482.0 million in consideration for the IDS business, or approximately $500.0 million net of payments for acquired cash balances, subject to adjustment for working capital as of the closing of the sale. The Buyer acquired the IDS business under the Purchase Agreement through the purchase of all outstanding stock of certain subsidiaries of the Company located in Germany, Canada, China, Indonesia, the Philippines, the United Kingdom and the United States as well as the purchase of certain assets and the assumption of certain liabilities of the IDS business held by the Company and by certain of the Company’s subsidiaries located in Singapore and Germany.
The unaudited pro forma consolidated statements of operations for the fiscal years ended January 3, 2010, December 28, 2008 and December 30, 2007 give effect to the disposition of the IDS business. The Company has not presented the unaudited pro forma consolidated balance sheets as of October 3, 2010 and January 3, 2010 and unaudited pro forma consolidated statements of operations for the interim periods ended October 3, 2010 and October 4, 2009, as the effect of the disposition of the IDS business was reported as discontinued operations in the Company’s Quarterly Report on Form 10–Q for the quarter ended October 3, 2010, filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2010.
The unaudited pro forma consolidated statements of operations for the fiscal years ended January 3, 2010, December 28, 2008 and December 30, 2007 have been derived from the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2010 that has been filed with the SEC. The unaudited pro forma consolidated financial statements are based upon available information and assumptions that the Company believes are reasonable.
The unaudited pro forma consolidated financial statements have been provided for informational purposes only. The unaudited pro forma consolidated financial statements do not purport to project the future financial position or operating results of the Company. The unaudited pro forma consolidated financial statements, including the notes thereto, should be read in conjunction with the Company’s audited consolidated financial statements and notes included in its Annual Report on Form 10-K for the fiscal year ended January 3, 2010 and its Quarterly Report on Form 10–Q for the quarter ended October 3, 2010, that have both been filed with the SEC.
PERKINELMER, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
| Year Ended January 3, 2010 | ||||||||||||
| As Reported (1) | Adjustment for IDS Business (2) |
Pro Forma | ||||||||||
| (In thousands, except per share data) | ||||||||||||
| Sales |
$ | 1,812,202 | $ | 261,436 | $ | 1,550,766 | ||||||
| Cost of sales |
1,032,408 | 180,624 | 851,784 | |||||||||
| Selling, general and administrative expenses |
504,699 | 36,407 | 468,292 | |||||||||
| Research and development expenses |
107,251 | 16,470 | 90,781 | |||||||||
| Restructuring and lease charges, net |
20,231 | 2,244 | 17,987 | |||||||||
| Operating income from continuing operations |
147,613 | 25,691 | 121,922 | |||||||||
| Interest and other expense, net |
16,936 | 1,149 | 15,787 | |||||||||
| Income from continuing operations before income taxes |
130,677 | 24,542 | 106,135 | |||||||||
| Provision for income taxes |
37,933 | 6,133 | 31,800 | |||||||||
| Income from continuing operations |
$ | 92,744 | $ | 18,409 | $ | 74,335 | ||||||
| Earnings per share from continuing operations: |
||||||||||||
| Basic |
$ | 0.80 | $ | 0.64 | ||||||||
| Diluted |
$ | 0.80 | $ | 0.64 | ||||||||
| Weighted average shares of common stock outstanding: |
||||||||||||
| Basic |
116,250 | 116,250 | ||||||||||
| Diluted |
116,590 | 116,590 | ||||||||||
See accompanying notes to unaudited pro forma consolidated statements of operations.
PERKINELMER, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
| Year Ended December 28, 2008 | ||||||||||||
| As Reported (1) | Adjustment for IDS Business (2) |
Pro Forma | ||||||||||
| (In thousands, except per share data) | ||||||||||||
| Sales |
$ | 1,959,991 | $ | 300,323 | $ | 1,659,668 | ||||||
| Cost of sales |
1,124,921 | 198,951 | 925,970 | |||||||||
| Selling, general and administrative expenses |
524,816 | 38,447 | 486,369 | |||||||||
| Research and development expenses |
108,943 | 15,910 | 93,033 | |||||||||
| Restructuring and lease charges, net |
6,889 | 220 | 6,669 | |||||||||
| Operating income from continuing operations |
194,422 | 46,795 | 147,627 | |||||||||
| Interest and other expense, net |
45,609 | 1,570 | 44,039 | |||||||||
| Income from continuing operations before income taxes |
148,813 | 45,225 | 103,588 | |||||||||
| Provision for income taxes |
21,040 | 8,342 | 12,698 | |||||||||
| Income from continuing operations |
$ | 127,773 | $ | 36,883 | $ | 90,890 | ||||||
| Earnings per share from continuing operations: |
||||||||||||
| Basic |
$ | 1.09 | $ | 0.77 | ||||||||
| Diluted |
$ | 1.08 | $ | 0.77 | ||||||||
| Weighted average shares of common stock outstanding: |
||||||||||||
| Basic |
117,659 | 117,659 | ||||||||||
| Diluted |
118,687 | 118,687 | ||||||||||
See accompanying notes to unaudited pro forma consolidated statements of operations.
PERKINELMER, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
| Year Ended December 30, 2007 | ||||||||||||
| As Reported (1) | Adjustment for IDS Business (2) |
Pro Forma | ||||||||||
| (In thousands, except per share data) | ||||||||||||
| Sales |
$ | 1,728,877 | $ | 292,407 | $ | 1,436,470 | ||||||
| Cost of sales |
1,016,364 | 193,529 | 822,835 | |||||||||
| Selling, general and administrative expenses |
441,177 | 38,487 | 402,690 | |||||||||
| Research and development expenses |
104,891 | 14,623 | 90,268 | |||||||||
| Restructuring and lease charges, net |
14,387 | 470 | 13,917 | |||||||||
| Gains on settlement of insurance claim |
(15,346 | ) | — | (15,346 | ) | |||||||
| In-process research and development charges |
1,502 | — | 1,502 | |||||||||
| Operating income from continuing operations |
165,902 | 45,298 | 120,604 | |||||||||
| Interest and other expense, net |
16,877 | 987 | 15,890 | |||||||||
| Income from continuing operations before income taxes |
149,025 | 44,311 | 104,714 | |||||||||
| Provision for income taxes |
16,477 | 2,689 | 13,788 | |||||||||
| Income from continuing operations |
$ | 132,548 | $ | 41,622 | 90,926 | |||||||
| Earnings per share from continuing operations: |
||||||||||||
| Basic |
$ | 1.11 | $ | 0.76 | ||||||||
| Diluted |
$ | 1.09 | $ | 0.75 | ||||||||
| Weighted average shares of common stock outstanding: |
||||||||||||
| Basic |
118,916 | 118,916 | ||||||||||
| Diluted |
120,605 | 120,605 | ||||||||||
See accompanying notes to unaudited pro forma consolidated statements of operations.
PERKINELMER, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
| (1) | Represents results of operations as reported on the audited consolidated statements of operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2010. |
| (2) | Represents results of operations of the IDS business. Tax effects have been determined based on the statutory rates in effect during each of those years. |