Financial Exhibits follow
COVANCE INC.
PROFORMA INCOME STATEMENTS - EXCLUDING SPECIAL ITEMS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(Dollars in thousands, except per share data)
(UNAUDITED)
Three Months Ended September 30 Nine Months Ended September 30
2001 2000(*) 2001(*) 2000(*)
Net revenues $ 196,394 $ 179,737 $ 595,861 $ 548,904
Costs and expenses:
Cost of revenue 141,664 132,717 429,627 391,284
Selling, general and administrative 29,241 29,358 90,231 86,588
Depreciation and amortization 10,419 10,578 31,847 31,668
Total 181,324 172,653 551,705 509,540
Income from operations 15,070 7,084 44,156 39,364
Other (income) expense, net:
Interest expense, net 334 1,298 2,143 1,798
Other expense (income) (201) 238 (66) 74
Other expense, net 133 1,536 2,077 1,872
Income before taxes 14,937 5,548 42,079 37,492
Taxes on income 5,878 2,369 16,685 15,197
Net income $ 9,059 $ 3,179 $ 25,394 $ 22,295
Basic earnings per share $ 0.15 $ 0.06 $ 0.43 $ 0.39
Weighted average shares outstanding 59,381,407 57,582,175 58,650,730 57,303,043
- basic
Diluted earnings per share $ 0.15 $ 0.06 $ 0.42 $ 0.39
Weighted average shares outstanding 61,317,564 57,649,229 60,134,970 57,353,347
- diluted
* Adjusted to exclude results of Packaging and Biomanufacturing in all periods presented,
including reduced interest expense from the application of the net sales proceeds to
outstanding debt, the gain/(loss) on the sale of these businesses in 2001, and the
restructuring charges recorded in both years. See supplemental schedule for details.
COVANCE INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
(Dollars in thousands)
PROFORMA (*)
September 30 December 31 December 31
2001 2000 2000
(UNAUDITED) (UNAUDITED)
ASSETS
Cash & cash equivalents $40,231 $7,191 $11,327
Accounts receivable, net 151,838 168,006 137,469
Unbilled services 45,602 66,135 44,102
Inventory 32,674 30,963 27,522
Deferred income taxes 28,877 32,696 28,614
Prepaid expenses and other current assets 31,788 48,021 46,243
Total Current Assets 331,010 353,012 295,277
Property and equipment, net 200,251 331,689 205,033
Goodwill, net 54,900 81,327 57,669
Other assets 5,651 5,063 2,969
Total Assets $591,812 $771,091 $560,948
LIABILITIES and STOCKHOLDERS' EQUITY
Accounts payable $19,792 $28,312 $22,563
Accrued payroll and benefits 47,134 44,167 39,067
Accrued expenses and other current liabilities 38,509 45,720 46,691
Unearned revenue 99,454 96,085 87,475
Current portion of long-term debt - 1,499 -
Short-term debt - 234,000 39,000
Income taxes payable 7,700 1,939 (2,019)
Total Current Liabilities 212,589 451,722 232,777
Long-term debt 10,000 17,224 -
Deferred income taxes 25,458 20,943 24,054
Other liabilities 13,392 15,451 15,304
Total Liabilities 261,439 505,340 272,135
Common stock 615 598 598
Paid-in capital 115,598 92,572 92,572
Retained earnings 245,551 207,426 228,180
Cumulative translation adjustment (10,484) (14,938) (12,630)
Treasury stock (20,907) (19,907) (19,907)
Total Stockholders' Equity 330,373 265,751 288,813
Total Liabilities and Stockholders' Equity $591,812 $771,091 $560,948
* December 31, 2000 proforma consolidated balance sheet gives effect to the divestitures
of Packaging and Biomanufacturing as if they occurred on December 31, 2000.
COVANCE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(Dollars in thousands)
(UNAUDITED)
Nine Months Ended September 30
PROFORMA(*)
2001 2000 2001
Cash flows from operating activities:
Net income $38,125 $8,010 $17,371
Adjustments to reconcile net income to net cash provided by
operating activities:
Gain on sale of businesses (30,803) - -
Depreciation and amortization 36,615 40,598 31,831
Restructuring charge, net of cash paid 7,668 9,325 7,668
Stock issued under employee benefit and 10,004 3,194 10,004
stock compensation plans
Deferred income tax provision (423) (8,505) 1,141
Other 1,173 651 1,173
Changes in operating assets and liabilities, net of businesses sold:
Accounts receivable (9,796) (29,387) (14,369)
Unbilled services (3,961) (5,349) (1,500)
Inventory (5,085) (3,187) (5,152)
Accounts payable (5,362) 1,479 (2,771)
Accrued liabilities (11,011) 3,990 (1,672)
Unearned revenue 8,369 7,829 11,979
Income taxes payable 7,295 (3,544) 9,719
Other assets and liabilities, net (1,968) (3,187) 11,311
Net cash provided by operating activities 40,840 21,917 76,733
Cash flows from investing activities:
Proceeds from sale of businesses 251,059 - -
Capital expenditures (38,770) (75,004) (31,463)
Contingent purchase price paid in connection - (909) -
with prior acquisitions
Other, net 75 539 75
Net cash provided by (used in) investing activities 212,364 (75,374) (31,388)
Cash flows from financing activities:
Net (repayments) borrowings under (214,000) 45,000 (29,000)
revolving credit facilities
Repayments of long-term debt (18,723) (920) -
Stock issued under employee stock purchase 12,705 3,097 12,705
and option plans
Purchase of treasury stock (146) (329) (146)
Net cash (used in) provided by financing activities (220,164) 46,848 (16,441)
Net change in cash and cash equivalents 33,040 (6,609) 28,904
Cash and cash equivalents, beginning of period 7,191 25,444 11,327
Cash and cash equivalents, end of period $40,231 $18,835 $40,231
* Proforma cash flow for the nine months ended September 30, 2001 was computed as if the
divestitures of Packaging and Biomanufacturing had occurred in 2000 (i.e., it is intended
to reflect the cash flow of Covance's continuing operations for the first nine months of 2001).
COVANCE INC.
Supplemental Schedule
PRO FORMA INCOME STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
AND THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
(Dollars in thousands, except per share data)
(UNAUDITED)
Pro Forma Adjustments
As Remove Remove Remove Loss Remove Pro Forma
Reported Packaging Bio (Gain) on Sale Restructuring Results
Nine Months Ended September 30, 2001
Net revenues $651,473 $(11,439) $(44,173) $ - $ - $595,861
Income from operations 38,295 (3,806) 1,489 - 8,178 44,156
Net income 38,125 (1,817) 3,016 (18,915) 4,985 25,394
Diluted earnings per share $0.63 $(0.03) $0.05 $(0.31) $0.08 $0.42
Three Months Ended September 30, 2000
Net revenues $214,946 $(17,926) $(17,283) n/a $ - $179,737
Income from operations 8,737 (5,202) 4,425 n/a (876) 7,084
Net income 1,783 (2,259) 4,189 n/a (534) 3,179
Diluted earnings per share $0.03 $(0.04) $0.07 n/a $(0.01) $0.06
Nine Months Ended September 30, 2000
Net revenues $636,691 $(46,627) $(41,160) n/a $ - $548,904
Income from operations 26,207 (11,631) 10,999 n/a 13,789 39,364
Net income 8,010 (4,677) 10,551 n/a 8,411 22,295
Diluted earnings per share $0.14 $(0.08) $0.18 n/a $0.15 $0.39
COVANCE INC.
INCOME STATEMENTS - INCLUDING SPECIAL ITEMS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(Dollars in thousands, except per share data)
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30 September 30
2001 2000 2001 2000
Net revenues $196,394 $214,946 $651,473 $636,691
Costs and expenses:
Cost of revenue 141,664 160,149 473,676 458,607
Selling, general and administrative 29,241 33,192 94,709 97,490
Depreciation and amortization 10,419 13,744 36,615 40,598
Restructuring charge - (876) 8,178 13,789
Total 181,324 206,209 613,178 610,484
Income from operations 15,070 8,737 38,295 26,207
Other (income) expense, net:
Interest expense, net 334 5,645 6,833 13,112
Other expense (income) (201) 174 (48) 38
Gain on sale of businesses - - (30,803) -
Other (income) expense, net 133 5,819 (24,018) 13,150
Income before taxes 14,937 2,918 62,313 13,057
Taxes on income 5,878 1,135 24,188 5,047
Net income $9,059 $1,783 $38,125 $8,010
Basic earnings per share $0.15 $0.03 $0.65 $0.14
Weighted average shares outstanding 59,381,407 57,582,175 58,650,730 57,303,043
- basic
Diluted earnings per share $0.15 $0.03 $0.63 $0.14
Weighted average shares outstanding 61,317,564 57,649,229 60,134,970 57,353,347
- diluted
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