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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 1-10920.
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FISHER SCIENTIFIC INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 02-0451017
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE LIBERTY LANE, HAMPTON, NH 03842
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(603) 926-5911
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
ON WHICH REGISTERED
TITLE OF EACH CLASS
Common Stock, par value $.01 per New York Stock Exchange
share
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 15, 2001 was approximately $128,332,000.
The number of shares of Common Stock outstanding, including 13,035,290
shares of non-voting Common Stock, as of March 15, 2001 was 40,118,389.
Documents Incorporated by Reference: The registrant's Proxy Statement for
the Annual Meeting of Stockholders to be held May 16, 2001 is incorporated by
reference into Part III.
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PART I
ITEM 1. BUSINESS
INTRODUCTION
We are a world leader in serving science. We offer more than 600,000
products and services that enable scientific discovery and healthcare services
to more than 350,000 customers located in approximately 145 countries. As a
result of our broad product offering, integrated global logistic infrastructure
and electronic commerce capabilities, we serve as a "one-stop source" of
products, services and global solutions for many of our customers. Our primary
target markets are life science, clinical laboratory and industrial safety
supply. Approximately 80% of our revenues are generated from the sale of
consumable products. We believe that this revenue base provides us with a broad
and stable platform for future growth.
We believe that our broad range of products and services and integrated
global logistics network position us to take advantage of recent industry
trends. In particular, recent developments in genomics, proteomics and various
other discovery technologies have resulted in an increase in the pace of drug
discovery and development. These advances have, in turn, led to significant
capital inflows to pharmaceutical and biotechnology organizations, which we
expect to spur significant growth in life science spending and eventually lead
to increased demand for our products and services.
We were incorporated in Delaware in 1991, although the business conducted by
our principal operating subsidiary, Fisher Scientific Company, was founded in
1902 and traces its roots back to 1851. Through organic growth and acquisitions
we have established ourselves as a world leader in serving science. In January
1998, our management and an investment group including partnerships affiliated
with Thomas H. Lee Partners, L.P. purchased 87% of our common stock.
THE INDUSTRY
LIFE SCIENCE RESEARCH. The life science research supply market consists
primarily of the manufacture, sourcing and distribution of a wide range of
scientific instruments, equipment, chemicals and other supplies, to a wide range
of pharmaceutical, biotechnology and educational customers. We estimate that
sales to the United States scientific research market totaled approximately
$7.0 billion in 1999 and that those sales are growing at an average annual rate
of 6% to 7%. We believe that the following recent developments are evidence of
the continued growth in overall research investment by pharmaceutical,
biotechnology and medical technology companies:
- Advances in the field of genomics. The mapping of the human genome by the
Human Genome Project and its private counterparts coupled with rapid
developments in the field of proteomics to elucidate the function of
proteins and their role in diseases is generating significant life science
laboratory activity directed at discovering new drugs and biological
targets.
- Significant capital investments in biotechnology. Biotechnology companies
raised approximately $20.0 billion from equity offerings in the public
markets in 2000 compared with approximately $6.0 billion in 1999.
- Increasing number of drugs in development worldwide. The number of drugs
in the worldwide development pipeline increased by 35.4% from
approximately 5,500 in 1995 to approximately 7,500 in 1999.
CLINICAL LABORATORY. The clinical laboratory supply market consists
primarily of the manufacture, sourcing and distribution of a broad range of
scientific instruments, equipment, chemicals, clinical consumable diagnostic
stains and reagents and other supplies to group purchasing organizations,
integrated delivery networks, independent clinical laboratories, hospital and
physician office laboratories, and other healthcare providers. The clinical
laboratory industry has experienced significant
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growth in recent years as a result of increasing point of care testing and an
ever-increasing array of advanced diagnostic tests and procedures. We estimate
that the participants in the U.S. clinical laboratory testing market sold
products and services totaling $35.0 billion in 1999, up from approximately
$27.0 billion in 1993. We estimate that the clinical testing supply market, the
market we serve, totals approximately $7.5 billion per year and will continue to
grow over the next several years due to such factors as the general aging of the
United States population, the development of more advanced tests for the early
detection of disease and increased occupational drug testing.
INDUSTRIAL SAFETY SUPPLY. The industrial safety supply market consists of
the manufacture, sourcing and distribution of occupational health and safety
products. These products include respiratory protection systems, environmental
monitoring and sampling equipment, personal protection equipment and other
safety and clean room supplies. Typical users of these products include
industrial companies, electronic manufacturers and pharmaceutical and
biotechnology companies. The industrial safety supply market is a highly
fragmented market that we estimate to be approximately $8.5 billion per year.
PRODUCTS AND SERVICES
We currently offer more than 600,000 products, including self-manufactured
products and products that we source from third party manufacturers. Our
products include organic and inorganic chemicals, diagnostic reagents, active
pharmaceutical intermediaries, laboratory equipment and laboratory workstations.
We constantly seek to expand and refine our product offerings to provide our
customers with a complete array of products including:
- Life science research products, such as scientific instruments, equipment,
chemicals, clinical consumables and diagnostic reagents.
- Clinical laboratory products, such as scientific instruments, equipment,
chemicals, clinical consumables, diagnostic stains and reagents and other
supplies.
- Industrial safety supply products, such as personal protection equipment,
respiratory protection systems, environmental monitoring and sampling
equipment and other safety and clean room supplies.
PROPRIETARY PRODUCTS. Our proprietary products consist of self-manufactured
products, Fisher branded products and products for which we serve as the
exclusive distributor. We estimate that proprietary products accounted for
approximately 40% of our total sales in 2000. We sell these products primarily
through our domestic and international distribution network.
LABORATORY WORKSTATIONS. We manufacture and distribute laboratory
workstations and fume hoods to companies engaged in scientific research. We also
sell enclosures for technology and communication equipment. We sell our
laboratory workstations primarily through a network of exclusive dealers.
Offering laboratory workstations complements our broad consumable portfolio and
enhances our position as a "one-stop source" for the laboratory needs of our
customers.
SERVICES. We offer our customers general laboratory instrument repair, ISO
9002 scientific certification services and safety equipment services. We service
all of our self-manufactured equipment and instrumentation and provide repair
and warranty services for many other manufacturers. In addition, our broad
portfolio of services includes instrument calibration, instrument certification
and integrated services designed to provide comprehensive instrument coverage,
documentation and facility service management.
PHARMACEUTICAL OUTSOURCING SERVICES. We provide contract manufacturing
services worldwide to our pharmaceutical and biotechnology customers. These
services include the manufacture of chemicals and diagnostics according to our
customers' specifications. In addition, we have expanded our service offerings
to leverage our presence and brand recognition in the pharmaceutical and
biotechnology
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industries through our recent acquisition of the clinical packaging services of
Covance, which was renamed as Fisher Clinical Services Inc., and a diagnostic
manufacturing facility from Bayer Corporation. Fisher Clinical Services provides
specialized packaging, distribution and related services for biotechnology and
pharmaceutical companies engaged in the clinical trial phase of drug
development.
SALES AND MARKETING
SALES AND CUSTOMER SERVICE PROFESSIONALS. We provide customer support
through a worldwide network of more than 2,600 sales and customer service
employees. Our direct sales force consists of account representatives and
product/systems sales specialists who are located worldwide. These customer
service representatives, supported by a scientific and technical staff, respond
to end-user product or application questions and assist our customers with
efficient order acquisition. Most of the members of our direct sales force have
scientific or medical backgrounds, which enable them to provide technical
assistance to the end users of our products and help reduce the complexity of
today's product offerings. These representatives provide the basis for our
market-driven new product and service development program. They do this by
identifying customer needs and based upon this information, we use our extensive
technical expertise to develop new products or services.
FISHER CATALOG. We have been publishing the Fisher Catalog for more than 95
years. The Fisher Catalog is a standard product reference for the scientific
community worldwide. In addition, we publish the Fisher HealthCare Catalog, the
Acros Organics Catalog of Fine Chemicals, the Fisher Chemical Catalog, the
Fisher Science Education Catalog and the Fisher Scientific Safety Catalog. We
also publish catalogs in eight different languages to support our growing
worldwide presence. We continuously add new products to the electronic version
of our catalogs, making our suite of catalogs one of the most complete and
up-to-date sources of laboratory and safety products available. We produce more
than one million printed copies of our various catalogs biannually, with
supplements tailored to specific market segments such as biotechnology, research
chemicals, educational materials and occupational health and safety.
ELECTRONIC-COMMERCE. We introduced our first proprietary electronic
ordering system in 1967. We have developed electronic-commerce capabilities that
target the scientific research, healthcare and safety marketplaces. We believe
that through Fishersci.com and our electronic-commerce subsidiary, Alchematrix,
we are the leading electronic-commerce solution serving the life science,
clinical laboratory and industrial safety markets. We offer a robust
web-enabled, on-line procurement system for both end users and purchasing
professionals designed to streamline their purchasing time and reduce costs.
DISTRIBUTION NETWORK
Our domestic logistics network consists of 27 locations, including a
national distribution center in Somerville, New Jersey, regional centers in
Massachusetts, California, Illinois and Georgia and 22 local distribution
facilities throughout the United States.
Outside of the United States, we have 17 logistic facilities in 12
countries, including facilities in Canada, Europe, the Far East and Latin
America. We augment our international logistics network with sales offices in 20
countries and independent dealers in over 100 countries worldwide. We make
approximately 25,000 shipments per day. We ship more than 95% of our products in
the United States within 24 hours of the customer placing an order.
MANUFACTURING
Our principal manufacturing facilities are located in:
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- Fair Lawn and Somerville, New Jersey
- Geel, Belgium
- Two Rivers, Wisconsin
- Rochester and Conklin, New York
- Allentown, Indiana and Pittsburgh, Pennsylvania
- Mountain Home, Arkansas
- Loughborough and Horshan, United Kingdom
- Middletown, Virginia
- Basel, Switzerland
We have manufacturing facilities that are subject to the clean room facility
requirements promulgated by the Food and Drug Administration. All chemicals
manufactured in our FDA licensed, ISO 9002-certified and cGMP facilities undergo
rigorous quality assurance and testing procedures throughout the entire
production process. Our constant testing through production ensures that our
chemicals have the lot-to-lot consistency our customers need for uniform
analysis. We have invested in a complete range of instrumentation and scientific
staff for quality testing and analysis.
SUPPLIERS
We distribute laboratory instruments, supplies and equipment obtained from
approximately 6,000 vendors. Our largest supplier represented approximately 10%
of 2000 sales. Our manufacturing operations are not dependent on any particular
supplier or group of affiliated suppliers for raw materials and we have not
experienced difficulties in obtaining raw materials in the past.
COMPETITION
We operate in a highly competitive market. We compete primarily with a wide
range of suppliers and manufacturers that sell their own products directly to
end-users. We also compete with other distributors. The principal means of
competition in the markets we serve are systems capabilities, breadth, price and
service. We believe we compete favorably as to all of these factors.
TRADEMARKS AND PATENTS
We own or license several patents and patent applications but we do not
consider any single patent to be material. We have more than 200 registered and
unregistered service marks and trademarks for our products and services. Some of
our more significant marks include Fisher Rims, Accumet, Acros, Biochemical
Sciences, Chemalert, Chemguard, Enviroware, Fisher, Fisherbiotech, Fisherbrand,
Fisher Diagnostics, Fisher HealthCare, Fisher Safety, Fisher Scientific,
Gastrak, Hamilton, Histoprep, Isotemp, Marathon, Microprobe, Optima, Pacific
Hemostasis, and Valutrak. Registered trademarks generally can have perpetual
life, provided they are renewed on a timely basis and continue to be used
properly as trademarks, subject to the rights of third parties to seek
cancellation of the marks.
CUSTOMERS, SEASONALITY AND BACKLOG
Our customers range from nationally and internationally recognized
scientific research, medical and educational institutions, pharmaceutical,
biotechnology and medical technology companies, hospital purchasing
organizations and government agencies to start-up companies. No single customer
represented more than 5% of our total sales during 2000.
5
We market our products and services to the following three principal
customer groups:
- laboratories engaged in scientific research and testing, including those
in biotechnology, medical technology and pharmaceutical companies,
research institutions, medical schools and universities;
- healthcare providers that perform diagnostic tests on patients, such as
independent clinical laboratories, hospitals and physician office
laboratories; and
- users of occupational health and safety products in manufacturing and
other activities.
Our sales are generally related to applicable R&D spending and to clinical
testing practices and are therefore not seasonal to any significant extent. In
addition, because our products are, in most cases, sold for immediate shipment,
there are no significant backlogs.
ENVIRONMENTAL MATTERS
A number of our domestic and international operations involve the handling,
manufacture, use or sale of substances that are or could be classified as toxic
or hazardous substances within the meaning of applicable environmental laws.
Consequently, some risk of environmental and other damage is inherent in our
particular operations and products, as it is with other companies engaged in
similar businesses. Our expenses for environmental matters relate to the costs
of managing company-wide environmental protection compliance programs, complying
with environmental regulations and permitting requirements and installing,
operating and maintaining groundwater treatment systems and other remedial
activities related to environmental contamination. These expenses were
approximately $1.2 million in 2000 and $1.0 million in 1999. We estimate that
our expenses for environmental matters will continue to be approximately $1.0
million per year.
Our Fair Lawn and Somerville, New Jersey facilities are the subject of
administrative consent orders issued by the New Jersey Department of
Environmental Protection. These orders require us to maintain groundwater
remediation activities at these sites. In addition, as the owner of the Fair
Lawn facility, we are listed as a potentially responsible party for remediation
of contamination located within an area called the Fairlawn Wellfields Superfund
Site. This site was listed in 1983 on the National Priority List under the
Federal Comprehensive Environmental Response Compensation and Liability Act of
1980. This statute, referred to as "CERCLA", is also known as the "Superfund
Act". We have also been notified that we are among the potentially responsible
parties under CERCLA or similar state laws for the costs of investigating or
remediating contamination at various other superfund sites. Our other
liabilities for environmental matters relate to domestic and international
remedial measures and environmental regulatory compliance requirements such as
the Clean Air Act, the Clean Water Act and other applicable governmental
requirements.
We cannot predict our potential costs related to environmental matters and
the possible impact on our future operations given the uncertainties regarding
the extent of any required cleanups, the complexity and interpretation of
applicable laws and regulations, the varying costs of alternative cleanup
methods and the extent of our responsibility. However, these costs could be
material. We record accruals for environmental liabilities, based on current
interpretations of environmental laws and regulations when it is probable that a
liability has been incurred and the amount of such liability can be reasonably
estimated. We calculate estimates based upon reports prepared by environmental
specialists and our management's knowledge and experience with these
environmental matters. We include in these estimates potential costs for
investigation, remediation, operation and maintenance of cleanup systems and
related capital expenditures. Our accrued liabilities for environmental matters
were $31.0 million and $32.5 million at December 31, 2000 and 1999,
respectively.
Although these amounts do not include third-party recoveries, we may be
entitled to indemnification from third parties for liabilities relating to
certain sites. We believe that this accrual is adequate for the environmental
liabilities that we expect to incur. As a result, we believe that our
6
ultimate liability with respect to environmental matters will not have a
material adverse effect on our financial position or results of operations.
However, we may be subject to additional remedial or compliance costs due to
future events, such as changes in existing laws and regulations, changes in
agency direction or enforcement policies, developments in remediation
technologies or changes in the conduct of our operations, which could have a
material adverse effect on our financial position or results of operations.
FOREIGN AND DOMESTIC OPERATIONS, SEGMENT DATA AND EXPORT SALES
For information regarding foreign and domestic operations and export sales,
see "Item 8--Financial Statements and Supplementary Data--Note 20--Segment and
Geographical Financial Information," which is incorporated herein by reference.
EMPLOYEES
As of December 31, 2000, we had approximately 7,400 full-time employees. We
consider relations with our employees to be good. We are a party to several
collective bargaining agreements, which do not cover a significant number of
employees.
7
EXECUTIVE OFFICERS OF FISHER
Our executive officers and their ages and positions are set forth below:
NAME AND TITLE AGE BUSINESS EXPERIENCE
- -------------- -------- -------------------------------------------------------
Paul M. Montrone 59 Paul M. Montrone has been our Chairman of the Board
Chairman of the Board since March 1998 and our Chief Executive Officer since
Chief Executive Officer prior to 1996. He served as our President from prior to
1996 to 1998. Mr. Montrone is also a director of GenTek
Inc. (Chairman), the General Chemical Group Inc.
(manufacturing) (Chairman) and Waste Management, Inc.
Paul M. Meister 48 Paul M. Meister has been our Vice Chairman of the Board
Vice Chairman of the Board and Executive Vice President since March 2001. He
Executive Vice President served as our Vice Chairman of the Board, Executive
Vice President and Chief Financial Officer from March
1998 to February 2001. He served as our Senior Vice
President and Chief Financial Officer from prior to
1996 to March 1998. Mr. Meister is a member of the
Board of Directors of GenTek Inc. (Vice Chairman), M&F
Worldwide Corp., General Chemical (Vice Chairman) and
Minerals Technologies Inc.
David T. Della Penta 53 David T. Della Penta has been our President and Chief
President and Operating Officer since April 1998. From prior to 1996
Chief Operating Officer until April 1998, Mr. Della Penta served as President
of Nalge Nunc International, a subsidiary of Sybron
International Corporation (now known as Apogent
Technologies, Inc.) (medical laboratory device
manufacturer).
Kevin P. Clark 38 Kevin P. Clark has been our Vice President and Chief
Vice President and Financial Officer since March 2001. He served as our
Chief Financial Officer Vice President and Controller from May 1998 to February
2001. Mr. Clark served as our Vice President and
Treasurer from September 1997 to May 1998, and as our
Assistant Treasurer from prior to 1996 to 1997.
Todd M. DuChene 37 Todd M. DuChene has been our Vice President, General
Vice President--General Counsel Counsel and Secretary since November 1996. He served as
and Secretary Senior Vice President, Secretary and General Counsel of
OfficeMax, Inc. (retailer) from prior to 1996 to
November 1996.
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ITEM 2. PROPERTIES
Our principal executive offices are located in Hampton, New Hampshire. We
believe that our property and equipment are generally well maintained, in good
operating condition and adequate for our present needs. The inability to renew
any short-term real property lease would not have a material adverse effect on
our financial statements.
The following table identifies our principal facilities, which are owned in
fee unless otherwise indicated:
U.S. LOGISTICS FACILITIES
Santa Clara, California(a) Florence, Kentucky
Denver, Colorado(a) Agawam, Massachusetts
Delmar (Newark), Delaware Somerville, New Jersey
Suwanee, Georgia(a) Houston, Texas
Hanover Park, Illinois
NON-U.S. FACILITIES
Geel, Belgium........................ Offices, Logistics and Manufacturing
Center
Edmonton, Alberta, Canada............ Offices and Logistics Center
Whitby, Ontario, Canada.............. Logistics Center
Nepean, Ontario, Canada.............. Offices
Markham, Ontario, Canada(a).......... Offices and Data Center
Maurepas, France..................... Offices and Logistics Center
Kamen, Germany(a).................... Logistics Center
Kuala Lumpur, Malaysia(b)............ Offices and Logistics Center
Monterrey, Mexico.................... Offices and Logistics Center
Loughborough, United Kingdom......... Offices, Logistics and Manufacturing
Center
Schwerte, Germany.................... Manufacturing and Logistics Center
Strasbourg, France................... Offices and Logistics Center
Queretaro, Mexico.................... Manufacturing
Basel, Switzerland................... Offices, Logistics and Manufacturing
Center
Horsham, United Kingdom.............. Offices, Logistics and Manufacturing
Center
OTHER PROPERTIES
Hampton, New Hampshire............... Corporate Offices
Fair Lawn, New Jersey................ Manufacturing
Allentown, Pennsylvania.............. Offices, Logistics and Manufacturing
Pittsburgh, Pennsylvania(a).......... Offices, Data Center and
Manufacturing
Two Rivers, Wisconsin................ Offices and Manufacturing Center
Indiana, Pennsylvania................ Manufacturing
Somerville, New Jersey............... Manufacturing
Mountain Home, Arkansas(a)........... Manufacturing
Conklin, New York.................... Manufacturing
Middletown, Virginia................. Manufacturing
Rochester, New York.................. Manufacturing
Swedesboro, NJ....................... Manufacturing
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(a) Leased
(b) One property owned, one leased
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ITEM 3. LEGAL PROCEEDINGS
We are a party to various lawsuits and other legal proceedings including
some class action and consolidated multi-party product liability actions for
products we allegedly distributed. We believe that the ultimate liability with
respect to these matters, if any, will not have a material adverse effect on our
results of operations and financial position. See
"Item 1--Business--Environmental Matters."
We are subject to the jurisdiction of various regulatory agencies including,
among others, the United States Food and Drug Administration and the Agency for
International Development. Various governmental agencies conduct investigations
from time to time to examine matters relating to our operations. Some of our
operations involve and have involved the handling, manufacture, use or sale of
substances that are classified as toxic or hazardous substances within the
meaning of applicable environmental laws. Consequently, some risk of
environmental and other damage is inherent in particular operations and products
as it is with other companies engaged in similar businesses, and we cannot
assure you that material damage will not occur or be discovered or be determined
to be material in the future. We are currently involved in various stages of
investigation and remediation relative to environmental protection matters. We
believe that such investigations and expenditures in connection therewith,
individually and in the aggregate, will not have a material adverse effect upon
our results of operations and financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders in the fourth
quarter of 2000.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
For information regarding the high and low closing sale prices of our common
stock, see "Item 8--Financial Data and Supplementary
Information--Note 23--Unuadited Quarterly Financial Information," which is
incorporated herein by reference.
The last reported sale price of our common stock on the New York Stock
Exchange on March 28, 2001 was $34.00 per share. As of March 28, 2001 we had
approximately 159 holders of record of our common stock.
DIVIDENDS
We have not paid a cash dividend during the last three fiscal years. On
January 21, 1998, in connection with the Recapitalization (as defined under
"Item 8--Financial Statements and Supplementary Data--Note 2--Recapitalization
and Merger"), we entered into a Credit Agreement which restricts our ability to
pay cash dividends. Accordingly, we do not anticipate paying cash dividends on
our common stock at any time in the foreseeable future.
On December 2, 1998, our Board of Directors resolved to spinoff
ProcureNet Inc. ("ProcureNet"), our wholly-owned outsourcing and supply chain
management technology business, to our shareholders. On April 15, 1999, we
distributed all of the shares of common stock of ProcureNet to our shareholders,
pro rata in proportion to their holdings of our common stock.
ITEM 6. SELECTED FINANCIAL DATA
This summary of selected financial data for the five years in the period
ended December 31, 2000 should be read in conjunction with the Financial
Statements presented elsewhere herein. See "Item 8--
10
Financial Data and Supplementary Information--Note 1--Formation and Background
and Note 3--Summary of Significant Accounting Policies" for a further discussion
of the basis of presentation, principles of consolidation and defined terms.
YEAR ENDED DECEMBER 31,
----------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Sales(a)..................................... $2,622.3 $2,514.5 $2,294.4 $2,213.7 $2,182.8
Income from operations(b).................... 156.3 146.8 22.8 21.1 94.6
SHARE DATA:
Earnings (loss) per common share:
Basic...................................... $ 0.57 $ 0.59 $ (1.24) $ (0.30) $ 0.40
Diluted.................................... 0.51 0.55 (1.24) (0.30) 0.38
Weighted average shares outstanding:
Basic...................................... 40.1 40.0 40.0 101.5 91.5
Diluted.................................... 44.4 42.8 40.0 101.5 102.5
Dividends declared per common share:......... $ -- $ -- $ -- $ 0.012 $ 0.016
BALANCE SHEET DATA (AT END OF YEAR):
Total assets................................. $1,385.7 $1,402.6 $1,357.6 $1,176.5 $1,262.7
Long-term debt(c)............................ 991.1 1,011.1 1,022.0 267.8 281.5
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(a) We adopted the Financial Accounting Standards Board's Emerging Issues Task
Force consensus 00-10 "Accounting for Shipping and Handling Fees and Costs,"
in the fourth quarter of 2000. Application of this consensus resulted in the
reclassification of prior period financial results to reflect shipping and
handling fees as revenue and shipping and handling costs as cost of sales.
These amounts were previously recorded in selling, general and
administrative expense. The reclassifications had no effect on operating or
net income.
(b) Income from operations includes $8.4 million of nonrecurring charges in
2000, $11.2 million of nonrecurring charges in 1999, $108.4 million of
Recapitalization (as defined under "Item 8--Financial Statements and
Supplementary Data--Note 2--Recapitalization and Merger"), restructuring and
other nonrecurring charges in 1998, $88.3 million of restructuring and other
nonrecurring charges in 1997 and $19.4 million of nonrecurring charges in
1996. See "Item 8--Financial Statements and Supplementary
Data--Note 19--Restructuring and Other Charges".
(c) The Recapitalization, which was consummated on January 21, 1998, resulted in
a significant increase in long-term debt and a decrease in stockholders'
equity.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
OVERVIEW
We report our financial results on the basis of three business segments:
domestic distribution, international distribution and laboratory workstations.
The domestic and international distribution segments engage in the supply,
marketing, service and manufacture of scientific, clinical, educational, and
occupational health and safety products. The laboratory workstations segment
manufactures laboratory workstations, fume hoods and enclosures for technology
and communication centers. Until 1999, we operated a fourth segment, technology,
which we disposed of through the spinoff of ProcureNet, our former outsourcing
and supply chain management technology business, in April 1999 and the sale of
our UniKix Technology software business in July 1999.
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In December 1998, we acquired 90% of Bioblock Scientific S.A., a leading
distributor of scientific and laboratory instrumentation in France. We acquired
the remaining 10% of Bioblock in the first quarter of 1999. From 1998 to 2000,
we made other smaller acquisitions of laboratory products distributors and other
businesses. We have accounted for all of our acquisitions as purchases, with the
operations of the acquired companies and businesses included in our financial
statements from the dates of acquisition.
On February 14, 2001, we acquired the pharmaceutical packaging services
business of Covance, which we renamed Fisher Clinical Services. The acquired
business enables pharmaceutical and biotechnology companies and other customers
to outsource the packaging of presciption drugs used in clinical trials. The
purchase price was $137.5 million, which we financed through the sale of
receivables under our receivables securitization facility.
During the first quarter of 2001, we commenced implementation of a
streamlining plan aimed at improving our operations, including the reduction of
our workforce by approximately 5%. We estimate that the total costs associated
with this plan will be approximately $24.0 million to $26.0 million, of which
approximately $18.0 million will be recorded as a restructuring charge in the
first quarter of 2001.
RESULTS OF OPERATIONS
The following table sets forth our sales and income (loss) from operations
by segment (in millions):
INCOME (LOSS) FROM
SALES OPERATIONS
------------------------------ ------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------------ ------------------------------
2000 1999 1998 2000 1999 1998
-------- -------- -------- -------- -------- --------
Domestic distribution.......................... $2,164.0 $1,992.9 $1,864.7 $140.5 $123.5 $113.2
International distribution..................... 451.0 478.8 421.1 9.7 7.8 (1.5)
Laboratory workstations........................ 156.0 182.6 151.7 4.2 24.7 21.0
Technology..................................... -- -- -- -- (11.3) (15.1)
-------- -------- -------- ------ ------ ------
Segment sub-total.............................. 2,771.0 2,654.3 2,437.5 154.4 144.7 117.6
Recapitalization-related costs................. -- -- -- -- -- (71.0)
Restructuring and other (charges) credits...... -- -- -- 2.0 1.5 (23.6)
Eliminations................................... (148.7) (139.8) (143.1) (0.1) 0.6 (0.2)
-------- -------- -------- ------ ------ ------
Total.......................................... $2,622.3 $2,514.5 $2,294.4 $156.3 $146.8 $ 22.8
======== ======== ======== ====== ====== ======
2000 AS COMPARED WITH 1999
SALES. Sales for the year ended December 31, 2000 increased 4.3% to
$2,622.3 million from $2,514.5 million in 1999. Excluding the impact of foreign
exchange, sales increased 5.9% for the year ended December 31, 2000. Sales
growth in the domestic distribution segment was primarily due to internal sales
growth. Sales decline in the international distribution segment was due entirely
to weaker foreign currencies, primarily the euro, in 2000 compared to 1999.
Excluding the $35.1 million negative impact of changes in foreign exchange
rates, international distribution sales grew by 1.5% for the year ended December
31, 2000. Sales decline in the laboratory workstations segment was due primarily
to a slowdown in the industrial research laboratory construction market.
GROSS PROFIT. Gross profit for the year ended December 31, 2000 increased
3.1% to $648.3 million from $629.1 million in 1999. This increase resulted
primarily from higher volume, which was partially offset by a decrease in gross
profit margins. Gross profit as a percentage of sales decreased to 24.7% for the
year ended December 31, 2000 from 25.0% in 1999. The reduction in gross profit
as a
12
percentage of sales was primarily due to a decline in sales in the laboratory
workstations segment, coupled with a change in product mix. Gross profit in 1999
was negatively affected by a $5.3 million inventory write-off as a result of a
change in our product portfolio.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expense for the year ended December 31, 2000 increased 4.6% to
$494.0 million from $472.5 million in 1999. The increase in selling, general and
administrative expense in 2000 was primarily due to increased sales volume.
Selling, general and administrative expense for the year ended December 31, 2000
includes $10.4 million of nonrecurring costs consisting of $5.5 million of costs
incurred by the domestic distribution segment for business combinations that
were not consummated, $3.7 million of noncash compensation expense relating to a
one-time change in the terms of certain stock options, and $1.2 million of
expenses related to targeted workforce reductions. For the year ended December
31, 1999, selling, general and administrative expense included $2.2 million of
nonrecurring costs associated with our long-term restructuring plans. Excluding
these nonrecurring costs, selling, general and administrative expense as a
percentage of sales decreased to 18.4% for the year ended December 31, 2000
compared with 18.7% in 1999.
RESTRUCTURING AND OTHER CHARGES. In the third quarter of 2000, we recorded
a restructuring credit of $2.0 million, which consisted of a $0.7 million
reversal of the restructuring charge recorded in 1999 due to revised estimates
of severance and related obligations and a $1.3 million reversal of
restructuring charges recorded in years prior to 1999 due to revised estimates.
In the fourth quarter of 1999, we recorded a $1.5 million net restructuring
credit, which consisted of a $2.1 million restructuring charge related to our
long-term restructuring plan and a $3.6 million reversal of prior period
restructuring charges due to revised estimates. The 1999 restructuring charge
reflected consolidation and downsizing of our German operations, which are
included in our international distribution segment. This charge resulted from a
plan that was adopted in December 1999. The charge related to severance and
related costs for the termination of approximately 22 warehouse, customer
service, and sales employees. This plan was substantially complete at December
31, 2000 and the remaining accrual of $0.4 is expected to be fully expended
during 2001. The $3.6 million reversal of prior period restructuring charges
consists of a $3.0 million reduction of severance due to organizational changes
and voluntary separations that occurred during 1999 which were not anticipated
in prior periods and a $0.6 million reduction due to revised estimates for the
closing of logistics centers in the United States.
INCOME FROM OPERATIONS. Income from operations for the year ended December
31, 2000 increased to $156.3 million from $146.8 million in 1999, primarily for
the reasons discussed above. Excluding restructuring and other nonrecurring
costs of $8.4 million in 2000 and $11.2 million in 1999, income from operations
increased to $164.7 million in 2000 from $158.0 million in 1999.
INTEREST EXPENSE. Interest expense for the year ended December 31, 2000
decreased to $99.1 million from $104.2 million in 1999. The decrease was
primarily the result of a reduction in the amount of receivables sold under our
receivables securitization facility during 2000 and favorable rate fluctuations
on our interest rate swap agreements.
OTHER (INCOME) EXPENSE, NET. Other (income) expense, net for the year ended
December 31, 2000 decreased to $19.4 million of expense from $15.2 million of
income in 1999. We recorded a charge of $23.6 million in the fourth quarter of
2000 related to the write-down to fair market value of investments in certain
Internet-related ventures. The majority of this charge related to our investment
in ProcureNet, which we spun off in April 1999. The charge was triggered
primarily by market conditions that adversely impacted ProcureNet's cash flows.
The 1999 period includes a gain on the sale of the UniKix Technology software
business, gains from the sale of property, plant and equipment and a gain from
the undesignated portion of our interest rate swap.
INCOME TAX PROVISION. The income tax provision for the year ended December
31, 2000 decreased to $15.1 million from $34.4 million in 1999. The effective
tax rate was 40.0% for 2000 compared with
13
59.5% for 1999. The decrease in the effective tax rate in 2000 is primarily due
to the implementation of domestic and international tax planning initiatives and
a reduction in foreign losses for which no tax benefits are recorded.
NET INCOME. Net income for the year ended December 31, 2000 decreased to
$22.7 million from $23.4 million in 1999 for the reasons discussed above.
1999 AS COMPARED WITH 1998
SALES. Sales for the year ended December 31, 1999 increased 9.6% to
$2,514.5 million from $2,294.4 million in 1998. Sales growth in the domestic
distribution and laboratory workstations segments in 1999 was primarily due to
internal sales growth as well as the inclusion of sales of companies acquired in
the second half of 1998 and the first quarter of 1999. Sales growth in the
international distribution segment was predominantly due to the inclusion of
sales of acquired companies.
GROSS PROFIT. Gross profit for the year ended December 31, 1999 increased
9.7% to $629.1 million from $573.4 million in 1998, primarily as a result of
increased sales volume. Gross profit as a percentage of sales was 25.0% in 1999
and 1998. Gross profit in 1999 was negatively affected by a $5.3 million
inventory write-off as a result of a change in our product portfolio. Gross
profit in 1998 was negatively affected by $2.7 million of charges for
adjustments of certain domestic and international inventory reserves related to
the 1998 restructuring charge discussed below. Gross profit, excluding these
charges, increased to 25.2% of sales in 1999 from 25.1% in 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expense for the year ended December 31, 1999 increased 7.2% to
$472.5 million from $440.9 million in 1998. The increase in selling, general and
administrative expense in 1999 was primarily due to the selling, general and
administrative expense of companies acquired during the second half of 1998 and
the first quarter of 1999 and increased sales volume. Selling, general and
administrative expense in both periods includes nonrecurring costs associated
with the temporary duplication of operations, relocation of inventories and
employees, hiring and training new employees, and other nonrecurring costs
associated with our long-term restructuring plans and management retention
payments related to our Recapitalization. For 1999, $2.2 million of these costs
were included in selling, general and administrative expense compared with $7.6
million in 1998. Excluding these nonrecurring costs, selling, general and
administrative expense as a percentage of sales was 18.7% in 1999 and 18.9% in
1998.
RECAPITALIZATION-RELATED COSTS. During the first quarter of 1998, we
recorded $71.0 million of expenses consisting primarily of noncash compensation
expense relating to the conversion of employee stock options, the implementation
of certain executive severance agreements and the grant of options to certain
executives in accordance with the terms of our Recapitalization.
RESTRUCTURING AND OTHER CHARGES. In the fourth quarter of 1998, we recorded
$23.6 million of restructuring and other charges, which included $26.5 million
of charges related to our long-term restructuring plan and $2.9 million of
reversals for adjustments to prior period restructuring charges due to revised
estimates. In 1998, restructuring and other charges included international asset
impairment charges attributable to the economic slowdown in the Far East,
write-offs of information systems due to a change in management's global
information system strategy, and employee separation and other exit costs due to
a restructuring of our management team in the United States and Europe and
selected components of our sales force. These charges consisted of $13.6 million
related to noncash asset impairments, $12.0 million of accruals for employee
separation arrangements and $0.9 million of exit costs. The 1998 restructuring
plan was substantially completed during 1999. The remaining accruals of $1.1
million for long-term severance arrangements are expected to be expended during
2001.
LOSS FROM OPERATIONS TO BE DISPOSED OF. In December 1998 our Board of
Directors approved a plan to dispose of our technology business segment. The
disposition was completed through the spinoff of ProcureNet in April 1999 and
the sale of the UniKix Technology software business in July 1999. The
14
results of operations of this segment are reported separately in our statement
of operations. Loss from operations to be disposed of decreased to $11.3 million
for the year ended December 31, 1999 from $15.1 million in 1998. The decrease
was primarily due to a decrease in the operating losses of ProcureNet and the
UniKix Technology software business during 1999 due to their dispositions. The
1999 period includes a $5.2 million write-off of in-process research and
development costs associated with an acquisition made during the first quarter
of 1999, while the 1998 period includes $3.5 million of restructuring and other
nonrecurring costs.
INCOME FROM OPERATIONS. Income from operations for the year ended December
31, 1999 increased to $146.8 million from $22.8 million in 1998, primarily for
the reasons discussed above. Excluding recapitalization-related, restructuring
and other charges and nonrecurring costs of $11.2 million in 1999 and $108.4
million in 1998, income from operations for 1999 increased to $158.0 million
from $131.2 million in 1998.
INTEREST EXPENSE. Interest expense for the year ended December 31, 1999
increased to $104.2 million from $90.3 million in 1998. The increase was
primarily the result of a full year of interest expense in 1999 resulting from
the January 1998 recapitalization and additional indebtedness resulting from our
issuance of $200.0 million principal amount of 9% Senior Subordinated Notes in
November 1998, both partially offset by one-time charges of $6.5 million in the
first quarter of 1998 related to the consummation of the Recapitalization.
OTHER (INCOME) EXPENSE, NET. Other (income) expense, net for the year ended
December 31, 1999 increased to $15.2 million of income from $7.2 million of
income in 1998. The increase in income in 1999 was primarily due to a gain on
the sale of the UniKix Technology software business, gains from the sale of
property, plant and equipment associated with our consolidation plans and a gain
from the undesignated portion of our interest rate swap.
INCOME TAX PROVISION (BENEFIT). The income tax provision (benefit) was
$34.4 million for the year ended December 31, 1999 compared with ($10.8) million
in 1998. The effective tax rate was 59.5% for 1999. Excluding the $71.0 million
of Recapitalization-related costs, of which a portion was nondeductible, the
effective tax rate for 1998 was 152.7%. The decrease in the effective tax rate
was due to reductions in foreign losses for which no tax benefits are recognized
and the restructuring of foreign operations to permit the recognition of tax
benefits on losses.
NET INCOME (LOSS). Net income for the year ended December 31, 1999
increased to $23.4 million from a loss of $49.5 million in 1998 for the reasons
discussed above.
LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 2000, our operations generated $107.2
million of cash compared with $124.7 million for 1999. The decrease in cash
generated from operations in 2000 is primarily due to increased investments in
working capital, partially offset by an increase in cash generated from net
income, adjusted for noncash items. We do not expect our working capital
requirements for our continuing operations to significantly increase in 2001.
During the year ended December 31, 2000, we used $57.1 million of cash for
investing activities, compared with $62.5 million in 1999. We used $23.1 million
for acquisitions in 2000, primarily for a manufacturing facility. During 1999,
we completed two acquisitions and acquired the remaining shares of Bioblock
Scientific S.A. for an aggregate net purchase price of $34.4 million. Capital
expenditures decreased to $29.4 million in 2000 compared to $41.1 million in
1999. The decrease in 2000 was due to lower spending on information systems due
to reduced spending for the Year 2000 issue and lower spending on facilities. We
anticipate 2001 capital expenditures to exceed the 1999 level due primarily to
increased facility spending and capital expenditures related to our February
2001 acquisition of Covance's pharmaceutical packaging services business.
Proceeds from the sale of property, plant and equipment decreased to $1.7
million in 2000 from $16.0 million in 1999. In 1999, we received proceeds
15
from the sale of the UniKix Technology software business and from fixed asset
sales resulting from our long-term warehouse consolidation strategy. Our
investing activities in 2000 and 1999 were funded with cash on hand and cash
generated from operating activities.
We financed the $137.5 million purchase price for the acquisition of
Covance's pharmaceutical packaging services business in February 2001 through
the sale of receivables under our receivables securitization facility. We intend
to continue to pursue acquisitions of complementary businesses that will enhance
our growth and profitability. We currently have no commitment, understanding or
arrangement relating to any additional material acquisitions.
In August 2000, we became a founding member of the New Health Exchange, an
internet health exchange founded by AmeriSource Health Corporation, Cardinal
Health, Inc., McKesson HBOC, Inc., and ourselves. Pursuant to the Limited
Liability Company Agreement, we have committed to invest approximately
$6.5 million in this entity in exchange for an approximate 13% ownership
interest. Through December 31, 2000, we have funded $2.2 million of our
commitment and anticipate fulfilling the remaining commitment during 2001.
Cash used in financing activities decreased to $32.8 million in 2000
compared with $74.1 million in 1999. Financing activities primarily related to
reductions in the amount of receivables sold under our receivables
securitization facility of $21.7 million in 2000 and $83.5 million in 1999.
You should refer to "Item 8--Financial Statements and Supplementary
Data--Note 12--Debt" for a description of our debt agreements. At December 31,
2000, we had $124.6 million of available borrowing capacity under our revolving
credit facility, net of $50.4 million in letters of credit outstanding. At
December 31, 2000, the unused portion of our receivables securitization facility
was $170.0 million. As discussed above, we used $137.5 of this amount to finance
the acquisition of our pharmaceutical packaging services business in February
2001.
We expect that cash flows from operations, together with cash on hand and
funds available under our existing credit facilities, will be sufficient to meet
our ongoing operating, capital expenditure and debt service requirements for at
least the next twelve months.
EUROPEAN ECONOMIC AND MONETARY UNION
We conduct business in many of the 12 countries that have agreed to join the
European Economic and Monetary Union and, among other things, adopt a single
currency called the euro. On January 1, 1999, a three-year transition period for
the euro began and the conversion rates between the euro and the national
currencies were fixed. Business enterprises have the option of switching to the
single currency at any time prior to January 1, 2002. In connection with the
upgrade of our management information systems, we incorporated the necessary
changes to allow us to conduct business in euros and the national currencies
during the transition period and entirely in euros thereafter. We are not able
to estimate or segregate the costs relating to the conversion to the euro, but
management does not believe that such costs were material. We do not anticipate
that the conversion to the euro will have a material impact on our future
results of operations.
ACCOUNTING PRONOUNCEMENTS
We adopted the Financial Accounting Standards Board's ("FASB") Emerging
Issues Task Force Consensus 00-10 "Accounting for Shipping and Handling Fees and
Costs," in the fourth quarter of 2000. Application of this consensus resulted in
the reclassification of prior period financial results to reflect shipping and
handling fees as revenue and shipping and handling costs as cost of sales. These
amounts were previously recorded in selling, general and administrative expense.
The reclassifications had no effect on operating or net income.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB101"), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition
16
in financial statements. Our adoption of SAB 101 in the fourth quarter of fiscal
2000 did not have a material effect on our financial position or results of
operations.
In June 1998, the FASB issued Statement No. 133 "Accounting for Derivative
Instruments and Hedging Activities," subsequently amended by SFAS No. 137 and
SFAS No. 138, which will be effective for us beginning January 1, 2001. SFAS 133
requires us to record all derivatives on the balance sheet at fair value.
Changes in derivative fair values will either be recognized in earnings as
offsets to the changes in fair value of related hedged assets, liabilities and
firm commitments or, for forecasted transactions, deferred and recorded as a
component of other accumulated comprehensive income until the hedged
transactions occur and are recognized in earnings. The ineffective portion of a
hedging derivative's change in fair value will be immediately recognized in
earnings. The adoption of SFAS 133, as amended by SFAS 138, as of January 1,
2001 resulted in a transition adjustment of approximately $1 million as a
reduction in other comprehensive income.
CONTROL OF THE COMPANY
As a result of the Recapitalization, certain affiliates of THL ("THL
Entities"), JP Morgan Partners (BHCA) ("JP Morgan"), Merrill Lynch & Co.
("Merrill Lynch") and Credit Suisse First Boston (USA), Inc. formerly known as
Donaldson, Lufkin and Jenrette, Inc. ("CSFB" and, together with the THL
Entities, JP Morgan and Merrill Lynch, the "Equity Investors") own 78.3% of our
issued and outstanding common stock, with the THL Entities owning 50.1% of such
outstanding stock. Accordingly, the Equity Investors have significant control
over us and have the power to elect a majority of our directors, appoint new
management and approve any action requiring the approval of the holders of our
common stock, including adopting amendments to our certificate of incorporation
and approving mergers or sales of substantially all of our assets. These Equity
Investors and certain members of management entered into an Investor's Agreement
dated January 21, 1998, as amended (the "Investor's Agreement"). The Investor's
Agreement provides that our Board of Directors will comprise at least 9, but not
more than 10 directors, four of whom will be appointed by the THL Entities, one
of whom will be appointed by DLJ Merchant Banking Partners II, L.P., one of whom
will be Mr. Paul M. Montrone and one of whom will be Mr. Paul M. Meister. The
directors elected pursuant to the Investors' Agreement will have the authority
to make decisions affecting our capital structure, including the issuance of
additional capital stock, the implementation of stock repurchase programs and
the declaration of dividends. There can be no assurance that the interests of
the Equity Investors will not conflict with the interests of our other
shareholders.
17
CAUTIONARY FACTORS REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes forward-looking statements. All
statements other than statements of historical facts included in this Annual
Report on Form 10-K may constitute forward-looking statements. We have based
these forward-looking statements on our current expectations and projections
about future events. Although we believe that our assumptions made in connection
with the forward-looking statements are reasonable, there can be no assurances
that the assumptions and expectations will prove to have been correct. These
forward-looking statements are subject to various risks, uncertainties and
assumptions including, among other things:
1. our outstanding indebtedness and leverage, and the restrictions imposed
by our indebtedness;
2. the effects of domestic and international economic and business
conditions on our businesses;
3. the high degree of competition of certain of our businesses, and the
potential for new competitors to enter into these businesses;
4. the extent to which we undertake new acquisitions or enter into
strategic joint ventures or partnerships;
5. future modifications to existing laws and regulations affecting the
environment;
6. discovery of unknown contingent liabilities, including environmental
contamination at our facilities;
7. fluctuations in interest rates and in foreign currency exchange rates;
8. availability, or increases in the cost, of raw materials and other
inputs used to make our products;
9. the loss of major customers or suppliers; and
10. our ability to obtain sufficient resources to finance our working
capital and capital expenditure needs.
Words such as "anticipates," "estimates," "expects," "projects," "intends,"
"plans," "believes" and words and terms of similar substance used in connection
with any discussion of future operating results or financial performance
identify forward-looking statements. All forward-looking statements reflect our
management's present expectations of future events and are subject to a number
of important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
You are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date of this Annual Report on Form 10-K.
We are under no obligation, and expressly disclaim any obligation, to update or
alter any forward-looking statements, whether as a result of new information,
future events or otherwise.
For these statements, we claim the protection of the safe harbor for
forward-looking statements contained in Section 27A of the Securities Act.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We operate manufacturing and logistical facilities as well as offices around
the world and utilize fixed and floating rate debt to finance our global
operations. As a result, we are subject to business risks inherent in non-U.S.
activities, including political and economic uncertainty, import and export
limitations, and market risk related to changes in interest rates and foreign
currency exchange rates. We believe the political and economic risks related to
our foreign operations are mitigated due to the stability of the countries in
which our largest foreign operations are located.
18
In the normal course of business, we use derivative financial instruments,
including interest rate swaps and foreign currency forward exchange contracts to
manage our market risks. Additional information regarding our financial
instruments is contained in "Item 8--Financial Statements and Supplementary
Data--Note 6--Fair Value of Financial Instruments and Note 12--Debt." Our
objective in managing our exposure to changes in interest rates is to limit the
impact of these changes on earnings and cash flow and to lower our overall
borrowing costs. Our objective in managing our exposure to changes in foreign
currency exchange rates is to reduce volatility on earnings and cash flow
associated with these changes. Our principal currency exposures are in the major
European currencies and in the Canadian dollar. We do not hold derivatives for
trading purposes.
We measure our market risk related to our holdings of financial instruments
based on changes in interest rates and foreign currency rates utilizing a
sensitivity analysis. The sensitivity analysis measures the potential loss in
fair values, cash flows and earnings based on a hypothetical 10% change in
interest and currency exchange rates. We used year-end market rates on our
financial instruments to perform the sensitivity analysis. We do not include
items such as lease contracts, insurance contracts, and obligations for pension
and other post-retirement benefits in the analysis.
Our primary interest rate exposures relate to our cash, fixed and variable
rate debt and interest rate swaps. The potential loss in fair values is based on
an immediate change in the net present values of our interest rate sensitive
exposures resulting from a 10% change in interest rates. The potential loss in
cash flows and earnings is based on the change in the net interest
income/expense over a one-year period due to an immediate 10% change in rates. A
hypothetical 10% change in interest rates would not have had a material impact
on our fair values, cash flows or earnings for either 2000 or 1999.
Our primary currency rate exposures are to our intercompany debt, cash and
foreign currency forward contracts. The potential loss in fair values is based
on an immediate change in the U.S. dollar equivalent balances of our currency
exposures due to a 10% shift in exchange rates. The potential loss in cash flows
and earnings is based on the change in cash flow and earnings over a one-year
period resulting from an immediate 10% change in currency exchange rates. A
hypothetical 10% change in the currency exchange rates would not have had a
material impact on our fair values, cash flows or earnings for either 2000 or
1999.
19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FISHER SCIENTIFIC INTERNATIONAL INC.
INDEX TO FINANCIAL STATEMENTS
PAGES
--------
Independent Auditors' Report................................ 21
Statement of Operations for the years ended December 31,
2000, 1999, and 1998...................................... 22
Balance Sheet at December 31, 2000 and 1999................. 23
Statement of Cash Flows for the years ended December 31,
2000, 1999, and 1998...................................... 24
Statement of Changes in Stockholders' Equity (Deficit) and
Comprehensive Income (Loss) for the years ended December
31, 2000, 1999, and 1998.................................. 25
Notes to Financial Statements............................... 26
20
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Fisher Scientific International Inc.:
We have audited the accompanying balance sheet of Fisher Scientific
International Inc. and subsidiaries (the "Company") as of December 31, 2000 and
1999, and the related statements of operations, cash flows, and changes in
stockholders' equity (deficit) and comprehensive income (loss) for each of the
three years in the period ended December 31, 2000. Our audits also included the
financial statement schedule listed in Item 14(a)(2). These financial statements
and the financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the financial position of Fisher Scientific International Inc. and
subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
DELOITTE & TOUCHE LLP
New York, New York
February 2, 2001
(February 14, 2001 as to Note 22)
21
FISHER SCIENTIFIC INTERNATIONAL INC.
STATEMENT OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE DATA)
YEAR ENDED
DECEMBER 31,
------------------------------------
2000 1999 1998
---------- ---------- ----------
Sales..................................................... $ 2,622.3 $ 2,514.5 $ 2,294.4
Cost of sales............................................. 1,974.0 1,885.4 1,721.0
Selling, general and administrative expense............... 494.0 472.5 440.9
Recapitalization-related costs............................ -- -- 71.0
Restructuring and other charges (credits)................. (2.0) (1.5) 23.6
Loss from operations to be disposed of.................... -- 11.3 15.1
---------- ---------- ----------
Income from operations.................................... 156.3 146.8 22.8
Interest expense.......................................... 99.1 104.2 90.3
Other (income) expense, net............................... 19.4 (15.2) (7.2)
---------- ---------- ----------
Income (loss) before income taxes......................... 37.8 57.8 (60.3)
Income tax provision (benefit)............................ 15.1 34.4 (10.8)
---------- ---------- ----------
Net income (loss)......................................... $ 22.7 $ 23.4 $ (49.5)
========== ========== ==========
Net income (loss) per common share:
Basic................................................... $ 0.57 $ 0.59 $ (1.24)
========== ========== ==========
Diluted................................................. $ 0.51 $ 0.55 $ (1.24)
========== ========== ==========
See the accompanying notes to financial statements.
22
FISHER SCIENTIFIC INTERNATIONAL INC.
BALANCE SHEET
(IN MILLIONS, EXCEPT SHARE DATA)
DECEMBER 31,
-------------------
2000 1999
-------- --------
ASSETS
Current assets:
Cash and cash equivalents................................. $ 66.0 $ 50.3
Receivables, net.......................................... 296.8 286.1
Inventories............................................... 224.2 223.3
Other current assets...................................... 63.6 75.1
-------- --------
Total current assets.................................... 650.6 634.8
Property, plant and equipment............................. 251.3 247.5
Goodwill.................................................. 334.2 356.2
Other assets.............................................. 149.6 164.1
-------- --------
Total assets............................................ $1,385.7 $1,402.6
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Short-term debt........................................... $ 47.6 $ 41.7
Accounts payable.......................................... 308.5 307.6
Accrued and other current liabilities..................... 151.7 170.2
-------- --------
Total current liabilities............................... 507.8 519.5
Long-term debt............................................ 991.1 1,011.1
Other liabilities......................................... 198.5 202.6
-------- --------
Total liabilities....................................... 1,697.4 1,733.2
-------- --------
Commitments and contingencies (Note 13)................... -- --
-------- --------
Stockholders' deficit:
Preferred stock ($0.01 par value; 15,000,000 shares
authorized,
none outstanding)..................................... -- --
Common stock ($0.01 par value; 100,000,000 shares
authorized; 40,132,296 and 40,096,605 shares issued;
and 40,116,389 and 40,052,940 shares outstanding, at
December 31, 2000 and 1999, respectively)............. 0.4 0.4
Capital in excess of par value.......................... 326.0 315.8
Accumulated deficit..................................... (571.9) (594.6)
Accumulated other comprehensive loss.................... (65.9) (51.6)
Treasury stock, at cost, (15,907 and 43,665 shares at
December 31, 2000 and 1999, respectively)............. (0.3) (0.6)
-------- --------
Total stockholders' deficit......................... (311.7) (330.6)
-------- --------
Total liabilities and stockholders' deficit......... $1,385.7 $1,402.6
======== ========
See the accompanying notes to financial statements.
23
FISHER SCIENTIFIC INTERNATIONAL INC.
STATEMENT OF CASH FLOWS
(IN MILLIONS)
YEAR ENDED DECEMBER 31,
------------------------------
2000 1999 1998
-------- -------- --------
Cash flows from operating activities:
Net income (loss)......................................... $ 22.7 $ 23.4 $(49.5)
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
Recapitalization-related costs, net of cash expended.... -- -- 70.5
Restructuring and other charges (credits)............... (2.0) (1.5) 23.6
Depreciation and amortization........................... 63.6 62.4 53.0
Write down of investments............................... 23.6 -- --
Other non-cash expenses................................. 6.3 1.5 --
(Gain) loss on sale of property, plant and equipment and
write-offs............................................ 0.6 (8.0) (2.5)
Deferred income taxes................................... 2.3 20.5 (17.8)
Changes in working capital:
Receivables, net...................................... 6.8 2.0 2.3
Inventories........................................... 5.9 (4.0) 10.8
Other current assets.................................. 7.5 (10.8) (4.6)
Accounts payable...................................... 2.8 60.7 45.3
Accrued and other current liabilities................. (6.1) (11.0) 33.2
Net cash flow from operations to be disposed of......... -- 2.6 0.4
Other assets and liabilities............................ (26.8) (13.1) (14.8)
------ ------ ------
Cash provided by operating activities................. 107.2 124.7 149.9
------ ------ ------
Cash flows from investing activities:
Acquisitions, net of cash acquired...................... (23.1) (34.4) (172.7)
Capital expenditures.................................... (29.4) (41.1) (67.2)
Proceeds from sale of property, plant and equipment..... 1.7 16.0 8.1
Other investments....................................... (6.3) (3.0) --
------ ------ ------
Cash used in investing activities..................... (57.1) (62.5) (231.8)
------ ------ ------
Cash flows from financing activities:
Common stock repurchased and conversion of options to
cash.................................................... -- -- (955.1)
Proceeds from common stock sold to FSI.................... -- -- 303.0
Financing-related fees and expenses....................... -- -- (72.2)
Changes in amounts sold under the accounts receivable
securitization, net..................................... (21.7) (83.5) 105.2
Acquisition of treasury stock............................. -- (0.1) (0.5)
Long-term debt proceeds................................... 8.1 9.1 947.2
Long-term debt payments................................... (20.9) (10.1) (190.8)
Change in short-term debt, net............................ 1.3 10.2 (8.0)
Proceeds from stock options exercised..................... 0.4 0.3 0.5
------ ------ ------
Cash provided by (used in) financing activities....... (32.8) (74.1) 129.3
------ ------ ------
Effect of exchange rate changes on cash and cash
equivalents............................................... (1.6) (3.4) --
------ ------ ------
Net change in cash and cash equivalents..................... 15.7 (15.3) 47.4
Cash and cash equivalents--beginning of year................ 50.3 65.6 18.2
------ ------ ------
Cash and cash equivalents--end of year...................... $ 66.0 $ 50.3 $ 65.6
====== ====== ======
Supplemental Cash Flow Information:
Cash paid during the year for:
Income taxes, net of refunds.............................. $ 1.8 $ 16.0 $ 7.7
====== ====== ======
Interest.................................................. $ 93.2 $ 97.7 $ 64.3
====== ====== ======
See the accompanying notes to financial statements.
24
FISHER SCIENTIFIC INTERNATIONAL INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
AND COMPREHENSIVE INCOME (LOSS)
(IN MILLIONS)
CAPITAL SHARES TO ACCUMULATED
IN SHARES BE RETAINED OTHER
COMMON EXCESS OF DEPOSITED DISTRIBUTED EARNINGS COMPREHENSIVE
STOCK PAR VALUE IN TRUST FROM TRUST (DEFICIT) INCOME (LOSS)
-------- --------- ---------- ----------- --------- -------------
Balance at January 1, 1998 $ 0.2 $ 278.9 $ (6.1) $ -- $ 96.7 $(22.6)
Net loss................................... -- -- -- -- (49.5) --
Foreign currency translation adjustment.... -- -- -- -- -- 2.9
Subtotal--comprehensive loss............. -- -- -- -- -- --
Five-for-one stock split................... 0.3 (0.3) -- -- -- --
Common stock issued........................ -- 0.5 -- -- -- --
Acquisition of treasury stock.............. -- -- -- -- -- --
Reversal of changes in market value of
common stock held in trust............... -- -- 4.3 -- -- --
Reclass from other liabilities............. -- -- -- 29.8 -- --
Recapitalization--related activity:
Common stock repurchased and conversion
of options to cash..................... (0.2) (268.7) -- -- (686.2) --
Shares deposited in trust................ -- -- (28.0) -- -- --
Equity contribution by FSI............... 0.1 302.9 -- -- -- --
Conversion of employee stock options..... -- -- -- -- 55.7 --
Recapitalization fees and expenses....... -- -- -- -- (34.9) --
----- ------- ------ ----- ------- ------
Balance at December 31, 1998................. 0.4 313.3 (29.8) 29.8 (618.2) (19.7)
Net income................................. -- -- -- -- 23.4 --
Foreign currency translation adjustment.... -- -- -- -- -- (32.4)
Minimum pension liability.................. -- -- -- -- -- 0.5
Subtotal--comprehensive loss............. -- -- -- -- -- --
Proceeds from stock options................ -- 0.3 -- -- -- --
Compensation related to the grant of stock
options.................................. -- 2.2 -- -- -- --
Distribution of ProcureNet to
stockholders............................. -- -- -- -- 0.2 --
Trust activity............................. -- -- (0.1) 0.1 -- --
Acquisition of treasury stock.............. -- -- -- -- -- --
----- ------- ------ ----- ------- ------
Balance at December 31, 1999................. 0.4 315.8 (29.9) 29.9 (594.6) (51.6)
Net income................................. -- -- -- -- 22.7 --
Foreign currency translation adjustment.... -- -- -- -- -- (14.3)
Unrealized investment gain................. -- -- -- -- -- 0.3
Minimum pension liability.................. -- -- -- -- -- (0.3)
Subtotal--comprehensive income........... -- -- -- -- -- --
Proceeds from stock options................ -- 0.4 -- -- -- --
Tax benefit from stock options............. -- 0.3 -- -- -- --
Compensation related to the grant of stock
options.................................. -- 5.0 -- -- -- --
Expiration of put (See Note 18)............ -- 4.5 -- -- -- --
Trust activity............................. -- -- (0.2) 0.2 -- --
Issuance of treasury stock................. -- -- -- -- -- --
----- ------- ------ ----- ------- ------
Balance at December 31, 2000................. $ 0.4 $ 326.0 $(30.1) $30.1 $(571.9) $(65.9)
===== ======= ====== ===== ======= ======
TREASURY COMPREHENSIVE
STOCK TOTAL INCOME (LOSS)
-------- -------- -------------
Balance at January 1, 1998 $ -- $ 347.1
Net loss................................... -- (49.5) $ (49.5)
Foreign currency translation adjustment.... -- 2.9 2.9
-------
Subtotal--comprehensive loss............. -- -- $ (46.6)
=======
Five-for-one stock split................... -- --
Common stock issued........................ -- 0.5
Acquisition of treasury stock.............. (0.5) (0.5)
Reversal of changes in market value of
common stock held in trust............... -- 4.3
Reclass from other liabilities............. -- 29.8
Recapitalization--related activity:
Common stock repurchased and conversion
of options to cash..................... -- (955.1)
Shares deposited in trust................ -- (28.0)
Equity contribution by FSI............... -- 303.0
Conversion of employee stock options..... -- 55.7
Recapitalization fees and expenses....... -- (34.9)
----- -------
Balance at December 31, 1998................. (0.5) (324.7)
Net income................................. -- 23.4 $ 23.4
Foreign currency translation adjustment.... -- (32.4) (32.4)
Minimum pension liability.................. -- 0.5 0.5
-------
Subtotal--comprehensive loss............. -- -- $ (8.5)
=======
Proceeds from stock options................ -- 0.3
Compensation related to the grant of stock
options.................................. -- 2.2
Distribution of ProcureNet to
stockholders............................. -- 0.2
Trust activity............................. -- --
Acquisition of treasury stock.............. (0.1) (0.1)
----- -------
Balance at December 31, 1999................. (0.6) (330.6)
Net income................................. -- 22.7 $ 22.7
Foreign currency translation adjustment.... -- (14.3) (14.3)
Unrealized investment gain................. -- 0.3 0.3
Minimum pension liability.................. -- (0.3) (0.3)
-------
Subtotal--comprehensive income........... -- -- $ 8.4
=======
Proceeds from stock options................ -- 0.4
Tax benefit from stock options............. -- 0.3
Compensation related to the grant of stock
options.................................. -- 5.0
Expiration of put (See Note 18)............ -- 4.5
Trust activity............................. -- --
Issuance of treasury stock................. 0.3 0.3
----- -------
Balance at December 31, 2000................. $(0.3) $(311.7)
===== =======
See the accompanying notes to financial statements.
25
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--FORMATION AND BACKGROUND
Fisher Scientific International Inc. ("Fisher" or the "Company") was
incorporated in September 1991. The Company's operations are conducted
throughout North and South America, Europe, the Far East, the Middle East and
Africa directly or through one or more subsidiaries, joint ventures, agents, or
dealers. The Company is managed in three business segments: domestic
distribution, international distribution, and laboratory workstations. The
domestic and international distribution segments engage in the supply,
marketing, service and manufacture of scientific, clinical, educational, and
occupational health and safety products. The laboratory workstations segment
manufactures laboratory workstations, fume hoods and enclosures for technology
and communication centers.
Fisher provides more than 600,000 products and services for research and
analytical testing, healthcare, science education and occupational safety in
approximately 145 countries. The Company serves scientists engaged in
biomedical, biotechnology, pharmaceutical, chemical and other fields of research
and development, and is a supplier to clinical laboratories, hospitals,
healthcare alliances, physicians' offices, environmental testing centers,
remediation companies, quality-control laboratories and many other customers.
The Company's largest supplier represents approximately 10% of 2000 sales.
NOTE 2--RECAPITALIZATION AND MERGER
On January 21, 1998, approximately 87% of the fully diluted shares of common
stock of Fisher were converted into the right to receive $9.65 per share in cash
(approximately $955 million in the aggregate) pursuant to the Second Amended and
Restated Agreement and Plan of Merger dated as of November 14, 1997, amending an
Agreement and Plan of Merger dated August 7, 1997 (as amended, the "Merger
Agreement") between the Company and FSI Merger Corp. ("FSI"), a Delaware
corporation formed by Thomas H. Lee Company ("THL"), providing for the merger of
FSI with and into Fisher and the recapitalization of Fisher (collectively, the
"Recapitalization"). The Recapitalization established an election process that
provided stockholders the right to elect, subject to proration, for each share
of Fisher common stock held, to either receive $9.65 in cash or retain one share
of common stock, $0.01 par value ("Common Stock"), in the recapitalized company.
Vesting of all outstanding options was accelerated.
As part of the Recapitalization, the Company recorded $71.0 million of
expenses consisting primarily of noncash compensation expense relating to the
conversion of employee stock options, the implementation of certain executive
employment agreements and the grant of options to certain executives in
accordance with the terms of the Recapitalization.
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION--The financial statements contain the accounts
of the Company and all majority-owned subsidiaries. Intercompany accounts and
transactions are eliminated.
CASH AND CASH EQUIVALENTS--Cash and cash equivalents consist primarily of
highly liquid investments with insignificant interest rate risk and original
maturities of three months or less at the date of acquisition.
26
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVENTORIES--Inventories are valued at the lower of cost or market, cost
being determined principally by the last-in, first-out ("LIFO") method for the
majority of the subsidiaries included in the domestic distribution segment and
by the first-in, first-out ("FIFO") method for all other subsidiaries.
PROPERTY, PLANT AND EQUIPMENT--Property, plant and equipment is recorded at
cost and is generally depreciated based upon the following estimated useful
lives: buildings and improvements 5 to 33 years and machinery, equipment and
other 3 to 12 years. Depreciation is computed principally using the
straight-line method.
GOODWILL--Goodwill is being amortized on a straight-line basis over 5 to
40 years. The amounts presented are net of accumulated amortization of
$83.1 million and $73.0 million at December 31, 2000 and 1999, respectively.
INTANGIBLE ASSETS--Net intangible assets of $24.6 million and $21.3 million
at December 31, 2000 and 1999, respectively, are being amortized on a
straight-line basis over their estimated useful lives, ranging up to 20 years,
are included in Other Assets and are stated net of accumulated amortization of
$21.3 million and $19.0 million at December 31, 2000 and 1999, respectively.
During 2000, 1999, and 1998, the Company recorded amortization expense of
$3.0 million, $3.2 million, and $3.7 million, respectively.
IMPAIRMENT OF LONG-LIVED ASSETS--Impairment losses are recorded on
long-lived assets used in operations when indicators of impairment are present
and the quoted market price, if available, or the anticipated undiscounted
operating cash flow generated by those assets are less than the assets' carrying
value. An impairment charge is recorded for the difference between the fair
value and carrying value of the asset.
REVENUE RECOGNITION--The Company recognizes revenue from product sales
consistent with the related shipping terms, generally at the time products are
shipped.
DEFERRED DEBT ISSUE COSTS--Deferred debt issue costs of $27.6 million and
$32.3 million at December 31, 2000 and 1999, respectively, relate to the
Company's 9% Notes, 7 1/8% Notes and Credit Facility debt. Deferred debt issue
costs are included in Other Assets and are amortized using the effective
interest rate method over the term of the related debt. During 2000, 1999, and
1998, the Company recorded amortization expense of $4.6 million, $4.4 million,
and $4.8 million, respectively.
OTHER (INCOME) EXPENSE, NET represents interest income on cash and cash
equivalents and other non-operating income and expense items.
FOREIGN CURRENCY TRANSLATION--Assets and liabilities of the Company's
foreign subsidiaries, where the functional currency is the local currency, are
translated into U.S. dollars using year-end exchange rates. Revenues and
expenses of foreign subsidiaries are translated at the average exchange rates in
effect during the year. Adjustments resulting from financial statement
translations are included in a separate component of stockholders' deficit.
Gains and losses resulting from foreign currency transactions are reported on
the income statement line item "other (income) expense, net," when recognized.
FINANCIAL INSTRUMENTS--The Company enters into forward currency contracts to
hedge exposure to fluctuations in foreign currency rates. Gains and losses on
the Company's forward currency contracts generally offset gains and losses on
certain firm commitments of the Company. Gains and losses on these positions are
deferred and included in the basis of the transaction when it is completed. At
27
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
December 31, 2000, the outstanding forward currency contracts all had maturities
of less than twelve months. Cash flows from forward currency contracts accounted
for as hedges are classified in the Statement of Cash Flows in the same category
as the item being hedged or on a basis consistent with the nature of the
instrument.
The Company enters into interest-rate swap agreements in order to manage its
exposure to interest-rate fluctuations. Net-interest differentials to be paid or
received are included in interest expense. Any undesignated interest rate swap
agreements are immediately marked-to-market. In addition, the Company
occasionally enters into option contracts to manage risks associated with fuel
costs.
ACCOUNTING PRONOUNCEMENTS--The Company adopted the Financial Accounting
Standards Board's ("FASB") Emerging Issues Task Force consensus 00-10
"Accounting for Shipping and Handling Fees and Costs," in the fourth quarter of
2000. Application of this consensus resulted in the reclassification of prior
period financial results to reflect shipping and handling fees as revenue and
shipping and handling costs as cost of sales. These amounts were previously
recorded in selling, general and administrative expense. The reclassifications
had no effect on operating or net income.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
The adoption of SAB 101 in the fourth quarter of fiscal 2000 did not have a
material effect on the Company's financial position or results of operations.
In June 1998, the FASB issued Statement No. 133 Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"), subsequently amended by SFAS
No. 137 and SFAS No. 138 which will be effective for the Company beginning
January 1, 2001. SFAS 133 requires the Company to record all derivatives on the
balance sheet at fair value. Changes in derivative fair values will either be
recognized in earnings as offsets to the changes in fair value of related hedged
assets, liabilities and firm commitments or, for forecasted transactions,
deferred and recorded as a component of other accumulated comprehensive income
until the hedged transactions occur and are recognized in earnings. The
ineffective portion of a hedging derivative's change in fair value will be
immediately recognized in earnings. The adoption of SFAS 133, as amended by
SFAS 138, as of January 1, 2001 resulted in a transition adjustment of
approximately $1 million as a reduction in other comprehensive income.
USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
RECLASSIFICATIONS--Certain prior year amounts have been reclassified to
conform to their current presentation.
NOTE 4--ACQUISITIONS
In January 2000, the Company acquired a manufacturing facility based in
Middletown, Virginia for $22.3 million in cash. This facility is included in the
domestic distribution segment. In January 1999, the Company acquired Columbia
Diagnostics Inc., a Virginia-based provider of laboratory products and
28
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--ACQUISITIONS (CONTINUED)
supplies to the healthcare industry, which is included in the domestic
distribution segment, and Structured Computer Systems ("SCS"), a
Connecticut-based provider of procurement and materials management solutions to
businesses, which was included in the ProcureNet business of the former
technology segment. Fisher recorded a $5.2 million write-off for in-process
research and development costs related to the acquisition of SCS. Net cash
consideration paid for acquisitions during 1999, including the remaining 10% of
Bioblock Scientific S.A. ("Bioblock"), was approximately $34.4 million.
In December 1998, Fisher purchased for approximately $136 million in cash
approximately 90% of Bioblock, a leading distributor of scientific and
laboratory instrumentation in France. At the time of the acquisition, Bioblock
had approximately $32 million of cash and cash equivalents on hand. In addition,
the Company acquired the remaining Bioblock shares in January 1999 for an
additional $14 million, bringing Fisher's total ownership position to 100%. The
excess of purchase price over the fair value of all net assets acquired was
approximately $90 million and is being amortized over 25 years.
The following unaudited pro forma financial information for the year ended
December 31, 1998 presents the consolidated results of operations as if the
acquisition of Bioblock had occurred at the beginning of 1998 (in millions,
except per share data).
Sales....................................................... $2,369.0
Net loss.................................................... (57.3)
Loss per common share:
Basic..................................................... (1.43)
Diluted................................................... (1.43)
The pro forma financial information includes the results of Bioblock
combined with the Company's historical results (including the 1998 restructuring
charge described in Note 19--Restructuring and Other Charges and
Recapitalization-related costs described in Note 2--Recapitalization and
Merger), the effects of the purchase accounting allocations, and adjustments to
interest expense to reflect borrowings to finance the acquisition as described
in Note 12--Debt. The pro forma financial information does not purport to
present what the Company's results of operations would actually have been had
the acquisition of Bioblock occurred on the assumed date.
In August of 1998, the Company acquired the net assets of Systems
Manufacturing Corporation, a manufacturer of local area network ("LAN")
furniture and command bridges, for $58 million in cash. The Company also made
three smaller acquisitions with an aggregate purchase price of approximately
$11 million in cash during 1998. These acquisitions were accounted for as
purchases.
Operations of the companies and businesses acquired have been included in
the accompanying financial statements from their respective dates of
acquisition. These acquisitions, except for Bioblock, are not material to the
Company's financial statements and have been excluded from the pro forma
calculation. The excess of the purchase price over the fair value of all net
assets acquired in 2000, 1999, and 1998 was approximately $1 million,
$14 million and $151 million, respectively, and is being amortized over 5 to
25 years.
NOTE 5--OPERATIONS TO BE DISPOSED OF
In December 1998, the Company's Board of Directors approved a plan to
dispose of the Company's technology business segment through (i) a spinoff (the
"Spinoff") of ProcureNet Inc.
29
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 5--OPERATIONS TO BE DISPOSED OF (CONTINUED)
("ProcureNet"), the Company's outsourcing and supply chain management technology
business, and (ii) the sale of the UniKix Technology software business. As part
of the Spinoff, which was consummated on April 15, 1999, the Company and
ProcureNet entered into a transitional services agreement pursuant to which
Fisher will provide ProcureNet with certain management and other administrative
services and ProcureNet will continue to provide Fisher and its customers with
third party procurement and electronic commerce support and services.
During the first quarter of 1999, ProcureNet entered into debt obligations
to Fisher totaling $19 million. These notes bear interest at an annual rate of
9% and are due and payable on December 31, 2007. Subsequent to the Spinoff, the
Company fulfilled its credit commitment to ProcureNet by providing an additional
$3 million in loans on terms similar to those of the existing notes. In
accordance with the terms of the notes and at the option of ProcureNet, accrued
interest of $1.1 million and $1.7 million was converted to principal during 2000
and 1999, respectively. In the fourth quarter of 2000, the Company recorded an
impairment charge of $19.4 million in other (income) expense, net to write down
a portion of the outstanding principal of the ProcureNet loan receivable. The
charge was triggered primarily by market conditions that adversely impacted
ProcureNet's cash flows. The remaining balance of $5.4 million was based upon
management's estimate of the fair value of this loan at December 31, 2000. The
fair value of the loan was determined based upon a valuation of the business
using a discounted cash flow model.
On July 22, 1999, the Company completed the sale of UniKix for cash proceeds
of approximately $5 million. A gain on the sale of $2.5 million was recognized
and is included in other (income) expense, net.
Revenues, costs and expenses, and cash flows of the former technology
segment have been excluded from their respective captions in the Statement of
Operations and Statement of Cash Flows. These items have been reported as "loss
from operations to be disposed of" and "net cash flows from operations to be
disposed of" for the years ended December 31, 1999 and 1998.
Summarized financial information for the former technology segment, which
includes the results of operations of ProcureNet through April 15, 1999 and
UniKix through July 22, 1999, is set forth below (in millions):
YEAR ENDED
DECEMBER 31,
-------------------
1999 1998
-------- --------
Net sales................................................... $21.1 $59.5
Operating loss.............................................. 11.3 15.1
The operating loss in 1999 includes a $5.2 million write-off for in-process
research and development costs related to the acquisition of SCS. The operating
loss in 1998 includes restructuring and other nonrecurring costs of
$3.5 million.
NOTE 6--FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist primarily of cash in banks,
receivables, debt, interest rate swaps, forward foreign currency contracts, and
call options on fuel contracts.
30
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 6--FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
The carrying amounts for cash and cash equivalents, receivables, and
short-term debt approximate fair value due to the short-term nature of these
instruments. The carrying and fair values of long-term debt were $991.1 million
and $951.1 million, respectively, at December 31, 2000 and $1,011.1 million and
$999.6 million, respectively, at December 31, 1999. The fair value of the
long-term fixed rate debt was estimated based on current quotes from bond
traders making a market in the debt instrument. The fair value of debt with
variable rates approximates the net carrying value. At December 31, 2000, the
Company had outstanding call options on fuel contracts with notional amounts
totaling approximately $3 million. At December 31, 2000 and 1999, the Company
had outstanding forward foreign currency contracts with notional amounts
totaling approximately $5 million and $9 million, respectively. The fair value
of these contracts was insignificant at December 31, 2000 and 1999. The Company
also had off-balance-sheet standby letters of credit with a notional amount of
$56.8 million with no unrealized gain or loss at December 31, 2000.
At December 31, 2000, the Company was a party to five interest-rate swap
agreements in which the Company exchanged its floating-rate obligation on
(a) $193.0 million denominated in U.S. dollars for a fixed-rate payment
obligation of 5.669% per annum through January 21, 2004, (b) $27.8 million
denominated in British pounds for a fixed-rate payment obligation of 5.850% per
annum through January 21, 2004, and (c) $10.4 million denominated in Canadian
dollars for a fixed-rate payment obligation of 5.6675% per annum through
January 21, 2004. The notional amount of each interest-rate swap agreement
matches the repayment schedule of the Term Facilities (See Note 12--Debt). In
the unlikely event that the counterparty fails to meet the terms of the
interest-rate swap agreement, the Company's exposure is limited to the
interest-rate differential on the notional amount at each quarterly settlement
period over the life of the agreements. The Company does not anticipate
nonperformance by the counterparty. The fair values of interest-rate swap
agreements are the estimated amounts that the Company would receive to terminate
the agreements at the reporting date, taking into account current interest
rates, the market expectation for future interest rates and the current
creditworthiness of the Company. The fair value of outstanding interest-rate
swap agreements as of December 31, 2000 and 1999, based upon quoted market
prices, was $0.6 million and $7.3 million, respectively.
None of the Company's financial instruments represents a concentration of
credit risk because the Company deals with a variety of major banks worldwide,
and its accounts receivable are spread among a number of customers and
geographic areas. None of the Company's off-balance-sheet financial instruments
would result in a significant loss to the Company if the other party failed to
perform according to the terms of its agreement, as any such loss would
generally be limited to the unrealized gain on any contract.
NOTE 7--RECEIVABLES
The following is a summary of receivables at December 31 (in millions):
2000 1999
-------- --------
Gross receivables........................................... $331.8 $321.0
Allowance for doubtful accounts............................. (35.0) (34.9)
------ ------
Receivables, net.......................................... $296.8 $286.1
====== ======
31
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 7--RECEIVABLES (CONTINUED)
The Company's Receivables Securitization (as defined in Note 12--Debt)
provides for the sale, on a revolving basis, of certain of the accounts
receivable of Fisher Scientific Company, L.L.C., a Delaware limited liability
corporation ("FSC"), to a special purpose, bankruptcy remote subsidiary of FSC
that entered into an agreement to transfer, on a revolving basis, an undivided
percentage ownership interest in a designated pool of accounts receivable up to
a maximum amount based on a defined calculated percentage of the outstanding
accounts receivable balance. As collections reduce accounts receivable included
in the pool, new receivables are sold into the pool. During 2000, the Company
collected and reinvested, on a revolving basis, approximately $475 million of
receivables and used $21.7 million of additional collections to reduce this
facility to zero at December 31, 2000. The special purpose subsidiary has the
risk of credit loss on the receivables and, accordingly, the full amount of the
allowance for doubtful accounts has been retained in the Company's balance
sheet. Under the terms of the Receivables Securitization, FSC retains collection
and administrative responsibilities for the receivables in the pool. Due to the
short-term nature of the receivables, the Company's retained interest in the
pool during the year is valued at historical cost which approximates fair value.
The facility has a remaining term of two years and the effective interest rate
is approximately one month LIBOR plus 50 basis points. The Company recorded
$3.9 million of losses on the sale of receivables as interest expense in the
year ended December 31, 2000.
NOTE 8--INVENTORIES
The following is a summary of inventories by major category at December 31
(in millions):
2000 1999
-------- --------
Raw materials............................................... $ 28.8 $ 21.8
Work in process............................................. 6.9 2.7
Finished products........................................... 188.5 198.8
------ ------
Total..................................................... $224.2 $223.3
====== ======
Inventories valued using the LIFO method amounted to $149.3 million and
$152.7 million at December 31, 2000 and 1999, respectively, which were below
estimated replacement cost by approximately $26.7 million and $24.1 million for
the years ended December 31, 2000 and 1999, respectively.
NOTE 9--OTHER CURRENT ASSETS
The following is a summary of other current assets at December 31 (in
millions):
2000 1999
-------- --------
Deferred income taxes....................................... $48.5 $51.2
Other....................................................... 15.1 23.9
----- -----
Total..................................................... $63.6 $75.1
===== =====
32
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 10--PROPERTY, PLANT AND EQUIPMENT
The following is a summary of property, plant and equipment by major class
of asset at December 31 (in millions):
2000 1999
-------- --------
Land, buildings and improvements........................... $185.8 $ 175.5
Machinery, equipment and other............................. 241.0 193.6
------ -------
Total.................................................... 426.8 369.1
Accumulated depreciation................................... (175.5) (121.6)
------ -------
Property, plant and equipment, net......................... $251.3 $ 247.5
====== =======
NOTE 11--ACCRUED AND OTHER CURRENT LIABILITIES
The following is a summary of accrued and other current liabilities at
December 31 (in millions):
2000 1999
-------- --------
Wages and benefits.......................................... $ 32.6 $ 39.2
Interest.................................................... 24.4 24.0
Other....................................................... 94.7 107.0
------ ------
Total................................................... $151.7 $170.2
====== ======
NOTE 12--DEBT
The following is a summary of debt obligations at December 31 (in millions):
2000 1999
-------- --------
9% Senior Subordinated Notes (net of a discount of
$5.4 million and $6.2 million in 2000 and 1999,
respectively)........................................... $594.6 $ 593.8
Term Facility............................................. 231.2 248.5
7 1/8% Notes (net of a discount of $0.7 million and
$0.8 million in 2000 and 1999, respectively)............ 149.3 149.2
Other..................................................... 63.6 61.3
Less short-term debt...................................... (47.6) (41.7)
------ --------
Total long-term debt.................................. $991.1 $ 1011.1
====== ========
On January 21, 1998, in connection with the Recapitalization, Fisher entered
into new debt financing arrangements, providing for up to $469.2 million of
senior bank financing (the "Credit Facility"), a $150 million receivables
securitization facility (the "Receivables Securitization") and $400 million of
9% Senior Subordinated Notes due 2008 (the "9% Notes"). The proceeds of the 9%
Notes, together with a portion of the proceeds of the Credit Facility, were used
to finance the conversion into cash of the common stock then outstanding that
were not retained by existing stockholders and employees, to refinance
$107.8 million of indebtedness outstanding on the date of the Recapitalization
and to pay related fees and expenses of the Recapitalization.
33
NOTE 12--DEBT (CONTINUED)
In March 1998, the Company paid down $40.0 million of borrowings under the
Credit Facility, funded by $20 million of proceeds from the sale of accounts
receivable under the Receivables Securitization, increasing that facility limit
to $170 million, and $20 million of cash generated by operations. As of
December 31, 2000, the Credit Facility provided for (i) a $231.2 million term
loan facility (the "Term Facility") consisting of (a) a $87.6 million tranche A
term loan ("Tranche A"), (b) a $85.1 million tranche B term loan ("Tranche B")
and (c) a $58.5 million tranche C term loan ("Tranche C"); and (ii) a
$175.0 million revolving credit facility (the "Revolving Facility"). Of the
$231.2 million outstanding under the Term Facility, $193.0 million is
denominated in U.S. dollars, $27.8 million is denominated in British pounds and
$10.4 million is denominated in Canadian dollars. Borrowings under the Term
Facility and Revolving Facility bear interest at a range of rates, based upon
the Company's leverage ratio, equal to, at the Company's option, the following:
Tranche A and Revolving Facility, LIBOR plus 1.25% to 2.25% or Prime Rate plus
0.25% to 1.25%; Tranche B, LIBOR plus 2.25% to 2.50% or Prime Rate plus 1.25% to
1.50%; and Tranche C, LIBOR plus 2.50% to 2.75% or Prime Rate plus 1.50% to
1.75%. The Company also pays a commitment fee equal to 0.50% per annum of the
undrawn portion of each lender's commitment. Interest rates at December 31, 2000
were as follows: Tranche A--7.90% (LIBOR plus 1.50%); Tranche B--8.65% (LIBOR
plus 2.25%); and Tranche C--8.90% (LIBOR plus 2.50%). The Term Facility has the
following maturity periods from the date of inception: Tranche A--6 years,
Tranche B--7 years and Tranche C--7.75 years. The Revolving Facility expires six
years from the date of inception. The mandatory repayment schedule of the Term
Facility is as follows: $18.5 million in 2001, $31.0 million in 2002,
$22.7 million in 2003, $62.6 million in 2004, and $96.4 million in 2005. No
amounts were outstanding under the Revolving Facility at December 31, 2000.
The obligations of Fisher and the subsidiary borrowers under the Credit
Facility are secured by substantially all assets of the Company and its material
domestic subsidiaries, a pledge of the stock of all domestic subsidiaries, and a
pledge of 65% of the stock of material foreign subsidiaries, which are direct
subsidiaries of the Company or one of its material domestic subsidiaries.
Obligations of each foreign subsidiary borrower are secured by a pledge of 100%
of the shares of such borrower. The obligations of Fisher and the subsidiary
borrowers are further guaranteed by Fisher and each material domestic subsidiary
of Fisher.
The Credit Facility contains covenants of the Company and the subsidiary
borrowers, including, without limitation, certain financial covenants and
restrictions on (i) indebtedness, (ii) the sale of assets, (iii) mergers,
acquisitions and other business combinations, (iv) minority investments, and
(v) the payment of cash dividends to shareholders. The financial covenants
include requirements to maintain certain levels of interest coverage, debt to
earnings before interest, taxes, depreciation and amortization ("EBITDA" or
leverage ratio), minimum EBITDA and a limit on capital expenditures. The Company
is in compliance with all covenants at December 31, 2000. Loans under the Term
Facility are required to be prepaid with 50% of excess cash flow (as defined in
the Credit Facility and subject to certain limits as specified therein), certain
equity issuances of the Company, 100% of net-cash proceeds of certain asset
sales, certain insurance and condemnation proceeds, and certain debt issuances
of the Company.
On January 21, and November 20, 1998, the Company issued $400 million and
$200 million, respectively, of 9% Senior Subordinated Notes. The 9% Senior
Subordinated Notes issued in January were issued at par while the 9% Senior
Subordinated Notes issued in November were issued net of an approximate
$7 million discount. The 9% Senior Subordinated Notes will mature on
February 1, 2008 with interest payable semiannually in arrears on February 1 and
August 1 of each year commencing August 1, 1998. The 9% Notes are unsecured
senior subordinated obligations of the Company, subordinated in right of payment
to all existing and future senior indebtedness and rank PARI PASSU in
34
NOTE 12--DEBT (CONTINUED)
light of payment with all other existing and future senior subordinated
indebtedness of the Company. The 9% Notes are redeemable at the option of the
Company at any time after February 1, 2003 at an initial redemption price of
104.5%, declining ratably to par on or after February 1, 2006. Upon a Change of
Control Triggering Event (as defined in the Indenture under which the 9% Notes
are issued), the Company will be required to make an offer to purchase all
outstanding 9% Notes at 101% of the principal amount thereof, together with
accrued and unpaid interest, if any, to the date of purchase.
The Indenture under which the 9% Notes are issued contains covenants that
restrict, among other things, (i) the ability of the Company and its
subsidiaries to incur additional indebtedness, (ii) pay dividends or make
certain other restricted payments, (iii) merge or consolidate with any other
person, and (iv) make minority investments, and contains other various covenants
that are customary for transactions of this type.
The Company also has outstanding $150.0 million aggregate principal amount
of 7 1/8% Notes due December 15, 2005, which were sold on December 18, 1995 at a
price to the public equal to 99.184% of principal bringing the effective
interest rate to 7.5%.
Other debt outstanding at December 31, 2000 totaled $63.6 million, of which
$39.3 million is long-term in nature. This debt matures as follows:
$4.8 million in 2001, $5.6 million in 2002, $5.1 million in 2003, $2.1 million
in 2004, $2.0 million in 2005, and $19.7 million thereafter.
NOTE 13--COMMITMENTS AND CONTINGENCIES
The following is a summary of annual future minimum lease and rental
commitments under operating leases as of December 31, 2000 (in millions):
2001........................................................ $20.2
2002........................................................ 15.9
2003........................................................ 10.4
2004........................................................ 7.7
2005........................................................ 7.2
Thereafter.................................................. 27.6
-----
Net minimum lease payments.................................. $89.0
=====
Total rental expense included in the accompanying statement of operations
amounted to $17.6 million in 2000, $18.4 million in 1999, and $17.4 million in
1998.
At December 31, 2000, the Company had letters of credit outstanding totaling
$50.4 million, which primarily represent guarantees issued to local banks in
support of borrowings by foreign subsidiaries of the Company, guarantees with
respect to various insurance activities as well as performance letters of credit
issued in the normal course of business. In addition, the Company has
$6.4 million of insurance related letters of credit related to its inactive
insurance subsidiary, each of which is collateralized by the cash of such
subsidiary.
In August 2000, the Company became a founding member of the New Health
Exchange, an internet healthcare exchange founded by the Company, AmeriSource
Health Corporation, Cardinal Health, Inc. and McKesson HBOC, Inc. Pursuant to
the Limited Liability Company Agreement executed by Fisher, Fisher has committed
to invest approximately $6.5 million in the entity in exchange for an
approximate 13% ownership interest. Through December 31, 2000, the Company
funded $2.2 million of its investment commitment and recognized losses of
approximately $1 million
35
NOTE 13--COMMITMENTS AND CONTINGENCIES (CONTINUED)
representing the Company's equity interest in the losses. The Company
anticipates fulfilling the investment commitment during 2001.
There are various lawsuits and claims pending against the Company involving
contract, product liability and other issues. In addition, the Company has
assumed certain insurance liabilities, including liabilities related to an
inactive insurance subsidiary, primarily related to certain historical
businesses of its former parent, including those related to workers'
compensation, employers' liability, automobile, general and product liability.
In view of the Company's financial condition and the accruals established for
related matters, based on management's knowledge to date, management does not
believe that the ultimate liability, if any, related to these matters will have
a material adverse effect on the Company's financial condition or results of
operations.
The Company is currently involved in various stages of investigation and
remediation related to environmental protection matters. The potential costs
related to environmental matters and the possible impact on future operations
are difficult to predict given the uncertainties regarding the extent of the
required cleanup, the complexity and interpretation of applicable laws and
regulations, the varying costs of alternative cleanup methods and the extent of
the Company's responsibility. However, such costs could be material. Accruals
for environmental liabilities are recorded, based on current interpretations of
environmental laws and regulations, when it is probable that a liability has
been incurred and the amount of such liability can be reasonably estimated.
Estimates are established based upon reports prepared by environmental
specialists, management's knowledge to date and its experience with the
foregoing environmental matters, and include potential costs for investigation,
remediation, operation and maintenance of cleanup sites and related capital
expenditures. Accrued liabilities for environmental matters were $31.0 million
and $32.5 million at December 31, 2000 and 1999, respectively. Although these
amounts do not include third-party recoveries, certain sites may be subject to
indemnification. Management believes this accrual is adequate for the
environmental liabilities expected to be incurred, and, as a result, believes
that the ultimate liability incurred with respect to environmental matters will
not have a material adverse effect on the Company's financial position or
results of operations. However, future events, such as changes in existing laws
and regulations, changes in agency direction or enforcement policies or changes
in the conduct of Fisher's operations, may give rise to additional remedial or
compliance costs which could have a material adverse effect on the Company's
financial position or results of operations.
NOTE 14--STOCKHOLDERS' EQUITY (DEFICIT)
The Preferred Stock and the Common Stock of the Company are each issuable in
one or more series or classes, any or all of which may have such voting powers,
full or limited, or no voting powers, and such designations, preferences and
related participating, optional or other special rights and qualifications,
limitations or restrictions thereof, as are set forth in the Restated
Certificate of Incorporation of Fisher or any amendment thereto, or in the
resolution or resolutions providing for the issue of such stock adopted by
Fisher's Board of Directors, which is expressly authorized to set such terms for
any such issue. At December 31, 2000, the Company's outstanding Common Stock
included 13,035,290 of nonvoting shares. Warrants to purchase 2,583,315 shares
of Common Stock at $9.65 per share were issued as part of the Recapitalization
and remain outstanding at December 31, 2000.
On March 9, 1998, Fisher's Board of Directors declared a five-for-one stock
split on the Company's Common Stock. As a result of the stock split, four
additional shares of Common Stock were issued for each share of Common Stock
held by the stockholders of record as of the close of business on March 19,
1998. All references in this report to the number of shares and per-share
amounts have been restated as appropriate to give effect to the stock split. On
May 12, 1998, the stockholders of the
36
NOTE 14--STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
Company approved the Amendment to the Restated Certificate of Incorporation of
the Company increasing the authorized number of shares of Common Stock that may
be issued from 50,000,000 to 100,000,000. Effective March 29, 1999, certain
equity investors exchanged 9,000,000 shares of Common Stock for the same amount
of nonvoting Common Stock.
NOTE 15--EARNINGS PER SHARE
The following is a reconciliation of the shares used in the computation of
basic and diluted earnings (loss) per share for 2000, 1999, and 1998 (in
millions):
2000 1999 1998
-------- -------- --------
Weighted average shares of common stock outstanding used
in the computation of basic earnings (loss) per share... 40.1 40.0 40.0
Common stock equivalents.................................. 4.3 2.8 --
---- ---- ----
Shares used in the computation of diluted earnings
(loss) per share...................................... 44.4 42.8 40.0
==== ==== ====
The weighted average amount of outstanding antidilutive common stock options
excluded from the computation of diluted earnings (loss) per share was
0.2 million, 1.6 million and 7.3 million at December 31, 2000, 1999, and 1998,
respectively. Additionally, at December 31, 1998, the Company had antidilutive
warrants outstanding to purchase 2.6 million shares that were excluded from the
computation of diluted earnings per share.
NOTE 16--INCOME TAXES
The domestic and foreign components of income (loss) before income taxes are
as follows (in millions):
YEAR ENDED DECEMBER 31,
------------------------------
2000 1999 1998
-------- -------- --------
Domestic.............................................. $25.6 $44.1 $(49.1)
Foreign............................................... 12.2 13.7 (11.2)
----- ----- ------
Income (loss) before income taxes................... $37.8 $57.8 $(60.3)
===== ===== ======
The components of the income tax provision (benefit) are as follows (in
millions):
YEAR ENDED DECEMBER 31,
------------------------------
2000 1999 1998
-------- -------- --------
Current income tax expense (benefit):
Federal............................................. $ 5.7 $ 8.9 $ 3.1
State............................................... 0.4 (1.0) 0.4
Foreign............................................. 6.7 6.0 3.5
----- ----- ------
Total current..................................... 12.8 13.9 7.0
----- ----- ------
Deferred income tax expense (benefit):
Federal............................................. 1.5 8.3 (13.8)
State............................................... 0.1 6.5 (4.0)
Foreign............................................. 0.7 5.7 --
----- ----- ------
Total deferred.................................... 2.3 20.5 (17.8)
----- ----- ------
Total income tax provision (benefit).................. $15.1 $34.4 $(10.8)
===== ===== ======
37
NOTE 16--INCOME TAXES (CONTINUED)
The principal items accounting for the differences in taxes on income (loss)
computed at the applicable U.S. statutory rate and as recorded are as follows
(in millions):
YEAR ENDED DECEMBER 31,
------------------------------
2000 1999 1998
-------- -------- --------
Taxes computed at statutory rate...................... $13.2 $20.2 $(21.1)
Foreign taxes over U.S. rate and foreign losses not
tax benefitted (net)................................ 0.7 5.5 6.3
State income taxes (net of federal benefit)........... 0.3 3.5 (2.4)
Nondeductible permanent items......................... 2.4 6.0 5.2
Other................................................. (1.5) (0.8) 1.2
----- ----- ------
Income tax provision (benefit)...................... $15.1 $34.4 $(10.8)
===== ===== ======
The tax effects of temporary items that gave rise to significant portions of
the deferred tax accounts are as follows at December 31 (in millions):
2000 1999
-------- --------
Deferred tax assets:
Postretirement benefit costs other than pension........... $ 26.0 $ 29.3
Environmental accruals.................................... 12.2 13.2
Operating losses.......................................... 34.4 34.1
Goodwill.................................................. -- 4.4
Accrued employee benefits................................. 28.5 27.2
Restructuring accruals.................................... 3.8 6.3
Other items not deductible until paid..................... 48.3 39.7
------ ------
Gross deferred tax assets................................. 153.2 154.2
Less valuation allowance.................................. (26.3) (31.7)
------ ------
Total deferred tax assets............................... 126.9 122.5
------ ------
Deferred tax liabilities:
Goodwill.................................................. 20.9 19.8
Property, plant and equipment............................. 11.4 10.7
Other..................................................... 7.8 7.0
------ ------
Total deferred tax liabilities.......................... 40.1 37.5
------ ------
Net deferred tax assets..................................... $ 86.8 $ 85.0
====== ======
Deferred tax assets include the benefit of net operating loss carryforwards
subject to appropriate valuation allowances. The Company evaluates the tax
benefits of operating loss carryforwards on an ongoing basis taking into
consideration such factors as the future reversals of existing taxable temporary
differences, projected future operating results, the available carryforward
period and other
38
NOTE 16--INCOME TAXES (CONTINUED)
circumstances. At December 31, 2000, the Company had accumulated net operating
loss carryforwards for tax purposes expiring as follows (in millions):
FOREIGN STATE FEDERAL
-------- -------- --------
2001.......................................... $ 0.7 $ -- $ --
2002.......................................... 2.0 -- --
2003.......................................... 1.6 2.4 --
2004.......................................... 0.3 4.4 --
2005.......................................... -- 3.7 --
2006.......................................... -- 3.4 --
2008.......................................... -- 8.1 --
2009.......................................... -- 11.9 --
2013.......................................... -- 5.5 --
2014.......................................... -- 7.1 --
2018.......................................... -- 9.4 --
2019.......................................... -- 18.1 6.4
No Expiration................................. 72.1 -- --
----- ----- ----
Total....................................... $76.7 $74.0 $6.4
===== ===== ====
SFAS No. 109 requires that deferred tax assets be reduced by a valuation
allowance if it is more likely than not that some portion or all of the deferred
tax asset will not be realized. The valuation allowances at December 31, 2000
and 1999 predominantly represent allowances against foreign net operating losses
which are not anticipated to result in future tax benefits.
Undistributed earnings of the Company's foreign subsidiaries amounted to
approximately $28 million at December 31, 2000. Upon distribution of those
earnings in the form of dividends or otherwise, the Company would be subject to
both U.S. income taxes (subject to an adjustment for foreign tax credits) and
withholding taxes payable to the various foreign countries. The Company intends
to periodically make distributions from its foreign subsidiaries to its U.S.
parent. These distributions will only be made at such time that they are deemed
to be tax efficient. The Company does not anticipate any additional U.S. tax
liability above that which has previously been recorded.
Fisher and its former parent are parties to a Tax Sharing Agreement that
provides for (i) the payment of taxes for periods during which Fisher and its
former parent were included in the same consolidated, combined or unitary group
for federal, state or local income tax purposes, (ii) the allocation of the
responsibility for the filing of tax returns, (iii) the cooperation of the
parties in realizing certain tax benefits, (iv) the conduct of tax audits and
(v) various related matters.
NOTE 17--RETIREMENT BENEFITS
The Company has defined benefit pension plans available to substantially all
employees that are either fully paid for by the Company or provide for mandatory
employee contributions as a condition of participation. Under the cash balance
plan in the United States, a participating employee accumulates a cash balance
account which is credited monthly with a 3.5% of compensation allocation and
interest. The Company's funding policy is to contribute annually the statutorily
required minimum amount as actuarially determined.
The Company, generally at its own discretion, provides a postretirement
health care program that is administered by the Company to employees who elect
to and are eligible to participate. Fisher funds a portion of the costs of this
program on a self-insured and insured-premium basis and, for the years
39
NOTE 17--RETIREMENT BENEFITS (CONTINUED)
ended December 31, 2000, 1999, and 1998, made payments totaling $2.1 million,
$1.7 million and $1.7 million, respectively.
The changes in benefit obligations and plan assets were as follows at
December 31 (in millions):
OTHER
POSTRETIREMENT
PENSION BENEFITS BENEFITS
------------------- -------------------
2000 1999 2000 1999
CHANGE IN BENEFIT OBLIGATION -------- -------- -------- --------
Benefit obligation at beginning of year..................... $238.6 $233.1 $26.9 $32.7
Service costs............................................. 9.0 9.5 0.4 0.4
Interest costs............................................ 16.4 15.1 1.6 1.8
Plan participants' contribution........................... 0.7 0.7 -- --
Plan amendment............................................ 0.1 1.6 (1.8) --
Actuarial (gain) loss..................................... 0.4 (7.4) (0.6) (6.2)
Acquisition............................................... -- 0.9 -- --
Benefits paid............................................. (17.2) (13.6) (2.1) (1.7)
Currency translation adjustment........................... (3.5) (1.3) (0.4) (0.1)
------ ------ ----- -----
Benefit obligation at end of year........................... $244.5 $238.6 $24.0 $26.9
====== ====== ===== =====
PENSION BENEFITS
-------------------
2000 1999
-------- --------
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year.............. $276.9 $251.9
Actual return on plan assets.............................. 59.5 37.5
Employer contribution..................................... 2.1 1.6
Plan participants' contribution........................... 0.7 0.7
Benefits paid............................................. (17.2) (13.6)
Currency translation adjustment........................... (4.2) (1.2)
------ ------
Fair value of plan assets at end of year.................... $317.8 $276.9
====== ======
The funded status of the Company's pension and postretirement programs was
as follows at December 31 (in millions):
OTHER
POSTRETIREMENT
PENSION BENEFITS BENEFITS
------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
Funded status............................................... $ 73.3 $ 38.3 $(24.0) $(26.9)
Unrecognized net actuarial gain............................. (65.5) (31.0) (28.8) (30.2)
Unrecognized prior service costs............................ (5.1) (5.7) (11.4) (11.8)
Unrecognized net transition obligation...................... 0.1 (0.8) -- --
Adjustment required to recognize minimum liability.......... (3.0) (2.7) -- --
------ ------ ------ ------
Accrued benefit liability................................... $ (0.2) $ (1.9) $(64.2) $(68.9)
====== ====== ====== ======
40
The net periodic pension costs and postretirement health care benefit income
includes the following components for the years ended December 31 (in millions):
OTHER
POSTRETIREMENT
PENSION BENEFITS BENEFITS
------------------------------ ------------------------------
2000 1999 1998 2000 1999 1998
-------- -------- -------- -------- -------- --------
COMPONENTS OF NET PERIODIC BENEFIT COST (INCOME)
Service cost............................................ $ 9.0 $ 9.5 $ 8.1 $ 0.4 $ 0.4 $ 0.7
Interest cost........................................... 16.4 15.1 14.6 1.6 1.8 2.1
Expected return on plan assets.......................... (23.2) (21.2) (20.3) -- -- --
Amortization of unrecognized net (gain) loss............ -- 0.2 -- (2.4) (2.1) (2.3)
Amortization of unrecognized prior service cost......... (0.6) (0.6) (0.6) (2.2) (2.1) (2.1)
Amortization of unrecognized net transition
asset................................................. (0.8) (0.9) (1.1) -- -- --
Special termination benefit loss........................ -- -- 0.7 -- -- --
Settlement / Curtailment (gain) loss.................... (1.0) -- 1.3 -- 0.1 0.2
------ ------ ------ ----- ----- -----
Net periodic benefit cost (income).................. $ (0.2) $ 2.1 $ 2.7 $(2.6) $(1.9) $(1.4)
====== ====== ====== ===== ===== =====
In 1993, the Company amended certain of its existing postretirement health
care programs creating an unrecognized prior service benefit. The unrecognized
prior service benefit is being amortized over approximately 13 years.
The development of the net periodic pension cost and the projected benefit
obligation was based upon the following assumptions:
2000 1999 1998
-------- -------- --------
Discount rate............................................... 7.50% 7.50% 6.75%
Average rate of increase in employee compensation........... 4.00% 4.00% 4.00%
Expected long-term rate of return on assets................. 9.75% 9.75% 9.75%
The date used to measure plan assets and liabilities was October 31 in each
year. Plan assets are invested primarily in stocks, bonds, short-term securities
and cash equivalents.
The weighted average discount rate used in determining the accumulated
postretirement health care benefit obligation was 7.5% for December 31, 2000 and
1999, and 6.75% for December 31, 1998. A 7.75% annual rate of increase in per
capita cost of covered health care benefits was assumed for 2000 which gradually
decreases to an average ultimate rate of 7.25%. Because of limitations on the
Company's contributions under the amended health care program, changes in the
health care trend rate assumption do not have a significant effect on the
amounts reported. To illustrate, a change in the assumed health care cost trend
rate by 1 percentage point effective January 2000 would change the accumulated
postretirement benefit obligation as of December 31, 2000 by approximately
$0.6 million and the aggregate of the service and interest cost components of
net periodic postretirement benefit cost for the year ended December 31, 2000 by
approximately $0.1 million.
The Company also maintains a defined contribution savings and profit sharing
plan (the "Plan"). The Plan allows eligible employees to participate after six
months and 500 hours of service. Participants may elect to contribute between 1%
and 15% of their annual compensation as defined in the Plan. The Company is
obligated to contribute an amount equal to 25% of each employee's basic
contribution, as defined, and may, at the discretion of the Company, contribute
additional amounts. For the years ended December 31, 2000, 1999, and 1998 the
Company's contributions to the Plan were $4.1 million, $4.2 million, and
$2.5 million, respectively.
41
NOTE 18--STOCK AND OTHER PLANS
STOCK PLANS
Under the Company's 1998 Equity and Incentive Plan ("1998 Plan"), the
Company may grant up to an aggregate of 10,000,000 shares of stock. Awards under
the 1998 Plan may be made in the form of options (whether incentive or
otherwise), stock appreciation rights, restricted stock, dividend equivalents
and other stock-based awards. Options granted have a term of ten years and
generally vest either over a three to five year period in equal installments or
in one installment nine years from the date of grant, unless sooner vested upon
the achievement of certain performance targets and other factors. The Company
has also granted options to purchase 758,333 shares of Common Stock having a ten
year term and vesting five to nine years from the date of grant, unless sooner
vested upon the achievement of certain performance targets or unless "put" to
the Company by the executive or "called" by the Company in accordance with the
terms of the respective grant agreements. The total "put" and/or "call" rights
are limited to $14.5 million plus interest, of which $4.5 million expired during
2000 in accordance with the terms of the option agreement and was reclassified
from other liabilities to equity. Options have generally been granted at fair
market value. The exercise price of all options outstanding on April 15, 1999
was reduced by $0.15 per share as a result of the spinoff of ProcureNet (see
Note 5--Operations To Be Disposed Of). During 2000, the Company recorded a
noncash compensation expense of $3.7 million in selling, general and
administrative expense relating to a one-time change in the terms of certain
stock options.
Prior to the 1998 Plan, Fisher had three stock option plans. Under these
plans, the Company granted options of 21,982,000 through January 21, 1998 at
which point all outstanding options vested, pursuant to the Merger Agreement.
Outstanding options under these stock plans were granted at 100% of market value
on the date of grant.
A summary of the status of the Company's stock option plans at December 31,
2000, 1999, and 1998 and changes during the years then ended is presented in the
following table:
2000 1999 1998
------------------- ------------------- -------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
SHARES EXERCISE SHARES EXERCISE SHARES EXERCISE
(000) PRICE (000) PRICE (000) PRICE
-------- -------- -------- -------- -------- --------
Outstanding at beginning of year.............. 6,950 $14.07 7,269 $14.47 17,570 $ 6.45
Granted....................................... 920 28.73 523 19.03 7,544 14.48
Exercised..................................... (36) 9.64 (23) 9.64 -- --
Canceled / Expired / Forfeited................ (441) 16.46 (819) 19.61 (17,845) 6.57
----- ----- -------
Outstanding at end of year.................... 7,393 $15.68 6,950 $14.07 7,269 $14.47
===== ===== =======
Exercisable at end of year.................... 2,500 $10.73 1,103 $ 9.68 -- $ --
Weighted average fair value of options
granted..................................... $ 9.27 $ 5.04 $ 3.95
42
The following table summarizes information about stock options outstanding
at December 31, 2000.
OPTIONS
OPTIONS OUTSTANDING EXERCISABLE
-------------------------------------------------------------
----------------------------
NUMBER WEIGHTED AVERAGE WEIGHTED NUMBER WEIGHTED
RANGE OF OUTSTANDING REMAINING AVERAGE EXERCISABLE AVERAGE
EXERCISE PRICE (000) CONTRACTUAL LIFE EXERCISE PRICE (000) EXERCISE PRICE
- ------------------------------- ----------- ---------------- -------------- ----------- --------------
$ 7.00 -- $11.00........... 3,649 7.0 $ 9.50 2,123 $ 9.50
11.01 -- 15.00........... 171 7.2 12.50 79 12.45
15.01 -- 18.00........... 201 7.4 17.39 122 17.38
18.01 -- 22.00........... 2,363 7.3 19.34 153 19.47
22.01 -- 26.00........... 329 9.2 24.33 23 24.37
26.01 -- 30.00........... 258 7.1 28.80 -- --
30.01 -- 34.00........... 227 9.0 32.17 -- --
34.01 -- 38.00........... 192 9.5 36.70 -- --
38.01 -- 42.00........... 3 9.2 42.00 -- --
----- -----
7,393 2,500
===== =====
Pursuant to the Merger Agreement, the vesting of all options accelerated on
the date of the Recapitalization. Of the 17,570,000 options outstanding at
December 31, 1997, approximately 6,720,000 were converted to cash and the
remainder were converted to common stock. When the options were converted, the
Company recorded compensation expense of approximately $56 million to reflect
the "cashless" conversion of the options into cash or common stock having a
value on the date of the Recapitalization equal to the product of (x) the excess
of $9.65 over the exercise price per share of Common Stock subject to such
option, and (y) the total number of shares of Common Stock subject to such
option, subject to any required tax withholdings.
RESTRICTED UNIT PLAN
Pursuant to the restricted unit plan of Fisher, each non-employee director
of the Company received a one-time grant of 25,000 units upon becoming a
director of the Company. The units represent the right to receive an equivalent
number of shares of Common Stock upon separation from service as a member of the
Board of Directors, subject to certain restrictions. The units are subject to
certain transfer restrictions for a specified period during which the director
has the right to receive dividends. The units vest 25% for each year of service.
Unvested units are generally forfeited if the director ceases to be a
non-employee director prior to the end of the restricted period. During 1996 and
1991, 25,000 and 100,000 units, respectively, were granted under the restricted
unit plan. Pursuant to the Merger Agreement, the vesting of all units
accelerated and the units were converted to cash.
SFAS 123 PRO FORMA DISCLOSURES
Had compensation cost for options granted subsequent to January 1, 1995 been
based upon fair value determined under SFAS No. 123, the Company's 2000, 1999,
and 1998 net income (loss) would have been $20.4 million, $20.3 million, and
($51.2) million, respectively, with basic earnings (loss) per share of $0.51 for
both 2000 and 1999 and ($1.28) for 1998, and diluted earnings (loss) per share
of $0.46, $0.47, and ($1.28) for 2000, 1999, and 1998, respectively. The fair
value of each option grant is estimated on the date of grant using a
Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 2000, 1999, and 1998: risk-free interest rates of
approximately 6.0%, 6.6% and 5.2%, respectively, annual dividend of $0; expected
lives of 5 years and expected volatility of 55%, 48%, and 50%, respectively. In
order to reflect the restrictive nature of the stock
43
underlying the options granted, discount factors of 33% and 25%, depending upon
the specific type of option, were applied in determining fair value.
NOTE 19--RESTRUCTURING AND OTHER CHARGES
In the third quarter of 2000, the Company recorded a $2.0 million
restructuring credit, which consisted of a $0.7 million reversal of the
restructuring charge recorded in 1999 due to revised estimates of severance and
related obligations and a $1.3 million reversal of restructuring charges
recorded in years prior to 1999 due to revised estimates.
In the fourth quarter of 1999, the Company recorded a $1.5 million net
restructuring credit, which consisted of a $2.1 million restructuring charge
related to its long-term restructuring plan and a $3.6 million reversal of prior
period restructuring charges due to revised estimates. The 1999 restructuring
charge reflected consolidation and downsizing of the Company's German
operations, which are included in the international distribution segment. The
charge resulted from a plan that was adopted in December 1999. The charge
related to severance and related costs for the termination of approximately 22
warehouse, customer service, and sales employees. As of December 31, 2000, the
Company had expended $1.0 million and reversed $0.7 million of the $2.1 million
accrual. The plan was substantially complete at December 31, 2000 and the
remaining accrual of $0.4 million is expected to be expended in 2001. The
$3.6 million reversal of prior period restructuring charges was comprised of a
$3.0 million reduction of severance due to organizational changes and voluntary
separations that occurred during 1999 which were not anticipated in prior
periods and a $0.6 million reduction due to revised estimates for the closing of
logistics centers in the United States.
In the fourth quarter of 1998, the Company recorded $23.6 million of
restructuring and other charges which included $26.5 million of charges related
to its long-term restructuring plan and $2.9 million of reversals for
adjustments to prior period restructuring charges due to revised estimates. In
1998, restructuring and other charges included international asset impairment
charges attributable to the economic slow-down in the Far East, write-offs of
information systems due to a change in management's global information system
strategy, and employee separation and other exit costs due to a restructuring in
the U.S. and Europe of the Company's management team and selected components of
its sales force. These charges consisted of $13.6 million related to noncash
asset impairments, $12.0 million of accruals for employee separation
arrangements and $0.9 million of exit costs.
Asset impairment charges in 1998 included $0.9 million of goodwill and other
intangibles and $12.7 million of property, plant and equipment. The property,
plant and equipment impairment charge included $4.7 million related to land in
the Far East which the Company no longer planned to develop and warehouses in
the same region that were impaired due to reduced volume and projected operating
losses. The impairment amounts were based on independent appraisals. The
remainder of the property, plant and equipment impairment charge is primarily
attributable to global information system software that the Company no longer
used due to a change in system strategy. The charge for employee separation
arrangements related to the termination and other severance costs associated
with approximately 139 salaried and hourly employees, essentially all of whom
were terminated as of December 31, 1999. The other exit costs primarily related
to the European restructuring. The 1998 restructuring plan was substantially
completed during 1999. At December 31, 2000, the Company had $1.1 million of
long-term severance accruals remaining which are expected to be expended during
2001. The Company expended $2.7 million in cash and reversed $0.2 million of
accruals during 2000.
At December 31, 1999, the Company also had $3.9 million of accruals
remaining from restructuring charges recorded in years prior to 1998. During the
year ended December 31, 2000, the Company expended $1.7 million and reversed an
additional $1.1 million of these accruals based upon revised estimates. The
remaining accrual of $1.1 million relates primarily to long-term lease and
severance obligations and is expected to be expended during 2001.
44
NOTE 20--SEGMENT AND GEOGRAPHICAL FINANCIAL INFORMATION
Selected business segment financial information for the years ended
December 31, 2000, 1999, and 1998 is shown below (in millions):
INCOME (LOSS) FROM
SALES OPERATIONS
------------------------------ ------------------------------
2000 1999 1998 2000 1999 1998
-------- -------- -------- -------- -------- --------
Domestic distribution.......................... $2,164.0 $1,992.9 $1,864.7 $140.5 $123.5 $113.2
International distribution..................... 451.0 478.8 421.1 9.7 7.8 (1.5)
Laboratory workstations........................ 156.0 182.6 151.7 4.2 24.7 21.0
Technology..................................... -- -- -- -- (11.3) (15.1)
-------- -------- -------- ------ ------ ------
Segment sub-total.......................... 2,771.0 2,654.3 2,437.5 154.4 144.7 117.6
Recapitalization-related costs................. -- -- -- -- -- (71.0)
Restructuring & other (charges) credits........ -- -- -- 2.0 1.5 (23.6)
Eliminations................................... (148.7) (139.8) (143.1) (0.1) 0.6 (0.2)
-------- -------- -------- ------ ------ ------
Total...................................... $2,622.3 $2,514.5 $2,294.4 $156.3 $146.8 $ 22.8
======== ======== ======== ====== ====== ======
Income (loss) from operations is revenue less related direct and allocated
expenses. Intercompany sales and transfers between segments were not material
for 2000, 1999, or 1998. External customer sales of the domestic distribution
segment were $2,023.9 million, $1,860.5 million and, $1,729.8 million for 2000,
1999, and 1998, respectively.
The domestic and international distribution segments accounted for ($1.0)
million and ($1.0) million, respectively, of the 2000 restructuring credit;
($2.8) million and $1.3 million, respectively, of the 1999 restructuring credit;
and $15.3 million and $8.3 million, respectively, of the 1998 restructuring
charge. See Note 19--Restructuring and Other Charges.
DEPRECIATION AND
ASSETS CAPITAL EXPENDITURES AMORTIZATION
------------------------------ ------------------------------ ------------------------------
2000 1999 1998 2000 1999 1998 2000 1999 1998
-------- -------- -------- -------- -------- -------- -------- -------- --------
Domestic distribution.......... $ 841.0 $ 808.4 $ 699.9 $19.4 $22.9 $47.3 $38.2 $36.6 $33.1
International distribution..... 394.5 435.4 486.6 4.9 12.8 14.4 16.5 16.9 13.0
Laboratory workstations........ 150.2 158.8 156.4 5.1 5.0 3.8 8.9 8.9 6.9
Technology..................... -- -- 14.7 -- 0.4 1.7 -- -- --
-------- -------- -------- ----- ----- ----- ----- ----- -----
Total...................... $1,385.7 $1,402.6 $1,357.6 $29.4 $41.1 $67.2 $63.6 $62.4 $53.0
======== ======== ======== ===== ===== ===== ===== ===== =====
The Company operates or sells to customers in approximately 145 countries
outside the United States. Sales outside the United States comprised 19%, 21%,
and 20% of consolidated sales in 2000, 1999, and 1998, respectively. No single
foreign country accounted for more than 10% of consolidated sales during the
past three years.
LONG-LIVED ASSETS
-------------------
2000 1999
-------- --------
LONG-LIVED ASSETS BY GEOGRAPHIC AREA:
Domestic.................................................... $202.9 $192.3
International............................................... 48.4 55.2
------ ------
Total....................................................... $251.3 $247.5
====== ======
45
Fisher's product portfolio is comprised of consumable products, such as
laboratory supplies and specialty chemicals, and durables. Approximately 80% of
2000, 1999 and 1998 sales were of consumable products and 20% of 2000, 1999, and
1998 sales were of durable products.
NOTE 21--RELATED PARTIES
The Company paid a one-time transaction fee in 1998 aggregating $20 million
and will pay an aggregate annual management fee of $1 million to certain
affiliates of THL. In exchange for the transaction fee, THL and its affiliates
provided equity commitments for the Recapitalization, arranged additional equity
financing, arranged the Recapitalization debt financing and structured and
negotiated the Recapitalization. In return for the annual management fee, THL,
and certain of its affiliates, provide consulting and management advisory
services. Additionally, in connection with the Recapitalization and the related
debt financings, the Company paid its other equity investors (excluding
management) one-time fees aggregating approximately $35 million in 1998.
One of the Company's equity investors is a financial institution that
provides financing to the Company at terms that are considered to be at
arm's-length.
NOTE 22--SUBSEQUENT EVENT
On February 14, 2001, the Company acquired the pharmaceutical packaging
services business from Covance, Inc. for $137.5 million. The acquired company,
renamed Fisher Clinical Services Inc., enables pharmaceutical and biotechnology
companies and other customers to outsource the packaging of prescription drugs
used in clinical trials. The Company financed this acquisition with the sale of
receivables under the Receivable Securitization and will account for the
acquisition under the purchase method of accounting.
NOTE 23--UNAUDITED QUARTERLY FINANCIAL INFORMATION
The Company's common stock is listed on the New York Stock Exchange ("NYSE")
under the trading symbol FSH. The following is a summary of quarterly financial
information for 2000 and 1999, including the high and low closing sales prices
of the stock as reported by the NYSE for each of the quarterly periods listed
(in millions, except per share data):
2000
----------------------------------------------------
FIRST SECOND THIRD FOURTH YEAR
-------- -------- -------- -------- --------
Sales (a).......................................... $653.2 $662.1 $662.3 $644.7 $2,622.3
Gross profit (a)................................... 164.8 162.1 162.9 158.5 648.3
Net income (b)..................................... 8.5 9.4 13.1 (8.3) 22.7
Earnings per common share:
Basic............................................ $ 0.21 $ 0.23 $ 0.33 $(0.21) $ 0.57
Diluted.......................................... 0.19 0.21 0.30 (0.21) 0.51
Market price:
High............................................. $49.63 $43.25 $35.44 $45.19
Low.............................................. 32.06 24.73 20.06 34.06
46
1999
----------------------------------------------------
FIRST SECOND THIRD FOURTH YEAR
-------- -------- -------- -------- --------
Sales (a).......................................... $611.8 $626.6 $643.2 $632.9 $2,514.5
Gross profit (a)................................... 158.4 156.4 160.8 153.5 629.1
Net income (c)..................................... 3.5 5.6 8.4 5.9 23.4
Earnings per common share:
Basic............................................ $ 0.09 $ 0.14 $ 0.21 $ 0.15 $ 0.59
Diluted.......................................... 0.08 0.13 0.20 0.13 0.55
Market price:
High............................................. $20.06 $22.31 $23.88 $43.00
Low.............................................. 16.38 16.88 17.63 22.50
- ------------------------
(a) The Company adopted the Financial Accounting Standards Board's Emerging
Issues Task Force consensus 00-10 "Accounting for Shipping and Handling Fees
and Costs," in the fourth quarter of 2000. Application of this consensus
resulted in the reclassification of prior period financial results to
reflect shipping and handling fees as revenue and shipping and handling
costs as cost of sales. These amounts were previously recorded in selling
general and administrative expense. The reclassification had no effect on
operating or net income.
(b) During the third quarter of 2000, Fisher recorded a $2.0 million
($1.4 million, net of tax) restructuring credit. See Note 19--Restructuring
and Other Charges.
(c) During the fourth quarter of 1999, Fisher recorded a $1.5 million
($0.9 million, net of tax) restructuring credit. See Note 19--Restructuring
and Other Charges.
47
ITEM 9.--CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10.--DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS. The information appearing in Fisher's Proxy Statement for its
Annual Meeting of Stockholders to be held on May 16, 2001 (the "Proxy
Statement") under the caption "Nomination and Election of Directors," is
incorporated herein by reference.
EXECUTIVE OFFICERS. Information in answer to this Item appears under the
caption "Executive Officers of Fisher" in Item 1 of this Annual Report.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. The information
appearing in the Proxy Statement under the caption "Section 16(a) Beneficial
Ownership Reporting Compliance," is incorporated herein by reference.
ITEM 11.--EXECUTIVE COMPENSATION
The information appearing in the Proxy Statement under the caption
"Compensation of Directors and Executive Officers," is incorporated herein by
reference.
ITEM 12.--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information appearing in the Proxy Statement under the caption "Security
Ownership of Certain Beneficial Owners and Management," is incorporated herein
by reference.
ITEM 13.--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing in the Proxy Statement under the caption "Certain
Transactions and Other Matters," is incorporated herein by reference.
48
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS. The Index to Financial Statements of the
Company appears at page 20 of this Annual Report.
(2) SCHEDULES. Financial statement schedules are listed under Item 14(d)
in this Annual Report.
(3) EXHIBITS. Exhibits 10.1 through 10.18 constitute all of the management
contracts and compensation plans and arrangements of the Company required
to be filed as exhibits to this Annual Report.
EXHIBIT
NUMBER DESCRIPTION
- --------------------- ------------------------------------------------------------
2.1 -- Second Amended and Restated Agreement and Plan of Merger, as
amended, dated as of November 14, 1997 by and between the
Company and FSI Merger Corp.(1)
2.2 -- Stock Purchase Agreement, dated November 9, 1998, among
Fisher Scientific International Inc., Fisher Scientific
Holdings France S.A., as Buyer, and Capiac, Sapaca 97,
Sapcar 97, Sappi 97, Sappef 97, Pierre Block,
Anne-Catherine Block-Derriey, Pierre-Francois Block,
Caroline Block and Marthe Block, as Sellers.(2)
2.3 -- Distribution Agreement, dated March 29, 1999, among Fisher
Scientific International Inc. and ProcureNet Inc.(13)
3.1 -- Amended and Restated Certificate of Incorporation of the
Company, as amended
3.2 -- Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company, dated June 9, 1997(1)
3.3 -- Certificate of Designation of Non-Voting Stock of the
Company
3.4 -- Certificate of Designation of Series B Non-Voting Common
Stock
3.5 -- Bylaws of the Company(3)
3.6 -- Certificate of Correction to the Restated Certificate of
Incorporation of Fisher Scientific International Inc.*
4.1 -- Specimen Certificate of Common Stock, $.01 par value per
share, of the Company
4.2 -- Certificate of Designation of Series A Junior Participating
Preferred Stock, dated June 9, 1997 (see Exhibit 3.2)
4.3 -- Certificate of Designation of Non-Voting Stock (see
Exhibit 3.3)
4.4 -- Certificate of Designation of Series B Non-Voting Common
Stock (See Exhibit 3.4)
4.5 -- Senior Debt Securities Indenture dated as of December 18,
1995 between the Company and Mellon Bank, N.A., as
Trustee(6)
4.6 -- Indenture dated as of January 21, 1998 between Fisher and
State Street Bank and Trust Company, as Trustee, relating to
the 9% Senior Subordinated Notes due 2008(7)
4.7 -- Registration Rights Agreement dated as of January 21, 1998
among Fisher and Merrill Lynch, Pierce, Fenner and Smith
Incorporated, Chase Securities Inc. and Donaldson, Lufkin
and Jenrette Securities Corporation(8)
49
EXHIBIT
NUMBER DESCRIPTION
- --------------------- ------------------------------------------------------------
10.1 -- Amended and Restated Employment Agreement dated as of
January 21, 1998 between the Company and Paul M. Montrone(9)
10.2 -- Amended and Restated Employment Agreement dated as of
January 21, 1998 between the Company and Paul M. Meister(9)
10.3 -- Employment Agreement dated as of March 31, 1998 between the
Company and David Della Penta(10)
10.4 -- Credit Agreement among Fisher, Certain Subsidiaries of
Fisher, Various Lending Institutions, The Chase Manhattan
Bank, as Administrative Agent, The Chase Manhattan Bank of
Canada, as Administrative Agent, Chase Manhattan
International Limited, as U.K. Administrative Agent, Merrill
Lynch Capital Corporation, as Syndication Agent, and DLJ
Capital Funding, Inc., as Documentation Agent, dated as of
January 21, 1998 (the "Credit Agreement")(7)
10.5 -- First Amendment and Waiver to the Credit Agreement dated as
of November 13, 1998
10.6 -- Second Amendment and Waiver to the Credit Agreement dated as
of December 31, 1998
10.7 -- Fisher Scientific International Inc. Retirement Plan(3)
10.8 -- Fisher Scientific International Inc. Savings and Profit
Sharing Plan(3)
10.9 -- Fisher Scientific International Inc. Incentive Compensation
Plan(12)
10.10 -- Restricted Unit Plan for Non-Employee Directors of Fisher
Scientific International Inc.(3)
10.11 -- Fisher Scientific International Inc. Deferred Compensation
Plan for Non-Employee Directors(3)
10.12 -- Retirement Plan for Non-Employee Directors of Fisher
Scientific International Inc.(3)
10.13 -- Fisher Scientific International Inc. Long-Term Incentive
Plan(3)
10.14 -- Fisher Scientific International Inc. 1998 Equity and
Incentive Plan(11)
10.15 -- Amended and Restated Investors' Agreement dated as of
March 29, 1999 among Fisher Scientific International Inc.,
Thomas H. Lee Equity Fund III, L.P. THL-CCI Limited
Partnership, THL Foreign Fund III, L.P., THL FSI Equity
Investors, L.P., DLJ Merchant Banking Partners II, L.P., DLJ
Merchant Banking Partners II--A, L.P., DLJ Offshore
Partners, II, C.V., DLJ Diversified Partners, L.P., DLJ
Diversified Partners--A, L.P., DLJ Millennium Partners,
L.P., DLJ Millennium Partners--A, L.P., DLJMB Funding II,
Inc., UK Investment Plan 1997 Partners, DLJ EAB Partners,
L.P., DLJ ESC II, L.P., DLJ First ESC, L.P., Chase Equity
Associates, L.P., Merrill Lynch Kecalp L.P. 1997, Kecalp
Inc., ML IBK Positions, Inc. and certain other persons named
herein(14)
10.16 -- Third Amendment and Waiver to the Credit Agreement dated as
of April. 5, 2000*
10.17 -- Amendment to Amended and Restated Investors' Agreement dated
as of May 14, 2000 among Fisher Scientific International
Inc., Thomas H. Lee Equity Fund III, L.P. THL-CCI Limited
Partnership, THL Foreign Fund III, L.P., THL FSI Equity
Investors, L.P., DLJ Merchant Banking Partners II, L.P., DLJ
Merchant Banking Partners II--A, L.P., DLJ Offshore
Partners, II, C.V., DLJ Diversified Partners, L.P., DLJ
Diversified Partners--A, L.P., DLJ Millennium Partners,
L.P., DLJ Millennium Partners--A, L.P., DLJMB Funding II,
Inc., UK Investment Plan 1997 Partners, DLJ EAB Partners,
L.P., DLJ ESC II, L.P., DLJ First ESC, L.P., Chase Equity
Associates, L.P., Merrill Lynch Kecalp L.P. 1997, Kecalp
Inc., ML IBK Positions, Inc. and certain other persons named
herein(14)*
50
EXHIBIT
NUMBER DESCRIPTION
- --------------------- ------------------------------------------------------------
10.18 -- Fourth Amendment and Waiver to the Credit Agreement dated as
of February 9, 2000*
21.1 -- List of Subsidiaries of the Company*
23.1 -- Consent of DELOITTE & TOUCHE LLP*
- ------------------------
* Filed herewith
(1) Included as an Annex or Exhibit to the Company's Proxy Statement/Prospectus
included in the Company's Registration Statement on Form S-4 (Registration
No. 333-42777) filed with the Securities and Exchange Commission on
December 19, 1997 and incorporated herein by reference.
(2) Included as an exhibit to the Company's Current Report on Form 8-K/A filed
with the Securities and Exchange Commission on February 17, 1999 and
incorporated herein by reference.
(3) Included in an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992, filed with the Securities and Exchange
Commission on March 24, 1993 and incorporated herein by reference.
(4) Included as an exhibit to the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on June 9, 1997 and
incorporated herein by reference.
(5) Included as an exhibit to the Company's Current Report on Form 8-K dated
August 7, 1997 filed with the Securities and Exchange Commission on
August 8, 1997 and incorporated herein by reference.
(6) Included as an exhibit to the Company's Registration Statement on Form S-3
(Registration No. 33-99884) filed with the Securities and Exchange
Commission on November 30, 1995 and incorporated herein by reference.
(7) Included as an exhibit to the Company's Current Report on Form 8-K
(Registration No. 001-10920) dated January 21, 1998 filed with the
Securities and Exchange Commission on February 5, 1998 and incorporated
herein by reference.
(8) Included as an exhibit to the Company's Registration Statement on Form S-4
(Registration No. 333-48285) filed with the Securities and Exchange
Commission on March 19, 1998 and incorporated herein by reference.
(9) Included as an exhibit to the Company's Annual Report, as amended, on
Form 10-K/A for the year ended December 31, 1997, filed with the Securities
and Exchange Commission on April 20, 1998 and incorporated herein by
reference.
(10) Included as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, filed with the Securities and Exchange
Commission on August 14, 1998 and incorporated herein by reference.
(11) Included as an exhibit to Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-4 (Registration No. 333-42777) filed with
the Securities and Exchange Commission on February 2, 1998 and incorporated
herein by reference.
(12) Included in an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, filed with the Securities and Exchange
Commission on March 21, 1996 and incorporated herein by reference.
51
(13) Included as an exhibit to the Company's Current Report on Form 8-K
Registration No. 001-10920 dated April 15, 1999 filed with the Securities
and Exchange Commission on April 30, 1999.
(14) Included as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999, filed with the Securities and Exchange
Commission on May 14, 1999 and incorporated herein by reference.
(b) Reports on Form 8-K: The Company did not file any Current Reports on
Form 8-K during the last quarter of the period covered by this report.
(c) EXHIBITS. The following exhibits are filed with this annual report:
21.1--List of Subsidiaries of the Company.
23.1--Consent of DELOITTE & TOUCHE LLP.
(d) FINANCIAL STATEMENT SCHEDULE.
SCHEDULE II
Valuation and Qualifying Accounts and Reserves for the Three Years Ended
December 31, 2000 (in millions):
BALANCE AT CHARGED TO CHARGED TO DEDUCTION BALANCE
BEGINNING COSTS AND OTHER AND AT END OF
OF PERIOD EXPENSES ACCOUNTS WRITE-OFFS PERIOD
---------- ---------- ---------- ---------- ---------
Allowance for doubtful accounts
December 31, 1998........................ $23.8 $7.7 $ -- $(3.7) $27.8
December 31, 1999........................ 27.8 6.4 4.0 (3.3) 34.9
December 31, 2000........................ 34.9 8.2 -- (8.1) 35.0
52
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FISHER SCIENTIFIC INTERNATIONAL INC.
By: /s/ TODD M. DUCHENE
-----------------------------------------
Todd M. Duchene
VICE PRESIDENT-GENERAL COUNSEL AND
SECRETARY
Date: March 29, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ PAUL M. MONTRONE Chief Executive Officer and
------------------------------------------- Director (Principal
Paul M. Montrone Executive Officer)
/s/ PAUL M. MEISTER
------------------------------------------- Executive Vice President
Paul M. Meister and Director
Vice President and Chief
/s/ KEVIN P. CLARK Financial Officer
------------------------------------------- (Principal Financial and
Kevin P. Clark Accounting Officer)
/s/ MITCHELL J. BLUTT, M.D.
------------------------------------------- Director
Mitchell J. Blutt, M.D.
/s/ ROBERT A. DAY
------------------------------------------- Director
Robert A. Day
/s/ ANTHONY J. DINOVI
------------------------------------------- Director
Anthony J. Dinovi
/s/ MICHAEL D. DINGMAN
------------------------------------------- Director
Michael D. Dingman
/s/ DAVID V. HARKINS
------------------------------------------- Director
David V. Harkins
/s/ SCOTT M. SPERLING
------------------------------------------- Director
Scott M. Sperling
/s/ KENT R. WELDON
------------------------------------------- Director
Kent R. Weldon
53