-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G+SxsQUhDC78Pv3v9lbFo/SEYHaRMtcfvd+VircY5O+c1DM1keZSgb0vORA3ZrPn vgDvABzvJrzWQJc8VgVaRg== 0000950135-99-002365.txt : 19990507 0000950135-99-002365.hdr.sgml : 19990507 ACCESSION NUMBER: 0000950135-99-002365 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990425 ITEM INFORMATION: FILED AS OF DATE: 19990506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EG&G INC CENTRAL INDEX KEY: 0000031791 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 042052042 STATE OF INCORPORATION: MA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05075 FILM NUMBER: 99611941 BUSINESS ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 BUSINESS PHONE: 7812375100 MAIL ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02481 FORMER COMPANY: FORMER CONFORMED NAME: EDGERTON GERMESHAUSEN & GRIER INC DATE OF NAME CHANGE: 19670626 8-K 1 EG&G, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) April 25, 1999 -------------- EG&G, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter)
Massachusetts 1-5075 04-2052042 - ------------------- ----------------------- ------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation)
45 William Street, Wellesley, Massachusetts 02481 --------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (781) 237-5100 ---------------------------------------------------- (Registrant's telephone number, including area code) Not applicable ----------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events On April 25, 1999, the Company issued a press release reporting on its financial results for the first quarter of 1999 (see attached press release). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EG&G, Inc. By /s/ Murray Gross ---------------------------------- Senior Vice President, General Counsel and Clerk Date: May 6, 1999 EXHIBIT INDEX Exhibit Number Exhibit Description - -------------- -------------------- (99) Press Release dated April 25, 1999 EX-99 2 PRESS RELEASE DATED APRIL 25, 1999 1 Exhibit 99 FOR IMMEDIATE RELEASE 25 April 1999 EG&G ANNOUNCES 24% INCREASE IN DILUTED EARNINGS PER SHARE FOR THE FIRST QUARTER 1999 WELLESLEY, MASSACHUSETTS . . . EG&G, Inc. today announced first quarter diluted earnings per share (EPS) of $.31, a 24% increase over 1998 first quarter EPS of $.25 (before non-recurring items). Net income for the first quarter increased 24% to $14.1 million (M) from $11.3M for the first quarter of the prior year (before non-recurring items). Operating profit from continuing operations increased 37% to $25.8M, or 7.2% of sales, from $18.8M, or 5.3% of sales for the first quarter last year. The increase in operating profit was due to improvements in the Company's cost structure reflecting restructuring actions initiated in 1998, productivity and quality initiatives, and a better mix of higher value-added products. Gregory L. Summe, President and CEO said, "We were very pleased with our first quarter, not only because of the excellent financial results, but because we also took several strategic actions to sharpen our focus on becoming a high growth technology company." During the quarter, the Company signed an agreement to purchase the Perkin-Elmer Analytical Instruments business and engaged Goldman Sachs to review strategic alternatives for the Company's Technical Services segment. Summe continued, "We believe that our first quarter results are a strong start toward achieving $1.60 EPS for 1999." Excluding divestitures, sales for the first quarter of 1999 increased 7% to $357.5M versus $333.3M for the first quarter, 1998, more than overcoming the loss of the Kennedy Space Center contract in the Technical Services segment during 1998. Sales of ongoing operations (excluding Kennedy Space Center contract and divestitures) were up 22%. First quarter segment results were as follows: LIFE SCIENCES increased sales 12% to $36.9M from $32.9M in the first quarter of 1998. Operating profit of $4.0M represents an increase of 200% over first quarter 1998 (before non-recurring). 2 EG&G ANNOUNCES 24% INCREASE IN DILUTED EARNINGS PER SHARE FOR THE FIRST QUARTER 1999 Page 2 of 5 Revenue growth reflected continued strong demand in both the bioanalytical research (BAR) and diagnostic businesses. In the BAR market, the Life Science segment is experiencing strong demand for its VICTOR(2)(TM) microplate readers and Lance(TM) reagents due to the growth in drug discovery and in molecular and cellular research. The Company's increased sales and marketing efforts in the U.S. diagnostic market drove strong growth as the Company continues to expand its worldwide, market leading position in neonatal and pre-natal screening. Operating margins expanded 680 basis points to 10.8% from 4.0% in first quarter, 1998 (before non-recurring), due to increased volume, stronger sales of higher margin services and reagents, and lower 1999 expense levels. OPTOELECTRONICS' sales increased in the first quarter, 1999 by 58% to $100.5M from $63.7M in first quarter, 1998 due to the acquisition of Lumen Technologies, Inc. in December, 1998. Operating profit was up six fold to $7.8M, or 7.8% of sales, from $1.3M, or 2.0%, in first quarter, 1998. Revenue of this segment, excluding the acquisition of Lumen, was down 6% due to management's decision to exit both the automotive sensors business and assembly of printed circuit boards. The strength of the medical, video projection and entertainment markets drove Lumen revenues up low-double digits over the first quarter, 1998, which was prior to acquisition by the Company. In addition, custom systems business revenue growth exceeded 10% due to increased demand in aerospace and defense markets. Operating margin improvement of 580 basis points compared to first quarter, 1998 (before non-recurring) was primarily due to restructuring of manufacturing activities including the relocation of certain production to the Far East, closing a wafer fabrication facility, as well as the inclusion of higher value added Lumen products. INSTRUMENTS' sales increased 2% to $64.7M in the first quarter of 1999 from $63.2M in the first quarter of 1998. Strong growth in the analytical instruments business during the quarter and the inclusion of the Lumen photolithography business in this segment offset continuing weakness in the security and automotive businesses. The Lumen photolithography business is up low double digits over the first quarter, 1998, which was prior to acquisition by the Company, due to the introduction of several new products. The Company's new product introductions in the analytical instrument business, including E-Chem(R), a new Windows-based software package, drove revenue growth of 9%. Operating profit decreased to $5.0M in the first quarter of 1999 from $5.7M in the first quarter of 1998. Softness in security and automotive testing, which was partially offset by operating margin improvements at analytical instruments and the inclusion of Lumen photolithography resulted in reducing operating margins for this segment by 130 basis points to 7.7%. 3 EG&G ANNOUNCES 24% INCREASE IN DILUTED EARNINGS PER SHARE FOR THE FIRST QUARTER 1999 Page 3 of 5 Sales in our ENGINEERED PRODUCTS segment increased 11% to $41.2M from $37.2M for the first quarter of 1998. Excluding the impact of the Belfab acquisition and the exiting of low-margin, sheet metal fabrication product lines, revenue was flat. Revenue growth in brush and static seals for the power generation business offset softness in the aerospace market. Operating margins expanded to 9.8% in first quarter from 7.1% in first quarter, 1998 (before non-recurring) as the benefits of ongoing Six Sigma quality and productivity programs initiated last year are significantly reducing costs. TECHNICAL SERVICES sales were down 16% in the first quarter of 1999 to $114.3M from $136.3M in the previous year primarily due to the loss of the Kennedy Space Center contract. Excluding the loss of the Kennedy Space Center contract, sales were up 16%. The strong increase in revenue from ongoing operations was attributable to recent contract wins for government services and base privatization activities. Operating margin increased to 5.7% of sales in the first quarter of 1999 from 4.8% in the first quarter of 1998 (before non-recurring). This improvement resulted primarily from better contract performance and higher operating margins associated with the recent service contracts. FORWARD-LOOKING INFORMATION AND FACTORS AFFECTING FUTURE PERFORMANCE This press release contains "forward-looking" statements. For this purpose, any statements contained in this press release that are not statements of historical fact may be 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 the results of EG&G to differ materially from those indicated by these forward-looking statements, including among others, the factors set forth under "Forward-looking Information and Factors Affecting Future Performance" in the Company's Annual Report on Form 10-K for the year ended January 3, 1999 filed with the Securities and Exchange Commission, Exhibit 99.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 1999 which factors are incorporated by reference in this press release. EG&G, Inc. is a global technology company based in Wellesley, Massachusetts that provides products and systems to medical, telecom, aerospace, semiconductor, photographic and other industries. It delivers skilled support services to government and industrial customers. For further information contact: Gregory D. Perry, EG&G, Inc. Tel. (781) 431-4306 - more - 4 EG&G ANNOUNCES 24% INCREASE IN DILUTED EARNINGS PER SHARE FOR THE FIRST QUARTER 1999 Page 4 of 5 EG&G, INC. AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT
First Quarter ------------------------- (In thousands except per share data) 1999 1998 - ------------------------------------ --------- --------- Sales $ 357,487 $ 355,936 Cost of Sales 261,150 264,760 Research and Development Expenses 13,502 11,042 Selling, General and Administrative Expenses 57,017 61,315 Restructuring Charges -- 31,400 Gains on Dispositions -- (67,478) --------- --------- Operating Income From Continuing Operations 25,818 54,897 Other Income (Expense), Net (3,976) (1,202) --------- --------- Income From Continuing Operations Before Income Taxes 21,842 53,695 Provision for Income Taxes 7,755 19,212 --------- --------- Income From Continuing Operations 14,087 34,483 Income From Discontinued Operations, Net of Income Taxes -- -- --------- --------- Net Income $ 14,087 $ 34,483 ========= ========= Basic Earnings Per Share: Continuing Operations $ .31 $ .76 Discontinued Operations -- -- ----- ----- Net Income $ .31 $ .76 ===== ===== Diluted Earnings Per Share: Continuing Operations $ .31 $ .75 Discontinued Operations -- -- ----- ----- Net Income $ .31 $ .75 ===== ===== Weighted Average Shares of Common Stock Outstanding: Basic 44,910 45,262 Diluted 45,704 45,766
Continuing Operations Excluding Nonrecurring Items:
First Quarter ------------------------- (In thousands except per share data) 1999 1998 - ------------------------------------ --------- --------- Net Income $14,087 $11,275 Basic Earnings Per Share .31 .25 Diluted Earnings Per Share .31 .25
Note: Nonrecurring items include gains on dispositions and restructuring charges. OTHER FINANCIAL INFORMATION
First Quarter ------------------------ (In thousands) 1999 1998 - -------------- -------- -------- Purchases of Common Stock: Number of shares -- 447 Cost of shares $ -- $ 11,446 Cash and Cash Equivalents $106,285 $102,895 Total Debt $300,755 $114,838
All figures shown are subject to year-end audit. 5 EG&G ANNOUNCES 24% INCREASE IN DILUTED EARNINGS PER SHARE FOR THE FIRST QUARTER 1999 Page 5 of 5 Sales and Operating Profit by Operating Segment
First Quarter --------------------------------------- (In thousands) 1999 1998 - -------------- ---- ---- Life Sciences Sales $ 36,855 $ 32,882 OP$ 3,979 624 OP% 10.8% 1.9% --------------------------------------------------------------------------------------------- OP$ before nonrecurring items 3,979 1,324 OP% before nonrecurring items 10.8% 4.0% --------------------------------------------------------------------------------------------- Optoelectronics Sales 100,476 63,665 OP$ 7,804 (7,321) OP% 7.8% -11.5% --------------------------------------------------------------------------------------------- OP$ before nonrecurring items 7,804 1,279 OP% before nonrecurring items 7.8% 2.0% --------------------------------------------------------------------------------------------- Instruments Sales 64,692 63,240 OP$ 5,005 (3,988) OP% 7.7% -6.3% --------------------------------------------------------------------------------------------- OP$ before nonrecurring items 5,005 5,712 OP% before nonrecurring items 7.7% 9.0% --------------------------------------------------------------------------------------------- Engineered Products Sales 41,194 37,189 OP$ 4,028 (5,858) OP% 9.8% -15.8% --------------------------------------------------------------------------------------------- OP$ before nonrecurring items 4,028 2,642 OP% before nonrecurring items 9.8% 7.1% --------------------------------------------------------------------------------------------- Technical Services Sales 114,270 136,294 OP$ 6,564 5,710 OP% 5.7% 4.2% --------------------------------------------------------------------------------------------- OP$ before nonrecurring items 6,564 6,610 OP% before nonrecurring items 5.7% 4.8% --------------------------------------------------------------------------------------------- Divestitures and Other Sales -- 22,666 OP$ (1,562) 65,730 OP% -- 290.0% --------------------------------------------------------------------------------------------- OP$ before nonrecurring items (1,562) 1,252 OP% before nonrecurring items -- 5.5% --------------------------------------------------------------------------------------------- Total Sales $ 357,487 $ 355,936 ========= ========= OP$ 25,818 54,897 ========= ========= OP% 7.2% 15.4% --------------------------------------------------------------------------------------------- OP$ before nonrecurring items 25,818 18,819 OP% before nonrecurring items 7.2% 5.3% ---------------------------------------------------------------------------------------------
Note: Nonrecurring items include gains on dispositions and restructuring charges. All figures shown are subject to year-end audit. -----END PRIVACY-ENHANCED MESSAGE-----