<PAGE>
This Form 10-Q consists of 18 sequentially numbered pages. The exhibit index
appears on sequentially numbered page 16.
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
---------------
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
--------------
Commission file number: 01-10920
----------
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, New Hampshire 03842
----------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 926-5911
--------------
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 .
---- ----
The number of shares of Common Stock outstanding at April 30, 1997 was
20,230,840.
1
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FISHER SCIENTIFIC INTERNATIONAL INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
INDEX
Page No.
--------
Part I - Financial Information:
Item 1 - Financial Statements:
Introduction to the Financial Statements . . . . 3
Income Statements -
Three Months Ended March 31, 1997 and 1996 . . . 4
Balance Sheets -
March 31, 1997 and December 31, 1996 . . . . . . 5
Statements of Cash Flows -
Three Months Ended March 31, 1997 and 1996 . . . 6
Notes to Financial Statements. . . . . . . . . . 7
Item 2 - Management's Discussion and Analysis of
Results of Operations and Financial
Condition. . . . . . . . . . . . . . . . . . . 9
Part II - Other Information:
Item 6 - Exhibits and Reports on Form 8-K . . . . . . . 13
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . 16
2
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FISHER SCIENTIFIC INTERNATIONAL INC.
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
INTRODUCTION TO THE FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by
Fisher Scientific International Inc. ("Fisher" or the "Company"), without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations. The December 31, 1996 balance sheet is the balance sheet
included in the audited financial statements as shown in the Company's 1996
Annual report on Form 10-K. The Company believes that the disclosures are
adequate to make the information presented not misleading when read in
conjunction with the financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.
The financial information presented herein reflects all adjustments
(consisting only of normal recurring adjustments) that are, in the opinion of
management, necessary for a fair presentation of the results for the interim
periods presented. The results for interim periods are not necessarily
indicative of the results to be expected for the full year.
3
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FISHER SCIENTIFIC INTERNATIONAL INC.
INCOME STATEMENTS
(in millions, except per share amounts)
(unaudited)
Three Months Ended
March 31,
-------------------------
1997 1996
--------- --------
Sales $526.7 $516.0
Cost of sales 380.4 380.4
Selling, general and
administrative expense 121.5 118.4
-------- --------
Income from operations 24.8 17.2
Interest expense 6.1 8.6
Other (income) expense, net (1.6) 0.5
-------- --------
Income before income taxes 20.3 8.1
Income tax provision 9.3 3.6
-------- --------
Net income $ 11.0 $ 4.5
-------- --------
-------- --------
Earnings per common share:
Primary $ 0.53 $ 0.27
-------- --------
-------- --------
Fully diluted $ 0.53 $ 0.27
-------- --------
-------- --------
See the accompanying notes to financial statements.
4
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FISHER SCIENTIFIC INTERNATIONAL INC.
BALANCE SHEETS
(in millions)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- -----------
<S> <C> <C>
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 15.5 $ 24.7
Receivables, net 321.1 316.6
Inventories 261.0 256.0
Other current assets 48.5 55.5
----------- ----------
Total current assets 646.1 652.8
Property, plant and equipment, net 225.3 209.5
Goodwill 293.8 292.7
Other assets 107.8 107.7
----------- ----------
$ 1,273.0 $ 1,262.7
----------- ----------
----------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 23.0 $ 14.6
Accounts payable 222.0 234.5
Accrued and other current liabilities 127.1 143.9
----------- ----------
Total current liabilities 372.1 393.0
Long-term debt 305.3 281.5
Other liabilities 197.4 202.0
----------- ----------
Total liabilities 874.8 876.5
----------- ----------
Commitments and contingencies
Stockholders' equity:
Preferred stock -- --
Common stock 0.2 0.2
Capital in excess of par value 272.9 270.7
Retained earnings 139.0 128.4
Other (13.9) (13.1)
----------- ----------
Total stockholders' equity 398.2 386.2
----------- ----------
$ 1,273.0 $ 1,262.7
----------- ----------
----------- ----------
</TABLE>
See the accompanying notes to financial statements.
5
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FISHER SCIENTIFIC INTERNATIONAL INC.
STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
1997 1996
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 11.0 $ 4.5
Adjustments to reconcile net income to
cash used by operating activities:
Depreciation and amortization 10.6 10.7
Deferred income taxes 3.4 1.5
Changes in working capital:
Receivables, net (3.2) (4.3)
Inventories (4.6) 5.6
Payables, accrued and other current liabilities (29.8) (32.2)
Other working capital changes 3.1 2.9
Other assets and liabilities (8.3) (1.8)
-------- --------
Cash used by operating activities (17.8) (13.1)
-------- --------
Cash flows from investing activities:
Acquisitions, net of cash acquired (2.0) (2.1)
Capital expenditures (24.7) (5.1)
Other investing activities -- (0.4)
-------- --------
Cash used in investing activities (26.7) (7.6)
-------- --------
Cash flows from financing activities:
Proceeds from stock options exercised 1.8 3.7
Dividends paid (0.4) (0.3)
Long-term debt proceeds 87.3 2.3
Long-term debt payments (53.4) (30.2)
-------- --------
Cash provided (used) by financing activities 35.3 (24.5)
-------- --------
Net change in cash and cash equivalents (9.2) (45.2)
Cash and cash equivalents - beginning of period 24.7 63.7
-------- --------
Cash and cash equivalents - end of period $ 15.5 $18.5
-------- --------
-------- --------
</TABLE>
See the accompanying notes to financial statements.
6
<PAGE>
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
Fisher Scientific International Inc.'s ("Fisher" or the "Company")
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.
NOTE 2 - ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings per Share" (SFAS No. 128). SFAS No. 128 establishes new
standards for computing and presenting earnings per share. The Company is
required to adopt SFAS No. 128 in the fourth quarter of 1997. If the provisions
of SFAS No. 128 had been used to calculate EPS for the three months ended March
31, 1997 and 1996, the effect on earnings per share would have been
insignificant.
7
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NOTE 3 - INVENTORIES
The following is a summary of inventories by major category (in
millions):
March 31, December 31,
1997 1996
----------- ------------
Raw material $ 12.5 11.2
Work in process 3.1 3.0
Finished products 245.4 241.8
---------- ------------
$ 261.0 $ 256.0
---------- ------------
---------- ------------
NOTE 4 - DEBT
The following is a summary of debt and other obligations (in millions):
March 31, December 31,
1997 1996
---------- ------------
Bank Credit Facility $ 143.7 $ 116.8
7 1/8% Notes (net of a discount
of $1.1 million at March 31, 1997
and December 31, 1996) 148.9 148.9
Other 35.7 30.4
Less current portion of long-term debt (23.0) (14.6)
---------- ------------
$ 305.3 $ 281.5
---------- ------------
---------- ------------
NOTE 5 - DIVIDENDS
On March 15, 1997, Fisher's Board of Directors declared a quarterly cash
dividend of $0.02 per share, payable April 15, 1997 to shareholders of record
April 1, 1997.
8
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
This Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Company's actual results could differ materially from
those set forth in the forward-looking statements. Certain factors that might
cause such a difference include those factors discussed in the section entitled
"Management's Discussion and Analysis of Results of Operations and Financial
Condition - Cautionary Factors Regarding Forward-Looking Statements" contained
in the Company's Form 10-K for the year ended December 31, 1996.
RESULTS OF OPERATIONS
SALES
Sales for the three months ended March 31, 1997 increased 2% to $526.7
million from $516.0 million for the comparable period in 1996. Sales growth
in Fisher's historical North American operations was partially offset by a
decrease in sales to the U.S. clinical laboratory market. Because of reduced
sales in the clinical laboratory market, the Company expects near-term
revenue growth to remain below historical levels.
GROSS PROFIT
Fisher's gross profit increased 8% to $146.3 million for the first three
months of 1997 from $135.6 million for the comparable period in 1996,
primarily resulting from improvements in gross profit as a percent of sales.
Gross profit as a percent of sales increased to 27.8% for the three months
ended March 31, 1997 from 26.3% for the same period in 1996. The increase
largely reflects improvements in gross margins of Fisher's North American
operations.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
Selling, general and administrative expense for the three months ended
March 31, 1997 increased 3% to $121.5 million from $118.4 million for the
comparable period in 1996. Selling, general and administrative expense in
both periods includes nonrecurring costs associated with the implementation
of the restructuring plan that began in the third quarter of 1995 as well as
costs to integrate Curtin Matheson Scientific Inc. ("CMS"), acquired in
October 1995, into Fisher. Certain costs resulting from the temporary
duplication of operations, relocation of inventories and employees, hiring
and training new employees, and other one-time and redundant costs, which
will be eliminated as the restructuring plan is completed, are recognized as
incurred. For the three months ended March 31, 1996, $4.9 million of such
9
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costs were included in selling, general and administrative expenses. For the
three months ended March 31, 1997, $1.9 million of such costs and costs
resulting from additional cost reduction actions discussed below were
included in selling, general and administrative expense.
Excluding such costs for comparison purposes, selling general and
administrative expense as a percentage of sales was 22.7% compared with 22.0%
for the same period in 1996. This increase is primarily due to lower than
expected sales volume without a corresponding decrease in expense. The
Company has taken and is continuing to take actions to improve efficiencies
and reduce this expense as a percent of sales. These actions include further
work force reductions and information systems improvements. The Company
expects the costs of these actions, along with costs associated with
completing the restructuring plan and the integration of CMS into Fisher, to
approximate $10 million to $12 million for 1997.
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.
INCOME FROM OPERATIONS
Income from operations increased by 44% to $24.8 million for the three
months ended March 31, 1997, compared with $17.2 million for the corresponding
period in 1996. This increase reflects the factors described above. Income
from operations as a percent of sales increased to 4.7% for the three months
ended March 31, 1997, compared with 3.3% for the same period in 1996.
INTEREST EXPENSE
Interest expense decreased to $6.1 million from $8.6 million for the
comparable period in 1996. The decrease principally reflects the June 1996
conversion and redemption of the Company's $125 million step-up convertible
notes.
10
<PAGE>
NET INCOME
Net income for the three months ended March 31, 1997 increased to $11.0
million from $4.5 million for the comparable period in 1996 as a result of the
factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 1997, the Company's operations used
$17.8 million of cash compared with using $13.1 million for the same period in
1996. This increase in cash used by operating activities primarily resulted
from an increase in inventories. Inventories have increased due to the
consolidation and relocation of certain logistical facilities in North America
and lower than expected sales volume.
The Company's operating working capital (defined as receivables plus
inventories less accounts payable and accrued liabilities) increased to
$233.0 million at March 31, 1997 from $194.2 million at December 31, 1996.
This increase is due to increases in accounts receivable and inventories and
decreases in accounts payable and accrued liabilities. The increases in
accounts receivable and inventories are the result of increased sales volume
and the consolidation and relocation of North American logistical facilities.
The decreases in accounts payable and accrued liabilities are principally
attributable to payments of previously accrued restructuring and integration
amounts, payments of accrued compensation and benefit amounts and timing of
payment of other previously accrued amounts.
Excluding the effect, if any, of future acquisitions and anticipated
temporary inventory duplications as the Company completes the consolidation and
relocation of its logistical facilities in North America, the Company's
operating working capital requirements are not anticipated to increase
substantially throughout the remainder of 1997.
During the three months ended March 31, 1997, the Company used $26.7
million of cash for investing activities compared with $7.6 million for the same
period in 1996. The increase in cash used for investing activities is primarily
due to capital expenditures. For the three months ended March 31, 1997 and
1996, the Company had capital expenditures of $24.7 million and $5.1 million,
respectively. This increase is due to the Company's investment in new
logistical facilities in North America and in the Far East.
During the three months ended March 31, 1997, the Company's financing
activities provided $35.3 million compared with using $24.5 million for the
same period in 1996. This change is primarily due to $33.9 million in net
long-term debt proceeds in the first quarter of 1997 which were used to fund
capital expenditures, acquisitions and operations. In the same period in
1996, the Company made net long-term debt payments of $27.9 million primarily
funded from surplus cash.
11
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Fisher expects that cash flows from operations, together with cash and cash
equivalents on hand and funds available under existing credit facilities, will
be sufficient to meet ongoing operating and capital expenditure requirements.
On March 15, 1997, Fisher's Board of Directors declared a quarterly cash
dividend of $.02 per share, payable April 15, 1997 to shareholders of record
April 1, 1997. The Company plans to continue paying regular quarterly
dividends, which will be funded by cash generated from operations. No dividend
will be payable unless declared by the Fisher Board of Directors and funds are
legally available for payment of a dividend.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 11 - Computation of Earnings Per Common Share for the Three
Months Ended March 31, 1997 and 1996.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K:
None.
13
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FISHER SCIENTIFIC INTERNATIONAL INC.
Date: May 12, 1997 /S/ PAUL F. PATEK
------------------ ----------------------------
PAUL F. PATEK
Vice President - Controller
14
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FISHER SCIENTIFIC INTERNATIONAL INC.
EXHIBITS
TO
FORM 10-Q
for the quarter ended March 31, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
----------------- ----------------------------------------- -----------
11 Computation of Earnings Per Common 17
Share for the Three Months Ended
March 31, 1997
and 1996
27 Financial Data Schedule 18
16
<PAGE>
EXHIBIT 11
FISHER SCIENTIFIC INTERNATIONAL INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
(unaudited)
PRIMARY EARNINGS PER SHARE WERE CALCULATED AS FOLLOWS:
Three Months Ended
March 31,
-------------------
1997 1996
--------- --------
Total income used for primary
earnings per share $ 11.0 $ 4.5
--------- --------
--------- --------
Average common shares
outstanding 20.2 16.4
Other 0.6 0.4
--------- --------
Average shares and equivalents 20.8 16.8
--------- --------
--------- --------
Primary earnings per share $ 0.53 $ 0.27
--------- --------
--------- --------
FULLY DILUTED EARNINGS PER SHARE WERE CALCULATED AS FOLLOWS:
Three Months Ended
March 31,
-------------------
1997 1996
--------- --------
Net income $ 11.0 $ 4.5
Interest expense of
Convertible Subordinated Notes,
net of taxes -- 1.1
--------- --------
Total income used for fully
diluted earnings per share $ 11.0 $ 5.6
--------- --------
--------- --------
Average common shares
outstanding 20.2 16.4
Common equivalent shares
for Convertible Subordinated Notes -- 3.6
Other 0.6 0.4
--------- --------
Average shares and equivalents 20.8 20.4
--------- --------
--------- --------
Fully diluted earnings per share $ 0.53 $ 0.27
--------- --------
--------- --------
Note: Amounts may not calculate due to rounding.
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF MARCH 31, 1997 AND THE INCOME STATEMENT FOR THE THREE MONTHS ENDED
MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 16
<SECURITIES> 0
<RECEIVABLES> 321
<ALLOWANCES> 0
<INVENTORY> 261
<CURRENT-ASSETS> 646
<PP&E> 225
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,273
<CURRENT-LIABILITIES> 372
<BONDS> 305
0
0
<COMMON> 0
<OTHER-SE> 398
<TOTAL-LIABILITY-AND-EQUITY> 1,273
<SALES> 527
<TOTAL-REVENUES> 527
<CGS> 380
<TOTAL-COSTS> 380
<OTHER-EXPENSES> (2)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6
<INCOME-PRETAX> 20
<INCOME-TAX> 9
<INCOME-CONTINUING> 11
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11
<EPS-PRIMARY> .53
<EPS-DILUTED> .53
</TABLE>
