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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, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM
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COMMISSION FILE NUMBER 1-10920.
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
incorporation or organization) Identification No.)
LIBERTY LANE, HAMPTON, NH 03842
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code:
(603) 926-5911
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, par value New York Stock Exchange
$.01 per share
Securities registered pursuant to Section 12(g) of the Act:
NONE
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 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 14, 1997 was approximately $894,570,455.
The number of shares of Common Stock outstanding as of March 14, 1997 was
20,185,708.
Documents Incorporated by Reference: Portions of registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held May 13, 1997 are
incorporated by reference into Part III.
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ITEM 1. BUSINESS
INTRODUCTION
Fisher Scientific International Inc. ("Fisher" or the "Company") is a world
leader in serving science. Fisher provides more than 245,000 products and
services to research, healthcare, industrial, educational and governmental
markets in 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. Fisher also
represents customers as a third-party purchaser and integrator of suppliers of
scientific products, maintenance, repair and operating ("MRO") materials and
other products. Fisher was formed in September 1991, although the business
conducted by its principal operating subsidiary, Fisher Scientific Company, has
been in continuous operation since 1902 and traces its roots to 1851. Fisher's
principal executive offices are located at Liberty Lane, Hampton, New Hampshire
03842, and its telephone number is (603) 926-5911.
THE INDUSTRY
Fisher's market consists of five principal sectors: (i) scientific research
and development activities conducted by biotechnology, pharmaceutical, chemical,
environmental and other entities; (ii) hospitals and physicians' offices that
perform diagnostic tests on patients, (iii) commercial and national reference
laboratories; (iv) educational activities in research institutes, medical
schools, universities, colleges, elementary and secondary schools; and (v) users
of MRO materials and occupational health and safety products in production and
other activities.
PRODUCTS AND SERVICES
Fisher currently has over 245,000 products available for delivery from its
electronic and other order-entry systems and is continuously expanding and
refining its product offerings to provide its customers with a complete array of
laboratory and clinical testing supplies. In addition to supplying leading
brands of instruments, supplies and equipment, Fisher offers research chemicals,
clinical consumables, instruments, diagnostics, and laboratory workstations of
its own manufacture.
FISHER PRODUCTS. Fisher's product portfolio is comprised of
self-manufactured, proprietary and sourced products. Proprietary offerings
include both private label Fisher branded products as well as other franchised
products sold exclusively through the Company's worldwide distribution network.
Fisher's self-manufactured and proprietary products account for approximately
40% of sales.
SALES AND CUSTOMER SERVICE PROFESSIONALS. In order to reduce the complexity
of today's scientific research and clinical testing product offerings, Fisher
provides customer support through a worldwide sales and customer service
network. Fisher's direct sales force consists of over 1,000 account
representatives and product/systems sales specialists worldwide. Most of the
members of Fisher's direct sales force have scientific or medical backgrounds,
which enable them to provide technical assistance to the end users of Fisher
products. In addition to performing traditional selling functions, these
representatives provide the basis for a market-driven development program for
new products and services by identifying customer needs and utilizing the
Company's accumulated technical expertise to translate those needs into new
services or products, which may be manufactured by either Fisher or its
suppliers. In addition, Fisher's customer service organization includes over
1,000 representatives worldwide. These customer service representatives,
supported by a scientific and technical staff, respond to end-user product or
application questions and assist Fisher's customers with efficient order entry
and order expediting. In response to customers' efforts to improve purchasing
efficiencies, Fisher has developed the computerized order-entry systems
described in "Electronic Commerce" below.
ELECTRONIC COMMERCE. Fisher expanded its role as an industry leader in the
development and deployment of electronic commerce solutions through the
formation of Fisher Technology Group ("FTG"). This business unit was established
to commercialize software and related services developed by Fisher.
Organizations are utilizing these offerings to implement advanced
supply-chain-management techniques that enable
procurement to be automated for improved service at lower total cost. These
Internet, intranet and client/ server solutions are an extension of FTG's widely
used Requisition and Inventory Management System (RIMS). The applications
contain full graphics and text display, and provide search, retrieval, order-
management and transaction-processing functions. CORNERSTONE allows buyers and
suppliers to create public or private web sites to support their
business-to-business transactions. PROCURENET (www.procurenet.com), a public
mall owned and operated by FTG, utilizes the CORNERSTONE architecture to provide
the general commercial community access to the electronic storefronts of its
supplier tenants. More than 90,000 products are currently available on
PROCURENET. SUPPLYLINK provides the same capability in a client/server
environment. All of these applications support multiple commodities and
suppliers, and facilitate just-in-time delivery, integrated supply, vendor-base
consolidation and product standardization.
THE FISHER CATALOG. THE FISHER CATALOG has been published for over 89 years
and is a standard reference for the scientific community worldwide. In 1995,
Fisher established an Internet site (Fisher1.com) which currently features THE
FISHER CATALOG, THE FISHER CHEMICAL CATALOG, THE FISHER SAFETY CATALOG, THE
ACROS ORGANICS CATALOG, and the CURTIN MATHESON HEALTHCARE PRODUCTS CATALOG, as
well as other product, safety and general information -- all in electronic form
for quick and easy access. More than 100,000 items and over 25,000 images
representing 6,000 catalog pages can be browsed. New products are continuously
added, making the Fisher suite of catalogs a dynamic library, one of the most
complete and up-to-date sources of laboratory and safety products available.
Fisher customers now have the ability to place their orders electronically
through an intuitive, integrated and easy-to-use process. Fisher also continues
to publish several international catalogs to support its growing worldwide
presence. More than one million copies of the Company's various catalogs are
produced biannually, with supplements tailored to specific market segments such
as biotechnology, research chemicals, educational materials and occupational
health and safety.
COMPETITION
Fisher's competitors include a wide range of suppliers and manufacturers
that sell their own products directly to end users. The principal means of
competition in the markets Fisher serves are systems capabilities, breadth and
exclusivity of product offerings, price and service.
PATENTS, TRADEMARKS AND LICENSES
Fisher owns or licenses a number of patents and patent applications that are
important to its businesses. Fisher has more than 200 registered and
unregistered service marks and trademarks for its products and services. Some of
its more significant marks include CORNERSTONE, FISHER RIMS, PROCURENET,
SUPPLYLINK, UNIKIX, WEBKIX, ACCUMET, ACROS, BIOCHEMICAL SCIENCES, CHEMALERT,
CHEMGUARD, CHEMPURE, CMS, CURTIN MATHESON SCIENTIFIC, ENVIROWARE, EQUAFUGE,
EQUATHERM, FISHERBIOTECH, FISHERBRAND, FISHER DIAGNOSTICS, FISHER HEALTHCARE,
FISHER SAFETY, FISHER SCIENTIFIC, GASTRAK, HAMILTON, HISTOPREP, ISOTEMP,
MARATHON, MICROPROBE, OPTIMA, PACIFIC HEMOSTASIS, and VALUTRAK.
CUSTOMERS, SEASONALITY AND BACKLOG
Fisher's sales are not materially dependent upon any single customer or any
few customers. The Company's customers range in size from start-up companies,
hospital purchasing consortiums, and government agencies to nationally and
internationally recognized scientific research, medical and educational
institutions. Fisher's sales are generally related to applicable research and
development spending and to clinical testing practices and are therefore not
seasonal to any significant extent. In addition, no material portion of Fisher's
business is subject to renegotiation of profits or termination at the election
of the United States Government. Because Fisher's products are, in most cases,
sold for immediate shipment, there are no significant backlogs.
2
SUPPLIERS
The Company distributes laboratory instruments, supplies and equipment
obtained from over 3,200 manufacturers. Manufacturers generally offer these
products to distributors on substantially similar terms. Although certain
products are available from only a limited number of manufacturers, Fisher does
not anticipate that it will be unable to purchase any of the products it
distributes. The Company's largest supplier represents approximately 16% of 1996
sales.
ENVIRONMENTAL MATTERS
Some of Fisher's operations involve the handling, manufacture or use 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
of Fisher, as it is with other companies engaged in similar businesses, and
there can be no assurance that material damage will not occur or be discovered
to have occurred or be determined to be material in the future. The Company is
currently involved in various stages of investigation and remediation relative
to environmental protection matters.
The Company maintains two facilities in the State of New Jersey, in Fair
Lawn and Bridgewater, that are the subject of administrative consent orders,
issued pursuant to New Jersey's Environmental Clean-Up and Responsibility Act
("ECRA") (now called the Industrial Site Recovery Act ("ISRA")), in connection
with prior transfers of a controlling interest in the Company, which require
that certain remediation and other activities be undertaken at these sites. The
Fair Lawn facility is also part of a site listed on the "Superfund" National
Priority List under the Federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"). Fisher has also
been notified that it is among the potentially responsible parties under CERCLA
or similar state laws for the costs of investigating and/or remediating
contamination caused by hazardous materials at certain other sites. The
Company's non-Superfund liabilities for environmental matters are principally
related to compliance with ECRA/ISRA administrative consent orders and other
environmental regulatory requirements such as the Clean Air Act, the Clean Water
Act and other generally applicable requirements.
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. 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 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
$37.6 million and $35.6 million at December 31, 1996 and 1995, respectively.
Although these amounts do not include third-party recoveries, certain sites may
be subject to indemnification. In view of the Company's financial position and
the environmental accruals established, management does not believe that the
ultimate liability related to these environmental matters will have a material
adverse effect on the Company's financial statements. 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 compliance costs which could have a material adverse effect
on the Company's financial statements.
Fisher spent approximately $2.2 million and $1.9 million during the years
ended December 31, 1996 and 1995, respectively, on remediation and related
environmental monitoring and compliance. Amounts expensed for environmental
matters, including compliance costs under the existing administrative consent
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orders, for installation and operation of groundwater treatment systems and
other planned expenses, are expected to average between $2 million and $3
million per year. See "Cautionary Factors Regarding Forward-Looking Statements".
EMPLOYEES
As of December 31, 1996, Fisher had approximately 6,600 full-time employees.
Fisher considers relations with its employees to be satisfactory. Fisher has
several labor contracts, none of which is considered material to its business as
a whole. From time to time, union actions have been threatened or taken.
However, management does not believe such actions have had, or will have a
material adverse effect on the financial statements of the Company or on the
Company's ability to serve its customers.
EXECUTIVE OFFICERS OF FISHER
Set forth below is information with respect to each executive officer of
Fisher, each of whom was first elected in 1991, except as indicated.
NAME AND TITLE AGE BUSINESS EXPERIENCE
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Paul M. Montrone...................... 55 President of General Chemical from prior to 1992 to 1994
President and Chief Executive Officer and Chairman of the Board of General Chemical since 1994.
Vice Chairman of the Board of Abex from 1992 to 1995.
Member of the Board of Directors of WMX Technologies, Inc.
Paul M. Meister....................... 44 Senior Vice President of Abex from 1992 to 1995. Member of
Senior Vice President -- Chief the Board of Directors of Power Control Technologies Inc.,
Financial Officer and Treasurer General Chemical, Minerals Technologies, Inc. and
Wheelabrator Technologies Inc.
Michael J. Quinn...................... 53 President of Fisher Scientific Company, a subsidiary of
President -- Fisher Scientific Company Fisher, since 1995. Executive Vice President of Bergen
Brunswig Corporation (pharmaceutical distribution) from
1994 to 1995. President of OCP America (pharmaceutical
distribution) from prior to 1992 to 1993 and President and
Chief Executive Officer from 1993 to 1994.
Denis N. Maiorani..................... 48 President of Fisher Scientific Worldwide Inc., a
President -- Fisher Scientific subsidiary of Fisher, since July 1996. President of Fisher
Worldwide Inc. Scientific Europe Limited from January 1996 to July 1996.
Consultant to Fisher from 1995 to January 1996. President
of Robertson-Ceco Corporation (building-components
manufacturer) from 1992 to 1995.
Francis M. Scricco.................... 47 Vice President of Fisher and President of Fisher Products
President -- Fisher Products Group Group, a division of Fisher, since 1994. President and
Chief Executive Officer of Whirlpool Corporation's Inglis
Ltd. Canadian subsidiary (consumer products) from 1992 to
1994.
4
NAME AND TITLE AGE BUSINESS EXPERIENCE
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John R. Sasso......................... 49 Vice President and Chief Administrative Officer of Fisher
Vice President -- Chief Administrative since June 1996. President of Advanced Strategies (public
Officer affairs and communication consulting) from prior to 1992
to June 1996. Member of the Board of Directors of the
Federal National Mortgage Association (Fannie Mae).
Joseph P. Bolduc...................... 53 Vice President and Chief Information Officer of Fisher
Vice President -- Chief Information since October 1996. Regional Consulting Manager of Oracle
Officer Corporation (computer software) from 1995 to October 1996.
Corporate Vice President of Spiegel, Inc. (catalog
merchandiser/retailer) from prior to 1992 to 1995.
Francis J. Melly...................... 63 Vice President of Fisher since 1994. Vice President --
Vice President Information Systems & Services of Fisher Scientific
Company from prior to 1992 to 1994.
Paul F. Patek......................... 37 Vice President and Controller of Fisher since February
Vice President -- Controller 1996. Group Controller of Fisher and Senior Vice President
-- Finance of Fisher Scientific Company from 1994 to
February 1996. Manager of Corporate Finance of Chrysler
Corporation from prior to 1992 to 1994.
Todd M. DuChene....................... 33 Vice President, General Counsel and Secretary of Fisher
Vice President -- General Counsel and since November 1996. Senior Vice President, Secretary and
Secretary General Counsel of OfficeMax, Inc. (retailer) from 1995 to
November 1996 and Vice President, Secretary and General
Counsel from 1994 to 1995. Associate at Baker & Hostetler
(law firm) from prior to 1992 to 1994.
ITEM 2. PROPERTIES
Fisher's principal executive offices are located in Hampton, New Hampshire.
Fisher believes that its property and equipment are generally well maintained,
in good operating condition and adequate for its present needs. The inability to
renew any short-term real property lease by Fisher or any of its subsidiaries
would not have a material adverse effect on Fisher's financial statements.
5
The following table identifies Fisher's principal facilities, which are
owned in fee unless otherwise indicated:
U.S. LOGISTICS FACILITIES
Santa Clara, California (a) Agawam, Massachusetts
Denver, Colorado Bridgewater, New Jersey
Delmar (Newark), Delaware Somerville, New Jersey
Suwanee, Georgia (a) Dallas, (Plano) Texas
Itasca, Illinois (a) Houston, Texas
Florence, Kentucky
NON-U.S. FACILITIES
Geel, Belgium Offices, Logistics and Manufacturing
Center
Edmonton, Alberta, Canada Offices and Logistics Center
Whitby, Ontario, Canada Logistics Center
Maurepas, France Offices and Logistics Center
Kamen, Germany (a) Logistics Center
Kuala Lumpur, Malaysia (c) Offices and Logistics Center
Guadalajara, Mexico Offices and Logistics Center
Singapore (a) Offices and Logistics Center
Loughborough, United Kingdom Offices, Logistics and Manufacturing
Center
OTHER PROPERTIES
Hampton, New Hampshire (a) Corporate Offices
Fair Lawn, New Jersey Manufacturing
Rochester, New York Manufacturing
Ottawa, Ontario, Canada Offices
Pittsburgh, Pennsylvania (b) Offices and Data Center
Two Rivers, Wisconsin Offices and Manufacturing Center
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(a) Leased
(b) One property owned, three leased
(c) One property owned, two leased
ITEM 3. LEGAL PROCEEDINGS
There are various lawsuits and claims pending against Fisher and certain of
its subsidiaries. In the opinion of Fisher's management, Fisher's ultimate
liability with respect to these matters, if any, will not have a material
adverse effect on Fisher's financial statements.
Fisher is 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 the Company's
operations. The Company's management believes that such investigations,
individually and in the aggregate, will not have any material adverse effect
upon the Company's financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Fisher common stock ("Common Stock") is listed on the New York Stock
Exchange (the "NYSE") under the trading symbol FSH. The following table sets
forth the high and low closing sale prices of the Common Stock, as reported by
the NYSE for each of the quarterly periods listed:
HIGH LOW
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YEAR ENDED DECEMBER 31, 1995
First Quarter........................................................................ 30 7/8 24 5/8
Second Quarter....................................................................... 33 1/8 29 1/4
Third Quarter........................................................................ 33 3/4 28 7/8
Fourth Quarter....................................................................... 34 3/4 28 5/8
YEAR ENDED DECEMBER 31, 1996
First Quarter........................................................................ 38 1/4 33 7/8
Second Quarter....................................................................... 41 1/4 36 1/2
Third Quarter........................................................................ 42 1/4 35 1/4
Fourth Quarter....................................................................... 47 1/8 39 5/8
YEAR ENDED DECEMBER 31, 1997
First Quarter (through March 14, 1997)............................................... 47 42 1/4
HOLDERS
As of March 14, 1997, there were approximately 208 holders of record of the
Common Stock.
DIVIDENDS
The Company paid a quarterly cash dividend of $.02 per share for each of the
quarterly periods of fiscal 1996 and 1995. The Company anticipates paying
regular quarterly dividends of $.02 per share. Although management believes that
such a dividend is appropriate, this policy will be reviewed by Fisher's Board
of Directors (the "Fisher Board") from time to time in light of, among other
things, Fisher's earnings, financial position and other relevant business
conditions. No dividend will be payable unless declared by the Fisher Board and
funds are legally available for payment. The Company's current bank facilities
have restrictions on dividends above current levels if certain financial ratios
are not achieved. At December 31, 1996, retained earnings were free from
dividend restrictions.
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ITEM 6. SELECTED FINANCIAL DATA
This summary of selected financial data for the five years in the period
ended December 31, 1996 should be read in conjunction with the Financial
Statements presented elsewhere herein. See Notes 1 and 2 of Notes to Financial
Statements for a further discussion of the basis of presentation, principles of
consolidation and defined terms.
YEAR ENDED DECEMBER 31,
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
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1996 1995(c) 1994 1993 1992
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INCOME STATEMENT DATA:
Sales........................................... $ 2,144.4 $ 1,435.8 $ 1,126.7 $ 978.4 $ 813.8
Gross profit (b)................................ 578.5 386.9 318.9 292.7 256.9
Selling, general and administrative
expense(b)..................................... 483.9 334.4 255.0 232.0 210.7
Restructuring charge (a)........................ -- 34.3 -- -- --
Income from operations.......................... 94.6 18.2 63.9 60.7 46.2
Interest expense................................ 27.1 15.0 9.0 7.9 1.9
Income tax provision............................ 30.8 1.1 27.0 25.2 20.6
Net income (a) (b).............................. 36.8 3.2 35.7 32.6 26.8
SHARE DATA:
Net earnings per common share: (d)
Primary....................................... $ 1.96 $ 0.19 $ 2.18 $ 2.00 $ 1.66
Fully diluted................................. 1.87 0.19 2.00 1.88 1.65
Weighted average shares outstanding: (d)
Primary....................................... 18.8 16.4 16.4 16.3 16.1
Fully diluted................................. 20.8 16.4 19.9 19.3 16.3
Dividends declared per common share............. $ .08 $ .08 $ .08 $ .08 $ .08
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital................................. $ 259.8 $ 284.0 $ 162.8 $ 162.4 $ 72.4
Total assets.................................... 1,262.7 1,270.5 722.5 673.8 533.6
Long-term debt (e).............................. 281.5 446.3 128.4 128.1 43.3
Stockholders' equity (e)........................ 386.2 226.0 218.6 181.2 151.2
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(a) During the third quarter of 1995, Fisher recorded a $34.3 million ($20.3
million, net of tax) restructuring charge. The charge is primarily related
to the elimination and in some cases relocation of certain administrative
functions, a sales force reorganization, and the global consolidation of
certain domestic, Canadian and international logistics and customer service
facilities and systems. See Note 18 of Notes to Financial Statements for
additional discussion.
(b) In addition to the restructuring charge, certain nonrecurring and redundant
costs associated with the 1995 restructuring plan and the integration of
Curtin Matheson Scientific Inc. ("CMS") were expensed as incurred and are
included in the income statement. Approximately $19.4 million and $15.7
million of such costs were incurred in 1996 and 1995, respectively, with
$18.2 million and $14.5 million of these costs recorded in selling, general
and administrative expense. In both years $1.2 million was recorded in cost
of sales. A gain of ($0.7) million on the sale of property, plant and
equipment related to the restructuring plan was also recognized and included
in other income, net in 1996.
(c) On October 17, 1995, Fisher acquired CMS and Fisons Scientific Equipment
("FSE") from Fisons plc. The operations of CMS and FSE have been included in
Fisher's consolidated financial statements from the date of acquisition. See
Note 3 of Notes to Financial Statements for additional discussion.
(d) Net earnings per common share for 1992 reflect the sale by the Company of
975,000 shares of common stock in connection with the sale by its former
parent, on March 25, 1992, of its remaining 6.5 million shares of Fisher
Common Stock.
8
(e) In 1996, the Company issued a notice of redemption for its $125 million
step-up convertible subordinated notes due 2003. Approximately 97%, or
$121.6 million, of the notes were converted into 3,463,154 shares of the
Company's Common Stock and the remaining notes were redeemed by the Company.
The conversion of the debt and associated accrued interest and subsequent
redemption resulted in an increase in stockholders' equity and a reduction
in long-term debt of approximately $125 million.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
OVERVIEW
Fisher Scientific International Inc. ("Fisher" or the "Company") was formed
in September 1991. The Company's operations are conducted by wholly-owned and
majority-owned subsidiaries, joint ventures, equity interests and agents,
located in North and South America, Europe, the Far East, the Middle East and
Africa. The Company's activities relate principally to one business segment --
scientific and clinical products. This includes operations engaged in the
supply, marketing, service and manufacture of scientific, clinical, educational
and occupational health and safety products, and maintenance, repair and
operating ("MRO") materials.
On October 17, 1995, Fisher acquired the principal businesses of the
laboratory supplies division of Fisons plc. ("Fisons") in a transaction
accounted for as a purchase. The Company purchased the outstanding stock of
Curtin Matheson Scientific Inc. ("CMS"), headquartered in Houston, Texas, and
substantially all of the net assets of Fisons Scientific Equipment ("FSE"), a
division of Fisons with headquarters in Loughborough in the United Kingdom. CMS
is a supplier of diagnostic test kits, equipment and laboratory supplies to
integrated health care organizations, managed care organizations, national and
independent reference laboratories, and physicians' office laboratories where
human specimens are tested for subsequent diagnosis, as well as a supplier to
the scientific research community. FSE is a leading supplier of laboratory
products in the United Kingdom and also serves markets throughout Europe,
Africa, the Middle East and the Far East. The Company intends to use these
businesses to expand its operations in the clinical laboratory market, enhance
its position in the North American scientific research laboratory market and
complement its international growth strategy. During 1996 and 1995, Fisher made
certain smaller acquisitions of laboratory products distributors and other
businesses. See Note 3 of Notes to Financial Statements. All acquisitions have
been accounted for as purchases; operations of the companies and businesses
acquired have been included in Fisher's consolidated financial statements from
their respective dates of acquisition.
RESULTS OF OPERATIONS
1996 AS COMPARED WITH 1995
SALES
Sales for the year ended December 31, 1996 increased 49% to $2,144.4 million
from $1,435.8 million for the comparable period in 1995. The sales increase
primarily reflects sales of CMS and FSE, acquired in October 1995, as well as
growth in North American distribution. Excluding the effect of acquisitions, the
Company believes that its continued focus on enhancement of operating margins
could lead to a slowdown in the rate of North American distribution sales growth
in 1997.
GROSS PROFIT
Fisher's gross profit for the year ended December 31, 1996 increased 50% to
$578.5 million from $386.9 million for the comparable period in 1995. The
increase in gross profit is attributable primarily to the aforementioned sales
growth.
Gross profit as a percent of sales was 27.0% for the year ended December 31,
1996 and remained consistent with that of the same period in 1995. Lower gross
margins associated with recently acquired businesses were offset by improvements
in gross margins of Fisher's historical North American operations.
9
Excluding the effect of acquisitions, gross profit as a percent of sales is not
expected to change significantly in 1997. Both 1996 and 1995 include $1.2
million of costs associated with the revaluation of CMS and FSE acquired
inventory.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
Selling, general and administrative expense for the year ended December 31,
1996 increased 45% to $483.9 million from $334.4 million for the comparable
period in 1995. The increase reflects the inclusion of selling, general and
administrative expenses of recently acquired businesses, growth in base North
American distribution operations, nonrecurring costs to integrate CMS into
Fisher and nonrecurring costs associated with the implementation of the
restructuring plan that began in the third quarter of 1995 (see "Restructuring
Charge" below).
Operations outside of the United States continue to have significantly
higher selling, general and administrative expense as a percentage of sales as
compared with that of Fisher's domestic operations. These higher costs are being
incurred as part of a plan to develop an integrated worldwide supply capability,
the benefit of which has not been fully realized.
RESTRUCTURING CHARGE
In the third quarter of 1995, the Company recorded a pretax restructuring
charge of $34.3 million. The restructuring plan (the "Plan"), which anticipated
the integration of the former Fisons businesses with the Company, included the
elimination and in some cases relocation of certain administrative functions,
reorganization of the research sales force, and the consolidation and relocation
of certain logistics and customer service systems and locations throughout the
world. Implementation of the Plan is expected to be completed and the related
accruals substantially expended by the end of 1997.
Certain costs resulting from the temporary duplication of operations,
relocation of inventories, relocation of employees, hiring and training new
employees, other start-up costs and redundant costs, which will be eliminated as
the Plan is implemented, were not included in the restructuring charge and are
recognized as incurred. Approximately $18.2 million and $14.5 million of such
charges have been recorded in 1996 and 1995, respectively, and are included in
selling, general and administrative expense.
INCOME FROM OPERATIONS
Income from operations for the year ended December 31, 1996 increased to
$94.6 million, compared with $18.2 million for the corresponding period in 1995.
The increase reflects the effect of the restructuring charge of $34.3 million
recorded in 1995 as well as the factors discussed above. The Company's
operations outside of North America were not profitable, primarily as a result
of costs associated with the continued development of the Company's worldwide
supply capability and up-front infrastructure costs as discussed above in
"Selling, General and Administrative Expense". The Company expects to recognize
increasing benefits from these expenditures in 1997.
INTEREST EXPENSE
Interest expense of $27.1 million in 1996 increased by $12.1 million from
the 1995 level. The increase principally reflects interest related to borrowings
used to finance the acquisition of CMS and FSE in the fourth quarter of 1995,
partially offset by the June 1996 conversion and redemption of the Company's
$125 million step-up convertible notes. See "Liquidity and Capital Resources"
below.
NET INCOME
Net income for the year ended December 31, 1996 increased to $36.8 million
from $3.2 million for the comparable period in 1995 as a result of the factors
discussed above.
10
1995 AS COMPARED WITH 1994
SALES
Sales for the year ended December 31, 1995 increased 27% to $1,435.8 million
from $1,126.7 million for the comparable period in 1994. The sales increase
primarily reflects the inclusions of sales of acquired businesses and continued
sales growth in the Company's North American distribution operations.
GROSS PROFIT
Fisher's gross profit for the year ended December 31, 1995 increased 21% to
$386.9 million from $318.9 million for the comparable period in 1994. The
increase in gross profit is attributable primarily to additional sales volume of
recent acquisitions. The gross profit growth in the Company's base North
American distribution businesses was partially offset by lower sales and gross
margins of manufactured laboratory workstations. Gross profit as a percent of
sales decreased to 26.9% for the year ended December 31, 1995 from 28.3% for the
same period in 1994. This decrease primarily reflects lower gross margins
associated with recently acquired businesses (including $1.2 million of costs
associated with the revaluation of CMS and FSE acquired inventories) as well as
lower margins in the laboratory workstation business.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
Selling, general and administrative expense for the year ended December 31,
1995 increased 31% to $334.4 million from $255.0 million for the comparable
period in 1994. The increase reflects the inclusion of selling, general and
administrative expenses of recently acquired businesses, growth in base North
American distribution operations, nonrecurring costs associated with the
implementation of the restructuring plan (see "Restructuring Charge" below),
costs to integrate CMS into Fisher and higher selling, general and
administrative expenses related to operations outside the United States.
Operations outside of the United States had significantly higher selling,
general and administrative expense as a percentage of sales as compared with
that of Fisher's domestic operations for the period. These higher costs are
being incurred as part of a plan to develop an integrated worldwide supply
capability, the benefit of which has not been realized.
RESTRUCTURING CHARGE
In the third quarter of 1995, the Company recorded a pretax restructuring
charge of $34.3 million as previously discussed. Certain costs resulting from
the temporary duplication of operations, relocation of inventories, relocation
of employees, hiring and training new employees, other start-up costs and
redundant costs, which will be eliminated as the Plan is implemented, are not
included in the restructuring charge and are recognized in selling, general and
administrative expense as incurred. Approximately $14.5 million of such charges
were recorded in 1995 and are included in selling, general and administrative
expense.
INCOME FROM OPERATIONS
Income from operations for the year ended December 31, 1995 decreased to
$18.2 million, compared with $63.9 million for the corresponding period in 1994.
The decrease primarily reflects the third-quarter restructuring charge, the
associated nonrecurring costs and net losses from operations outside of North
America. The Company's operations outside of North America were not profitable,
primarily as a result of integration costs associated with the continued
development of the Company's worldwide supply capability and up-front
infrastructure costs as discussed above in "Selling, General and Administrative
Expense".
INTEREST EXPENSE
Interest expense of $15.0 million in 1995 increased by $6.0 million from the
1994 level. The increase principally reflects interest related to borrowings
associated with the CMS and FSE acquisition which the Company financed with bank
debt. See "Liquidity and Capital Resources" below.
OTHER INCOME, NET
Other income, net for the year ended December 31, 1995 decreased $6.7
million to $1.1 million of income, from $7.8 million of income for the
comparable period in 1994. Other income, net is lower primarily because of these
factors: reduced income from an inactive insurance subsidiary, lower interest
income as a
11
result of lower cash and investment balances as compared with those of the prior
year, a $2.0 million loss on an early extinguishment of debt due to a partial
debt refinancing in 1995 and lower foreign exchange gains as a result of hedging
certain currency exposures.
NET INCOME
Net income for the year ended December 31, 1995 decreased to $3.2 million
from $35.7 million for the comparable period in 1994 due to factors discussed
above.
LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 1996, the Company's operations generated
$49.0 million of cash compared with $54.9 million in 1995. This decrease in cash
flows from operating activities primarily reflects a decrease in cash flows from
changes in working capital, offset by net income adjusted for noncash items. The
decrease in cash flow from working capital was primarily attributable to
receivables and accounts payable. The increase in receivables, which decreased
cash flow, was due to increases in sales volume and the impact of the
integration of CMS into Fisher. The decrease in accounts payable, which also
decreased cash flow, was due to an unusually high balance at December 31, 1995
due to initial stocking for new product lines and timing of payments.
The Company's operating working capital (defined as receivables plus
inventories less accounts payable and accrued liabilities) increased to $194.2
million at December 31, 1996 from $162.1 million at December 31, 1995. This
increase is primarily due to increases in receivables discussed above and
increases in inventories due to sales volume and stocking related to new
logistics centers in North America. Excluding the effect, if any, of future
acquisitions and anticipated temporary inventory duplications as the Company
completes the consolidation and relocation of certain of its logistical
facilities in North America, the Company's working capital requirements are not
anticipated to increase substantially in 1997.
During the year ended December 31, 1996, the Company used $42.0 million for
investing activities compared with $332.8 million for the same period in 1995.
The decrease in cash used for investing activities is primarily attributable to
the prior-year acquisition of CMS and FSE. The Company used $10.4 million and
$326.6 million of cash for acquisitions during the years ended December 31, 1996
and 1995, respectively (see Note 3 of Notes to Financial Statements). During the
years ended December 31, 1996 and 1995, the Company made capital expenditures of
$40.7 million and $24.6 million, respectively. The increase in capital spending
primarily related to the consolidation and relocation of logistical facilities
in North America. Capital expenditures in 1997 are expected to show a similar
increase over 1996 as the Company continues its consolidation and relocation of
logistical facilities in North America and as it expands its logistical
facilities in the Far East. The Company's investing activities were primarily
funded by the Company's existing cash.
Financing activities used $46.0 million in 1996 compared with providing
$304.7 million in 1995. This change is due to 1995 borrowings used to finance
the acquisition of CMS and FSE. See "Debt" below. In 1996 financing activities
included approximately $25 million of long-term debt proceeds from and $74
million of long-term debt repayments of Fisher's bank credit facilities.
Fisher expects 1997 cash flows from operations, together with cash on hand
and funds available under existing credit facilities, will be sufficient to meet
ongoing operating and capital expenditure requirements.
DEBT
At December 31, 1996, the Company's total debt was $296.1 million as
compared with $458.0 million at December 31, 1995. On June 12, 1996, the Company
issued a notice of redemption for its $125 million step-up convertible
subordinated notes due 2003 at a price of 103.65% of principal, plus accrued
interest. The notes could also be converted into common stock at a conversion
price of $35 1/8 per share prior to the redemption date. On June 26, 1996,
approximately 97%, or $121.6 million, of the notes were converted into 3,463,154
shares of the Company's Common Stock. On July 2, 1996, the Company redeemed the
remaining
12
notes for $3.5 million plus accrued interest. The conversion of the debt and
associated accrued interest and subsequent redemption resulted in an increase in
stockholders' equity and a reduction in long-term debt of approximately $125
million.
As discussed above, in October 1995, Fisher purchased CMS and FSE in a
transaction financed through $312 million of borrowings under new credit
facilities (the "Credit Facilities"). Approximately $150.0 million of these
borrowings was repaid with the proceeds of the December 13, 1995 Note Offering
described below. Borrowings under the Credit Facilities were $116.8 million at
December 31, 1996 and had an effective
interest rate of approximately 7.3% in 1996. Of the amount outstanding at
December 31, 1996, $69.5 million matures on October 17, 2001 and the remaining
amount has scheduled payments over a six year period. At December 31, 1996,
$168.2 million was available for additional borrowings and letters of credit
under the Credit Facilities. All borrowings under the Credit Facilities bear
interest at variable rates. At December 31, 1996, the rate was approximately
5.9%. The Credit Facilities have certain restrictive covenants customary in
financing agreements of this type. The Company was in compliance with such
covenants at December 31, 1996. The estimated fair market value of the
borrowings at December 31, 1996 approximates the net carrying value.
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 13, 1995 at a
price to the public equal to 99.184% of principal bringing the effective
interest rate to 7.5%. The net proceeds to the Company from the offering of the
7 1/8% Notes, after underwriting discounts and commissions and estimated
expenses, were approximately $146.5 million. The estimated fair market value of
the 7 1/8% Notes at December 31, 1996, based on quotes from bond traders making
a market in the Notes, was approximately $148.3 million.
RESTRUCTURING PLANS
As previously noted, in 1995 the Company recorded a pretax restructuring
charge of $34.3 million, of which approximately $18 million consisted of noncash
charges and approximately $16 million consisted of accrued cash charges related
to separation arrangements and exit costs related to consolidation efforts.
Implementation of the Plan is expected to be completed and the related accruals
substantially expended by the end of 1997. Fisher expects restructuring-related
cash expenditures in 1997 of approximately $3 million, which will be paid from
available funds. Cash expenditures in 1996 and 1995 were approximately $7
million and $2 million, respectively. Certain costs resulting from the temporary
duplication of certain operations, relocation of inventory, relocation of
employees, hiring and training new employees, other start-up costs and redundant
costs, which are expected to be eliminated as the Plan is implemented, are not
included in the restructuring charge and were recognized in selling, general and
administrative expense as incurred. Approximately $18.2 million and $14.5
million of such costs were incurred in 1996 and 1995, respectively. Upon
completion of the Plan and the integration of CMS into Fisher, the Company
expects an improvement in annual pretax profitability in excess of $30 million.
See "Cautionary Factors Regarding Forward-Looking Statements".
During the third quarter of 1991, Fisher recorded a pretax $20.0 million
restructuring charge relating primarily to improving operations of its North
American distribution system through consolidation and expansion of certain
facilities. Fisher expects cash expenditures in 1997 of approximately $2 million
related to these improvements, which will be paid from available funds. Cash
expenditures in 1996 were approximately $2 million.
ENVIRONMENTAL MATTERS
Some of Fisher's operations involve and have involved the handling,
manufacture or use 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 of Fisher, as it is with other companies engaged in similar
businesses, and there can be no assurance that material damage will not occur or
be discovered to have occurred or be determined to be material in the future.
The Company is currently involved in various stages of investigation and
remediation relative to environmental protection matters.
13
The Company maintains two facilities in the State of New Jersey, in Fair
Lawn and Bridgewater, that are the subject of administrative consent orders,
issued pursuant to New Jersey's Environmental Clean-Up and Responsibility Act
("ECRA") (now called the Industrial Site Recovery Act ("ISRA")) in connection
with prior transfers of a controlling interest in the Company, which require
that certain remediation and other activities be undertaken at these sites. The
Fair Lawn facility is also part of a site listed on the "Superfund" National
Priority List under the Federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"). Fisher has also
been notified that it is among the potentially responsible parties under CERCLA
or similar state laws for the costs of investigating and/or remediating
contamination caused by hazardous materials at certain other sites. The
Company's non-Superfund liabilities for environmental matters are principally
related to compliance with ECRA/ISRA administrative consent orders and other
environmental regulatory requirements such as the Clean Air Act, the Clean Water
Act and other generally applicable requirements.
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. 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 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
$37.6 million and $35.6 million at December 31, 1996 and 1995, respectively.
Although these amounts do not include third-party recoveries, certain sites may
be subject to indemnification. Although the ultimate liability with respect to
these matters cannot be determined with certainty, in view of the Company's
financial condition and the environmental accruals established, and based on
information currently available, management does not believe that the ultimate
liability related to these environmental matters will have a material adverse
effect on the Company's financial statements. 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 compliance costs which could have a material adverse effect
on the Company's financial statements.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist primarily of cash in banks,
investments in marketable securities, accounts receivable and debt. In addition,
the Company has forward currency contracts that hedge certain firm commitments
and balance sheet exposures. See Notes 2 and 5 of Notes to Financial Statements
for additional information.
DIVIDENDS
The Company paid a quarterly cash dividend of $0.02 per share for each of
the quarterly periods of fiscal years 1996 and 1995. The Company anticipates
paying regular quarterly dividends of $0.02 per share, which will be funded by
cash generated from operations and will be subject to review by the Company's
Board of Directors from time to time in light of, among other things, the
Company's earnings, financial position and other relevant business
considerations. No dividend will be payable unless declared by the Company's
Board of Directors and funds are legally available for payment. At December 31,
1996, retained earnings were free from dividend restrictions.
FINANCIAL CONDITION
At December 31, 1996, current assets decreased $20.8 million from December
31, 1995, with reductions in cash and cash equivalents and other current assets
of $39.0 million and $14.4 million, respectively, offset by increases in
accounts receivable of $19.3 million and inventories of $13.3 million. The
decrease in cash and cash equivalents resulted primarily from capital
expenditures related to the consolidation and relocation of logistical
facilities in North America and repayments on the Company's bank credit
facility. The increase
14
in accounts receivable is due to increases in sales volume and the impact of the
integration of CMS into Fisher. The increase in inventories is due to increased
sales volume and stocking related to new logistics centers in North America. The
reduction in other current assets reflects decreases in deferred taxes primarily
due to restructuring and integration spending.
Long-term assets increased by $13.0 million, primarily due to increases in
goodwill resulting from recent acquisitions and the final allocation of the
purchase price of CMS and FSE. Long-term debt decreased by $164.8 million,
primarily due to the 1996 conversion and redemption of the Company's $125
million step-up convertible subordinated notes due 2003 and a reduction in the
amount outstanding under the Bank Credit Facility. Stockholders' equity
increased by $160.2 million primarily due to the conversion of the convertible
notes and net income.
CAUTIONARY FACTORS REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-K, in future filings by the Company with
the Securities and Exchange Commission (the "Commission"), in the Company's
press releases, and in oral statements made by or with the approval of an
authorized executive officer of the Company constitute "forward-looking
statements" as that term is defined under the Private Securities Litigation
Reform Act of 1995 (the "Act") and releases issued by the commission. These
statements concern the beliefs or current expectations of the Company or its
management with respect to the Company's operating and growth strategies,
financing, regulatory matters, industry trends, competition, risks associated
with foreign operations, reliance on suppliers, environmental matters and legal
proceedings and other factors affecting the Company's financial condition or
results of operations. Such forward-looking statements involve certain risks
that are beyond the Company's control, and could cause actual results to differ
materially from those contemplated in the forward-looking statements.
The future operating results, performance or achievements of the Company may
be affected by a number of factors, including without limitation, the following:
The Company operates in a market that is highly competitive. The Company's
competitors include other distributors as well as a large number of suppliers
and manufacturers that sell their own products directly to end users. Some of
these competitors are larger and may have greater resources than the Company.
The Company's ability to implement its business strategy will depend on
numerous factors, many of which are beyond the control of the Company. Much of
the Company's recent sales growth was the result of acquisitions, including the
acquisition of CMS and FSE. In addition, much of the expected improvement in the
Company's profitability is dependent upon completing the remaining phases of the
integration of CMS and FSE and the 1995 restructuring plan. The largest ongoing
activity is the consolidation of logistics facilities which is inherently
complex and is based on a scheduled timetable which could be delayed due to
business conditions or other factors. Delays such as this could result in a
temporary increase in costs which could slow realization of the improvement in
profitability.
Future growth and profitability will be largely dependent on growth in the
overall market for instruments, supplies and equipment, and environmental
testing, life-sciences, worker safety and emerging testing techniques and the
ability of the Company to make acquisitions. There can be no assurance that such
growth will occur or that suitable acquisition candidates will be available or
that any acquisition will be successful.
Some of the Company's operations involve and have involved the handling,
manufacture or use of many substances that are classified as toxic or hazardous
substances within the meaning of applicable environmental and other laws. Some
risk of environmental and other damage or hazard is inherent in particular
operations and products manufactured, sold or distributed by the Company. There
can be no assurance that damage, hazard or loss will not occur. To a large
extent such damage is uninsured. The Company continually monitors and reviews
its procedures and policies for compliance with existing law and the cost of
compliance with existing environmental laws is not expected to have a material
adverse effect on the Company's
15
earnings, liquidity or competitive position. However, future events, including
changes in existing laws and regulation changes in agency direction or
enforcement policies, or changes in the conduct of the Company's operations may
give rise to additional costs that are currently unintended and unforeseen and
could have a material adverse effect on the Company's financial condition.
The Company conducts international operations with a variety of wholly-owned
subsidiaries, majority-owned subsidiaries, joint ventures, equity interests and
agents located in North and South America, Europe, the Far East, the Middle East
and Africa. The Company is also exploring the possibility of expansion into
other international markets. Any international operations established by the
Company will be subject to risks similar to those affecting its North American
operations in addition to a number of other risks, including lack of complete
operating control, lack of local business experience, foreign currency
fluctuations, language and other cultural barriers and political and economic
instability.
The Company expects that its current cash and cash equivalents and funds
available under its credit facilities will be sufficient to fund its ongoing
operating and capital expenditure requirements. However, there can be no
assurance that the Company will not require additional sources of financing as a
result of unanticipated cash needs, acquisitions or other opportunities or
disappointing operating results or that such required funds will be available to
the Company on satisfactory terms.
Management is in the process of evaluating the potential effect on its
computer systems resulting from the so-called year 2000 problem. The problem
exists when dates are recorded using two digits (rather than four) and are then
used for arithmetic operations, comparisons or sorting. A two-digit date
recording may recognize a date using "00" as 1900 rather than 2000, which could
cause the Company's computer systems to perform inaccurate computations. Under
the Company's ongoing program to enhance systems capabilities, management is
implementing a plan to resolve the potential issues associated with the year
2000 problem. The costs of the modifications and enhancements, which are not
known at this time, will be expensed as incurred.
ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation". This statement allowed for, and the Company retained, the current
method of accounting for employee stock-based compensation arrangements in
accordance with Accounting Principles Board No. 25, "Accounting for Stock Issued
to Employees". The new standard did not have a material effect on the Company's
financial statements.
Effective January 1, 1996, the Company adopted SFAS No. 121 "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". The new standard did not have a material effect on the Company's financial
statements.
In October 1996, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
("SOP") 96-1, "Environmental Remediation Liabilities", which addresses
accounting and reporting for environmental remediation liabilities. SOP 96-1 is
required to be adopted in 1997. The implementation of SOP 96-1 is not expected
to have a material effect on the Company's financial statements.
16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FISHER SCIENTIFIC INTERNATIONAL INC.
INDEX TO FINANCIAL STATEMENTS
PAGES
-----
Independent Auditors' Report............................................................................... 18
Income Statements for the years ended December 31, 1996, 1995 and 1994..................................... 19
Balance Sheets at December 31, 1996 and 1995............................................................... 20
Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994.............................. 21
Statements of Changes in Stockholders' Equity for the years ended
December 31, 1996, 1995 and 1994.......................................................................... 22
Notes to Financial Statements.............................................................................. 23
17
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Fisher Scientific International Inc.:
We have audited the accompanying balance sheets of Fisher Scientific
International Inc. and subsidiaries as of December 31, 1996 and 1995, and the
related statements of income, cash flows, and changes in stockholders' equity
for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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, such financial statements present fairly, in all material
respects, the financial position of Fisher Scientific International Inc. and
subsidiaries at December 31, 1996 and 1995, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1996 in conformity with generally accepted accounting principles.
/s/ DELOITTE & TOUCHE LLP
- ----------------------------
DELOITTE & TOUCHE LLP
New York, New York
February 6, 1997
18
FISHER SCIENTIFIC INTERNATIONAL INC.
INCOME STATEMENTS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31,
--------------------------------
1996 1995 1994
--------- --------- ---------
Sales.................................................................... $2,144.4 $1,435.8 $1,126.7
Cost of sales............................................................ 1,565.9 1,048.9 807.8
Selling, general and administrative expense.............................. 483.9 334.4 255.0
Restructuring charge..................................................... -- 34.3 --
--------- --------- ---------
Income from operations................................................... 94.6 18.2 63.9
Interest expense......................................................... 27.1 15.0 9.0
Other income, net........................................................ (0.1) (1.1) (7.8)
--------- --------- ---------
Income before income taxes............................................... 67.6 4.3 62.7
Income tax provision..................................................... 30.8 1.1 27.0
--------- --------- ---------
Net income............................................................... $ 36.8 $ 3.2 $ 35.7
--------- --------- ---------
--------- --------- ---------
Earnings per common share:
Primary................................................................ $ 1.96 $ 0.19 $ 2.18
--------- --------- ---------
--------- --------- ---------
Fully diluted.......................................................... 1.87 0.19 2.00
--------- --------- ---------
--------- --------- ---------
See the accompanying notes to financial statements.
19
FISHER SCIENTIFIC INTERNATIONAL INC.
BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
ASSETS
DECEMBER 31,
--------------------
1996 1995
--------- ---------
Current assets:
Cash and cash equivalents............................................................. $ 24.7 $ 63.7
Receivables, net...................................................................... 316.6 297.3
Inventories........................................................................... 256.0 242.7
Other current assets.................................................................. 55.5 69.9
--------- ---------
Total current assets............................................................ 652.8 673.6
Property, plant and equipment, net...................................................... 209.5 207.6
Goodwill................................................................................ 292.7 270.4
Other assets............................................................................ 107.7 118.9
--------- ---------
Total assets.................................................................... $ 1,262.7 $ 1,270.5
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt....................................................................... $ 14.6 $ 11.7
Accounts payable...................................................................... 234.5 231.2
Accrued and other current liabilities................................................. 143.9 146.7
--------- ---------
Total current liabilities....................................................... 393.0 389.6
Long-term debt.......................................................................... 281.5 446.3
Other liabilities....................................................................... 202.0 208.6
--------- ---------
Total liabilities............................................................... 876.5 1,044.5
--------- ---------
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred stock ($.01 par value; 15,000,000 shares authorized, none outstanding)...... -- --
Common stock ($.01 par value; 50,000,000 shares authorized; 20,131,498 and 16,257,349
shares issued and outstanding at December 31, 1996 and 1995, respectively)........... 0.2 0.2
Capital in excess of par value........................................................ 270.7 135.5
Retained earnings..................................................................... 128.4 93.1
Other................................................................................. (13.1) (2.8)
--------- ---------
Total stockholders' equity...................................................... 386.2 226.0
--------- ---------
Total liabilities and stockholders' equity...................................... $ 1,262.7 $ 1,270.5
--------- ---------
--------- ---------
See the accompanying notes to financial statements.
20
FISHER SCIENTIFIC INTERNATIONAL INC.
STATEMENTS OF CASH FLOWS
(IN MILLIONS)
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
Cash flows from operating activities:
Net income.......................................................................... $ 36.8 $ 3.2 $ 35.7
Adjustments to reconcile net income to cash provided by operating activities:
Restructuring charge, net of cash expended........................................ -- 32.5 --
Depreciation and amortization..................................................... 44.6 28.9 19.4
Gain on sale of property, plant and equipment..................................... (3.0) -- --
Deferred income taxes............................................................. 12.3 (13.1) 7.1
Changes in working capital:
Receivables, net.................................................................. (22.3) (0.1) (21.3)
Inventories....................................................................... (13.7) (20.6) (4.8)
Other current assets.............................................................. 9.4 (4.7) (4.7)
Accounts payable.................................................................. 12.3 53.5 6.4
Accrued and other current liabilities............................................. (22.1) (12.6) (21.3)
Other assets and liabilities........................................................ (5.3) (12.1) (16.3)
--------- --------- ---------
Cash provided by operating activities........................................... 49.0 54.9 0.2
--------- --------- ---------
Cash flows from investing activities:
Acquisitions, net of cash acquired.................................................. (10.4) (326.6) (55.6)
Capital expenditures................................................................ (40.7) (24.6) (17.7)
Proceeds from sale of property, plant and equipment................................. 6.9 -- --
Marketable securities proceeds and maturities....................................... 3.0 21.3 73.8
Marketable securities purchases..................................................... -- -- (30.1)
Other............................................................................... (0.8) (2.9) (0.2)
--------- --------- ---------
Cash used in investing activities............................................... (42.0) (332.8) (29.8)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from stock options exercised............................................... 7.9 3.3 0.2
Dividends paid...................................................................... (1.5) (1.3) (1.3)
Long-term debt proceeds............................................................. 29.8 457.2 1.7
Long-term debt payments............................................................. (82.2) (154.5) (0.7)
--------- --------- ---------
Cash provided (used) by financing activities.................................... (46.0) 304.7 (0.1)
--------- --------- ---------
Net change in cash and cash equivalents............................................... (39.0) 26.8 (29.7)
Cash and cash equivalents - beginning of year......................................... 63.7 36.9 66.6
--------- --------- ---------
Cash and cash equivalents - end of year............................................... $ 24.7 $ 63.7 $ 36.9
--------- --------- ---------
--------- --------- ---------
Supplemental Cash Flow Information:
Cash paid during the year for:
Income taxes...................................................................... $ 10.7 $ 12.7 $ 15.5
Interest.......................................................................... 27.7 10.9 7.5
--------- --------- ---------
--------- --------- ---------
See the accompanying notes to financial statements.
21
FISHER SCIENTIFIC INTERNATIONAL INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
CAPITAL IN EXCESS
COMMON STOCK OF PAR VALUE RETAINED EARNINGS OTHER TOTAL
----------------- ----------------- ----------------- --------- ---------
Balance, December 31, 1993............... $ 0.2 $ 130.5 $ 56.8 $ (6.3) $ 181.2
Net income............................. -- -- 35.7 -- 35.7
Proceeds from stock options............ -- 0.2 -- -- 0.2
Dividends ($0.08 per share)............ -- -- (1.3) -- (1.3)
Other.................................. -- -- -- 2.8 2.8
--- ------ ------ --------- ---------
Balance, December 31, 1994............... 0.2 130.7 91.2 (3.5) 218.6
Net income............................. -- -- 3.2 -- 3.2
Proceeds from stock options............ -- 3.3 -- -- 3.3
Tax benefit from exercise of stock
options.............................. -- 1.5 -- -- 1.5
Dividends ($0.08 per share)............ -- -- (1.3) -- (1.3)
Other.................................. -- -- -- 0.7 0.7
--- ------ ------ --------- ---------
Balance, December 31, 1995............... 0.2 135.5 93.1 (2.8) 226.0
Net income............................. -- -- 36.8 -- 36.8
Proceeds from stock options............ -- 7.9 -- -- 7.9
Tax benefit from exercise of stock
options.............................. -- 1.9 -- -- 1.9
Dividends ($0.08 per share)............ -- -- (1.5) -- (1.5)
Conversion of Convertible Subordinated
Notes................................ -- 125.4 -- -- 125.4
Other.................................. -- -- -- (10.3) (10.3)
--- ------ ------ --------- ---------
Balance, December 31, 1996............... $ 0.2 $ 270.7 $ 128.4 $ (13.1) $ 386.2
--- ------ ------ --------- ---------
--- ------ ------ --------- ---------
See the accompanying notes to financial statements.
22
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- FORMATION AND BASIS OF PRESENTATION
Fisher Scientific International Inc. ("Fisher" or the "Company") was formed
in September 1991. The Company's operations are conducted by wholly-owned and
majority-owned subsidiaries, joint ventures, equity interests and agents,
located in North and South America, Europe, the Far East, the Middle East and
Africa. The Company's activities relate principally to one business segment --
scientific and clinical products. This includes operations engaged in the
supply, marketing, service and manufacture of scientific, clinical, educational,
occupational health and safety products. Other activities include strategic
procurement services.
Fisher provides more than 245,000 products and services to research, health
care, industrial, educational and governmental markets in 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, health care alliances, physicians' offices,
environmental testing centers, remediation companies, quality-control
laboratories and many other customers. Fisher also represents customers as a
third-party purchaser and integrator of suppliers of hundreds of thousands of
scientific products, maintenance, repair and operating (MRO) materials and other
supplies. The Company's largest supplier represents approximately 16% of 1996
sales.
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.
Certain prior year amounts have been reclassified to conform to their
current presentation.
NOTE 2 -- 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.
FOREIGN CURRENCY TRANSLATION -- Assets and liabilities of the Company's
foreign subsidiaries 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 other in stockholders' equity.
Gains and losses resulting from foreign currency transactions are reported on
the income statement line item "other income, 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 losses and gains on
the assets and liabilities being hedged. The Company also hedges certain firm
commitments. Gains and losses on these positions are deferred and included in
the basis of the transaction when it is completed. At December 31, 1996 the
outstanding forward currency contracts all mature within one month of year-end.
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.
INCOME TAXES -- Deferred income taxes are determined based on the difference
between the financial statement and tax bases of assets and liabilities, using
expected rates in effect in the years in which the differences are expected to
reverse.
23
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS -- 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. Similar
investments with original maturities beyond three months are considered
short-term marketable securities.
INVENTORIES are valued at the lower of cost or market, cost being determined
principally by the last-in, first-out ("LIFO") method for inventories of Fisher
Scientific Company, and by the first-in, first-out ("FIFO") method for all other
subsidiaries.
OTHER CURRENT ASSETS primarily consist of deferred income taxes of $41.6
million and $50.1 million at December 31, 1996 and 1995, respectively.
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, machinery and equipment 3 to 12 years, and office
furniture and equipment 3 to 10 years. For financial statement purposes,
depreciation is computed principally using the straight-line method. For tax
purposes, depreciation is generally computed by accelerated methods based on
allowable useful lives.
GOODWILL is being amortized for financial statement purposes on a
straight-line basis over 20 to 40 years. The amounts presented are net of
accumulated amortization of $44.0 million and $34.1 million at December 31, 1996
and 1995, respectively. The carrying value of goodwill at the balance sheet date
is evaluated on the basis of whether anticipated undiscounted operating cash
flows generated by the acquired businesses will recover the recorded asset
balances over their estimated useful lives.
INTANGIBLE ASSETS 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 $8.6 million and $5.7 million at
December 31, 1996 and 1995, respectively.
DEFERRED DEBT ISSUE COSTS of $4.0 million and $6.6 million at December 31,
1996 and 1995, respectively, relate to the Company's 7 1/8% Notes and Bank
Credit Facility Debt and, in 1995, to the Convertible Subordinated Notes, are
included in Other Assets and are amortized using the effective interest rate
method over the term of the related debt.
ENVIRONMENTAL accruals 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. These
amounts do not include third-party recoveries. See Note 14 for additional
information.
OTHER INCOME, NET represents interest income on cash and cash equivalents
and other non-operating income and expense items, including income resulting
from the Company's inactive insurance subsidiary.
ACCOUNTING PRONOUNCEMENTS -- Effective January 1, 1996, the Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of".
The new standard did not have a material effect on the Company's financial
statements.
Effective January 1, 1996, the Company adopted SFAS No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"). This statement allowed for, and the
Company retained, the previous method of accounting for employee stock-based
compensation arrangements in accordance with Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees", while providing the
additional disclosures required by SFAS 123. The new standard did not have a
material effect on the Company's financial statements.
In October 1996, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
("SOP") 96-1, "Environmental Remediation
24
Liabilities", which addresses accounting and reporting for environmental
remediation liabilities. SOP 96-1 is required to be adopted in 1997. The
implementation of SOP 96-1 is not expected to have a material effect on the
Company's financial statements.
EARNINGS PER COMMON SHARE -- The calculation of primary and fully diluted
earnings per common share assumes the exercise of all outstanding stock options,
using the treasury stock method. The calculation of fully diluted earnings per
common share assumes the foregoing and, in addition, the conversion of the
Company's convertible subordinated notes and related earnings adjustments (prior
to the actual June 1996 conversion) except in 1995, when the assumed conversion
of these potentially dilutive securities was antidilutive. The primary weighted
average number of common and equivalent shares outstanding (in millions) was
18.8, 16.4 and 16.4 for the years ended December 31, 1996, 1995 and 1994,
respectively. The fully diluted weighted average number of shares outstanding
(in millions) was 20.8, 16.4 and 19.9 for the years ended December 1996, 1995,
and 1994, respectively.
NOTE 3 -- ACQUISITIONS
During 1996, the Company made several small acquisitions, including the
acquisition of a transaction-processing software company in the United States,
UniKix Technologies, and a majority interest in a laboratory products
distributor in Mexico. The Company also completed the acquisition of the
remaining minority interests in its laboratory product distributor subsidiaries
in Germany. These acquisitions were accounted for as purchases and are not
material to the Company's financial statements.
In October 1995, Fisher purchased the principal businesses of the laboratory
supplies division of Fisons plc. ("Fisons"), a company organized under the laws
of England. The total consideration, after final purchase price adjustments, was
$304 million, including $295 million in cash and the assumption of $9 million of
certain external debt relating to the acquired businesses. The purchase included
the acquisitions of all of the issued and outstanding shares of Curtin Matheson
Scientific Inc. ("CMS"), a corporation with headquarters in Houston, Texas, and
the goodwill and substantially all of the net assets of Fisons Scientific
Equipment ("FSE"), a division of Fisons, with headquarters in Loughborough in
the United Kingdom.
The following unaudited pro forma financial information presents the
consolidated results of operations as if the acquisitions of CMS and FSE had
occurred at the beginning of the period presented (in millions, except per share
amounts).
YEAR ENDED
DECEMBER 31,
1995
------------
Sales........................................................................... $ 2,046.9
Net income...................................................................... 1.1
Earnings per common share:
Primary....................................................................... $ 0.07
Fully diluted................................................................. 0.07
The pro forma financial information includes the results of CMS and FSE
combined with the Company's historical results (including the restructuring
charge described in Note 18), the effects of the purchase accounting allocations
and adjustments to interest expense to reflect borrowings to finance the
acquisitions described in Note 12. 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 CMS and FSE occurred on the assumed date, nor does
it project the Company's results of operations for any future period.
The Company's balance sheet at December 31, 1996 includes the estimated fair
value of assets and liabilities acquired in connection with the acquisitions of
CMS and FSE and other smaller companies. The initial and subsequent final
allocation of the purchase price of CMS and FSE included liabilities for
estimated costs to terminate acquired leases in order to consolidate logistics
facilities and to sever and
25
relocate employees related to acquired logistics, customer service information
services and administrative functions, which amounted to approximately 8% of the
total consideration, after final purchase price adjustments. During 1996 and
1995, approximately $5 million and $1 million, respectively, of severance and $2
million in 1996 of other exit costs were paid and charged against these
liabilities. These actions are expected to be substantially completed by the end
of 1998. Initial estimates were revised in 1996 as final appraisals, valuations
and other studies relating to the acquired assets and liabilities were
completed. The excess of the purchase price over the fair value of all net
assets acquired in 1996 and 1995 was approximately $32 million (including
approximately $18 million related to finalizing the purchase price allocation
for the 1995 CMS and FSE acquisition discussed above) and $127 million,
respectively, and will be amortized over 20 to 40 years.
During 1995, Fisher also acquired laboratory products distributors in France
and the United Kingdom and completed the acquisition of the remaining minority
interests in its laboratory products distributor subsidiaries in Singapore and
Malaysia. These acquisitions are not material to the Company's financial
statements. All acquisitions have been 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.
NOTE 4 -- STOCKHOLDERS' EQUITY
CAPITAL STOCK
Fisher's authorized capital stock consists of 50,000,000 shares of Common
Stock, par value $.01 per share, of which 20,131,498, 16,257,349, and 16,039,100
shares were outstanding at December 31, 1996, 1995, and 1994, respectively, and
15,000,000 shares of preferred stock, par value $.01 per share (the "Fisher
Preferred Stock"), none of which were outstanding at the above dates.
The Fisher Preferred Stock and the Common Stock 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.
CONVERTIBLE SUBORDINATED NOTES
On June 25, 1996, approximately 97%, or $121.6 million, of the convertible
subordinated notes were converted into 3,463,154 shares of the Company's Common
Stock. The conversion resulted in an increase in stockholders' equity and a
reduction in long-term debt and related accrued interest of approximately $125
million. See Note 12.
NOTE 5 -- FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist primarily of cash in banks,
investments in marketable securities, receivables and debt. In addition, the
Company has forward currency contracts that hedge certain firm commitments and
balance sheet exposures.
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 market values of marketable securities based
on quoted market prices were $9.0 million and $9.0 million, respectively, for
marketable securities held-to-maturity and $2.4 million and $3.8 million,
respectively, for marketable securities available-for-sale. The marketable
securities held-to-maturity portfolio consists of U.S. government securities and
have the following maturities: $6.0 million due within one year, and $3 million
due after 5 years. The carrying and fair market values of long-term debt were
$281.5 million and $280.9 million, respectively, at December 31, 1996 and $446.3
million and $456.2 million, respectively, at December 31, 1995. The fair value
26
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 market. The Company has the following off-balance
sheet financial instruments:
NOTIONAL UNREALIZED
AMOUNT GAIN/(LOSS)
----------- -----------
Off-Balance Sheet Financial Instruments (in millions):
Forward currency contracts
$US/$Canadian.......................................................................... $ 1.8 $ --
$US/United Kingdom Pounds.............................................................. 11.2 --
Standby letters of credit................................................................ 26.0 --
None of the Company's financial instruments represent 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 major 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 in any contract.
NOTE 6 -- INCOME TAXES
The domestic and foreign components of income before income taxes are as
follows (in millions):
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
Domestic............................................................. $ 69.2 $ 18.4 $ 55.3
Foreign.............................................................. (1.6) (14.1) 7.4
--------- --------- ---------
Income before income taxes........................................... $ 67.6 $ 4.3 $ 62.7
--------- --------- ---------
--------- --------- ---------
The components of the income tax provision (benefit) are as follows (in
millions):
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
Current income tax expense:
Federal............................................................ $ 11.6 $ 8.2 $ 13.8
State.............................................................. 5.8 4.2 5.0
Foreign............................................................ 1.1 1.8 1.1
--------- --------- ---------
Total current.................................................... 18.5 14.2 19.9
--------- --------- ---------
Deferred income tax expense (benefit):
Federal............................................................ 11.8 (4.4) 6.4
State.............................................................. 1.1 (2.4) 1.1
Foreign............................................................ (0.6) (6.3) (0.4)
--------- --------- ---------
Total deferred................................................... 12.3 (13.1) 7.1
--------- --------- ---------
Total income tax provision........................................... $ 30.8 $ 1.1 $ 27.0
--------- --------- ---------
--------- --------- ---------
27
The principal items accounting for the differences in taxes on income
computed at the applicable U.S. statutory rate and as recorded are as follows
(in millions):
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
Taxes computed at statutory rate................................... $ 23.7 $ 1.5 $ 21.9
Items not deductible for tax purposes.............................. 0.8 0.2 1.1
Foreign taxes over U.S. rate....................................... 1.8 1.0 --
State income taxes (net of federal benefit)........................ 4.5 1.2 4.0
Utilization of loss carryforwards.................................. -- (2.8) --
--------- --- ---------
Income tax provision............................................... $ 30.8 $ 1.1 $ 27.0
--------- --- ---------
--------- --- ---------
The 1995 income tax provision includes a $2.8 million tax benefit for the
utilization of certain domestic net operating loss carryforwards that were
previously not considered realizable.
The tax effects of temporary items that gave rise to significant portions of
the deferred tax accounts are as follows (in millions):
DECEMBER 31,
--------------------
1996 1995
--------- ---------
Deferred tax assets:
Postretirement benefit costs other than pensions...................... $ 34.2 $ 33.7
Environmental accruals................................................ 14.1 13.9
Operating loss and tax credit carry forwards.......................... 20.4 13.3
Accrued employee benefits............................................. 12.2 12.0
Restructuring accruals................................................ 6.4 7.6
Other items not deductible until paid................................. 43.8 52.8
--------- ---------
Gross deferred tax assets............................................. 131.1 133.3
Less valuation allowance.............................................. (11.8) (5.6)
--------- ---------
$ 119.3 $ 127.7
--------- ---------
--------- ---------
Deferred tax liabilities:
Goodwill.............................................................. $ 21.1 $ 20.4
Property, plant and equipment......................................... 7.1 6.5
Other................................................................. 8.3 10.8
--------- ---------
$ 36.5 $ 37.7
--------- ---------
--------- ---------
The deferred tax asset includes 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 circumstances. At December 31, 1996, the Company had
accumulated foreign net operating loss carryforwards for tax purposes and
pre-acquisition net operating losses from acquired companies of approximately
$44.6 million. A substantial portion of these losses have an indefinite
carryforward period; the remaining losses have expiration dates beginning in
1997. Of the valuation allowance, $3.1 million relates to deferred tax assets on
net operating loss carryforwards of acquired companies (subsequent recognition
of tax benefits, if any, would result in a reduction of goodwill).
28
At December 31, 1996, the Company had not recognized a deferred tax
liability on approximately $17 million of undistributed earnings of foreign
subsidiaries as these earnings are considered to be permanently reinvested.
These earnings could become subject to additional tax if they were remitted as
dividends or if the Company should sell its stock in the subsidiaries. The
amount of additional tax on these earnings has not been determined.
See Note 17 for a description of the Tax Sharing Agreement entered into by
the Company.
NOTE 7 -- RECEIVABLES
The following is a summary of receivables at December 31 (in millions):
1996 1995
--------- ---------
Trade and other receivables................................................ $ 338.5 $ 311.7
Allowance for doubtful accounts............................................ (21.9) (14.4)
--------- ---------
$ 316.6 $ 297.3
--------- ---------
--------- ---------
Provisions for doubtful accounts were $4.4 million, $3.0 million and $1.7
million and write-offs were $1.6 million, $1.7 million and $1.1 million for the
years ending December 31, 1996, 1995 and 1994, respectively. Allowances of
companies acquired at their acquisition date were $4.7 million and $6.6 million
in 1996 and 1995, respectively.
NOTE 8 -- INVENTORIES
The following is a summary of inventories by major category at December 31
(in millions):
1996 1995
--------- ---------
Raw materials.............................................................. $ 11.2 $ 13.3
Work in process............................................................ 3.0 3.9
Finished products.......................................................... 241.8 225.5
--------- ---------
$ 256.0 $ 242.7
--------- ---------
--------- ---------
Inventories valued using the LIFO method amounted to $195.2 million at
December 31, 1996 and $87.3 million at December 31, 1995, which were below
estimated replacement cost by approximately $26.9 million and $24.0 million for
the years ended December 31, 1996 and 1995, respectively. The increase in
inventories valued at LIFO primarily relates to the January 1, 1996 change in
method of accounting for substantially all inventories of the Company's newly
acquired subsidiary, CMS, (approximately $84 million at December 31, 1995) from
the FIFO method to LIFO. The change did not have a significant effect on the
results of operations.
29
NOTE 9 -- PROPERTY, PLANT AND EQUIPMENT
The following is a summary of property, plant and equipment by major class
of asset at December 31 (in millions):
1996 1995
--------- ---------
Land, buildings and improvements........................................... $ 145.7 $ 143.4
Machinery, equipment and other............................................. 181.8 178.4
--------- ---------
327.5 321.8
Accumulated depreciation................................................... (118.0) (114.2)
--------- ---------
$ 209.5 $ 207.6
--------- ---------
--------- ---------
NOTE 10 -- OTHER ASSETS
The following is a summary of other assets at December 31 (in millions):
1996 1995
--------- ---------
Marketable securities...................................................... $ 11.4 $ 14.5
Deferred income taxes...................................................... 41.7 40.7
Intangible assets.......................................................... 24.0 25.4
Other...................................................................... 30.6 38.3
--------- ---------
$ 107.7 $ 118.9
--------- ---------
--------- ---------
NOTE 11 -- ACCRUED AND OTHER CURRENT LIABILITIES
The following is a summary of accrued and other current liabilities at
December 31 (in millions):
1996 1995
--------- ---------
Wages and benefits......................................................... $ 36.2 $ 41.3
Other...................................................................... 107.7 105.4
--------- ---------
$ 143.9 $ 146.7
--------- ---------
--------- ---------
NOTE 12 -- DEBT
The following is a summary of debt and other obligations at December 31 (in
millions):
1996 1995
--------- ---------
Bank Credit Facility....................................................... $ 116.8 $ 161.5
7 1/8% Notes (net of a discount of $1.1 million and $1.2 million in 1996
and 1995, respectively) 148.9 148.8
Convertible subordinated notes............................................. -- 125.0
Other...................................................................... 30.4 22.7
Less current portion of long-term debt..................................... (14.6) (11.7)
--------- ---------
Long-term debt............................................................. $ 281.5 $ 446.3
--------- ---------
--------- ---------
Future maturities of debt, over the next five years and thereafter are as
follows at December 31, 1996: $14.6 million in 1997, $15.3 million in 1998,
$11.9 million in 1999, $11.6 million in 2000, $11.6 million in 2001 and $231.1
million in years subsequent to 2001. In addition, $22.4 million and $24.0
million of the Company's assets were pledged as collateral on a portion of its
debt at December 31, 1996 and 1995, respectively.
30
As discussed above, in October 1995, Fisher purchased the principal
businesses of the laboratory supplies division of Fisons in a transaction
financed through $312.0 million of borrowings under credit facilities ("Credit
Facilities") from the Toronto-Dominion Bank (the "Bank") and a syndicate of
banks. The Credit Facilities replaced the Company's then existing credit
facility. Approximately $150.0 million of these borrowings was repaid with the
proceeds of the December 13, 1995 7 1/8% Note Offering described below. In
connection with this repayment, the Company recognized a $2.0 million loss on
the early extinguishment of debt, which was recorded in other income, net, in
1995. At December 31, 1996, the Company had $116.8 million outstanding under the
Credit Facilities, $69.5 million of which is denominated in U.S. dollars and the
remainder in British Pounds. These borrowings carry an effective interest rate
of approximately 7.3%. The amount denominated in U.S. dollars is due on October
17, 2001 and the remainder has scheduled payments over a six year period. There
is no penalty for early repayment of principal. Of the Credit Facilities, $168.2
million is available as a revolving line of credit and for letters of credit.
The Company is required to pay a commitment fee based on certain of the
Company's coverage ratios. At December 31, 1996, the rate is 0.2% per annum on
the unused portion of the Credit Facilities. All borrowings under the Credit
Facilities bear interest, at the Company's option, at either the Bank's Base
Rate or at LIBOR plus a margin, based on certain of the Company's coverage
ratios. At December 31, 1996, the rate was approximately 5.9%. The Credit
Facilities contain certain affirmative and negative covenants including: (i)
restrictions on acquisitions, mergers, consolidations and sales of certain
assets by the Company, (ii) restrictions on the Company's ability to enter into
transactions with affiliates, (iii) restrictions on the Company's ability to
incur additional indebtedness and to make certain loans, advances and
investments; and (iv) requirements to maintain certain levels of net worth,
interest coverage and debt to earnings before interest, taxes, depreciation and
amortization. The Credit Facilities also have restrictions on dividends above
current levels if certain financial ratios (as defined) are not achieved. At
December 31, 1996, retained earnings were free from dividend restrictions.
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 13, 1995 at a
price to the public equal to 99.184% of principal bringing the effective
interest rate to 7.5%. The net proceeds to the Company from the offering of the
7 1/8% Notes, after underwriting discounts and commissions and estimated
expenses, were approximately $146.5 million. The estimated fair market value of
the 7 1/8% Notes at December 31, 1996, based on quotes from bond traders making
a market in the Notes, was approximately $148.3 million.
On June 12, 1996, the Company issued a notice of redemption for its $125
million step-up convertible subordinated notes due 2003 at a price of 103.65% of
principal, plus accrued interest. The notes could also be converted into common
stock at a conversion price of $35 1/8 per share prior to the redemption date.
On June 26, 1996, approximately 97%, or $121.6 million, of the notes were
converted into 3,463,154 shares of the Company's Common Stock. On July 2, 1996,
the Company redeemed the remaining notes for $3.5 million plus accrued interest.
NOTE 13 -- OTHER LIABILITIES
The following is a summary of other liabilities at December 31 (in
millions):
1996 1995
--------- ---------
Postretirement benefit costs other than pensions........................... $ 77.1 $ 81.4
Insurance.................................................................. 12.5 18.6
Environmental.............................................................. 34.7 33.0
Other...................................................................... 77.7 75.6
--------- ---------
$ 202.0 $ 208.6
--------- ---------
--------- ---------
31
NOTE 14 -- COMMITMENTS AND CONTINGENCIES
The following is a summary of annual future minimum lease and rental
commitments under operating leases as of December 31, 1996 (in millions):
1997................................................................. $ 13.6
1998................................................................. 11.4
1999................................................................. 9.6
2000................................................................. 7.2
2001................................................................. 6.7
Thereafter........................................................... 38.5
---------
Net minimum lease payments........................................... $ 87.0
---------
---------
Total rental expense included in the accompanying income statements amounted to
$14.5 million in 1996, $10.5 million in 1995 and $9.5 million in 1994.
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', 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 statements.
The Company is currently involved in various stages of investigation and
remediation relative 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. 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 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 and other liabilities for environmental matters were $37.6
million and $35.6 million at December 31, 1996 and 1995, respectively. Although
these amounts do not include third-party recoveries, certain sites may be
subject to indemnification. Although the ultimate liability with respect to
these matters cannot be determined with certainty, in view of the Company's
financial condition and the environmental accruals established, and based on
information currently available, management does not believe that the ultimate
liability related to these environmental matters will have a material adverse
effect on the Company's financial statements.
Management is in the process of evaluating the potential effect on its
computer systems resulting from the so-called year 2000 problem. Under the
Company's ongoing program to enhance systems capabilities, management is
implementing a plan to resolve the potential issues associated with the year
2000 problem. The costs of the modifications and enhancements, which are not
known, will be expensed as incurred.
At December 31, 1996, the Company had letters of credit outstanding totaling
$26.0 million, which primarily represent guarantees with respect to various
insurance activities as well as performance letters of credit issued in the
normal course of business. Approximately $9.2 million of the insurance related
letters of credit relate to the Company's inactive insurance subsidiary and are
collateralized by the marketable securities of such subsidiary.
32
NOTE 15 -- RETIREMENT BENEFITS
DEFINED BENEFIT PENSION PLANS
The Company has defined benefit pension plans available to substantially all
employees that generally provide for mandatory employee contributions as a
condition of participation. A participating employee's annual postretirement
pension benefit is determined by the employee's credited service and average
annual earnings during the employee's service with the Company, or predecessors
of the Company. The Company's funding policy is to contribute annually the
statutorily required minimum amount as actuarially determined.
The net periodic pension cost (income) of these plans included the following
components for the years ended December 31 (in millions):
1996 1995 1994
--------- --------- ---------
Service cost.......................................................... $ 6.2 $ 2.8 $ 3.3
Interest cost on projected benefit obligation......................... 11.5 9.6 9.4
Actual (return) loss on assets........................................ (16.8) (29.3) 0.9
Net amortization and deferral......................................... 1.8 16.3 (12.5)
--------- --------- ---------
Net periodic pension cost (income).................................... $ 2.7 $ (0.6) $ 1.1
--------- --------- ---------
--------- --------- ---------
During 1996, certain of the Company's defined benefit plans with deficits
(plan assets less than the projected benefit obligation) totaling $6.4 million
as of December 31, 1995 were merged into a plan with a surplus (plan assets in
excess of the projected benefit obligation) of $23.9 million as of December 31,
1995. The funded status at December 31, 1996 and 1995 for all defined benefit
plans was as follows (in millions):
1996 PLANS WITH 1995 PLANS WITH
---------------------- ----------------------
SURPLUS DEFICIT SURPLUS DEFICIT
--------- ----------- ----------- ---------
Actuarial present value of vested benefit obligation.... $ (127.6) $ (3.9) $ (88.7) $ (35.7)
--------- ----- ----------- ---------
--------- ----- ----------- ---------
Accumulated benefit obligation.......................... (137.7) (4.4) (96.8) (41.1)
--------- ----- ----------- ---------
--------- ----- ----------- ---------
Projected benefit obligation............................ (157.1) (7.8) (106.1) (69.1)
Plan assets at fair value............................... 179.6 1.1 131.2 56.6
--------- ----- ----------- ---------
Plan assets in excess of (less than) projected benefit
obligation............................................. $ 22.5 $ (6.7) $ 25.1 $ (12.5)
--------- ----- ----------- ---------
--------- ----- ----------- ---------
Certain changes in the items shown above are not recognized as they occur,
but are amortized systematically over subsequent periods. Unrecognized amounts
still to be amortized and the amounts included in the balance sheet of the
Company at December 31, 1996 and 1995 appear below (in millions):
1996 PLANS WITH 1995 PLANS WITH
------------------------ ----------------------
SURPLUS DEFICIT SURPLUS DEFICIT
----------- ----------- ----------- ---------
Plan assets in excess of (less than) projected benefit
obligation.............................................. $ 22.5 $ (6.7) $ 25.1 $ (12.5)
Unrecognized transition asset............................ (4.9) (0.2) (6.0) (0.2)
Unrecognized prior service cost.......................... 0.4 0.6 0.4 0.6
Unrecognized net (gain) loss............................. (13.2) 2.9 (10.5) 2.4
----- ----- ----- ---------
Prepaid (accrued) pension cost........................... $ 4.8 $ (3.4) $ 9.0 $ (9.7)
----- ----- ----- ---------
----- ----- ----- ---------
33
The development of the net periodic pension cost and the projected benefit
obligation was based upon the following assumptions:
1996 1995 1994
----- ----- -----
Discount rate............................................................ 7.5% 7.5% 9.0%
Average rate of increase in employee compensation........................ 4.5% 4.5% 4.5%
Expected long-term rate of return on assets.............................. 9.0% 9.0% 9.0%
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.
DEFINED CONTRIBUTION PLAN
The Company maintains a defined contribution savings and profit sharing plan
(the "Plan"). The Plan allows eligible employees to participate after six months
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 contributed basic eligible
compensation, as defined, and may, at the discretion of the Company's Board of
Directors, contribute additional amounts. For the years ended December 31, 1996,
1995 and 1994 the Company's contributions to the Plan were $5.0 million, $3.0
million and $2.0 million, respectively.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
The Company, generally at its own discretion, provides to employees who
elect to and are eligible to participate in a postretirement health care program
that is administered by the Company. Fisher funds a portion of the costs of this
program on a self-insured and insured-premium basis and, for the years ended
December 31, 1996, 1995 and 1994, made premium payments totaling $1.4 million,
$1.1 million and $0.8 million, respectively. The funded status of the Company's
postretirement programs was as follows:
1996 1995
--------- ---------
Accumulated postretirement benefit obligation (in millions):
Retirees................................................................... $ 14.5 $ 12.7
Fully eligible active plan participants.................................... 7.7 13.1
Other active plan participants............................................. 9.6 12.5
--------- ---------
31.8 38.3
Plan assets at fair value.................................................... 0.2 0.2
--------- ---------
Accumulated postretirement benefit obligation in excess of plan assets....... 31.6 38.1
Prior service benefit........................................................ 18.1 20.1
Unrecognized net gain from past experience different from that assumed and
from assumption changes..................................................... 28.4 26.1
--------- ---------
Accrued postretirement benefit costs other than pensions..................... $ 78.1 $ 84.3
--------- ---------
--------- ---------
34
Net periodic postretirement benefit costs (income) other than pensions
include the following components for the years ended December 31 (in millions):
1996 1995 1994
--------- --------- ---------
Service cost/benefit attributed to service during the period.......... $ 0.7 $ 0.9 $ 0.7
Interest cost on accumulated postretirement benefit obligation........ 2.2 1.9 1.8
Net amortization and deferral......................................... (4.1) (4.0) (3.7)
--------- --------- ---------
Net periodic postretirement benefit costs (income) other than
pensions............................................................. $ (1.2) $ (1.2) $ (1.2)
--------- --------- ---------
--------- --------- ---------
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, providing
a $2 million credit to postretirement costs in 1996, 1995 and 1994.
The weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7.5% for December 31, 1996 and 1995, and
9.0% for December 31, 1994. A 9.5% annual rate of increase in per capita cost of
covered health care benefits was assumed for 1996 which decreases to 7.2% for
2000 and thereafter. 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 1996 would change the accumulated postretirement benefit
obligation as of December 31, 1996 by approximately $1.9 million and the
aggregate of the service and interest cost components of net periodic
postretirement benefit cost for the year ended December 31, 1996 by
approximately $0.2 million.
NOTE 16 -- STOCK AND OTHER PLANS
STOCK PLAN
Fisher has two stock option plans, the 1991 Stock Plan, as amended, (the
"1991 Plan") and the 1995 Operating Unit Stock Plan ("OUSP"). Fisher may grant
options for up to 3,414,400 shares of stock under the 1991 Plan and 1,500,000
shares of stock under the OUSP to officers, employees and other individuals who
provide services to Fisher. Under these two plans, the Company has granted
options on 3,046,000 shares and 1,171,000 shares, respectively, through December
31, 1996. Outstanding options under these stock plans have been granted at 100%
of market value on the date of grant. The 1991 Plan and OUSP options have a
ten-year term, vest after three years and expire 90 days after the last day of
an employee's employment; 12 months if the employee retires. In 1995, the
Compensation Committee granted stock options to executives as part of a new
program, the Equity Ownership Program ("EOP"), designed to encourage Fisher
executives to make significant, long-term personal investments in Fisher Common
Stock. Under the EOP, certain senior corporate executives made commitments in
1995 to purchase approximately 200,000 shares of Fisher Common Stock during
1996, and were granted options on a matching basis in 1995; that is, a specified
number of options were awarded for each share the executive committed to
purchase during the period. This purchase commitment was fulfilled in 1996. The
EOP options were granted at the market price of the Common Stock on the date of
the purchase commitments, and will vest over a three-year period. Shares
purchased by the executives in satisfaction of the purchase commitment must be
held for the applicable vesting period covering the related option. The EOP
requires full financing by the executive without company loans or guarantees. In
addition, other participants were offered the opportunity to receive options
under the EOP upon their purchase of shares of Fisher Common Stock. In light of
the considerable changes to the Company's business and organization during 1995,
the equity-based components of the Incentive Compensation Plan was terminated;
options held by substantially all participants in respect of the performance
period covering 1996 have been surrendered, and the Compensation Committee will
not establish any objectives under the Incentive Compensation Plan in the
future. Certain 1995 grants under the EOP and
35
OUSP were conditional upon the cancellation of certain existing non-vested
options held by the executive or employee. For purposes of the following tables
all such cancellations are presumed to have occurred at December 31, 1995.
A summary of the status of the Company's two stock option plans at December
31, 1996, 1995 and 1994 and changes during the years then ended is presented in
the table and narrative below:
1996 1995 1994
------------------------ ------------------------ ------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
SHARES EXERCISE SHARES EXERCISE SHARES EXERCISE
(000) PRICE (000) PRICE (000) PRICE
----------- ----------- ----------- ----------- ----------- -----------
Outstanding at beginning of year............ 3,552 $ 28.93 2,473 $ 24.72 2,440 $ 24.46
Granted (1)................................. 694 37.48 2,243 32.66 205 32.43
Exercised................................... (405) 19.28 (218) 15.29 (11) 19.58
Canceled/Expired/Forfeited(2)............... (211) 32.44 (946) 29.92 (161) 30.92
----- ----- -----
Outstanding at end of year.................. 3,630 $ 31.44 3,552 $ 28.93 2,473 $ 24.72
----- ----- -----
----- ----- -----
Exercisable at end of year.................. 1,237 $ 26.94 938 $ 18.82 976
Weighted average fair value of options
granted.................................... $ 9.87 $ 10.73
- ---------------
(1) 1995 includes 1,084,000 shares granted under the EOP in consideration of
participants' commitments to purchase shares of Fisher Common Stock.
(2) 1995 includes options issued under the Incentive Compensation Plan in
respect to the performance plan covering 1996 that were surrendered in
connection with the termination of such plan.
419,000 of the 3,630,300 options outstanding at December 31, 1996 have
exercise prices between $14.50 and $24.94, with a weighted average exercise
price of $15.40 and a weighted average remaining contractual life of 5 years.
410,000 of these options are exercisable; their weighted average exercise price
is $15.25. The remaining 3,211,000 options have exercise prices between $27.84
and $44.88, with a weighted average exercise price of $33.53 and a weighted
average remaining contractual life of 9 years. 827,000 of these options are
exercisable; their weighted average exercise price is $32.75.
RESTRICTED UNIT PLAN
Pursuant to the restricted unit plan of Fisher, each non-employee director
of the Company received a one-time grant of 5,000 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, 5,000 and 20,000 units, respectively, were granted under the restricted
unit plan.
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 1996 net
income would have been reduced to $31.7 million with primary earnings per share
of $1.71 and fully diluted earnings per share of $1.64. 1995 net income would
have been reduced to $3.0 million with primary and fully diluted earnings per
share of $0.18. The fair value of each option grant is estimated on the date of
grant using a binomial option pricing model with the following weighted average
assumptions used for grants in 1996 and 1995: risk-free interest rates of
approximately 6.5% and 5.5% for the 1991 Plan options and 6.0% and 6.0% for the
OUSP options; an annual dividend yield of $0.08 per share; expected lives of 7
years for the 1991 Plan options and 3 years for the OUSP options and
36
expected volatility of 25%. Because the SFAS 123 method of accounting has not
been applied to options granted prior to January 1, 1995, the resulting pro
forma compensation cost may not be representative of that to be expected in
future years.
NOTE 17 -- TAX SHARING AGREEMENT
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. The Company paid approximately $1.4 million and
$0.3 million pursuant to this agreement in 1995 and 1994, respectively.
NOTE 18 -- RESTRUCTURING CHARGES
In the third quarter of 1995, the Board of Directors approved the Company's
restructuring plan aimed at improving the efficiency and reducing the costs of
its global logistics, customer service and administrative functions (the "1995
Plan"). As a result, the Company recorded a restructuring charge of $34.3
million. The 1995 Plan, which anticipated the integration of the former Fisons
businesses with the Company, included the elimination and in some cases
relocation of certain administrative functions, reorganization of the research
sales force and the consolidation and relocation of certain logistics and
customer service systems and locations throughout the world. Implementation of
the 1995 Plan is expected to be completed during 1997. The restructuring charge
consisted of $18.2 million related to noncash asset impairments, $12.0 million
of employee separation arrangements and $4.1 million of exit costs.
Asset impairments were recorded primarily for certain owned facilities which
were closed and sold in 1996. The net book values of these facilities have been
adjusted to their estimated fair market values less costs to sell. The charge
for employee separations was to accrue for the termination and other severance
costs for approximately 300 salaried and hourly employees who have been or will
be severed as a result of the 1995 Plan. Approximately 235 employees had been
terminated as of December 31, 1996. The exit costs were recorded primarily to
accrue for future rent, net of estimated sublease rentals, and other costs
related to leased facilities that as a result of the 1995 Plan will be closed
prior to the contractual termination date of the leases.
The following table summarizes the recorded accruals and impairments related
to the 1995 Plan (in millions):
EMPLOYEE
SEPARATIONS
ASSET AND OTHER EXIT
IMPAIRMENTS COSTS TOTAL
------------- --------------- ---------
Restructuring charge................................... $ 18.2 $ 16.1 $ 34.3
Cash payments.......................................... -- (1.8) (1.8)
Noncash items.......................................... (18.2) (0.3) (18.5)
----- ----- ---------
Balance as of December 31, 1995........................ -- 14.0 14.0
Adjustments............................................ 0.8 (0.8) --
Cash payments.......................................... -- (6.5) (6.5)
Noncash items.......................................... (0.8) -- (0.8)
----- ----- ---------
Balance as of December 31, 1996........................ $ -- $ 6.7 $ 6.7
----- ----- ---------
----- ----- ---------
The 1995 Plan also includes opening new logistics facilities and relocating
certain customer service and administrative functions. In accordance with
Financial Accounting Standards Board Emerging Issues Task
37
Force Issue 94-3, "Liability Recognition for Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)", certain costs resulting
from the relocation of inventories, relocation of employees, hiring and training
new employees, other start-up costs, and costs resulting from the temporary
duplication of certain operations have not been included in the restructuring
charge and are recognized in selling, general and administrative expense as
incurred.
During the third quarter of 1991, Fisher recorded a $20.0 million
restructuring charge relating to programs designed to improve the operation of
its North American distribution system. This is being accomplished through the
selective consolidation, relocation and expansion of facilities. The 1991
restructuring reserve balance was $3.6 million and $5.6 million at December 31,
1996 and 1995, respectively. In 1996, cash transactions of $2.0 million affected
the reserve. In 1995 cash and noncash transactions of $4.0 million and $1.0
million, respectively, affected the reserve. On the basis of current
projections, Fisher expects the majority of this program to be completed in
1997.
The Company's restructuring liabilities are evaluated quarterly, taking into
consideration restructuring activity to date and the status of the restructuring
plans.
NOTE 19 -- GEOGRAPHICAL FINANCIAL INFORMATION
The Company's operations are conducted in one business segment. Selected
geographical financial information for the years ended December 31, 1996, 1995
and 1994 is shown below (in millions):
1996 1995 1994
--------- --------- ---------
Geographic Information:
Net Sales:
Domestic............................................... $ 1,777.0 $ 1,153.4 $ 942.3
Europe................................................. 265.1 179.5 98.4
Other International.................................... 102.3 102.9 86.0
--------- --------- ---------
$ 2,144.4 $ 1,435.8 $ 1,126.7
--------- --------- ---------
--------- --------- ---------
Income from Operations:
Domestic............................................... $ 100.2 $ 34.0 $ 64.0
Europe................................................. (6.2) (13.6) (1.8)
Other International.................................... 0.6 (2.2) 1.7
--------- --------- ---------
$ 94.6 $ 18.2 $ 63.9
--------- --------- ---------
--------- --------- ---------
Identifiable Assets:
Domestic............................................... $ 851.8 $ 850.4 $ 467.5
Europe................................................. 277.4 275.1 102.1
Other International.................................... 65.6 51.2 45.8
Corporate and Other.................................... 67.9 93.8 107.1
--------- --------- ---------
$ 1,262.7 $ 1,270.5 $ 722.5
--------- --------- ---------
--------- --------- ---------
Operating income is revenue less related costs and direct and allocated
expenses. Identifiable corporate and other assets consist principally of cash,
marketable securities, and the assets of the Company's inactive insurance
subsidiary. Intercompany sales and transfers between segments were not material
for the years ended December 31, 1996, 1995 or 1994.
38
NOTE 20 -- UNAUDITED QUARTERLY FINANCIAL INFORMATION
The following is a summary of quarterly financial information for 1996 and
1995 (in millions, except per share amounts):
1996
-----------------------------------------------------
FIRST SECOND THIRD FOURTH YEAR
--------- --------- --------- --------- ---------
Sales.................................................... $ 516.0 $ 532.2 $ 541.0 $ 555.2 $ 2,144.4
Gross profit............................................. 135.6 142.9 146.4 153.6 578.5
Net income............................................... 4.5 8.4 11.5 12.4 36.8
Earnings per common share:
Primary................................................ $ .27 $ .49 $ .56 $ .60 $ 1.96
Fully diluted.......................................... .27 .46 .56 .60 1.87
1995
-----------------------------------------------------
FIRST SECOND THIRD FOURTH YEAR
--------- --------- --------- --------- ---------
Sales.................................................... $ 303.1 $ 314.9 $ 333.7 $ 484.1 $ 1,435.8
Gross profit............................................. 83.9 91.4 90.1 121.5 386.9
Net income (a)........................................... 6.8 10.2 (15.8) 2.0 3.2
Earnings per common share:
Primary................................................ $ .42 $ .62 $ (.96) $ .12 $ .19
Fully diluted.......................................... .40 .56 (.96) .12 .19
- ------------
NOTE: Amounts may not add due to rounding.
(a) During the third quarter of 1995, Fisher recorded a $34.3 million ($20.3
million, net of tax) restructuring charge. The charge is primarily related
to the elimination and in some cases relocation of certain administrative
locations and functions, a sales force reorganization, and the global
consolidation of certain domestic, Canadian and international logistics and
customer service facilities and systems.
39
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 13, 1997 (the "Proxy
Statement") under the caption "Nomination and Election of Directors", page 4, 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", page 5, 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," pages 6 through 10, 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", pages 1 through 3, 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", page 12, is incorporated herein by reference.
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 17 of this Annual Report.
(2)
SCHEDULES. Financial statement schedules are listed under Item 14(d) in
this Annual Report.
(3)
EXHIBITS. Exhibits 10.4 through 10.13 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
- ----------- ------------------------------------------------------------------------------------------
3.3 -- Restated Certificate of Incorporation of the Company. (1)
3.4 -- Bylaws of the Company. (1)
4.1 -- Specimen Certificate of Common Stock, $.01 par value per share, of the Company. (2)
4.2 -- Restated Certificate of Incorporation of the Company (see Exhibit 3.3).
4.3 -- Bylaws of the Company (see Exhibit 3.4).
4.4 -- Senior Debt Securities Indenture dated as of December 18, 1995 between the Company and
Mellon Bank, N.A., as Trustee (4)
40
EXHIBIT
NUMBER DESCRIPTION
- ----------- ------------------------------------------------------------------------------------------
10.1 -- Restated Environmental Matters Agreement, dated as of February 26, 1986, as amended and
restated as of July 28, 1989, among Allied-Signal Inc., The Henley Group, Inc., The
Wheelabrator Group Inc., New Hampshire Oak, Inc. and Fisher Scientific Group Inc. (2)
10.2 -- Amended and Restated Credit Agreement dated as of February 12, 1996, amending and
restating the Term Loan and Revolving Credit Agreement, dated as of October 16, 1995 among
Fisher Scientific International Inc., Certain Commercial Lending Institutions and Toronto
Dominion (Texas), Inc.(5)
10.3 -- Amendment No. 1 dated February 12, 1996 to the Term Loan Agreement dated October 16, 1995
among Fisher Scientific International Inc., Fisher Scientific U.K. Limited, Certain
Commercial Lending Institutions and The Toronto Dominion Bank.(5)
10.4 -- 1991 Stock Plan for Executive Employees of Fisher Scientific International Inc. and its
Subsidiaries. (3)
10.5 -- Fisher Scientific International Inc. Retirement Plan. (1)
10.6 -- Fisher Scientific International Inc. Savings and Profit Sharing Plan. (1)
10.7 -- Fisher Scientific International Inc. Incentive Compensation Plan.(5)
10.8 -- Restricted Unit Plan for Non-Employee Directors of Fisher Scientific International Inc.
(1)
10.9 -- Fisher Scientific International Inc. Deferred Compensation Plan for Non-Employee
Directors. (1)
10.10 -- Retirement Plan for Non-Employee Directors of Fisher Scientific International Inc. (1)
10.11 -- Fisher Scientific International Inc. Long-Term Incentive Plan. (3)
10.12 -- 1995 Operating Unit Stock Plan.(5)
10.13 -- Employment Agreement, Dated May 23, 1995, Between Fisher and Michael J. Quinn.(5)
11.1 -- Computation of Earnings per Common Share.*
21.1 -- List of Subsidiaries of the Company.*
23.1 -- Consent of DELOITTE & TOUCHE LLP.*
27.1 -- Financial Data Schedule.*
- ------------
* Filed herewith
(1)Included in an exhibit to the Company's 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.
(2)Included as an exhibit to the Company's Registration Statement on Form
S-1 (Registration No. 33-43505) filed with the Securities and Exchange
Commission on October 23, 1991 and incorporated herein by reference.
(3)Included in an exhibit to the Company's Form 10-K for the year ended
December 31, 1994, filed with the Securities and Exchange Commission on
March 24, 1995 and incorporated herein by reference.
41
(4)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.
(5)Included in an exhibit to the Company's 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.
(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:
11.1 -- Computation of Earnings per Common Share.
21.1 -- List of Subsidiaries of the Company.
23.1 -- Consent of DELOITTE & TOUCHE LLP.
27.1 -- Financial Data Schedule.
(d) FINANCIAL STATEMENT SCHEDULES.
All financial statement schedules have been omitted since the information
required to be submitted has been included in the financial statements
and related notes or because they are either not applicable or not
required under the rules of Regulation S-X.
42
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 27, 1997
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/ MICHAEL D. DINGMAN Chairman of the Board and Director March 27, 1997
- ------------------------------------
Michael D. Dingman
/s/ PAUL M. MONTRONE President (Principal Executive Officer) and March 27, 1997
- ------------------------------------ Director
Paul M. Montrone
/s/ PAUL M. MEISTER Senior Vice President -- Chief Financial March 27, 1997
- ------------------------------------ Officer (Principal Financial Officer) and
Paul M. Meister Treasurer
/s/ PAUL F. PATEK Vice President -- Controller (Principal March 27, 1997
- ------------------------------------ Accounting Officer)
Paul F. Patek
/s/ PHILIP E. BEEKMAN Director March 27, 1997
- ------------------------------------
Philip E. Beekman
/s/ ROBERT A. DAY Director March 27, 1997
- ------------------------------------
Robert A. Day
/s/ GERALD J. LEWIS Director March 27, 1997
- ------------------------------------
Gerald J. Lewis
/s/ EDWARD A. MONTGOMERY, JR. Director March 27, 1997
- ------------------------------------
Edward A. Montgomery, Jr.
/s/ LT. GEN. THOMAS P. STAFFORD Director March 27, 1997
- ------------------------------------
Lt. Gen. Thomas P. Stafford
43
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
EXHIBITS
TO
FORM 10-K
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FISHER SCIENTIFIC INTERNATIONAL INC.
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