Assets

Current assets:

Cash and cash equivalents

Accounts receivable, net

Inventories

Income tax receivable

Other current assets

Total current assets

Property, plant and equipment, net

Operating lease right-of-use assets

Goodwill

Intangible assets, net

Investment in joint venture

Other non-current assets

Total assets

Liabilities, Preferred Stock, and Stockholders’ Equity

Current liabilities:

Accounts payable

Accrued salaries, wages and benefits

Income tax payable

Current maturities of long-term debt

Current portion of operating lease liabilities

Other current liabilities

Total current liabilities

Deferred tax liabilities

Long-term debt, net of current portion

Operating lease liabilities, net of current portion

Other non-current liabilities

Total liabilities

Series B convertible preferred stock

Total stockholders’ equity

Total liabilities, preferred stock, and stockholders’ equity

Net sales

Cost of sales (exclusive of depreciation and amortization shown separately below)

Selling, general and administrative expense

Depreciation and amortization

Goodwill impairment

Other operating expense, net

Income (loss) from operations

Interest expense

Other expense, net

Income (loss) before benefit for income taxes

Benefit (provision) for income taxes

Share of net income from joint venture

Loss from continuing operations

Basic net loss per common share:

Loss from continuing operations per common share

Weighted average shares outstanding

Diluted net loss per common share:

Loss from continuing operations per common share

Weighted average shares outstanding

Net sales

Cost of sales (exclusive of depreciation and amortization shown separately below)

Selling, general and administrative expense

Depreciation and amortization

Restructuring and integration expense, net

Other operating expense (income), net

Income (loss) from operations

Interest expense

Loss on extinguishment of debt and write-off of debt issuance costs

Other expense (income), net

Loss before benefit for income taxes

Benefit (provision) for income taxes

Share of net income from joint venture

Loss from continuing operations

Basic net loss per common share:

Loss from continuing operations per common share

Weighted average shares outstanding

Diluted net loss per common share:

Loss from continuing operations per common share

Weighted average shares outstanding

Net sales

Cost of sales (exclusive of depreciation and amortization shown separately below)

Selling, general and administrative expense

Acquisition related costs excluded from selling, general and administrative expense

Depreciation and amortization

Goodwill impairment

Restructuring and integration expense, net

Other operating expense, net

Loss from operations

Interest expense

Loss on extinguishment of debt and write-off of debt issuance costs

Other expense (income), net

Loss before benefit for income taxes

Benefit (provision) for income taxes

Share of net loss from joint venture

Loss from continuing operations

Basic net loss per common share:

Loss from continuing operations per common share

Weighted average shares outstanding

Diluted net loss per common share:

Loss from continuing operations per common share

Weighted average shares outstanding

Net sales

Cost of sales (exclusive of depreciation and amortization shown separately below)

Selling, general and administrative expense

Acquisition related costs excluded from selling, general and administrative expense

Depreciation and amortization

Restructuring and integration expense, net

Other operating expense, net

Income (loss) from operations

Interest expense

Loss on extinguishment of debt and write-off of debt issuance costs

Derivative gain on change in interest rate swap fair value

Other expense (income), net

Loss before benefit for income taxes

Benefit (provision) for income taxes

Share of net income from joint venture

Income from continuing operations

Basic net income per common share:

Income from continuing operations per common share

Weighted average shares outstanding

Diluted net income per share:

Income from continuing operations per common share

Weighted average shares outstanding

Proceeds from sale ⁽¹⁾

Net assets sold as of June 30, 2020

Currency translation adjustment in accumulated other comprehensive income as of June 30, 2020

Transaction costs ⁽²⁾

Estimated gain on sale ⁽³⁾

Only cash proceeds are considered in the estimated gain calculation. The potential earnout payment of up to $70 million will be recognized if the payment becomes probable.

Transaction costs include accounting, tax, valuation, consulting, legal and investment banking fees related to the sale of the Life Sciences Business, including approximately $1.4 million of Transaction costs expensed prior to June 30, 2020.

Using facts and circumstances available as of the date of this Current Report on Form 8-K, the Company expects no taxable gain on sale.

Reflects the allocation of net proceeds from the Transaction to prepay term loans under the Company’s credit facility. Collectively, the Company’s credit facility includes a senior secured term loan with an outstanding principal balance of $523.4 million as of June 30, 2020, an incremental term loan with an outstanding principal balance of $251.3 million as of June 30, 2020, and a senior secured revolver with an outstanding principal balance of $62.5 million as of June 30, 2020. The Company’s credit agreement, as amended on August 22, 2020, requires all net proceeds (as defined by the credit agreement) from the Transaction to be applied as a prepayment of the senior secured term loan and the incremental term loan. The pro forma adjustment to debt includes the following amounts:

Net proceeds used to pay down credit facilities

Accelerated amortization of debt issuance costs

Pro forma adjustment to debt

Represents the net deferred income tax liability related to the Life Sciences Business.

Reflects the removal of Transaction costs that were incurred prior to June 30, 2020, because they will not have a continuing impact on the Company.

The unaudited pro forma condensed consolidated statements of operations exclude the estimated gain resulting from the sale of the Life Sciences Business. This estimated gain will not have a continuing impact on the Company and is therefore reflected as a pro forma adjustment to stockholders’ equity in the unaudited pro forma condensed consolidated balance sheet. The pro forma adjustment to stockholders’ equity includes the following amounts:

Pro forma adjustment to debt

Estimated cash on Life Sciences closing balance sheet

Deferred income taxes

Pro forma adjustment to stockholders’ equity

Reflects the change in estimated interest expense and amortization of debt issuance costs incurred from the Company’s credit facility as a result of the requirement for the Company to use all net proceeds from the Transaction to prepay approximately $700.0 million on its term loans. The pro forma adjustment to interest expense is presented as if the Transaction and prepayment of debt had occurred on January 1, 2017. Amortization of debt issuance costs for the year ended December 31, 2017, includes $19.1 million of accelerated amortization on the assumed prepayment date of January 1, 2017. The pro forma adjustment to interest expense includes the following:

Interest on debt

Amortization of debt issuance costs

Pro forma adjustment to interest expense

Represents the estimated income tax effect, using a federal statutory rate of 21% for 2020, 2019, and 2018, and 35% for 2017, related to the change in write-off of unamortized debt issuance costs and changes in interest expense. The effective tax rate of the Company after the Transaction may differ from what is presented in the unaudited pro forma condensed consolidated financial statements as a result of different tax jurisdictions.

Represents the loss on extinguishment of debt and write-off of unamortized debt issuance costs related to debt modifications as if the proceeds of the Transaction had been used for the required prepayment of the Company’s term loans as of January 1, 2017.

Represents estimated cash on closing balance sheet that was factored into the calculation of proceeds from sale.