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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-10920.
FISHER SCIENTIFIC INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 02-0451017
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE LIBERTY LANE, HAMPTON, NH 03842
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code:
(800) 258-0850
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- -------------------------------------------------- --------------------------------------------------
Common Stock, par value New York Stock Exchange
$.01 per share
</TABLE>
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 the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 15, 2000 was approximately $171,841,000.
The number of shares of Common Stock outstanding as of March 15, 2000 was
40,092,979.
Documents Incorporated by Reference: The registrant's Proxy Statement for
the Annual Meeting of Stockholders to be held May 9, 2000 is incorporated by
reference into Part III.
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PART I
ITEM 1. BUSINESS
INTRODUCTION
Fisher Scientific International Inc. ("Fisher" or the "Company") is a world
leader in serving science. Its activities are primarily focused in the following
areas: the global manufacturing, distribution and sourcing of laboratory
equipment, supplies and related consumables, and the use, provision and
installation of global integrated e-commerce procurement technology and related
services for research and analytical testing, healthcare, science education and
occupational safety. The Company serves as a one-stop source for the scientific
and laboratory needs of its customers, supplying a broad product offering of
leading brands of instruments, research chemicals, clinical consumables,
diagnostics, laboratory workstations and other laboratory supplies including
extensive private label products. The Company's operations are conducted
throughout North and South America, Europe, the Far East, the Middle East and
Africa through one or more subsidiaries, joint ventures, agents, and dealers.
Fisher was incorporated in Delaware in 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 One Liberty Lane, Hampton, New Hampshire 03842,
and its telephone number is (800) 258-0850.
THE INDUSTRY
Fisher's market consists of five principal sectors: (i) scientific research
and development activities conducted by biotechnology, pharmaceutical, chemical,
environmental and other scientific laboratories; (ii) hospitals and physicians'
offices that perform diagnostic tests; (iii) commercial and national reference
laboratories; (iv) educational activities in research institutions, medical
schools, universities, colleges, elementary and secondary schools; and (v) users
of occupational health and safety products in production and other activities.
The Company's largest market is the scientific research supply market.
According to a recent study conducted by the Laboratory Products Association,
sales to the scientific research supply market in North America were estimated
to be approximately $6 billion during 1999. The scientific research market is
primarily affected by the level of applicable scientific and technology-related
research and development ("R&D") spending in the U.S. The National Science
Foundation estimates that nondefense-related R&D expenditures increased from $44
billion in 1980 to over $200 billion in 1998, representing a compound annual
growth rate of approximately 8.8%. In addition to this growth,
nondefense-related R&D expenditures have typically not been subject to cyclical
swings, having not experienced a year-over-year decline since 1960 (when the
National Science Foundation began publishing such data).
The Company's second-largest market is the clinical laboratory testing
market. A recent study by MarketData Enterprises Inc. estimated that the U.S.
clinical laboratory testing market totaled approximately $35 billion in 1999, up
from approximately $27 billion in 1993. Based on these overall spending levels,
management estimates that the clinical testing equipment and supply market, the
market the Company competes in, totals approximately $8 billion.
The Company's third-largest market, safety supply, is estimated to be
approximately $5-8 billion. This market is currently highly fragmented, but
there has been a recent trend towards consolidation of suppliers of safety
products.
The markets in which the Company competes are typically characterized by
high transaction volume (units) with relatively small average order prices. As a
result, customers in these markets incur relatively high average procurement
costs per order. The Company believes that as end users consolidate their vendor
base and/or outsource their procurement functions to reduce costs,
manufacturers' use of distribution and demand for the Company's distribution and
third party procurement services, including demand for the Company's Internet
and other electronic based ordering technology, will increase. By leveraging the
Company's distribution and technological capabilities as well as its national
sales force, manufacturers and end users can reduce the cost of procurement for
an expanding list of products.
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Over the last few years, a trend toward fewer suppliers has resulted in
consolidation of the fragmented scientific distribution market. Consolidation
benefits larger distributors by presenting them with the opportunity to leverage
large distribution infrastructures over higher sales volume and more customers.
The mergers of Fisher with Curtin Matheson Scientific Inc. ("CMS"), VWR
Scientific Products Corporation ("VWR") with Baxter International Inc., Cardinal
Health Inc. with Allegiance Corporation and, more recently, Merck Group with VWR
are illustrative of this trend. These same trends exist in most international
markets.
PRODUCTS AND SERVICES
Fisher currently has over 360,000 products available for delivery from its
Internet and other electronic and non-electronic 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 proprietary
products as well as sourced products. Proprietary offerings consist of
self-manufactured products and products sold through exclusive distribution
agreements. Management estimates that proprietary products accounted for
approximately 40% of the Company's total sales in 1999. Consumable products,
such as laboratory supplies and specialty chemicals, represented approximately
80% of the Company's total sales in 1999.
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 1,400
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
1,200 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.
Electronic Commerce. In 1998 Fisher introduced its enhanced Internet site,
Fishersci.com, which currently generates sales at an annualized rate of
approximately $100 million and has over 66,000 registered users. The site
features the Fisher Catalog, the Fisher Chemical catalog, the Fisher Scientific
Safety Products Supply Manual, the Acros Organics Catalog of Fine Chemicals and
the Fisher HealthCare catalog, as well as other product, safety and general
information. Fisher customers have the ability to place their orders
electronically through the intuitive, integrated and easy-to-use Fishersci.com
site, which integrates the latest electronic commerce technologies with
fulfillment, global logistics and strategic vendor relationships. See "Item
7 -- Management's Discussion and Analysis of Results of Operations and Financial
Condition -- Overview."
Fisher Catalog. The Fisher Catalog has been published for over 90 years
and is a standard reference for the scientific community worldwide. In addition,
the Company publishes the Fisher HealthCare catalog, the Acros Organics Catalog
of Fine Chemicals, the Fisher Chemical catalog, the Fisher Science Education
catalog and the Fisher Scientific Safety Products Manual, as well as several
international catalogs in eight different languages. 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 also continues to publish over a dozen 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.
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DISTRIBUTION
The Company's distribution network comprises 27 locations in the U.S.,
including a national distribution center in Somerville, New Jersey, four
regional centers (Massachusetts, California, Illinois and Georgia) and 22 local
facilities throughout the United States, including four facilities acquired as
part of a business acquisition in 1999. The Company also has two distribution
centers in each of Canada and France and one center in each of Germany, England,
Singapore, Korea, Malaysia, Hong Kong, China, Mexico and Switzerland. Through
its worldwide distribution network, the Company distributes an average of almost
50,000 items every business day, with products accounting for more than 90% of
sales in 1999 shipped to customers within 24 hours of being ordered.
MANUFACTURING
The Company operates principal manufacturing facilities in Fair Lawn,
Somerville and Swedesboro, New Jersey; Two Rivers, Wisconsin; Indiana and
Pittsburgh, Pennsylvania; Huntersville, North Carolina; Loughborough, United
Kingdom; Geel, Belgium; Rochester and Conklin, New York; Mountain Home,
Arkansas; and Middletown, Virginia. Products manufactured include research, bulk
and organic chemicals; laboratory equipment; laboratory fume hoods; wood,
plastic and metal laboratory workstations and furniture; computer local area
network ("LAN") furniture; scientific glassware and plastic labware; and
diagnostic instruments and educational materials. See "Item 2 -- Properties."
The Company's manufacturing operations are operated on a basis to
complement the Company's distribution organization by providing the Company's
sales representatives with a full range of value added service and product
offerings and to position the Company as a one-stop source for all of its
customers' scientific research, analytical testing and laboratory needs.
SUPPLIERS
The Company distributes laboratory instruments, supplies and equipment
obtained from approximately 4,500 vendors. Vendors generally offer these
products to all distributors on substantially similar terms. Although certain
products are available from only a limited number of vendors, Fisher does not
anticipate that it will be unable to continue to purchase any of the products it
currently distributes. The Company's largest supplier represented approximately
9% of 1999 sales.
COMPETITION
The Company operates in a highly competitive market. The Company competes
primarily with a wide range of suppliers and manufacturers that sell their own
products directly to end users. The Company also competes with other
distributors, such as VWR, a subsidiary of the Merck Group, in the scientific
research market, and with Cardinal Health Inc./Allegiance Corporation in the
clinical market. The principal means of competition in the markets the Company
serves are systems capabilities, breadth and exclusivity of product offerings,
price and service.
TRADEMARKS AND PATENTS
Fisher owns or licenses a number of patents and patent applications that
are collectively important to its businesses, although no single patent is
considered material. Fisher has more than 200 registered and unregistered
service marks and trademarks for its products and services. Some of its more
significant marks include Fisher Rims, Accumet, Acros, Biochemical Sciences,
Chemalert, Chemguard, Enviroware, Fisher, Fisherbiotech, Fisherbrand, Fisher
Diagnostics, Fisher HealthCare, Fisher Safety, Fisher Scientific, Gastrak,
Hamilton, Histoprep, Isotemp, Marathon, Microprobe, Optima, Pacific Hemostasis,
and Valutrak. Registered trademarks generally can have perpetual life, provided
they are renewed on a timely basis and continue to be used properly as
trademarks, subject to the rights of third parties to seek cancellation of the
marks.
CUSTOMERS, SEASONALITY AND BACKLOG
Fisher's sales are not materially dependent upon any single customer or any
few customers. No single customer of the Company represents more than 5% of
total sales during 1999. The Company's customers range in size from start-up
companies, hospital purchasing consortiums, and government agencies to
nationally
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and internationally recognized scientific research, medical and educational
institutions. Fisher's sales are generally related to applicable R&D spending
and to clinical testing practices and are therefore not seasonal to any
significant extent. In addition, 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.
ENVIRONMENTAL MATTERS
Some of Fisher's operations involve the handling, manufacture, use or sale
of substances that are or could be classified as toxic or hazardous substances
within the meaning of applicable environmental laws. Consequently, some risk of
environmental and other damage is inherent in 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 implementing remedial measures at certain facilities and
managing compliance programs company-wide relative to environmental protection
matters. Fisher spent approximately $1.0 million during each of the years ended
December 31, 1999 and 1998, on remediation and related environmental monitoring
and compliance. Amounts expensed for environmental matters, including costs
required under the existing administrative consent orders, installation and
operation of groundwater treatment systems and other planned expenses, are
expected to approximate $1 million per year. See "Item 7 -- Management's
Discussion and Analysis of Results of Operations and Financial Condition --
Cautionary Factors Regarding Forward-Looking Statements."
The Company's Fair Lawn and Somerville, New Jersey facilities 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 remedial
activities be maintained at these sites. The Fair Lawn facility is located
within an area called the Fairlawn Wellfields Superfund Site which was part of a
site listed in 1983 on the National Priority List under the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended ("CERCLA") and the Company is a potentially responsible party. 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 ECRA/ISRA administrative consent order remedial actions
and other environmental regulatory compliance 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. However, such costs
could be material. Accruals for environmental liabilities are recorded, based on
current interpretations of environmental laws and regulations, when it is
probable that a liability has been incurred and the amount of such liability can
be reasonably estimated. Estimates are established based upon reports prepared
by environmental specialists, management's knowledge to date and its experience
with the foregoing environmental matters, and include potential costs for
investigation, remediation, operation and maintenance of cleanup sites and
related capital expenditures. Accrued liabilities for environmental matters were
$32.5 million and $34.2 million at December 31, 1999 and 1998, respectively.
Although these amounts do not include third-party recoveries, certain sites may
be subject to indemnification. Management believes this accrual is adequate for
the environmental liabilities expected to be incurred and, as a result, believes
that the ultimate liability incurred with respect to environmental matters will
not have a material adverse effect on the Company's financial position or
results of operations. However, future events, such as changes in existing laws
and regulations, changes in agency direction or enforcement policies or changes
in the conduct of Fisher's operations, may give rise to additional remedial or
compliance costs which could have a material adverse effect on the Company's
financial position or results of operations.
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FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
For information regarding foreign and domestic operations and export sales,
see "Item 8 - Financial Statements and Supplementary Data - Note 20 - Segment
and Geographical Financial Information," which is incorporated herein by
reference.
EMPLOYEES
As of December 31, 1999, Fisher had approximately 7,100 full-time
employees. Fisher considers relations with its employees to be satisfactory.
Fisher has several labor contracts, none of which involve a significant number
of employees to be considered material to the Company's 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 position of the Company or on the Company's
ability to serve its customers.
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EXECUTIVE OFFICERS OF FISHER
Set forth below is information with respect to each executive officer of
Fisher:
<TABLE>
<CAPTION>
NAME AND TITLE AGE BUSINESS EXPERIENCE
-------------- --- -------------------
<S> <C> <C>
Paul M. Montrone ................ 58 Mr. Montrone has been Chairman of the Board of Fisher since
Chairman of the Board March 1998, Chief Executive Officer of Fisher since prior to
and Chief Executive Officer 1995, and served as President from prior to 1995 to 1998. Mr.
Montrone was Vice Chairman of Abex from prior to 1995 to June
1995. Since prior to 1995, he has been Chairman of the Board
of The General Chemical Group Inc. ("General Chemical")
(manufacturing) and since April 1999 he has been Chairman of
GenTek Inc. Mr. Montrone is also a director of Waste
Management, Inc.
Paul M. Meister .................. 47 Mr. Meister has been Vice Chairman of the Board, Executive
Vice Chairman of the Board, Vice President and Chief Financial Officer of Fisher since
Executive Vice President and Chief March 1998, and was Senior Vice President and Chief Financial
Financial Officer Officer of Fisher from prior to 1995 to March 1998. Prior to
that time, he was Senior Vice President of Abex from prior to
1995 to 1995. Since April 1999, he has been Vice Chairman of
GenTek Inc. Mr. Meister is a member of the Board of Directors
of M&F Worldwide Corp., General Chemical (Vice Chairman) and
Minerals Technologies Inc.
David T. Della Penta .............. 52 Mr. Della Penta has been President and Chief Operating Officer
President and Chief of Fisher since April 1998. From prior to 1995 until April
Operating Officer 1998, Mr. Della Penta served as President of Nalge Nunc
International, a subsidiary of Sybron International
Corporation (medical laboratory device manufacturer).
Kevin P. Clark .................... 37 Mr. Clark has been Vice President and Controller of Fisher
Vice President and Controller since May 1998. Mr. Clark served as Vice President and
Treasurer of Fisher from September 1997 to May 1998, and as
Assistant Treasurer of Fisher from 1995 to 1997. Mr. Clark
served as Treasurer of Federal-Mogul Corporation (automotive
components) from prior to 1995 to 1995.
Todd M. DuChene ................ 36 Mr. DuChene has been Vice President, General Counsel and
Vice President -- General Secretary of Fisher since November 1996. He served as Senior
Counsel and Secretary Vice President, Secretary and General Counsel of OfficeMax,
Inc. (retailer) from March 1995 to November 1996, and Vice
President, General Counsel and Assistant Secretary from prior
to 1995.
Robert J. Gagalis 45 Mr. Gagalis has been Vice President-Finance of Fisher since
.................. May 1998 and was Treasurer of Fisher from May 1998 to March
Vice President -- Finance 2000. From 1997 to May 1998, he was Vice President, Chief
Financial Officer and Treasurer of Wheelabrator Technologies
Inc. ("WTI") (environmental services) and Vice President,
Corporate Development of WTI from prior to 1995 to 1996.
</TABLE>
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<TABLE>
<CAPTION>
NAME AND TITLE AGE BUSINESS EXPERIENCE
-------------- --- -------------------
<S> <C> <C>
John R. Heaps.................... 38 Mr. Heaps has been Vice President-Treasurer of Fisher since
Vice President -- Treasurer March 2000. Mr. Heaps served as Vice President and Treasurer
of Sterling Diagnostic Imaging, Inc. (medical imaging supplies
and services) from 1996 to August 1999 and held various
financial positions at E.I. DuPont deNemours and Company
(diversified manufacturer) from prior to 1995 to 1995, the
most current being Manager of Financial Services.
</TABLE>
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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.
The following table identifies Fisher's principal facilities, which are
owned in fee unless otherwise indicated:
U.S. LOGISTICS FACILITIES
Santa Clara, California(a) Florence, Kentucky
Denver, Colorado(a) Agawam, Massachusetts
Delmar (Newark), Delaware Somerville, New Jersey
Suwanee, Georgia(a) Houston, Texas
Hanover Park, Illinois
NON-U.S. FACILITIES
Geel, Belgium Offices, Logistics and Manufacturing Center
Edmonton, Alberta, Canada Offices and Logistics Center
Whitby, Ontario, Canada Logistics Center
Nepean, Ontario, Canada Offices
Markham, Ontario, Canada(a) Offices and Data Center
Maurepas, France Offices and Logistics Center
Kamen, Germany(a) Logistics Center
Kuala Lumpur, Malaysia(b) Offices and Logistics Center
Monterrey, Mexico Offices and Logistics Center
Loughborough, United Kingdom Offices, Logistics and Manufacturing Center
Schwerte, Germany Manufacturing and Logistics Center
Strasbourg, France Offices and Logistics Center
OTHER PROPERTIES
Hampton, New Hampshire Corporate Offices
Fair Lawn, New Jersey Manufacturing
Pittsburgh, Pennsylvania(a) Offices, Data Center and Manufacturing
Two Rivers, Wisconsin Offices and Manufacturing Center
Indiana, Pennsylvania Manufacturing
Somerville, New Jersey Manufacturing
Mountain Home, Arkansas(a) Manufacturing
Conklin, New York Manufacturing
Middletown, Virginia Manufacturing
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(a) Leased
(b) One property owned, three leased
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ITEM 3. LEGAL PROCEEDINGS
The Company is a party to various lawsuits and other legal proceedings. In
the opinion of Fisher's management, the Company's ultimate liability with
respect to these matters, if any, will not have a material adverse effect on
Fisher's results of operations and financial position. See "Item
1 -- Business -- Environmental Matters".
The Company 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. Some of the Company's operations involve and have involved the
handling, manufacture, use or sale of substances that are classified as toxic or
hazardous substances within the meaning of applicable environmental laws.
Consequently, some risk of environmental and other damage is inherent in
particular operations and products of the Company 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's management believes that such investigations and expenditures in
connection therewith, individually and in the aggregate, will not have a
material adverse effect upon the Company's results of operations and financial
condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders in the fourth
quarter of 1999.
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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:
<TABLE>
<CAPTION>
HIGH LOW
------- --------
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1998
First Quarter.......................................... 16 1/64 9 35/64
Second Quarter......................................... 19 7/8 12 1/8
Third Quarter.......................................... 17 7/16 13 1/16
Fourth Quarter......................................... 20 3/16 14 5/16
YEAR ENDED DECEMBER 31, 1999
First Quarter.......................................... 20 1/16 16 3/8
Second Quarter......................................... 22 5/16 16 7/8
Third Quarter.......................................... 23 7/8 17 5/8
Fourth Quarter......................................... 43 22 1/2
</TABLE>
The reported closing price of the Common Stock on the NYSE on March 15,
2000 was $46 1/16. As of March 15, 2000, there were approximately 154 holders of
record of the Common Stock.
DIVIDENDS
The Company has not paid a cash dividend during the last two fiscal years.
On January 21, 1998, in connection with the Transaction (as defined under "Item
7 -- Managements Discussion and Analysis of Results of Operations and Financial
Condition -- Overview"), the Company and certain of its subsidiaries entered
into a Credit Agreement which restricts the Company's ability to pay cash
dividends. Accordingly, the Company does not anticipate paying cash dividends on
its Common Stock at any time in the foreseeable future.
On March 9, 1998, Fisher's Board of Directors declared a five-for-one stock
split on the Company's Common Stock. As a result of the stock split, four
additional shares of Common Stock were issued for each share of Common Stock
held by the stockholders of record as of the close of business on March 19,
1998. The number of shares and per-share amounts have been restated as
appropriate to give effect to the stock split.
On December 2, 1998, the Board of Directors of the Company resolved to
spinoff ProcureNet Inc. ("ProcureNet"), the Company's wholly-owned outsourcing
and supply chain management technology business, to the Company's shareholders.
Accordingly, on April 15, 1999, the Company distributed all of the shares of
Common Stock of ProcureNet to the Company's shareholders, pro rata in proportion
to their holdings of the Common Stock of the Company.
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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, 1999 should be read in conjunction with the Financial
Statements presented elsewhere herein. See Notes 1 and 3 to Financial Statements
for a further discussion of the basis of presentation, principles of
consolidation and defined terms.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1999 1998 1997 1996 1995(C)
-------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Sales.......................................... $2,469.7 $2,252.3 $2,175.3 $2,144.4 $1,435.8
Income from operations(a)...................... 146.8 22.8 21.1 94.6 18.2
SHARE DATA:
Earnings (loss) per common share:
Basic........................................ $ 0.59 $ (1.24) $ (0.30) $ 0.40 $ 0.04
Diluted...................................... 0.55 (1.24) (0.30) 0.38 0.04
Weighted average shares outstanding:
Basic........................................ 40.0 40.0 101.5 91.5 81.0
Diluted...................................... 42.8 40.0 101.5 102.5 81.0
Dividends declared per common share............ -- -- $ 0.012 $ 0.016 $ 0.016
BALANCE SHEET DATA (AT END OF YEAR):
Total assets................................... $1,402.6 $1,357.6 $1,176.5 $1,262.7 $1,270.5
Long-term debt(b).............................. 1,011.1 1,022.0 267.8 281.5 446.3
</TABLE>
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(a) Income from operations includes a $1.5 million net restructuring credit and
$12.7 million of nonrecurring charges in 1999, $108.4 million of
Transaction, restructuring and other nonrecurring charges in 1998, $88.3
million of restructuring and other nonrecurring charges in 1997, $19.4
million of nonrecurring charges in 1996, and $50.0 million of restructuring
and other nonrecurring charges in 1995. See "Item 8 -- Financial Statements
and Supplementary Data -- Note 2 -- Recapitalization and Merger and Note
19 -- Restructuring and Other Charges".
(b) 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. In addition, the
Transaction, which was consummated on January 21, 1998, resulted in a
significant increase in long-term debt and a decrease in stockholders'
equity.
(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 financial statements from the date of acquisition.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
OVERVIEW
The Company is managed in three business segments: domestic distribution,
international distribution, and laboratory workstations. The domestic and
international distribution segments engage in the supply, marketing, service and
manufacture of scientific, clinical, educational, and occupational health and
safety products. The laboratory workstations segment manufactures laboratory
workstations, fume hoods and computer (LAN) furniture.
On January 21, 1998, approximately 87% of the fully diluted shares of
common stock of Fisher were converted into the right to receive $9.65 per share
in cash (approximately $955 million in the aggregate) pursuant to the Second
Amended and Restated Agreement and Plan of Merger dated as of November 14, 1997,
amending an Agreement and Plan of Merger dated August 7, 1997 (as amended, the
"Merger Agreement") between the Company and FSI Merger Corp. ("FSI"), a Delaware
corporation formed by Thomas H. Lee Company ("THL"), providing for the merger of
FSI with and into Fisher and the recapitalization of Fisher (collectively, "the
Transaction"). The Transaction established an election process that provided
stockholders the right to elect, subject to proration, for each share of Fisher
common stock held, to either receive $9.65 in cash or retain one share of common
stock, $.01 par value ("Common Stock"), in the recapitalized company. Vesting of
all outstanding options was accelerated. See "Item 8 -- Financial Statements and
Supplementary Data -- Note 2 -- Recapitalization and Merger".
In December 1998, Fisher acquired 90% of Bioblock Scientific S.A.
("Bioblock"), a leading distributor of scientific and laboratory instrumentation
in France in a transaction accounted for as a purchase. The remaining 10% of
Bioblock was acquired by Fisher in the first quarter of 1999. From 1996 to 1999,
Fisher made certain smaller acquisitions of laboratory products distributors and
other businesses. 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. See "Item 8 -- Financial Statements and Supplementary
Data -- Acquisitions."
Prior to 1999, the Company had four operating segments. However, in
December 1998, the Company's Board of Directors approved a plan to dispose of
the Company's technology business segment through (i) a spinoff (the "Spinoff")
of ProcureNet, the Company's outsourcing and supply chain management technology
business, and (ii) the sale of the UniKix Technology software business. As part
of the Spinoff, the Company and ProcureNet entered into a transitional services
agreement pursuant to which Fisher will provide ProcureNet with certain
management and other administrative services and ProcureNet will continue to
provide Fisher and its customers with third party procurement and electronic
commerce support and services. The Common Stock of ProcureNet was distributed to
Fisher's stockholders on April 15, 1999, and the UniKix Technology software
business was sold on July 22, 1999. See "Item 8 -- Financial Statements and
Supplementary Data -- Note 5 -- Operations To Be Disposed Of."
On March 8, 2000, the Company announced that it had combined its e-commerce
activities into a new subsidiary, Alchematrix. The Company anticipates an
increase in operating expenses in 2000 associated with Alchematrix as the
Company increases its investment in e-commerce technology, services, and sales
and marketing. The Company also anticipates an initial public offering of
Alchematrix stock within the next 12 months.
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<PAGE> 14
RESULTS OF OPERATIONS
The following table sets forth the Company's sales and income (loss) from
operations by segment (in millions):
<TABLE>
<CAPTION>
SALES INCOME (LOSS) FROM OPERATIONS
-------------------------------- -----------------------------
1999 1998 1997 1999 1998 1997
-------- -------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Domestic distribution........... $1,956.6 $1,830.8 $1,740.7 $123.5 $113.2 $ 85.3
International distribution...... 474.7 417.3 403.8 7.8 (1.5) (12.5)
Laboratory workstations......... 175.9 145.6 122.4 24.7 21.0 16.1
Technology...................... -- -- 41.0 (11.3) (15.1) (14.3)
-------- -------- -------- ------ ------ ------
Segment sub-total............. 2,607.2 2,393.7 2,307.9 144.7 117.6 74.6
Transaction-related costs....... -- -- -- -- (71.0) --
Restructuring and other
charges....................... -- -- -- 1.5 (23.6) (51.8)
Eliminations.................... (137.5) (141.4) (132.6) 0.6 (0.2) (1.7)
-------- -------- -------- ------ ------ ------
Total......................... $2,469.7 $2,252.3 $2,175.3 $146.8 $ 22.8 $ 21.1
======== ======== ======== ====== ====== ======
</TABLE>
1999 AS COMPARED WITH 1998
Sales. Sales for the year ended December 31, 1999 increased 9.7% to
$2,469.7 million from $2,252.3 million for the comparable period in 1998. Sales
growth in the domestic distribution and laboratory workstations segments in 1999
was primarily due to internal sales growth as well as the inclusion of sales of
companies acquired in the second half of 1998 and the first quarter of 1999.
Sales growth in the international distribution segment was predominantly due to
the inclusion of sales of companies acquired.
Gross profit. Fisher's gross profit for the year ended December 31, 1999
increased 9.7% to $698.3 million from $636.3 million for the comparable period
in 1998, primarily as a result of increased sales volume. Gross profit as a
percent of sales was 28.3% for the years ended December 31, 1999 and 1998. Gross
profit in 1999 was negatively affected by a $5.3 million charge related to an
adjustment to inventory reserves as a result of a change in the Company's
product portfolio. Gross profit in 1998 was negatively affected by $2.7 million
of charges for adjustments of certain domestic and international inventory
reserves related to the 1998 restructuring plan (discussed below). Gross profit,
excluding the aforementioned charges, increased to 28.5% of sales in 1999 from
28.4% in 1998.
Selling, general and administrative expense. Selling, general and
administrative expense for the year ended December 31, 1999 increased 7.5% to
$541.7 million from $503.8 million for the comparable period in 1998. The
increase in selling, general and administrative expense in 1999 is primarily due
to the selling, general and administrative expense of companies acquired during
the second half of 1998 and the first quarter of 1999 and increased sales
volume. Selling, general and administrative expense in both periods includes
nonrecurring costs associated with the temporary duplication of operations,
relocation of inventories and employees, hiring and training new employees, and
other nonrecurring costs associated with the Company's long-term restructuring
plans, the integration of CMS into Fisher and management retention payments
related to the Transaction. For 1999, $2.2 million of such costs were included
in selling, general and administrative expense compared with $7.6 million for
the corresponding period in 1998. Excluding such costs, selling, general and
administrative expense as a percentage of sales was 21.8% and 22.0% during 1999
and 1998, respectively.
The international distribution segment continues to have significantly
higher selling, general and administrative expenses as a percentage of sales as
compared with those of the Company's domestic distribution segment.
Transaction-related costs. During the first quarter of 1998, the Company
recorded $71.0 million of expenses consisting primarily of noncash compensation
expense relating to the conversion of employee stock options, the implementation
of certain executive severance agreements and the grant of options to certain
executives in accordance with the terms of the Transaction.
Restructuring and other charges. In the fourth quarter of 1999, the
Company recorded a $1.5 million net restructuring credit, which consisted of
$2.1 million of a current year restructuring charge related to its
14
<PAGE> 15
long-term restructuring plan and a $3.6 million reversal of prior period
restructuring charges due to revised estimates. The current year restructuring
charge to consolidate and downsize the Company's German operations, which are
included in the international distribution segment, results from a plan that was
adopted in December 1999. The charge relates to severance and related costs for
the termination of approximately 22 warehouse, customer service, and sales
employees. The $3.6 million reversal of prior period restructuring charges is
comprised of (i) $3.0 million of severance due to organizational changes and
voluntary separations that occurred during 1999 which were not anticipated in
prior periods and (ii) $0.6 million due to revised estimates for the closing of
logistics centers in the United States.
In the fourth quarter of 1998, the Company recorded $23.6 million of
restructuring and other charges, which included $26.5 million of charges related
to its long term restructuring plan and $2.9 million of reversals for
adjustments to prior period restructuring charges due to revised estimates. In
1998, restructuring and other charges included international asset impairment
charges attributable to the economic slowdown in the Far East, write-offs of
information systems due to a change in management's global information system
strategy, and employee separation and other exit costs due to a restructuring in
the U.S. and Europe of the Company's management team and selected components of
its sales force. These charges consisted of $13.6 million related to noncash
asset impairments, $12.0 million of accruals for employee separation
arrangements and $0.9 million of exit costs.
Loss from operations to be disposed of. In December 1998 the Company's
Board of Directors approved a plan to dispose of the Company's technology
business segment. The disposition was completed through the distribution to the
Company's stockholders of ProcureNet on April 15, 1999 and the sale of the
UniKix Technology software business on July 22, 1999. The results of operations
of this segment are reported separately in the statement of operations.
Loss from operations to be disposed of decreased to $11.3 million for the
year ended December 31, 1999 from $15.1 million in the comparable period in
1998. The decrease was primarily due to a decrease in the operating losses of
ProcureNet and the UniKix Technology software business during 1999 due to their
disposition in April and July of 1999, respectively. The 1999 period includes a
$5.2 million write-off of in-process research and development costs associated
with an acquisition made during the first quarter of 1999, while the 1998 period
includes $3.5 million of restructuring and other nonrecurring costs.
Income from operations. Income from operations for the year ended December
31, 1999 increased to $146.8 million from $22.8 million for the comparable
period in 1998, primarily due to the items discussed above. Excluding
Transaction-related, restructuring and other charges and nonrecurring costs of
$11.2 million and $108.4 million for 1999 and 1998, respectively, income from
operations for 1999 increased to $158.0 million from $131.2 million in 1998.
Interest expense. Interest expense for the year ended December 31, 1999
increased to $104.2 million from $90.3 million for the comparable period in
1998. The increase is primarily the result of a full year of interest expense in
1999 resulting from the January 21, 1998 Transaction and additional indebtedness
resulting from the $200 million 9% Senior Subordinated Notes issued in November
1998, both partially offset by one-time charges of $6.5 million in the first
quarter of 1998 related to the consummation of the Transaction.
Other (income) expense, net. Other (income) expense, net for the year
ended December 31, 1999 increased to $15.2 million of income from $7.2 million
for the comparable period in 1998. The increase in income in 1999 was primarily
due to a gain on the sale of the UniKix Technology software business, gains from
the sale of property, plant and equipment associated with the Company's
consolidation plans and a gain from the undesignated portion of the Company's
interest rate swap.
Income tax provision (benefit). The income tax provision (benefit) was
$34.4 million for the year ended December 31, 1999 compared with ($10.8) million
for the comparable period in 1998. The effective tax rate was 59.5% for 1999.
Excluding the $71.0 million of Transaction costs, of which a portion was
nondeductible, the effective tax rate for 1998 was 152.7%. The decrease in the
effective tax rate is due to reductions in foreign losses for which no tax
benefits are recognized and the restructuring of foreign operations to permit
the recognition of tax benefits on losses. The effective tax rate for 2000 is
anticipated to decrease
15
<PAGE> 16
from the 1999 rate, reflecting the benefit from the anticipated implementation
of various tax reduction strategies.
Net income (loss). Net income (loss) for the year ended December 31, 1999
increased to $23.4 million from a loss of $49.5 million during the comparable
period in 1998 due to the factors discussed above.
1998 AS COMPARED WITH 1997
Sales. Sales for the year ended December 31, 1998 increased 3.5% to
$2,252.3 million from $2,175.3 million for the comparable period in 1997. Sales
growth in the Company's domestic distribution, international distribution, and
laboratory workstations segments were partially offset by the exclusion of
technology sales in reported sales for 1998. Sales in the laboratory
workstations segment increased 18.9% due to internal growth and a strategic
acquisition during 1998. Overall sales volume and income from operations in 1997
were negatively effected by the strike by employees of United Parcel Service
("UPS") who were members of the International Brotherhood of Teamsters (the "UPS
Strike"), which occurred in August of 1997.
As a national distributor, the Company utilizes the services of UPS for a
significant portion of its domestic shipments. The Company believes it is one of
UPS's largest customers in terms of annual revenue to the shipper. The UPS
Strike negatively affected sales for the third and fourth quarters of 1997 and
increased operating costs.
Gross profit. The Company's gross profit for the year ended December 31,
1998 increased 7.5% to $636.3 million from $591.7 million for the comparable
period in 1997, primarily as a result of higher volume. Gross profit as a
percent of sales increased to 28.3% for the year ended December 31, 1998 from
27.2% for the comparable period in 1997. Gross profit in 1997 was negatively
affected by $6.7 million of charges related to adjustments to certain inventory
reserves due to changes in estimates, direct costs resulting from the UPS Strike
and the integration of CMS into the Company. Gross profit in 1998 was negatively
affected by $2.7 million of charges for adjustments of certain domestic and
international inventory reserves related to the 1998 restructuring plan. The
increase in gross profit percentage largely reflects improvements in gross
margins of the Company's domestic operations and decreased inventory
adjustments.
Selling, general and administrative expense. Selling, general and
administrative expense for the year ended December 31, 1998 decreased 2.9% to
$503.8 million from $518.8 million for the comparable period in 1997. Selling,
general and administrative expense in both periods includes nonrecurring and
redundant costs associated with the implementation of the 1995 restructuring
plan (discussed below), the integration of CMS into the Company, and management
retention payments related to the Transaction. During 1997, selling, general and
administrative expense included software write-offs and other information
system-related charges associated with the Company's implementation of new
global computer systems and direct costs resulting from the UPS Strike.
Additionally, 1998 includes nonrecurring costs associated with the
implementation of the 1997 restructuring plan. Nonrecurring integration and
restructuring-related costs include 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. These costs are
recognized as incurred. For the year ended December 31, 1998, approximately $7.6
million of such nonrecurring costs were included in selling, general and
administrative expense compared with $29.8 million for the corresponding period
in 1997. Excluding such costs, selling, general and administrative expense as a
percentage of sales was 22.0% for 1998 compared with 22.5% for 1997. This
decrease is principally the result of increased sales volume and the impact of
excluding selling, general and administrative expense (and the related sales)
from the technology segment in 1998. See discussion below.
The international distribution segment continues to have significantly
higher selling, general and administrative expense as a percentage of sales as
compared with that of the Company's domestic distribution segment. 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.
Transaction-related costs. During the first quarter of 1998, the Company
recorded $71.0 million of expenses consisting primarily of noncash compensation
expense relating to the conversion of employee stock
16
<PAGE> 17
options, the implementation of certain executive severance agreements and the
grant of options to certain executives in accordance with the terms of the
Transaction.
Restructuring and other charges. In the fourth quarter of 1998, the
Company recorded $23.6 million of restructuring and other charges, which
included $26.5 million of 1998 charges and $2.9 million of reversals for
adjustments to prior period restructuring charges due to revised estimates. The
1998 restructuring charge included international asset impairment charges
attributable to the economic slowdown in the Far East, write-offs of information
systems due to a change in management's global information system strategy, and
employee separation and other exit costs due to a restructuring in the U.S. and
Europe of the Company's management team and selected components of its sales
force. These charges consisted of $13.6 million related to noncash asset
impairments, $12.0 million of accruals for employee separation arrangements and
$0.9 million of exit costs.
During the fourth quarter of 1997 in conjunction with the annual business
planning process, the Company evaluated its business strategy for both its
domestic and international operations and, as a result, recorded restructuring
and other charges of $51.8 million related to its long-term restructuring plan.
The charges included costs associated with the closure of logistics and
customer-service centers and related asset write-offs in the United States and
internationally, the impairment of goodwill and property, plant and equipment
related to certain international operations and the impairment of
systems-related assets.
Loss from operations to be disposed of. As discussed above, in December
1998 the Company's Board of Directors approved a plan to dispose of the
Company's technology segment. Accordingly, the 1998 results of operations of
this segment are reported separately in the statement of operations. The loss
includes $2.6 million of asset write-offs, severance and other exit costs, all
related to a restructuring plan in contemplation of the disposal of the
businesses and $0.9 million of nonrecurring expenses.
Income from operations. Income from operations for the year ended December
31, 1998 increased to $22.8 million from $21.1 million for the comparable period
in 1997 primarily due to the items discussed above. Income from operations as a
percent of sales remained the same at 1.0% for the year ended December 31, 1998
as compared with the same period in 1997. Excluding Transaction-related,
restructuring and other charges and nonrecurring costs of $108.4 million and
$88.3 million for 1998 and 1997, respectively, income from operations for the
year ending December 31, 1998 increased to $131.2 million from $109.4 million in
1997.
Interest expense. Interest expense for the year ended December 31, 1998
increased to $90.3 million from $23.0 million for the comparable period in 1997.
The increase is the result of additional indebtedness resulting from the
Transaction as well as $6.5 million of charges related to the consummation of
the Transaction, including one-time bank commitment fees, the write-off of
unamortized financing costs related to long-term debt refinanced and the loss on
the sale of accounts receivable.
Other (income) expense, net. Other (income) expense, net for the year
ended December 31, 1998 increased to $7.2 million of income from $3.2 million of
expense for the comparable period in 1997. The increase in income is due to
increased interest income resulting from the timing of cash received from the
Transaction and certain unusual expenses in 1997 including $5.0 million of fees
and expenses related to the Board of Directors' review of strategic alternatives
and a loss on the sale of a non-strategic business.
Income tax provision (benefit). The income tax provision (benefit) was
($10.8) million for the year ended December 31, 1998 compared with $25.4 million
for the comparable period in 1997. Excluding the $71.0 million of Transaction
costs, of which a portion was non-deductible, the effective tax rate was 152.7%
for 1998, decreasing significantly compared with that of 1997. The 1997
effective tax rate was unusually high due to foreign losses for which no tax
benefits were currently being provided, the write-off of previously recognized
foreign tax benefits, and non-deductible fees and expenses incurred in
connection with the Board's review of strategic alternatives. The effective tax
rate for 1998 is primarily the result of reductions in domestic pretax income
due to the additional interest expense incurred as a result of the Transaction
and foreign losses for which no tax benefit was recorded.
17
<PAGE> 18
Net income (loss). Net income (loss) for the year ended December 31, 1998
decreased to a loss of $49.5 million from a loss of $30.5 million during the
comparable period in 1997 due to the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 1999, the Company's operations generated
$121.3 million of cash compared with $149.9 million for the comparable period in
1998. This decrease in cash provided by operating activities primarily reflects
a decrease in cash flows generated from changes in working capital offset, in
part, by an increase in net income adjusted for noncash items. Changes in
operating working capital (defined as receivables plus inventory less accounts
payable and accrued liabilities), after adjusting for the effect of receivables
sold under the accounts receivable securitization facility, provided $52.8
million of cash in 1999 compared to $91.6 million in 1998. This decrease in cash
provided in 1999 is primarily due to changes in accrued and other current
liabilities, which used $13.1 million of cash in 1999 compared with providing
$33.2 million in 1998. The decrease in cash flow from accrued and other current
liabilities in 1999 is primarily due to a $19 million decrease in accrued
interest due to the timing of scheduled interest payments as the Transaction was
consummated in January 1998 and a decrease of $18 million in accrued salaries
and benefits primarily as a result of the Company paying minimal bonuses in 1998
(for the 1997 year) and the timing of certain commission and benefit payments.
The Company's working capital requirements for its continuing operations
are not anticipated to significantly increase in 2000.
During the year ended December 31, 1999, the Company used $62.5 million of
cash for investing activities compared with $231.8 million for the comparable
period in 1998. The decrease in cash used for investing activities is primarily
attributable to acquisitions. During 1998, the Company completed five
acquisitions, the largest of which was a 90% interest in Bioblock for
approximately $106 million (net of $32 million of cash acquired). The 1998
acquisitions were funded with cash flow from operations and $187 million of net
proceeds from new debt issued in November 1998. During 1999, the Company
completed two acquisitions and acquired the remaining shares of Bioblock for an
aggregate purchase price of $34.4 million. During the years ended December 31,
1999 and 1998, the Company made capital expenditures of $41.1 million and $67.2
million, respectively. The decrease in 1999 is primarily due to reduced
investments in global computer systems and the Company's distribution and
logistics network. The increase in proceeds from the sale of property, plant and
equipment is due to the receipt of proceeds in 1999 from the sale of the UniKix
Technology software business and increased fixed asset sales resulting from the
Company's consolidation plan. Capital expenditures in 2000 are expected to be at
a similar level as 1999. The Company's capital expenditures were primarily
funded by the Company's cash on hand, cash provided by operating activities and
financing activities.
Cash used in financing activities was $74.1 million in 1999 compared with
cash provided by financing activities of $129.3 million in 1998. Financing
activities in 1998 primarily related to the Transaction described in "Item
8 -- Financial Statements and Supplementary Data -- Note 2 -- Recapitalization
and Merger." Financing activities in 1999 primarily related to a $83.5 million
reduction in the amount of receivables sold under the accounts receivable
securitization facility.
In January 2000, the Company acquired a chemical manufacturing facility,
which will be incorporated into the domestic distribution segment, for
approximately $21 million in cash. The Company intends to continue to pursue
acquisitions of complementary businesses that will enhance growth and
profitability. The Company currently has no commitment, understanding or
arrangement relating to any additional material acquisition.
At December 31, 1999, the unused portion of the Company's Revolving
Facility and Receivables Securitization facility was approximately $129 million
and $148 million, respectively (see "Item 8 -- Financial Statements and
Supplementary Data -- Note 12 -- Debt"). The Company expects that 2000 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.
18
<PAGE> 19
RESTRUCTURING AND OTHER CHARGES
In the fourth quarter of 1999, the Company recorded a $1.5 million net
restructuring credit which consisted of $2.1 million of a current year
restructuring charge related to its long-term restructuring plan and a $3.6
million reversal of prior period restructuring charges due to revised estimates.
The current year restructuring charge to consolidate and downsize the Company's
German operations, which is included in the international distribution segment,
results from a plan that was adopted in December 1999. The charge relates to
severance and related costs for the termination of approximately 22 warehouse,
customer service, and sales employees. The severance and related costs are
expected to be substantially expended by the end of 2000. As a result of this
action, the Company expects a reduction in annual pretax operating expenses of
$1.6 million. The $3.6 million reversal of prior period restructuring charges is
comprised of (i) $3.0 million of severance due to organizational changes and
voluntary separations that occurred during 1999 which were not anticipated in
prior periods and (ii) $0.6 million due to revised estimates for the closing of
logistics centers in the United States. As part of the Company's long-term
warehouse consolidation strategy, additional warehouses may be closed in future
years. Charges for any additional warehouse closures will be recorded in future
years when known.
In the fourth quarter of 1998, the Company recorded $23.6 million of
restructuring and other charges which included $26.5 million of charges related
to its long-term restructuring plan and $2.9 million of reversals for
adjustments to prior period restructuring charges due to revised estimates. In
1998, restructuring and other charges included international asset impairment
charges attributable to the economic slowdown in the Far East, write-offs of
information systems due to a change in management's global information system
strategy, and employee separation and other exit costs due to a restructuring in
the U.S. and Europe of the Company's management team and selected components of
its sales force. These charges consisted of $13.6 million related to noncash
asset impairments, $12.0 million of accruals for employee separation
arrangements and $0.9 million of exit costs. The 1998 restructuring plan was
substantially completed during 1999. The remaining accruals, which primarily
relate to long-term severance arrangements, are expected to be substantially
expended by the end of 2001. The Company has realized an improvement in pretax
profitability of approximately $5 million resulting from the 1998 restructuring
plan and estimates that its annualized improvement will be approximately $6
million. See "-- Cautionary Factors Regarding Forward-Looking Statements".
During the fourth quarter of 1997 in conjunction with the annual business
planning process, the Company evaluated its business strategy for both its
domestic and international operations and, as a result, recorded restructuring
and other charges of $51.8 million related to its long-term restructuring plan.
The charges included costs associated with the closure of logistics and
customer-service centers and related asset write-offs in the United States and
internationally, the impairment of goodwill and property, plant and equipment
related to certain international operations and the impairment of
systems-related assets. The restructuring and other charges consist of $38.3
million related to noncash asset impairments, $9.1 million of accruals for
employee separation arrangements and $4.4 million of exit costs. The 1997
restructuring plan was substantially completed during 1999. The remaining
accruals, which primarily relate to long-term lease obligations, are expected to
be substantially expended by the end of 2001.
In 1995 the Company recorded a pre-tax restructuring charge of $34.3
million, which consisted of $18.2 million of noncash charges and $16.1 million
of accruals for employee separation arrangements and exit costs related to
consolidation efforts. The 1995 restructuring plan was substantially completed
during 1999. The remaining accruals, which primarily relate to long-term lease
obligations, are expected to be substantially expended by the end of 2001. The
Company has realized an improvement in pretax profitability of approximately $18
million resulting from the 1995 and 1997 restructuring plans and the integration
of CMS into the Company and estimates that its annualized improvement will be
approximately $22 million when fully completed. See "-- Cautionary Factors
Regarding Forward-Looking Statements".
EUROPEAN ECONOMIC AND MONETARY UNION
The Company conducts business in many of the 11 countries which have agreed
to join the European Economic and Monetary Union (the "EMU") and, among other
things, adopt a single currency called the
19
<PAGE> 20
Euro. On January 1, 1999, a three-year transition period for the Euro began and
the conversion rates between the Euro and the national currencies were fixed.
Business enterprises have the option of switching to the single currency at any
time prior to January 1, 2002. In connection with the upgrade of its management
information systems, the Company incorporated the necessary changes to allow it
to conduct business in Euros and the national currencies during the transition
period and entirely in Euros thereafter. The Company is not able to estimate or
segregate the costs relating to the conversion to the Euro, but management does
not believe that such costs will be material. The Company does not anticipate
that the conversion to the Euro will have a material impact on its future
results of operations.
ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activity," which will be effective for the Company beginning January
1, 2001. Management does not anticipate that the adoption of this statement will
have a material impact on the Company's financial statements.
CONTROL OF THE COMPANY
As a result of the Transaction, certain affiliates of THL ("THL Entities"),
Chase Equity Associates, L.P. ("Chase Equity"), Merrill Lynch & Co. ("Merrill
Lynch") and DLJ Merchant Banking Partners II, L.P. and certain of its affiliates
("DLJMB" and, together with the THL Entities, Chase Equity and Merrill Lynch,
the "Equity Investors") own 78.3% of the issued and outstanding Common Stock of
the Company, with the THL Entities owning 50.1% (of which 27.7% is voting and
22.4% is nonvoting) of such outstanding stock. Accordingly, the Equity Investors
control the Company and have the power to elect a majority of its directors,
appoint new management and approve any action requiring the approval of the
holders of recapitalized Common Stock of the Company, including adopting
amendments to the Company's certificate of incorporation and approving mergers
or sales of substantially all of the Company's assets. In connection with the
Transaction, the Equity Investors and certain members of management entered into
an Investor's Agreement dated January 21, 1998, as amended March 29, 1999 (the
"Investor's Agreement"). The Investor's Agreement provides that the Board of
Directors of the Company will comprise at least 9, but not more than 10
directors, four of whom will be appointed by the THL Entities, one of whom will
be appointed by DLJMB, one of whom will be Mr. Paul M. Montrone and one of whom
will be Mr. Paul M. Meister. The directors elected pursuant to the Investors'
Agreement will have the authority to make decisions affecting the capital
structure of the Company, including the issuance of additional capital stock,
the implementation of stock repurchase programs and the declaration of
dividends. There can be no assurance that the interests of the Equity Investors
will not conflict with the interests of the other shareholders.
CAUTIONARY FACTORS REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes forward-looking statements. All
statements other than statements of historical facts included in this Annual
Report on Form 10-K may constitute forward-looking statements. The Company has
based these forward-looking statements on its current expectations and
projections about future events. Although it believes that its assumptions made
in connection with the forward-looking statements are reasonable, there can be
no assurances that its assumptions and expectations will prove to have been
correct. These forward-looking statements are subject to various risks,
uncertainties and assumptions including, among other things:
1. the Company's outstanding indebtedness and its leverage, and the
restrictions imposed by its indebtedness;
2. the effects of domestic and international economic and business
conditions on the Company's businesses;
3. the high degree of competition of certain of the Company's businesses,
and the potential for new competitors to enter into these businesses;
4. the extent to which the Company undertakes new acquisitions or enters
into strategic joint ventures of partnerships;
5. future modifications to existing laws and regulations affecting the
environment, health and safety;
20
<PAGE> 21
6. discovery of unknown contingent liabilities, including environmental
contamination at the Company's facilities;
7. fluctuations in interest rates and in foreign currency exchange rates;
8. availability, or increases in the cost, of raw materials and other
inputs used to make the Company's products;
9. the loss of major customers or suppliers; and
10. the Company's ability to obtain sufficient resources to finance its
working capital and capital expenditure needs.
The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this report might not occur.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company operates manufacturing and logistical facilities as well as
offices around the world and utilizes fixed and floating rate debt to finance
its global operations. As a result, the Company is subject to business risks
inherent in non-U.S. activities, including political and economic uncertainty,
import and export limitations, and market risk related to changes in interest
rates and foreign currency exchange rates. The Company believes the political
and economic risks related to its foreign operations are mitigated due to the
stability of the countries in which its largest foreign operations are located.
In the normal course of business, the Company uses derivative financial
instruments including interest rate swaps and foreign currency forward exchange
contracts to manage its market risks. Additional information regarding the
Company's financial instruments is contained in Notes 6 and 12 to the Financial
Statements. The Company's objective in managing its exposure to changes in
interest rates is to limit the impact of such changes on earnings and cash flow
and to lower its overall borrowing costs. The Company's objective in managing
its exposure to changes in foreign currency exchange rates is to reduce
volatility on earnings and cash flow associated with such changes. The Company's
principal currency exposures are in the major European currencies and in
Canadian currency. The Company does not hold derivatives for trading purposes.
The Company measures its market risk, related to its holdings of financial
instruments based on changes in interest rates and foreign currency rates
utilizing a sensitivity analysis. The sensitivity analysis measures the
potential loss in fair values, cash flows and earnings based on a hypothetical
10% change in interest and currency exchange rates. The Company used year-end
market rates on its financial instruments to perform the sensitivity analysis.
Certain items such as lease contracts, insurance contracts, and obligations for
pension and other post-retirement benefits were not included in the analysis.
The Company's primary interest rate exposures relate to its cash, fixed and
variable rate debt and interest rate swaps. The potential loss in fair values is
based on an immediate change in the net present values of the Company's interest
rate sensitive exposures resulting from a 10% change in interest rates. The
potential loss in cash flows and earnings is based on the change in the net
interest income/expense over a one-year period due to an immediate 10% change in
rates. A hypothetical 10% change in interest rates does not have a material
impact on the fair values, cash flows or earnings of the Company for either 1999
or 1998.
The Company's primary currency rate exposures are to its intercompany debt,
cash and foreign currency forward contracts. The potential loss in fair values
is based on an immediate change in the U.S. dollar equivalent balances of the
Company's currency exposures due to a 10% shift in exchange rates. The potential
loss in cash flows and earnings is based on the change in cash flow and earnings
over a one-year period resulting from an immediate 10% change in currency
exchange rates. A hypothetical 10% change in the currency exchange rates does
not have a material impact on the fair values, cash flows or earnings of the
Company for either 1999 or 1998.
21
<PAGE> 22
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FISHER SCIENTIFIC INTERNATIONAL INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGES
-----
<S> <C>
Independent Auditors' Report................................ 23
Statement of Operations for the years ended December 31,
1999, 1998 and 1997....................................... 24
Balance Sheet at December 31, 1999 and 1998................. 25
Statement of Cash Flows for the years ended December 31,
1999, 1998 and 1997....................................... 26
Statement of Changes in Stockholders' Equity (Deficit) and
Comprehensive Income (Loss) for the years ended December
31, 1999, 1998 and 1997................................... 27
Notes to Financial Statements............................... 28
</TABLE>
22
<PAGE> 23
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Fisher Scientific International Inc.:
We have audited the accompanying balance sheet of Fisher Scientific
International Inc. and subsidiaries (the "Company") as of December 31, 1999 and
1998, and the related statements of operations, cash flows, and changes in
stockholders' equity (deficit) and comprehensive income (loss) for each of the
three years in the period ended December 31, 1999. Our audits also included the
financial statement schedule listed in the Index at Item 14(a)(2). These
financial statements and the financial statement schedule are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and financial statement schedule 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, the financial statements present fairly, in all material
respects, the financial position of Fisher Scientific International Inc. and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
New York, New York
February 8, 2000
23
<PAGE> 24
FISHER SCIENTIFIC INTERNATIONAL INC.
STATEMENT OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Sales....................................................... $2,469.7 $2,252.3 $2,175.3
Cost of sales............................................... 1,771.4 1,616.0 1,583.6
Selling, general and administrative expense................. 541.7 503.8 518.8
Transaction-related costs................................... -- 71.0 --
Restructuring and other charges............................. (1.5) 23.6 51.8
Loss from operations to be disposed of...................... 11.3 15.1 --
-------- -------- --------
Income from operations...................................... 146.8 22.8 21.1
Interest expense............................................ 104.2 90.3 23.0
Other (income) expense, net................................. (15.2) (7.2) 3.2
-------- -------- --------
Income (loss) before income taxes........................... 57.8 (60.3) (5.1)
Income tax provision (benefit).............................. 34.4 (10.8) 25.4
-------- -------- --------
Net income (loss)........................................... $ 23.4 $ (49.5) $ (30.5)
======== ======== ========
Net income (loss) per common share:
Basic..................................................... $ 0.59 $ (1.24) $ (0.30)
======== ======== ========
Diluted................................................... $ 0.55 $ (1.24) $ (0.30)
======== ======== ========
</TABLE>
See the accompanying notes to financial statements.
24
<PAGE> 25
FISHER SCIENTIFIC INTERNATIONAL INC.
BALANCE SHEET
(IN MILLIONS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1999 1998
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 50.3 $ 65.6
Receivables, net.......................................... 286.1 205.6
Inventories............................................... 223.3 220.9
Other current assets...................................... 75.1 69.0
-------- --------
Total current assets.............................. 634.8 561.1
Property, plant and equipment, net.......................... 247.5 246.0
Goodwill.................................................... 356.2 385.9
Other assets................................................ 164.1 149.9
Net assets of operations to be disposed of.................. -- 14.7
-------- --------
Total assets...................................... $1,402.6 $1,357.6
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Short-term debt........................................... $ 41.7 $ 19.7
Accounts payable.......................................... 307.6 246.3
Accrued and other current liabilities..................... 170.2 187.2
-------- --------
Total current liabilities......................... 519.5 453.2
Long-term debt.............................................. 1,011.1 1,022.0
Other liabilities........................................... 202.6 207.1
-------- --------
Total liabilities................................. 1,733.2 1,682.3
-------- --------
Commitments and contingencies (Note 13)..................... -- --
-------- --------
Stockholders' deficit:
Preferred stock ($0.01 par value;
15,000,000 shares authorized, none outstanding)........ -- --
Common stock ($0.01 par value; 100,000,000 shares
authorized; 40,096,605 and 40,073,935 shares issued;
and 40,052,940 and 40,034,150 shares outstanding, at
December 31, 1999 and 1998, respectively).............. 0.4 0.4
Capital in excess of par value............................ 315.8 313.3
Accumulated deficit....................................... (594.6) (618.2)
Accumulated other comprehensive loss...................... (51.6) (19.7)
Treasury stock, at cost, 43,665 and 39,785 shares at
December 31, 1999 and 1998, respectively............... (0.6) (0.5)
-------- --------
Total stockholders' deficit....................... (330.6) (324.7)
-------- --------
Total liabilities and stockholders' deficit....... $1,402.6 $1,357.6
======== ========
</TABLE>
See the accompanying notes to financial statements.
25
<PAGE> 26
FISHER SCIENTIFIC INTERNATIONAL INC.
STATEMENT OF CASH FLOWS
(IN MILLIONS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1999 1998 1997
------ ------- -------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)......................................... $ 23.4 $ (49.5) $ (30.5)
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
Transaction-related costs, net of cash expended......... -- 70.5 --
Restructuring and other charges, net of cash expended... (1.5) 23.6 51.6
Depreciation and amortization........................... 62.4 53.0 47.0
(Gain) loss on sale of property, plant and equipment and
write-offs............................................. (8.0) (2.5) 0.2
Deferred income taxes................................... 20.5 (17.8) (1.3)
Changes in working capital:
Receivables, net...................................... 8.1 2.3 22.0
Inventories, net...................................... 0.8 10.8 32.0
Other current assets.................................. (9.9) (4.6) 4.1
Accounts payable...................................... 57.0 45.3 (41.7)
Accrued and other current liabilities................. (13.1) 33.2 (14.8)
Net cash flow from operations to be disposed of......... 2.6 0.4 --
Other assets and liabilities............................ (21.0) (14.8) (22.5)
------ ------- -------
Cash provided by operating activities................. 121.3 149.9 46.1
------ ------- -------
Cash flows from investing activities:
Acquisitions, net of cash acquired........................ (34.4) (172.7) (11.6)
Capital expenditures...................................... (41.1) (67.2) (59.2)
Proceeds from sale of property, plant and equipment....... 16.0 8.1 19.1
Marketable securities proceeds and maturities............. -- -- 7.8
Other..................................................... (3.0) -- (6.8)
------ ------- -------
Cash used in investing activities..................... (62.5) (231.8) (50.7)
------ ------- -------
Cash flows from financing activities:
Common stock repurchased and conversion of options to
cash.................................................... -- (955.1) --
Proceeds from common stock sold to FSI.................... -- 303.0 --
Financing-related fees and expenses....................... -- (72.2) --
Changes in amounts sold under the accounts receivable
securitization, net..................................... (83.5) 105.2 --
Acquisition of treasury stock............................. (0.1) (0.5) --
Proceeds from sale of common stock........................ -- 0.5 --
Long-term debt proceeds................................... 9.1 947.2 97.2
Long-term debt payments................................... (10.1) (190.8) (111.2)
Change in short-term debt, net............................ 10.2 (8.0) 6.6
Proceeds from stock options exercised..................... 0.3 -- 6.7
Dividends paid............................................ -- -- (1.2)
------ ------- -------
Cash provided by (used in) financing activities....... (74.1) 129.3 (1.9)
------ ------- -------
Net change in cash and cash equivalents..................... (15.3) 47.4 (6.5)
Cash and cash equivalents -- beginning of year.............. 65.6 18.2 24.7
------ ------- -------
Cash and cash equivalents -- end of year.................... $ 50.3 $ 65.6 $ 18.2
====== ======= =======
Supplemental Cash Flow Information:
Cash paid during the year for:
Income taxes............................................ $ 16.0 $ 7.7 $ 19.6
====== ======= =======
Interest................................................ $ 97.7 $ 64.3 $ 23.0
====== ======= =======
</TABLE>
See the accompanying notes to financial statements.
26
<PAGE> 27
FISHER SCIENTIFIC INTERNATIONAL INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
AND COMPREHENSIVE INCOME (LOSS)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
ACCUMULATED
SHARES OTHER
CAPITAL IN SHARES TO BE RETAINED COMPREHENSIVE
COMMON EXCESS OF DEPOSITED DISTRIBUTED EARNINGS INCOME TREASURY
STOCK PAR VALUE IN TRUST FROM TRUST (DEFICIT) (LOSS) STOCK
------ ---------- --------- ----------- --------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1997.......... $ 0.2 $ 270.7 $ (6.0) $ -- $ 128.4 $ (7.1) $ --
Net loss.......................... -- -- -- -- (30.5) -- --
Foreign currency translation
adjustment...................... -- -- -- -- -- (14.5) --
Minimum pension liability......... -- -- -- -- -- (1.0) --
Subtotal -- comprehensive
(loss)........................ -- -- -- -- -- -- --
Proceeds from stock options....... -- 6.7 -- -- -- -- --
Tax benefit from exercise of stock
options......................... -- 1.5 -- -- -- -- --
Dividends ($0.06 per share)....... -- -- -- -- (1.2) -- --
Shares deposited in trust......... -- -- (0.1) -- -- -- --
------ ------- ------ ----- ------- ------ -----
Balance at December 31, 1997........ 0.2 278.9 (6.1) -- 96.7 (22.6) --
Net loss.......................... -- -- -- -- (49.5) -- --
Foreign currency translation
adjustment...................... -- -- -- -- -- 2.9 --
Subtotal -- comprehensive
(loss)........................ -- -- -- -- -- -- --
Five-for-one stock split.......... 0.3 (0.3) -- -- -- -- --
Common stock issued............... -- 0.5 -- -- -- -- --
Acquisition of treasury stock..... -- -- -- -- -- -- (0.5)
Reversal of changes in market
value of common stock held in
trust........................... -- -- 4.3 -- -- -- --
Reclass from other liabilities.... -- -- -- 29.8 -- -- --
Transaction-related activity:
Common stock repurchased and
conversion of options to
cash.......................... (0.2) (268.7) -- -- (686.2) -- --
Shares deposited in trust....... -- -- (28.0) -- -- -- --
Equity contribution by FSI...... 0.1 302.9 -- -- -- -- --
Conversion of employee stock
options....................... -- -- -- -- 55.7 -- --
Recapitalization fees and
expenses...................... -- -- -- -- (34.9) -- --
------ ------- ------ ----- ------- ------ -----
Balance at December 31, 1998........ 0.4 313.3 (29.8) 29.8 (618.2) (19.7) (0.5)
Net income........................ -- -- -- -- 23.4 -- --
Foreign currency translation
adjustment...................... -- -- -- -- -- (32.4) --
Minimum pension liability......... -- -- -- -- -- 0.5 --
Subtotal -- comprehensive
(loss)........................ -- -- -- -- -- -- --
Proceeds from stock options....... -- 0.3 -- -- -- -- --
Compensation related to the grant
of stock options................ -- 2.2 -- -- -- -- --
Distribution of ProcureNet to
stockholders.................... -- -- -- -- 0.2 -- --
Trust activity.................... -- -- (0.1) 0.1 -- -- --
Acquisition of treasury stock..... -- -- -- -- -- -- (0.1)
------ ------- ------ ----- ------- ------ -----
Balance at December 31, 1999........ $ 0.4 $ 315.8 $(29.9) $29.9 $(594.6) $(51.6) $(0.6)
====== ======= ====== ===== ======= ====== =====
<CAPTION>
COMPREHENSIVE
INCOME
TOTAL (LOSS)
------- -------------
<S> <C> <C>
Balance at January 1, 1997.......... $ 386.2
Net loss.......................... (30.5) $(30.5)
Foreign currency translation
adjustment...................... (14.5) (14.5)
Minimum pension liability......... (1.0) (1.0)
------
Subtotal -- comprehensive
(loss)........................ -- $(46.0)
======
Proceeds from stock options....... 6.7
Tax benefit from exercise of stock
options......................... 1.5
Dividends ($0.06 per share)....... (1.2)
Shares deposited in trust......... (0.1)
-------
Balance at December 31, 1997........ 347.1
Net loss.......................... (49.5) $(49.5)
Foreign currency translation
adjustment...................... 2.9 2.9
------
Subtotal -- comprehensive
(loss)........................ -- $(46.6)
======
Five-for-one stock split.......... --
Common stock issued............... 0.5
Acquisition of treasury stock..... (0.5)
Reversal of changes in market
value of common stock held in
trust........................... 4.3
Reclass from other liabilities.... 29.8
Transaction-related activity:
Common stock repurchased and
conversion of options to
cash.......................... (955.1)
Shares deposited in trust....... (28.0)
Equity contribution by FSI...... 303.0
Conversion of employee stock
options....................... 55.7
Recapitalization fees and
expenses...................... (34.9)
-------
Balance at December 31, 1998........ (324.7)
Net income........................ 23.4 $ 23.4
Foreign currency translation
adjustment...................... (32.4) (32.4)
Minimum pension liability......... 0.5 0.5
------
Subtotal -- comprehensive
(loss)........................ -- $ (8.5)
======
Proceeds from stock options....... 0.3
Compensation related to the grant
of stock options................ 2.2
Distribution of ProcureNet to
stockholders.................... 0.2
Trust activity.................... --
Acquisition of treasury stock..... (0.1)
-------
Balance at December 31, 1999........ $(330.6)
=======
</TABLE>
See the accompanying notes to financial statements.
27
<PAGE> 28
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- FORMATION AND BACKGROUND
Fisher Scientific International Inc. ("Fisher" or the "Company") was formed
in September 1991. The Company's operations are conducted throughout North and
South America, Europe, the Far East, the Middle East and Africa through one or
more subsidiaries, joint ventures, agents, and dealers. The Company is managed
in three business segments: domestic distribution, international distribution,
and laboratory workstations. The domestic and international distribution
segments engage in the supply, marketing, service and manufacture of scientific,
clinical, educational, and occupational health and safety products. The
laboratory workstations segment manufactures laboratory workstations, fume hoods
and computer (LAN) furniture.
Fisher provides more than 360,000 products and services for research and
analytical testing, healthcare, science education and occupational safety 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. The Company's largest supplier represents
approximately 9% of 1999 sales.
NOTE 2 -- RECAPITALIZATION AND MERGER
On January 21, 1998, approximately 87% of the fully diluted shares of
common stock of Fisher were converted into the right to receive $9.65 per share
in cash (approximately $955 million in the aggregate) pursuant to the Second
Amended and Restated Agreement and Plan of Merger dated as of November 14, 1997,
amending an Agreement and Plan of Merger dated August 7, 1997 (as amended, the
"Merger Agreement") between the Company and FSI Merger Corp. ("FSI"), a Delaware
corporation formed by Thomas H. Lee Company ("THL"), providing for the merger of
FSI with and into Fisher and the recapitalization of Fisher (collectively, "the
Transaction"). The Transaction established an election process that provided
stockholders the right to elect, subject to proration, for each share of Fisher
common stock held, to either receive $9.65 in cash or retain one share of common
stock, $.01 par value ("Common Stock"), in the recapitalized company. Vesting of
all outstanding options was accelerated.
As part of the Transaction, the Company recorded $71.0 million of expenses
consisting primarily of noncash compensation expense relating to the conversion
of employee stock options, the implementation of certain executive employment
agreements and the grant of options to certain executives in accordance with the
terms of the Transaction.
NOTE 3 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation -- The financial statements contain the
accounts of the Company and all majority-owned subsidiaries. Intercompany
accounts and transactions are eliminated.
Cash and Cash Equivalents -- Cash and cash equivalents consist primarily of
highly liquid investments with insignificant interest rate risk and original
maturities of three months or less at the date of acquisition.
Inventories -- Inventories are valued at the lower of cost or market, cost
being determined principally by the last-in, first-out ("LIFO") method for the
majority of the subsidiaries included in the domestic distribution segment and
by the first-in, first-out ("FIFO") method for all other subsidiaries.
Property, Plant and Equipment -- Property, plant and equipment is recorded
at cost and is generally depreciated based upon the following estimated useful
lives: buildings and improvements 5 to 33 years and machinery, equipment and
other 3 to 12 years. Depreciation is computed principally using the
straight-line method.
28
<PAGE> 29
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
Goodwill -- Goodwill is being amortized for financial statement purposes on
a straight-line basis over 5 to 40 years. The amounts presented are net of
accumulated amortization of $74.5 million and $59.9 million at December 31, 1999
and 1998, respectively.
Intangible Assets -- 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
$19.0 million and $15.8 million at December 31, 1999 and 1998, respectively.
During 1999, 1998, and 1997, the Company amortized $3.2 million, $3.7 million,
and $3.5 million, respectively, of intangible assets.
Impairment of Long-Lived Assets -- Impairment losses are recorded on
long-lived assets used in operations when indicators of impairment are present
and the anticipated undiscounted operating cash flow generated by those assets
are less than the assets' carrying value.
Revenue Recognition -- The Company recognizes revenue from product sales at
the time products are shipped.
Deferred Debt Issue Costs -- Deferred debt issue costs of $32.3 million and
$36.7 million at December 31, 1999 and 1998, respectively, relate to the
Company's 9% Notes, 7 1/8% Notes and Credit Facility debt. Deferred debt issue
costs are included in Other Assets and are amortized using the effective
interest rate method over the term of the related debt. During 1999, 1998, and
1997, the Company amortized $4.4 million, $4.8 million, and $0.7 million,
respectively, of capitalized debt issue costs.
Other (income) expense, net represents interest income on cash and cash
equivalents and other non-operating income and expense items.
Foreign Currency Translation -- Assets and liabilities of the Company's
foreign subsidiaries, where the functional currency is the local currency, are
translated into U.S. dollars using year-end exchange rates. Revenues and
expenses of foreign subsidiaries are translated at the average exchange rates in
effect during the year. Adjustments resulting from financial statement
translations are included in a separate component of stockholders' equity. Gains
and losses resulting from foreign currency transactions are reported on the
income statement line item "other (income) expense, net," when recognized.
Financial Instruments -- The Company enters into forward currency contracts
to hedge exposure to fluctuations in foreign currency rates. Gains and losses on
the Company's forward currency contracts generally offset gains and losses on
certain firm commitments of the Company. Gains and losses on these positions are
deferred and included in the basis of the transaction when it is completed. At
December 31, 1999, the outstanding forward currency contracts all had maturities
of less than twelve months. Cash flows from forward currency contracts accounted
for as hedges are classified in the Statement of Cash Flows in the same category
as the item being hedged or on a basis consistent with the nature of the
instrument.
Interest-Rate Swap Agreements -- The Company enters into interest-rate swap
agreements in order to manage its exposure to interest-rate fluctuations.
Net-interest differentials to be paid or received are included in interest
expense. Any undesignated interest rate swap agreements are immediately
marked-to-market.
Accounting Pronouncements -- In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activity," which will be
effective for the Company beginning January 1, 2001. Management does not
anticipate that the adoption of this statement will have a material impact on
the Company's financial statements.
Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial
29
<PAGE> 30
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Reclassifications -- Certain prior year amounts have been reclassified to
conform to their current presentation.
NOTE 4 -- ACQUISITIONS
In December 1998, Fisher purchased for approximately $138 million in cash
approximately 90% of Bioblock Scientific S.A. ("Bioblock"), a leading
distributor of scientific and laboratory instrumentation in France. At the time
of the acquisition, Bioblock had approximately $32 million of cash and cash
equivalents on hand. In addition, the Company acquired the remaining Bioblock
shares in January 1999 for an additional $14 million, bringing Fisher's total
ownership position to 100%. The excess of purchase price over the fair value of
all net assets acquired was approximately $90 million and is being amortized
over 25 years.
The following unaudited pro forma financial information presents the
consolidated results of operations as if the acquisition of Bioblock had
occurred at the beginning of 1998 and 1997 (in millions, except per share
amounts).
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1998 1997
---------- ----------
<S> <C> <C>
Sales....................................................... $2,325.8 $2,243.8
Net loss.................................................... (57.3) (37.2)
Loss per common share:
Basic..................................................... $ (1.43) $ (0.37)
Diluted................................................... (1.43) (0.37)
</TABLE>
The pro forma financial information includes the results of Bioblock
combined with the Company's historical results (including the 1998 and 1997
restructuring charges described in Note 19 and Transaction related costs
described in Note 2), 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 Bioblock occurred on the assumed date, nor does it
project the Company's results of operations for any future period.
In January 1999, the Company acquired Columbia Diagnostics Inc., a
Virginia-based provider of laboratory products and supplies to the healthcare
industry, which is included in the domestic distribution segment, and Structured
Computer Systems ("SCS"), a Connecticut-based provider of procurement and
materials management solutions to businesses, which is included in the
ProcureNet business of the technology segment. Fisher recorded a $5.2 million
write-off for in-process research and development costs related to the
acquisition of SCS. Net cash consideration paid for acquisitions during 1999,
including the remaining 10% of Bioblock, was approximately $34.4 million.
In August of 1998, the Company acquired the net assets of Systems
Manufacturing Corporation, a manufacturer of local area network ("LAN")
furniture and command bridges, for $58 million in cash. The Company also made
three smaller acquisitions with an aggregate purchase price of approximately $11
million in cash during 1998. These acquisitions were accounted for as purchases.
During 1997, the Company made several small acquisitions for an aggregate
purchase price of approximately $12 million. These acquisitions were accounted
for as purchases.
Operations of the companies and businesses acquired have been included in
the accompanying financial statements from their respective dates of
acquisition. These acquisitions are not material to the Company's financial
statements. The excess of the purchase price over the fair value of all net
assets acquired in 1999,
30
<PAGE> 31
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
1998 and 1997 was approximately $14 million, $151 million and $10 million,
respectively, and is being amortized over 5 to 25 years.
NOTE 5 -- OPERATIONS TO BE DISPOSED OF
In December 1998, the Company's Board of Directors approved a plan to
dispose of the Company's technology business segment through (i) a spinoff (the
"Spinoff") of ProcureNet Inc. ("ProcureNet"), the Company's outsourcing and
supply chain management technology business, and (ii) the sale of the UniKix
Technology software business. As part of the Spinoff, which was consummated on
April 15, 1999, the Company and ProcureNet entered into a transitional services
agreement pursuant to which Fisher will provide ProcureNet with certain
management and other administrative services and ProcureNet will continue to
provide Fisher and its customers with third party procurement and electronic
commerce support and services.
During the first quarter of 1999, ProcureNet entered into debt obligations
to Fisher totaling $19 million. These notes bear interest at an annual rate of
9% and are due and payable on December 31, 2007. Subsequent to the Spinoff, the
Company fulfilled its credit commitment to ProcureNet by providing an additional
$3 million in loans on terms similar to those of the existing notes. In
accordance with the terms of the notes and at the option of ProcureNet, accrued
interest of $1.7 million was converted to principal during 1999.
In July 1999, the Company completed the sale of UniKix for cash proceeds of
approximately $5 million. A gain on the sale of $2.5 million was recognized and
is included in other (income) expense, net.
Revenues, costs and expenses, assets and liabilities, and cash flows of the
technology segment have been excluded from their respective captions in the
Statement of Operations, Balance Sheet, and Statement of Cash Flows. These items
have been reported as "loss from operations to be disposed of," "net assets of
operations to be disposed of" and "net cash flows from operations to be disposed
of" as of and for the years ended December 31, 1999 and 1998.
Summarized financial information for the technology segment, which includes
the results of operations of ProcureNet through April 15, 1999 and UniKix
through July 22, 1999, is set for below (in millions):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Net sales........................................... $21.1 $59.5 $41.0
Operating loss...................................... 11.3 15.1 14.3
Current assets...................................... -- 12.2 11.3
Current liabilities................................. -- 10.1 12.1
Total assets........................................ $ -- $24.6 $28.8
Total liabilities................................... -- 9.9 12.1
----- ----- -----
Net assets of operations to be disposed of........ $ -- $14.7 $16.7
===== ===== =====
</TABLE>
The operating loss in 1999 includes a $5.2 million write-off for in-process
research and development costs related to the acquisition of SCS. The operating
loss in 1998 includes restructuring and other nonrecurring costs of $3.5
million. All balance sheet data presented above exclude intercompany
obligations.
NOTE 6 -- FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist primarily of cash in banks,
receivables, debt and interest rate swaps. In addition, the Company has forward
foreign currency contracts that hedge certain firm commitments.
31
<PAGE> 32
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
The carrying amounts for cash and cash equivalents, receivables, and
short-term debt approximate fair value due to the short-term nature of these
instruments. The carrying and fair values of long-term debt were $1,011.1
million and $999.6 million, respectively, at December 31, 1999 and $1,022.0
million and $1,011.6 million, respectively, at December 31, 1998. The fair value
of the long-term fixed rate debt was estimated based on current quotes from bond
traders making a market in the debt instrument. The fair value of debt with
variable rates approximates the net carrying value. At December 31, 1999, the
Company had outstanding forward foreign currency contracts with notional amounts
totaling approximately $9 million. The fair value of these contracts was
insignificant. The Company also had off-balance-sheet standby letters of credit
with a notional amount of $46.0 million with no unrealized gain or loss at
December 31, 1999.
At December 31, 1999, the Company was a party to two interest-rate swap
agreements in which the Company exchanged its floating-rate obligation on $120
million notional principal amount for a fixed-rate payment obligation of 5.6425%
per annum through January 23, 2001 and on $210 million notional principal amount
for a fixed- rate payment obligation of 5.7375% per annum through January 23,
2003. In the unlikely event that the counterparty fails to meet the terms of the
interest-rate swap agreement, the Company's exposure is limited to the
interest-rate differential on the notional amount at each quarterly settlement
period over the life of the agreements. The Company does not anticipate
nonperformance by the counterparty. The fair values of interest-rate swap
agreements are the estimated amounts that the Company would receive to terminate
the agreements at the reporting date, taking into account current interest
rates, the market expectation for future interest rates and the current
creditworthiness of the Company. The fair value of these interest-rate swap
agreements as of December 31, 1999, based upon quoted market prices, was $7.3
million of which approximately $2.3 million was recorded at December 31, 1999
for the undesignated portion.
None of the Company's financial instruments represents a concentration of
credit risk because the Company deals with a variety of major banks worldwide,
and its accounts receivable are spread among a number of customers and
geographic areas. None of the Company's off-balance-sheet financial instruments
would result in a significant loss to the Company if the other party failed to
perform according to the terms of its agreement, as any such loss would
generally be limited to the unrealized gain on any contract.
NOTE 7 -- RECEIVABLES
The following is a summary of receivables at December 31 (in millions):
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Trade and other receivables................................. $321.0 $233.4
Allowance for doubtful accounts............................. (34.9) (27.8)
------ ------
Receivables, net.......................................... $286.1 $205.6
====== ======
</TABLE>
NOTE 8 -- INVENTORIES
The following is a summary of inventories by major category at December 31
(in millions):
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Raw material................................................ $ 21.8 $ 19.5
Work in process............................................. 2.7 3.7
Finished products........................................... 198.8 197.7
------ ------
Total............................................. $223.3 $220.9
====== ======
</TABLE>
32
<PAGE> 33
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
Inventories valued using the LIFO method amounted to $152.7 million and
$153.4 million at December 31, 1999 and 1998, respectively, which were below
estimated replacement cost by approximately $24.1 million and $26.4 million for
the years ended December 31, 1999 and 1998, respectively.
NOTE 9 -- OTHER CURRENT ASSETS
The following is a summary of other current assets at December 31, (in
millions):
<TABLE>
<CAPTION>
1999 1998
----- -----
<S> <C> <C>
Deferred income taxes....................................... $51.2 $51.8
Other....................................................... 23.9 17.2
----- -----
Total............................................. $75.1 $69.0
===== =====
</TABLE>
NOTE 10 -- PROPERTY, PLANT AND EQUIPMENT
The following is a summary of property, plant and equipment by major class
of asset at December 31 (in millions):
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Land, buildings and improvements............................ $175.5 $176.0
Machinery, equipment and other.............................. 193.6 176.6
------ ------
Total............................................. 369.1 352.6
Accumulated depreciation.................................... (121.6) (106.6)
------ ------
Property, plant and equipment, net........................ $247.5 $246.0
====== ======
</TABLE>
NOTE 11 -- ACCRUED AND OTHER CURRENT LIABILITIES
The following is a summary of accrued and other current liabilities at
December 31 (in millions):
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Wages and benefits.......................................... $ 39.2 $ 43.0
Interest.................................................... 24.0 22.0
Other....................................................... 107.0 122.2
------ ------
Total............................................. $170.2 $187.2
====== ======
</TABLE>
NOTE 12 -- DEBT
The following is a summary of debt and other obligations at December 31 (in
millions):
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
9% Senior Subordinated Notes (net of a discount of $6.2
million and $7.0 million in 1999 and 1998,
respectively)............................................. $ 593.8 $ 593.0
Credit Facility............................................. 248.5 253.7
7 1/8% Notes (net of a discount of $0.8 million and $0.9
million in 1999 and 1998, respectively)................... 149.2 149.1
Other....................................................... 61.3 45.9
Less short-term debt........................................ (41.7) (19.7)
-------- --------
Total............................................. $1,011.1 $1,022.0
======== ========
</TABLE>
33
<PAGE> 34
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
On January 21, 1998, in connection with the Transaction, Fisher entered
into new debt financing arrangements, providing for up to $469.2 million of
senior bank financing (the "Credit Facility"), a $150 million receivables
securitization facility (the "Receivables Securitization") and $400 million of
9% Senior Subordinated Notes due 2008 (the "9% Notes"). The proceeds of the 9%
Notes, together with a portion of the proceeds of the Credit Facility, were used
to finance the conversion into cash of the common stock then outstanding that
were not retained by existing stockholders and employees, to refinance $107.8
million of indebtedness outstanding on the date of the Transaction and to pay
related fees and expenses of the Transaction. In addition, the Credit Facility
will be used to provide for the Company's working capital requirements and
future acquisitions, if any.
In March 1998, the Company paid down $40.0 million of borrowings under the
Credit Facility, funded by $20 million of proceeds from the sale of accounts
receivable under the Receivables Securitization, increasing that facility limit
to $170 million, and $20 million of cash generated by operations. As of December
31, 1999, the Credit Facility consisted of (i) a $248.5 million term loan
facility (the "Term Facility") consisting of (a) a $103.1 million tranche A term
loan ("Tranche A"), (b) a $86.0 million tranche B term loan ("Tranche B") and
(c) a $59.4 million tranche C term loan ("Tranche C"); and (ii) a $175.0 million
revolving credit facility (the "Revolving Facility"). Of the $248.5 million
outstanding under the Term Facility, $201.7 million is denominated in U.S.
dollars, $34.4 million is denominated in British pounds and $12.4 million is
denominated in Canadian dollars. Borrowings under the Term Facility and
Revolving Facility bear interest at a range of rates, based upon the Company's
leverage ratio, equal to, at the Company's option, the following: Tranche A and
Revolving Facility, LIBOR plus 1.25% to 2.25% or Prime Rate plus 0.25% to 1.25%;
Tranche B, LIBOR plus 2.25% to 2.50% or Prime Rate plus 1.25% to 1.50%; and
Tranche C, LIBOR plus 2.50% to 2.75% or Prime Rate plus 1.50% to 1.75%. The
Company also pays a commitment fee equal to .50% per annum of the undrawn
portion of each lender's commitment from time to time. Interest rates at
December 31, 1999 were as follows: Tranche A -- 8.50% (LIBOR plus 2.00%); Trance
B -- 8.75% (LIBOR plus 2.25%); and Tranche C -- 9.00% (LIBOR plus 2.50%). The
Term Facilities have the following maturity periods from the date of inception:
Tranche A -- 6 years, Tranche B -- 7 years and Tranche C -- 7.75 years. The
Revolving Facility expires six years from the date of inception. The mandatory
repayment schedule of the Term Facility over the next five years and thereafter
is as follows: $14.6 million in 2000, $18.9 million in 2001, $31.8 million in
2002, $23.2 million in 2003, $63.6 million in 2004, and $96.4 million in years
subsequent to 2004.
The obligations of Fisher and the subsidiary borrowers under the Credit
Facility are secured by substantially all assets of the Company and its material
domestic subsidiaries, a pledge of the stock of all domestic subsidiaries, and a
pledge of 65% of the stock of material foreign subsidiaries, which are direct
subsidiaries of the Company or one of its material domestic subsidiaries.
Obligations of each foreign subsidiary borrower are secured by a pledge of 100%
of the shares of such borrower. The obligations of Fisher and the subsidiary
borrowers are further guaranteed by Fisher and each material domestic subsidiary
of Fisher.
The Credit Facility contains covenants of the Company and the subsidiary
borrowers, including, without limitation, restrictions on (i) indebtedness, (ii)
the sale of assets, (iii) mergers, acquisitions and other business combinations,
(iv) minority investments, (v) the payment of cash dividends to shareholders,
and (vi) various financial covenants. The financial covenants include
requirements to maintain certain levels of interest coverage, debt to earnings
before interest, taxes, depreciation and amortization ("EBITDA" or leverage
ratio) and minimum EBITDA and to limit capital expenditures. The Company is in
compliance with all covenants at December 31, 1999. Loans under the Term
Facility are required to be prepaid with 50% of excess cash flow (as defined in
the Credit Facility and subject to certain limits as specified therein), certain
equity issuances of the Company, 100% of net-cash proceeds of certain asset
sales, certain insurance and condemnation proceeds, and certain debt issuances
of the Company.
The Receivables Securitization relates to the sale, on a revolving basis,
of certain of the accounts receivable of Fisher Scientific Company, L.L.C., a
Delaware limited liability corporation ("FSC"), to a
34
<PAGE> 35
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
bankruptcy remote subsidiary of FSC that entered into an agreement to transfer,
on a revolving basis, an undivided percentage ownership interest in a designated
pool of accounts receivable up to a maximum amount based on a defined calculated
percentage of the outstanding accounts receivable balance. At December 31, 1999,
the Company had availability of $148.3 million under the Receivables
Securitization. The facility has a maturity of five years, and the effective
interest rate is approximately one month LIBOR plus 50 basis points.
On January 21, and November 20, 1998, the Company issued $400 million and
$200 million, respectively, of 9% Senior Subordinated Notes. The 9% Senior
Subordinated Notes issued in January were issued at par while the 9% Senior
Subordinated Notes issued in November were issued net of an approximate $7
million discount. The 9% Senior Subordinated Notes will mature on February 1,
2008 with interest payable semiannually in arrears on February 1 and August 1 of
each year commencing August 1, 1998. The 9% Notes are unsecured senior
subordinated obligations of the Company, subordinated in right of payment to all
existing and future senior indebtedness and rank pari passu in light of payment
with all other existing and future senior subordinated indebtedness of the
Company. The 9% Notes are redeemable at the option of the Company at any time
after February 1, 2003 at an initial redemption price of 104.5%, declining
ratably to par on or after February 1, 2006. In addition, on or prior to
February 1, 2001, the Company may redeem up to 40% of the original principal
amount of the 9% Notes at a redemption price of 109% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of redemption
with the net cash proceeds of one or more public equity offerings, provided that
at least 60% of the aggregate principal amount of the 9% Notes originally issued
remains outstanding immediately after the occurrence of such redemption. Upon a
Change of Control Triggering Event (as defined in the Indenture under which the
9% Notes are issued), the Company will be required to make an offer to purchase
all outstanding 9% Notes at 101% of the principal amount thereof, together with
accrued and unpaid interest, if any, to the date of purchase.
The Indenture under which the 9% Notes are issued contains covenants that
restrict, among other things, (i) the ability of the Company and its
subsidiaries to incur additional indebtedness, (ii) pay dividends or make
certain other restricted payments, (iii) merge or consolidate with any other
person, and (iv) make minority investments, and contains other various covenants
that are customary for transactions of this type.
The Company also has outstanding $150.0 million aggregate principal amount
of 7 1/8% Notes due December 15, 2005, which were sold on December 18, 1995 at a
price to the public equal to 99.184% of principal bringing the effective
interest rate to 7.5%.
On November 20, 1998, the Company borrowed $8.8 million from LaSalle
National Bank, as lender, pursuant to the Illinois State Treasurer's Economic
Program ("STEP"). The Company was eligible for the STEP benefits based on its
creation of permanent jobs in the state of Illinois. The Company subsequently
pledged a first lien mortgage on the property at Hanover Park which was approved
by the lenders under the Credit Facility. The Company used the amounts borrowed
under the loan agreement to finance part of the consolidation of the Midwestern
distribution centers into one central location. The loan agreement provides for
an interest rate of 4.90% up until November 20, 2000, and an interest rate
thereafter of 0.25% plus the rate for U.S. Treasury Bonds maturing over a three
year period.
At December 31, 1999, the Company had letters of credit outstanding
totaling $46.0 million, which primarily represent guarantees issued to local
banks in support of borrowings by foreign subsidiaries of the Company,
guarantees with respect to various insurance activities as well as performance
letters of credit issued in the normal course of business. In addition, the
Company has $6.4 million of insurance related letters of credit related to its
inactive insurance subsidiary, each of which is collateralized by the cash of
such subsidiary.
35
<PAGE> 36
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 13 -- COMMITMENTS AND CONTINGENCIES
The following is a summary of annual future minimum lease and rental
commitments under operating leases as of December 31, 1999 (in millions):
<TABLE>
<S> <C>
2000........................................................ $18.7
2001........................................................ 14.2
2002........................................................ 10.1
2003........................................................ 7.5
2004........................................................ 5.7
Thereafter.................................................. 31.2
-----
Net minimum lease payments.................................. $87.4
=====
</TABLE>
Total rental expense included in the accompanying statement of operations
amounted to $20.8 million in 1999, $19.4 million in 1998, and $18.7 million in
1997.
There are various lawsuits and claims pending against the Company involving
contract, product liability and other issues. In addition, the Company has
assumed certain insurance liabilities, including liabilities related to an
inactive insurance subsidiary, primarily related to certain historical
businesses of its former parent, including those related to workers'
compensation, employers' liability, automobile, general and product liability.
In view of the Company's financial condition and the accruals established for
related matters, based on management's knowledge to date, management does not
believe that the ultimate liability, if any, related to these matters will have
a material adverse effect on the Company's financial condition or results of
operations.
The Company is currently involved in various stages of investigation and
remediation 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. However, such costs could be material. Accruals
for environmental liabilities are recorded, based on current interpretations of
environmental laws and regulations, when it is probable that a liability has
been incurred and the amount of such liability can be reasonably estimated.
Estimates are established based upon reports prepared by environmental
specialists, management's knowledge to date and its experience with the
foregoing environmental matters, and include potential costs for investigation,
remediation, operation and maintenance of cleanup sites and related capital
expenditures. Accrued liabilities for environmental matters were $32.5 million
and $34.2 million at December 31, 1999 and 1998, respectively. Although these
amounts do not include third-party recoveries, certain sites may be subject to
indemnification. Management believes this accrual is adequate for the
environmental liabilities expected to be incurred, and, as a result, believes
that the ultimate liability incurred with respect to environmental matters will
not have a material adverse effect on the Company's financial position or
results of operations. However, future events, such as changes in existing laws
and regulations, changes in agency direction or enforcement policies or changes
in the conduct of Fisher's operations, may give rise to additional remedial or
compliance costs which could have a material adverse effect on the Company's
financial position or results of operations.
NOTE 14 -- STOCKHOLDERS' EQUITY (DEFICIT)
The Preferred Stock and the Common Stock of the Company are each issuable
in one or more series or classes, any or all of which may have such voting
powers, full or limited, or no voting powers, and such designations, preferences
and related participating, optional or other special rights and qualifications,
limitations or restrictions thereof, as are set forth in the Restated
Certificate of Incorporation of Fisher or any amendment thereto, or in the
resolution or resolutions providing for the issue of such stock adopted by
Fisher's
36
<PAGE> 37
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
Board of Directors, which is expressly authorized to set such terms for any such
issue. At December 31, 1999, the Company's outstanding Common Stock included
13,035,290 of nonvoting shares. Warrants to purchase 2,583,315 shares of Common
Stock at $9.65 per share were issued as part of the Transaction and remain
outstanding at December 31, 1999.
On March 9, 1998, Fisher's Board of Directors declared a five-for-one stock
split on the Company's Common Stock. As a result of the stock split, four
additional shares of Common Stock were issued for each share of Common Stock
held by the stockholders of record as of the close of business on March 19,
1998. All references in this report to the number of shares and per-share
amounts have been restated as appropriate to give effect to the stock split. On
May 12, 1998, the stockholders of the Company approved the Amendment to the
Restated Certificate of Incorporation of the Company increasing the authorized
number of shares of Common Stock that may be issued from 50,000,000 to
100,000,000. Effective March 29, 1999, certain equity investors exchanged
9,000,000 shares of Common Stock for the same amount of nonvoting Common Stock.
NOTE 15 -- EARNINGS PER SHARE
The following is a reconciliation of the shares used in the computation of
basic and diluted earnings (loss) per share for 1999, 1998, and 1997 (in
millions):
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- -----
<S> <C> <C> <C>
Weighted average shares of common stock outstanding used in
the
computation of basic earnings (loss) per share............ 40.0 40.0 101.5
Common stock equivalents.................................... 2.8 -- --
---- ---- -----
Shares used in the computation of diluted earnings
(loss) per share..................................... 42.8 40.0 101.5
==== ==== =====
</TABLE>
The weighted average amount of outstanding antidilutive common stock
options excluded from the computation of diluted earnings (loss) per share was
1.6 million, 7.3 million and 0.3 million at December 31, 1999, 1998, and 1997,
respectively. Additionally, at December 31, 1998, the Company had antidilutive
warrants outstanding to purchase 2.6 million shares that were excluded from the
computation of diluted earnings per share.
Weighted average common shares outstanding at December 31, 1999 and 1998
are based on the Company's recapitalized structure and reflect the five-for-one
stock split declared on March 9, 1998. Weighted average common shares
outstanding at December 31, 1997 are based on the Company's capital structure at
that time (prior to the recapitalization) and have been restated to reflect the
aforementioned stock split.
NOTE 16 -- INCOME TAXES
The domestic and foreign components of income (loss) before income taxes
are as follows (in millions):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1999 1998 1997
----- ------ ------
<S> <C> <C> <C>
Domestic.................................................. $44.1 $(49.1) $ 44.4
Foreign................................................... 13.7 (11.2) (49.5)
----- ------ ------
Income (loss) before income taxes.................... $57.8 $(60.3) $ (5.1)
===== ====== ======
</TABLE>
37
<PAGE> 38
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
The components of the income tax provision (benefit) are as follows (in
millions):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1999 1998 1997
----- ------ -----
<S> <C> <C> <C>
Current income tax expense (benefit):
Federal.................................................. $ 8.9 $ 3.1 $16.8
State.................................................... (1.0) 0.4 5.9
Foreign.................................................. 6.0 3.5 4.0
----- ------ -----
Total current.................................... 13.9 7.0 26.7
----- ------ -----
Deferred income tax expense (benefit):
Federal.................................................. 8.3 (13.8) (2.5)
State.................................................... 6.5 (4.0) (0.3)
Foreign.................................................. 5.7 -- 1.5
----- ------ -----
Total deferred................................... 20.5 (17.8) (1.3)
----- ------ -----
Total income tax provision (benefit)....................... $34.4 $(10.8) $25.4
===== ====== =====
</TABLE>
The principal items accounting for the differences in taxes on income
(loss) computed at the applicable U.S. statutory rate and as recorded are as
follows (in millions):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1999 1998 1997
----- ------ -----
<S> <C> <C> <C>
Taxes computed at statutory rate........................... $20.2 $(21.1) $(1.8)
Foreign taxes over U.S. rate and foreign losses not tax
benefitted............................................... 5.5 6.3 21.4
State income taxes (net of federal benefit)................ 3.5 (2.4) 3.6
Increase in valuation allowance............................ -- -- 2.4
Nondeductible permanent items.............................. 6.0 5.2 --
Other...................................................... (0.8) 1.2 (0.2)
----- ------ -----
Income tax provision (benefit)........................... $34.4 $(10.8) $25.4
===== ====== =====
</TABLE>
The tax effects of temporary items that gave rise to significant portions
of the deferred tax accounts are as follows at December 31 (in millions):
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Deferred tax assets:
Postretirement benefit costs other than pensions.......... $ 29.3 $ 30.6
Environmental accruals.................................... 13.2 13.2
Operating loss and tax credit carryforwards............... 34.1 33.2
Goodwill.................................................. 4.4 8.2
Accrued employee benefits................................. 27.2 24.6
Restructuring accruals.................................... 6.3 13.4
Other items not deductible until paid..................... 39.7 49.4
------ ------
Gross deferred tax assets................................. 154.2 172.6
Less valuation allowance.................................. (31.7) (37.7)
------ ------
Net deferred tax asset................................. $122.5 $134.9
====== ======
</TABLE>
38
<PAGE> 39
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Deferred tax liabilities:
Goodwill.................................................. $ 19.8 $ 16.6
Property, plant and equipment............................. 10.7 6.8
Other..................................................... 7.0 12.7
------ ------
Total............................................. $ 37.5 $ 36.1
====== ======
</TABLE>
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, 1999, the Company had
accumulated foreign net operating loss carryforwards for tax purposes of
approximately $69.9 million, and state net operating losses of approximately
$57.7 million. These net operating losses expire as follows (in millions):
<TABLE>
<CAPTION>
FOREIGN STATE
------- -----
<S> <C> <C>
2000........................................ $ 1.3 $ --
2001........................................ 1.3 8.1
2002........................................ 2.2 6.3
2003........................................ 1.8 2.6
2004........................................ 0.4 2.2
2005........................................ -- 4.0
2006........................................ -- 3.2
2013........................................ -- 5.9
2014........................................ -- 4.7
2018........................................ -- 11.3
2019........................................ -- 9.4
No Expiration............................... 62.9 --
----- -----
Total.................................. $69.9 $57.7
===== =====
</TABLE>
SFAS No. 109 requires that deferred tax assets be reduced by a valuation
allowance if it is more likely than not that some portion or all of the deferred
tax asset will not be realized. The valuation allowances at December 31, 1999
and 1998 predominantly represent allowances against foreign net operating losses
which are not anticipated to result in future tax benefits. At December 31, 1999
and 1998, $0.5 million and $1.5 million, respectively, relates to deferred tax
assets applicable to net operating loss carryforwards of acquired companies
(subsequent recognition of tax benefits, if any, will result in a reduction of
goodwill).
At December 31, 1999, the Company had not recognized a deferred tax
liability on approximately $36 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.
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.
39
<PAGE> 40
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 17 -- RETIREMENT BENEFITS
The Company has defined benefit pension plans available to substantially
all employees that are either fully paid for by the Company or provide for
mandatory employee contributions as a condition of participation. Effective July
1, 1997, the Company amended the U.S. plans to change the current pension
benefit formula to reflect that of a cash balance plan. Under the cash balance
plan, a participating employee accumulates a cash balance account which is
credited monthly with a 3.5% of compensation allocation and interest. The
Company's funding policy is to contribute annually the statutorily required
minimum amount as actuarially determined.
The Company, generally at its own discretion, provides a postretirement
health care program that is administered by the Company to employees who elect
to and are eligible to participate. Fisher funds a portion of the costs of this
program on a self-insured and insured-premium basis and, for the years ended
December 31, 1999, 1998 and 1997, made premium payments totaling $1.7 million,
$1.7 million and $1.5 million, respectively.
The changes in benefit obligations and plan assets were as follows at
December 31 (in millions):
<TABLE>
<CAPTION>
OTHER
POSTRETIREMENT
PENSION BENEFITS BENEFITS
----------------- ---------------
1999 1998 1999 1998
------- ------- ------ ------
<S> <C> <C> <C> <C>
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year..................... $233.1 $213.9 $32.7 $34.2
Service costs............................................. 9.5 8.1 0.4 0.7
Interest costs............................................ 15.1 14.6 1.8 2.1
Plan amendment............................................ 1.6 -- -- --
Special termination benefit............................... -- 0.7 -- --
Curtailment............................................... -- 1.3 -- --
Actuarial (gain) loss..................................... (8.0) 10.1 (6.3) (2.6)
Acquisition............................................... 0.9 -- -- --
Benefits paid............................................. (13.6) (15.6) (1.7) (1.7)
------ ------ ----- -----
Benefit obligation at end of year........................... $238.6 $233.1 $26.9 $32.7
====== ====== ===== =====
</TABLE>
<TABLE>
<CAPTION>
PENSION BENEFITS
----------------
1999 1998
------ ------
<S> <C> <C>
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year.............. $251.9 $246.7
Actual return on plan assets.............................. 37.5 15.5
Employer contribution..................................... 1.6 3.4
Plan participants' contribution........................... 0.7 1.7
Benefits paid............................................. (13.6) (15.6)
Currency translation adjustment........................... (1.2) 0.2
------ ------
Fair value of plan assets at end of year.................... $276.9 $251.9
====== ======
</TABLE>
40
<PAGE> 41
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
The funded status of the Company's pension and postretirement programs was
as follows at December 31 (in millions):
<TABLE>
<CAPTION>
OTHER
POSTRETIREMENT
PENSION BENEFITS BENEFITS
----------------- ----------------
1999 1998 1999 1998
------- ------ ------ ------
<S> <C> <C> <C> <C>
Funded status............................................ $ 38.3 $18.7 $(26.9) $(32.7)
Unrecognized net actuarial gain.......................... (31.0) (7.3) (30.2) (25.9)
Unrecognized prior service costs......................... (5.7) (7.8) (11.8) (13.9)
Unrecognized net transition obligation................... (0.8) (1.8) -- --
Adjustment required to recognize minimum liability....... (2.7) (3.8) -- --
------ ----- ------ ------
Accrued benefit cost..................................... $ (1.9) $(2.0) $(68.9) $(72.5)
====== ===== ====== ======
</TABLE>
The net periodic pension costs and postretirement health care benefit
obligation income includes the following components for the years ended December
31, (in millions):
<TABLE>
<CAPTION>
OTHER
PENSION BENEFITS POSTRETIREMENT BENEFITS
-------------------------- -----------------------
1999 1998 1997 1999 1998 1997
------ ------ ------ ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
COMPONENTS OF NET PERIODIC BENEFIT COST
(INCOME)
Service cost............................ $ 9.5 $ 8.1 $ 6.5 $ 0.4 $ 0.7 $ 0.8
Interest cost........................... 15.1 14.6 12.3 1.8 2.1 2.3
Expected return on plan assets.......... (21.2) (20.3) (16.2) -- -- --
Amortization of unrecognized net
(gain)/loss........................... 0.2 -- 0.4 (2.1) (2.3) (2.0)
Amortization of unrecognized prior
service cost.......................... (0.6) (0.6) (0.2) (2.1) (2.1) (2.1)
Amortization of unrecognized net
transition (asset)/obligation......... (0.9) (1.1) (1.1) -- -- --
Special termination benefit loss........ -- 0.7 -- -- -- --
Settlement/Curtailment loss............. -- 1.3 -- 0.1 0.2 --
------ ------ ------ ----- ----- -----
Net periodic benefit cost (income).... $ 2.1 $ 2.7 $ 1.7 $(1.9) $(1.4) $(1.0)
====== ====== ====== ===== ===== =====
</TABLE>
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 $2.1 million credit to postretirement costs in 1999, 1998 and 1997.
The development of the net periodic pension cost and the projected benefit
obligation was based upon the following assumptions:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Discount rate.......................................... 7.50% 6.75% 7.25%
Average rate of increase in employee compensation...... 4.00% 4.00% 4.50%
Expected long-term rate of return on assets............ 9.75% 9.75% 9.75%
</TABLE>
The date used to measure plan assets and liabilities was October 31 in each
year. Plan assets are invested primarily in stocks, bonds, short-term securities
and cash equivalents.
The Company also maintains a defined contribution savings and profit
sharing plan (the "Plan"). The Plan allows eligible employees to participate
after six months and 500 hours of service. Participants may elect
41
<PAGE> 42
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
to contribute between 1% and 15% of their annual compensation as defined in the
Plan. The Company is obligated to contribute an amount equal to 25% of each
employee's basic contribution, as defined, and may, at the discretion of the
Company, contribute additional amounts. Through June 30, 1997, certain employees
participated in a Company sponsored retirement account in lieu of a defined
benefit pension plan. Generally, the Company made a contribution equal to a
certain percentage of a participating employee's annual salary into the defined
contribution plan. Effective July 1, 1997, the Company amended the Plan for
consistency among all Fisher employees. As a result, future contributions to the
retirement account were eliminated and the assets were merged into the Plan. For
the years ended December 31, 1999, 1998 and 1997 the Company's contributions to
the Plan were $4.2 million, $2.5 million and $3.2 million, respectively.
The weighted average discount rate used in determining the accumulated
postretirement health care benefit obligation was 7.5% for December 31, 1999,
6.75% for December 31, 1998, and 7.25% for December 31, 1997. A 7.75% annual
rate of increase in per capita cost of covered health care benefits was assumed
for 1999 which gradually decreases to an average ultimate rate of 7.25%. Because
of limitations on the Company's contributions under the amended health care
program, changes in the health care trend rate assumption do not have a
significant effect on the amounts reported. To illustrate, a change in the
assumed health care cost trend rate by 1 percentage point effective January 1999
would change the accumulated postretirement benefit obligation as of December
31, 1999 by approximately $0.8 million and the aggregate of the service and
interest cost components of net periodic postretirement benefit cost for the
year ended December 31, 1999 by approximately $0.1 million.
NOTE 18 -- STOCK AND OTHER PLANS
Stock Plans
During 1998, the Company's Board of Directors approved the 1998 Equity and
Incentive Plan ("1998 Plan"). Under the 1998 Plan, the Company may grant up to
an aggregate of 10,000,000 shares of stock. Awards under the 1998 Plan may be
made in the form of options (whether incentive or otherwise), stock appreciation
rights, restricted stock, dividend equivalents and other stock-based awards. At
December 31, 1999 the company had outstanding: (i) options to purchase 4,044,385
shares of Common Stock having a ten year term and vesting over a five year
period in equal installments ("Management Options"); (ii) options to purchase
2,147,500 shares of Common Stock having a ten year term and vesting in one
installment nine years from the date of grant, unless sooner vested upon the
achievement of certain performance targets and other factors ("Performance
Options"); and (iii) options to purchase 758,333 shares of Common Stock having a
ten year term and vesting five to nine years from the date of grant, unless
sooner vested upon the achievement of certain performance targets or unless
"put" to the Company by the executive or "called" by the Company in accordance
with the terms of the respective grant agreements ("Executive Performance
Options"). The total "put" and/or "call" rights are limited to $14.5 million
plus interest. The Management Options have generally been granted at 100% of
fair market value on the date of grant. The Performance Options have been
granted at the higher of fair market value on the date of grant or $19.30 per
share. The exercise price of all options outstanding on April 15, 1999 was
reduced by $0.15 per share as a result of the spinoff of ProcureNet (see Note 5
to Financial Statements).
Prior to the 1998 Plan, Fisher had three stock option plans. Under these
plans, the Company granted options of 21,982,000 through January 21, 1998 at
which point all outstanding options vested, pursuant to the Merger Agreement.
Outstanding options under these stock plans were granted at 100% of market value
on the date of grant.
42
<PAGE> 43
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
A summary of the status of the Company's stock option plans at December 31,
1999, 1998 and 1997 and changes during the years then ended is presented in the
following table:
<TABLE>
<CAPTION>
1999 1998 1997
------------------ ------------------- ------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
SHARES EXERCISE SHARES EXERCISE SHARES EXERCISE
(000) PRICE (000) PRICE (000) PRICE
------ -------- ------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of
year............................ 7,269 $14.47 17,570 $ 6.45 18,150 $6.29
Granted........................... 523 19.03 7,544 14.48 2,370 7.80
Exercised......................... (23) 9.64 -- -- (1,145) 5.80
Canceled/Expired/Forfeited........ (819) 19.61 (17,845) 6.57 (1,805) 8.99
----- ------- ------
Outstanding at end of year........ 6,950 $14.07 7,269 $14.47 17,570 $6.45
===== ======= ======
Exercisable at end of year........ 1,103 $ 9.68 -- $ -- 9,175 $5.98
Weighted average fair value of
options granted................. $ 5.04 $ 3.95 $2.30
</TABLE>
The following table summarizes information about stock options outstanding
at December 31, 1999.
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------------------- -----------------------------
NUMBER WEIGHTED AVERAGE WEIGHTED NUMBER WEIGHTED
RANGE OF OUTSTANDING REMAINING AVERAGE EXERCISABLE AVERAGE
EXERCISE PRICE (000) CONTRACTUAL LIFE EXERCISE PRICE (000) EXERCISE PRICE
-------------- ----------- ---------------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
$7.00 -- $11.00 3,777 8.0 $ 9.50 1,053 $ 9.50
11.01 -- 15.00 204 8.4 12.56 44 12.55
15.01 -- 18.00 235 8.6 17.43 1 17.54
18.01 -- 22.00 2,414 8.1 19.17 5 19.79
22.01 -- 26.00 62 9.8 24.52 -- --
26.01 -- 30.00 258 8.1 28.80 -- --
----- -----
6,950 1,103
===== =====
</TABLE>
Pursuant to the Merger Agreement, the vesting of all options accelerated on
the date of the Transaction. Of the 17,570,000 options outstanding at December
31, 1997, approximately 6,720,000 were converted to cash and the remainder were
converted to common stock. When the options were converted, the Company recorded
compensation expense of approximately $56 million to reflect the "cashless"
conversion of the options into cash or common stock having a value on the date
of the Transaction equal to the product of (x) the excess of $9.65 over the
exercise price per share of Fisher Common Stock subject to such option, and (y)
the total number of shares of Fisher Common Stock subject to option, subject to
any required tax withholdings.
Restricted Unit Plan
Pursuant to the restricted unit plan of Fisher, each non-employee director
of the Company received a one-time grant of 25,000 units upon becoming a
director of the Company. The units represent the right to receive an equivalent
number of shares of Common Stock upon separation from service as a member of the
Board of Directors, subject to certain restrictions. The units are subject to
certain transfer restrictions for a specified period during which the director
has the right to receive dividends. The units vest 25% for each year of service.
Unvested units are generally forfeited if the director ceases to be a
non-employee director prior to the end of the restricted period. During 1996 and
1991, 25,000 and 100,000 units, respectively, were granted under the restricted
unit plan. Pursuant to the Merger Agreement, the vesting of all units
accelerated and the units were converted to cash.
43
<PAGE> 44
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
SFAS 123 Pro Forma Disclosures
Had compensation cost for options granted subsequent to January 1, 1995
been based upon fair value determined under SFAS No. 123, the Company's 1999,
1998 and 1997 net income (loss) would have been $20.3 million, ($51.2) million,
and ($35.9) million, respectively, with basic earnings (loss) per share of
$0.51, ($1.28), and ($0.35), and diluted earnings (loss) per share of $0.47,
($1.28), and ($0.35). 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 1999 and 1998: risk-free interest rates
of approximately 6.6% and 5.2%, respectively, annual dividend of $0; expected
lives of 5 years and expected volatility of 48% and 50.0%, respectively. In
order to reflect the restrictive nature of the stock underlying the options
granted, discount factors of 33% and 25%, depending upon the specific type of
option, were applied in determining fair value.
Prior to 1998, the Company had three stock option plans, the 1991 Stock
Plan as amended (the "1991 Plan"), the 1995 Operating Unit Stock Plan ("OUSP")
and the 1997 Equity-Based Incentive Plan (the "1997 Plan"). Pursuant to the
Merger Agreement, the vesting of all options outstanding accelerated on the date
of the Transaction, and were replaced by the 1998 Equity Incentive Plan. The
following weighted average assumptions were used for grants in 1997: risk-free
interest rates of approximately 6.5% for the 1991 Plan options and 6.3% for the
OUSP Plan; an annual dividend of $0.8 per share; expected lives of 7 years for
the 1991 Plan options and 3 years for the OUSP options and expected volatility
of 30%. The effects of applying SFAS No. 123 on disclosures of net income (loss)
for 1999, 1998 and 1997 are not likely to be representative of the effects on
net income in future years.
NOTE 19 -- RESTRUCTURING AND OTHER CHARGES
In the fourth quarter of 1999, the Company recorded a $1.5 million net
restructuring credit, which consisted of $2.1 million of restructuring charges
related to its long-term restructuring plan and a $3.6 million reversal of prior
period restructuring charges due to revised estimates. The current year
restructuring charge to consolidate and downsize the Company's German
operations, which are included in the international distribution segment,
results from a plan that was adopted in December 1999. The charge relates to
severance and related costs for the termination of approximately 22 warehouse,
customer service, and sales employees. The severance and related costs are
expected to be substantially expended by the end of 2000. As a result of this
action, the Company expects a reduction in annual pretax operating expenses of
$1.6 million. The $3.6 million reversal of prior period restructuring charges is
comprised of (i) $3.0 million of severance due to organizational changes and
voluntary separations that occurred during 1999 which were not anticipated in
prior periods and (ii) $0.6 million due to revised estimates for the closing of
logistics centers in the United States. As part of the Company's long-term
warehouse consolidation strategy, additional warehouses may be closed in future
years. Charges for any additional warehouse closures will be recorded in future
years when known.
In the fourth quarter of 1998, the Company recorded $23.6 million of
restructuring and other charges, which included $26.5 million of charges related
to its long-term restructuring plan and $2.9 million of reversals for
adjustments to prior period restructuring charges due to revised estimates. In
1998, restructuring and other charges included international asset impairment
charges attributable to the economic slow-down in the Far East, write-offs of
information systems due to a change in management's global information system
strategy, and employee separation and other exit costs due to a restructuring in
the U.S. and Europe of the Company's management team and selected components of
its sales force. These charges consisted of $13.6 million related to noncash
asset impairments, $12.0 million of accruals for employee separation
arrangements and $0.9 million of exit costs.
Asset impairment charges in 1998 included $0.9 million of goodwill and
other intangibles and $12.7 million of property, plant and equipment. The
property, plant and equipment impairment charge
44
<PAGE> 45
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
included $5.6 million related to land in the Far East which the Company no
longer planned to develop and warehouses in the same region that were impaired
due to reduced volume and projected operating losses. The impairment amounts
were based on independent appraisals. The remainder of the property, plant and
equipment impairment charge is primarily attributable to global information
system software that the Company no longer uses due to a change in system
strategy. The charge for employee separation arrangements related to the
termination and other severance costs associated with approximately 139 salaried
and hourly employees, essentially all of whom were terminated as of December 31,
1999. The other exit costs primarily related to the European restructuring. The
1998 restructuring plan was substantially completed during 1999. The remaining
accruals, which primarily relate to long-term severance arrangements, are
expected to be substantially expended by the end of 2001.
During the fourth quarter of 1997, in conjunction with the annual business
planning process, the Company evaluated its business strategy for both its
domestic and international operations and, as a result, recorded restructuring
and other charges of $51.8 million related to its long-term restructuring plan.
The charges included costs associated with the closure of logistics and
customer-service centers and related asset write-offs in the United States and
internationally, the impairment of goodwill and property, plant and equipment
related to certain international operations and the impairment of system-related
assets. The restructuring and other charges consist of $38.3 million related to
noncash asset impairments, $9.1 million of accruals for employee separation
arrangements and $4.4 million of exit costs.
Asset impairment charges in 1997 include $31.5 million of goodwill and $1.3
million of property, plant and equipment related to the Company's international
operations. The remaining amounts relate to facilities to be closed under the
United States restructuring plan and to system-related assets. The original
charge for employee separation arrangements relates to the termination and other
severance costs associated with approximately 520 salaried and hourly employees.
At December 31, 1999, all employees to be severed under this plan, as revised,
have been terminated. The exit costs consist principally of future rent, net of
estimated sublease rentals, and other costs related to leased facilities which
as a result of the 1997 restructuring plan, will be closed and exited prior to
the contractual termination date of the leases. The 1997 restructuring plan was
substantially completed during 1999. The remaining accruals, which primarily
relate to long-term lease obligations, are expected to be substantially expended
by the end of 2001.
In the third quarter of 1995, the Company adopted a restructuring plan
aimed at improving the efficiency and reducing the costs of its global
logistics, customer service and administrative functions. As a result, the
Company recorded a restructuring charge of $34.3 million. The 1995 restructuring
plan, which anticipated the integration of the former Fisons businesses,
including CMS, 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. 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. The
1995 restructuring plan was substantially completed during 1999. The remaining
accruals, which primarily relate to long-term lease obligations, are expected to
be substantially expended by the end of 2001.
Asset impairment charges in 1995 were recorded primarily for certain owned
facilities that were closed and sold in 1996. The net book value of each
facility was adjusted to its estimated fair market value less costs to sell. The
charge for employee separation arrangements relates to the termination and other
severance costs associated with the approximately 300 salaried and hourly
employees severed as a result of the 1995 restructuring plan, all of which were
terminated prior to December 31, 1997. The exit costs relate primarily to future
rent, net of estimated sublease rentals, and other costs related to leased
facilities that as a result of the 1995 restructuring plan will be closed and
exited prior to the contractual termination date of the leases.
45
<PAGE> 46
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
The following table summarizes the recorded accruals and impairments
related to the Company's restructuring plan (in millions):
<TABLE>
<CAPTION>
EMPLOYEE
SEPARATIONS
ASSET AND OTHER
IMPAIRMENTS EXIT COSTS TOTAL
----------- ----------- ------
<S> <C> <C> <C>
1995 PLAN
Restructuring and other charges............................. $ 18.2 $16.1 $ 34.3
Cash payments............................................... -- (1.8) (1.8)
Noncash items............................................... (18.2) (0.3) (18.5)
------ ----- ------
Balance at 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 at December 31, 1996................................ -- 6.7 6.7
Cash payments............................................... -- (1.9) (1.9)
------ ----- ------
Balance at December 31, 1997................................ -- 4.8 4.8
Cash payments............................................... -- (1.4) (1.4)
Change in estimates......................................... -- (1.5) (1.5)
------ ----- ------
Balance at December 31, 1998................................ -- 1.9 1.9
Cash payments............................................... -- (0.5) (0.5)
Change in estimates......................................... -- (0.2) (0.2)
------ ----- ------
Balance at December 31, 1999................................ $ -- $ 1.2 $ 1.2
====== ===== ======
1997 PLAN
Restructuring and other charges............................. $ 38.3 $13.5 $ 51.8
Cash payments............................................... -- (0.2) (0.2)
Noncash items............................................... (38.3) -- (38.3)
------ ----- ------
Balance at December 31, 1997................................ -- 13.3 13.3
Cash payments............................................... -- (4.6) (4.6)
Change in estimates......................................... -- (0.7) (0.7)
------ ----- ------
Balance at December 31, 1998................................ -- 8.0 8.0
Cash payments............................................... -- (5.1) (5.1)
Change in estimates......................................... -- (0.2) (0.2)
------ ----- ------
Balance at December 31, 1999................................ $ -- $ 2.7 $ 2.7
====== ===== ======
1998 PLAN
Restructuring and other charges............................. $ 13.6 $12.9 $ 26.5
Noncash items............................................... (13.6) -- (13.6)
------ ----- ------
Balance at December 31, 1998................................ -- 12.9 12.9
Cash payments............................................... -- (5.7) (5.7)
Change in estimates......................................... -- (3.2) (3.2)
------ ----- ------
Balance at December 31, 1999................................ $ -- $ 4.0 $ 4.0
====== ===== ======
1999 PLAN
Restructuring charge........................................ $ -- $ 2.1 $ 2.1
------ ----- ------
Balance at December 31, 1999................................ $ -- $ 2.1 $ 2.1
====== ===== ======
</TABLE>
46
<PAGE> 47
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 20 -- SEGMENT AND GEOGRAPHICAL FINANCIAL INFORMATION
Selected business segment financial information for the years ended
December 31, 1999, 1998 and 1997 is shown below (in millions):
<TABLE>
<CAPTION>
SALES INCOME (LOSS) FROM OPERATIONS
-------------------------------- -------------------------------
1999 1998 1997 1999 1998 1997
-------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Domestic distribution................. $1,956.6 $1,830.8 $1,740.7 $123.5 $113.2 $85.3
International distribution............ 474.7 417.3 403.8 7.8 (1.5) (12.5)
Laboratory workstations............... 175.9 145.6 122.4 24.7 21.0 16.1
Technology............................ -- -- 41.0 (11.3) (15.1) (14.3)
-------- -------- -------- ------ ------ -----
Segment sub-total................... 2,607.2 2,393.7 2,307.9 144.7 117.6 74.6
Transaction-related costs............. -- -- -- -- (71.0) --
Restructuring and other charges....... -- -- -- 1.5 (23.6) (51.8)
Eliminations.......................... (137.5) (141.4) (132.6) 0.6 (0.2) (1.7)
-------- -------- -------- ------ ------ -----
Total........................ $2,469.7 $2,252.3 $2,175.3 $146.8 $ 22.8 $21.1
======== ======== ======== ====== ====== =====
</TABLE>
Income (loss) from operations is revenue less related direct and allocated
expenses. Intercompany sales and transfers between segments were not material
for 1999, 1998 or 1997. External customer sales of the domestic distribution
segment were $1,826.4, $1,697.7 and $1,617.3 for 1999, 1998 and 1997,
respectively.
The domestic and international distribution segments accounted for ($2.8)
million and $1.3 million, respectively, of the 1999 restructuring credit and
$15.3 million and $8.3 million, respectively, of the 1998 restructuring charge.
The 1997 charge consisted of $7.7 million, $41.8 million, $1.0 million and $1.3
million at the domestic distribution, international distribution, laboratory
workstations and technology segments, respectively. See Note 19.
<TABLE>
<CAPTION>
DEPRECIATION AND
ASSETS CAPITAL EXPENDITURES AMORTIZATION
------------------------------ --------------------- ---------------------
1999 1998 1997 1999 1998 1997 1999 1998 1997
-------- -------- -------- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Domestic distribution............... $ 808.4 $ 699.9 $ 763.3 $22.9 $47.3 $41.8 $36.6 $33.1 $26.9
International distribution.......... 435.4 486.6 277.6 12.8 14.4 14.0 16.9 13.0 12.6
Laboratory workstations............. 158.8 156.4 110.7 5.0 3.8 2.0 8.9 6.9 6.2
Technology.......................... -- 14.7 24.9 0.4 1.7 1.4 -- -- 1.3
-------- -------- -------- ----- ----- ----- ----- ----- -----
Total...................... $1,402.6 $1,357.6 $1,176.5 $41.1 $67.2 $59.2 $62.4 $53.0 $47.0
======== ======== ======== ===== ===== ===== ===== ===== =====
</TABLE>
The Company operates or sells to customers in more than 145 countries
outside the United States. Sales outside the United States comprised 21%, 20%
and 20% of consolidated sales in 1999, 1998, and 1997, respectively. No single
foreign country accounted for more than 10% of consolidated sales during the
past three years.
<TABLE>
<CAPTION>
LONG-LIVED ASSETS
------------------
1999 1998
------- -------
<S> <C> <C>
LONG-LIVED ASSETS BY GEOGRAPHIC AREA:
Domestic................................................... $192.3 $184.2
International.............................................. 55.2 61.8
------ ------
Total............................................ $247.5 $246.0
====== ======
</TABLE>
Fisher's product portfolio is comprised of consumable products, such as
laboratory supplies and specialty chemicals, and durables. Approximately 80% of
1999, 1998 and 1997 sales were of consumable products and 20% of 1999, 1998 and
1997 sales were of durable products.
47
<PAGE> 48
FISHER SCIENTIFIC INTERNATIONAL INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 21 -- RELATED PARTIES
The Company paid a one-time transaction fee in 1998 aggregating $20 million
and will pay an aggregate annual management fee of $1 million to certain
affiliates of THL. In exchange for the transaction fee, THL and its affiliates
provided equity commitments for the Transaction, arranged additional equity
financing, arranged the Transaction debt financing and structured and negotiated
the Transaction. In return for the annual management fee, THL, and certain of
its affiliates, provide consulting and management advisory services.
Additionally, in connection with the Transaction and the related debt
financings, the Company paid its other equity investors (excluding management)
one-time fees aggregating approximately $35 million in 1998.
One of the Company's equity investors is a financial institution that
provides financing to the Company at terms that are considered to be at
arm's-length.
NOTE 22 -- SUBSEQUENT EVENT
In January 2000 the Company acquired a manufacturing facility, which will
be incorporated into the Company's domestic distribution segment, for
approximately $21 million in cash.
NOTE 23 -- UNAUDITED QUARTERLY FINANCIAL INFORMATION
The following is a summary of quarterly financial information for 1999 and
1998 (in millions, except per share amounts):
<TABLE>
<CAPTION>
1999
------------------------------------------------
FIRST SECOND THIRD FOURTH YEAR
------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C>
Sales........................................ $600.9 $615.5 $631.6 $621.7 $2,469.7
Gross profit................................. 173.5 175.5 178.6 170.7 698.3
Net income(a)................................ 3.5 5.6 8.4 5.9 23.4
Earnings per common share:
Basic...................................... $ 0.09 $ 0.14 $ 0.21 $ 0.15 $ 0.59
Diluted.................................... 0.08 0.13 0.20 0.13 0.55
</TABLE>
<TABLE>
<CAPTION>
1998
------------------------------------------------
FIRST SECOND THIRD FOURTH YEAR
------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C>
Sales........................................ $549.1 $549.1 $576.4 $577.7 $2,252.3
Gross profit................................. 151.1 153.7 164.3 167.2 636.3
Net income (loss)(b)......................... (41.9) 2.4 6.7 (16.7) (49.5)
Earnings (loss) per common share:
Basic...................................... $(1.05) $ 0.06 $ 0.17 $(0.42) $ (1.24)
Diluted.................................... (1.05) 0.06 0.16 (0.42) (1.24)
</TABLE>
- ---------------
NOTE: Amounts may not add due to rounding.
(a) During the fourth quarter of 1999, Fisher recorded a $1.5 million ($0.9
million, net of tax) restructuring credit which consisted of current year
restructuring charges offset by reversals of prior years restructuring
charges. See Note 19.
(b) During the fourth quarter of 1998, Fisher recorded $23.6 million ($17.0
million, net of tax) of restructuring and other charges. See Note 19.
48
<PAGE> 49
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 9, 2000 (the "Proxy Statement")
under the caption "Nomination and Election of Directors," is incorporated herein
by reference.
Executive Officers. Information in answer to this Item appears under the
caption "Executive Officers of Fisher" in Item 1 of this Annual Report.
Compliance with Section 16(a) of the Exchange Act. The information
appearing in the Proxy Statement under the caption "Section 16(a) Beneficial
Ownership Reporting Compliance," is incorporated herein by reference.
ITEM 11. -- EXECUTIVE COMPENSATION
The information appearing in the Proxy Statement under the caption
"Compensation of Directors and Executive Officers," is incorporated herein by
reference.
ITEM 12. -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information appearing in the Proxy Statement under the caption
"Security Ownership of Certain Beneficial Owners and Management," is
incorporated herein by reference.
ITEM 13. -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing in the Proxy Statement under the caption "Certain
Transactions and Other Matters," is incorporated herein by reference.
49
<PAGE> 50
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 22 of this Annual Report.
(2) SCHEDULES. Financial statement schedules are listed under Item 14(d) in
this Annual Report.
(3) EXHIBITS. Exhibits 10.1 through 10.15 constitute all of the management
contracts and compensation plans and arrangements of the Company required to be
filed as exhibits to this Annual Report.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.1 -- Second Amended and Restated Agreement and Plan of Merger, as
amended, dated as of November 14, 1997 by and between the
Company and FSI Merger Corp. (1)
2.2 -- Stock Purchase Agreement, dated November 9, 1998, among
Fisher Scientific International Inc., Fisher Scientific
Holdings France S.A., as Buyer, and Capiac, Sapaca 97,
Sapcar 97, Sappi 97, Sappef 97, Pierre Block, Anne-Catherine
Block-Derriey, Pierre-Francois Block, Caroline Block and
Marthe Block, as Sellers.(2)
2.3 -- Distribution Agreement, dated March 29, 1999, among Fisher
Scientific International Inc. and ProcureNet Inc.(13)
3.1 -- Amended and Restated Certificate of Incorporation of the
Company, as amended
3.2 -- Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company, dated June 9, 1997 (1)
3.3 -- Certificate of Designation of Non-Voting Stock of the
Company
3.4 -- Certificate of Designation of Series B Non-Voting Common
Stock
3.5 -- Bylaws of the Company(3)
4.1 -- Specimen Certificate of Common Stock, $.01 par value per
share, of the Company
4.2 -- Certificate of Designation of Series A Junior Participating
Preferred Stock, dated June 9, 1997 (see Exhibit 3.2)
4.3 -- Certificate of Designation of Non-Voting Stock (see Exhibit
3.3)
4.4 -- Certificate of Designation of Series B Non-Voting Common
Stock (See Exhibit 3.4)
4.5 -- Rights Agreement dated as of June 9, 1997, between the
Company and ChaseMellon Shareholder Services L.L.C., as
Rights Agent, which includes the form of Right Certificate
as Exhibit A and the Summary of Rights to Purchase Common
Stock as Exhibit B(4)
4.6 -- First Amendment to Rights Agreement dated as of August 7,
1997 between the Company and ChaseMellon Shareholder
Services L.L.C.(5)
4.7 -- Senior Debt Securities Indenture dated as of December 18,
1995 between the Company and Mellon Bank, N.A., as
Trustee(6)
4.8 -- Indenture dated as of January 21, 1998 between Fisher and
State Street Bank and Trust Company, as Trustee, relating to
the 9% Senior Subordinated Notes due 2008(7)
4.9 -- Registration Rights Agreement dated as of January 21, 1998
among Fisher and Merrill Lynch, Pierce, Fenner and Smith
Incorporated, Chase Securities Inc. and Donaldson, Lufkin
and Jenrette Securities Corporation(8)
10.1 -- Amended and Restated Employment Agreement dated as of
January 21, 1998 between the Company and Paul M. Montrone(9)
10.2 -- Amended and Restated Employment Agreement dated as of
January 21, 1998 between the Company and Paul M. Meister(9)
</TABLE>
<TABLE>
<CAPTION>
Employment Agreement dated as of March 31, 1998 between the Company and David Della
- --.3 Penta (10)
<S> <C>
10.4 -- Credit Agreement among Fisher, Certain Subsidiaries of Fisher, Various Lending
Institutions, The Chase Manhattan Bank, as Administrative Agent, The Chase
Manhattan Bank of Canada, as Administrative Agent, Chase Manhattan International
Limited, as U.K. Administrative Agent, Merrill Lynch Capital Corporation, as
Syndication Agent, and DLJ Capital Funding, Inc., as Documentation Agent, dated as
of January 21, 1998 (the "Credit Agreement")(7)
</TABLE>
50
<PAGE> 51
<TABLE>
<CAPTION>
- --.5 First Amendment and Waiver to the Credit Agreement dated as of November 13, 1998
<S> <C>
10.6 -- Second Amendment and Waiver to the Credit Agreement dated as of December 31,
1998
10.7 -- Fisher Scientific International Inc. Retirement Plan(3)
10.8 -- Fisher Scientific International Inc. Savings and Profit Sharing Plan(3)
10.9 -- Fisher Scientific International Inc. Incentive Compensation Plan(12)
10.10 -- Restricted Unit Plan for Non-Employee Directors of Fisher Scientific
International Inc.(3)
10.11 -- Fisher Scientific International Inc. Deferred Compensation Plan for Non-Employee
Directors(3)
10.12 -- Retirement Plan for Non-Employee Directors of Fisher Scientific International
Inc.(3)
10.13 -- Fisher Scientific International Inc. Long-Term Incentive Plan(3)
10.14 -- Fisher Scientific International Inc. 1998 Equity and Incentive Plan(11)
10.15 -- Amended and Restated Investors' Agreement dated as of March 29, 1999 among
Fisher Scientific International Inc., Thomas H. Lee Equity Fund III, L.P.
THL-CCI Limited Partnership, THL Foreign Fund III, L.P., THL FSI Equity
Investors, L.P., DLJ Merchant Banking Partners II, L.P., DLJ Merchant Banking
Partners II - A, L.P., DLJ Offshore Partners, II, C.V., DLJ Diversified
Partners, L.P., DLJ Diversified Partners - A, L.P., DLJ Millennium Partners,
L.P., DLJ Millennium Partners - A, L.P., DLJMB Funding II, Inc., UK Investment
Plan 1997 Partners, DLJ EAB Partners, L.P., DLJ ESC II, L.P., DLJ First ESC,
L.P., Chase Equity Associates, L.P., Merrill Lynch Kecalp L.P. 1997, Kecalp
Inc., ML IBK Positions, Inc. and certain other persons named herein(14)
21.1 -- List of Subsidiaries of the Company*
23.1 -- Consent of DELOITTE & TOUCHE LLP*
27.1 -- Financial Data Schedule-Fiscal Year Ended 1999*
</TABLE>
- ---------------
* Filed herewith
(1) Included as an Annex or Exhibit to the Company's Proxy Statement/Prospectus
included in the Company's Registration Statement on Form S-4 (Registration
No. 333-42777) filed with the Securities and Exchange Commission on December
19, 1997 and incorporated herein by reference.
(2) Included as an exhibit to the Company's Current Report on Form 8-K/A filed
with the Securities and Exchange Commission on February 17, 1999 and
incorporated herein by reference.
(3) Included in an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992, filed with the Securities and Exchange
Commission on March 24, 1993 and incorporated herein by reference.
(4) Included as an exhibit to the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on June 9, 1997 and
incorporated herein by reference.
(5) Included as an exhibit to the Company's Current Report on Form 8-K dated
August 7, 1997 filed with the Securities and Exchange Commission on August
8, 1997 and incorporated herein by reference.
(6) Included as an exhibit to the Company's Registration Statement on Form S-3
(Registration No. 33-99884) filed with the Securities and Exchange
Commission on November 30, 1995 and incorporated herein by reference.
(7) Included as an exhibit to the Company's Current Report on Form 8-K
(Registration No. 001-10920) dated January 21, 1998 filed with the
Securities and Exchange Commission on February 5, 1998 and incorporated
herein by reference.
(8) Included as an exhibit to the Company's Registration Statement on Form S-4
(Registration No. 333-48285) filed with the Securities and Exchange
Commission on March 19, 1998 and incorporated herein by reference.
(9) Included as an exhibit to the Company's Annual Report, as amended, on Form
10-K/A for the year ended December 31, 1997, filed with the Securities and
Exchange Commission on April 20, 1998 and incorporated herein by reference.
51
<PAGE> 52
(10) Included as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, filed with the Securities and Exchange
Commission on August 14, 1998 and incorporated herein by reference.
(11) Included as an exhibit to Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-4 (Registration No. 333-42777) filed with
the Securities and Exchange Commission on February 2, 1998 and incorporated
herein by reference.
(12) Included in an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, filed with the Securities and Exchange
Commission on March 21, 1996 and incorporated herein by reference.
(13) Included as an exhibit to the Company's Current Report on Form 8-K
Registration No. 001-10920 dated April 15, 1999 filed with the Securities
and Exchange Commission on April 30, 1999.
(14) Included as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999, filed with the Securities and Exchange
Commission on May 14, 1999 and incorporated herein by reference.
(b) Reports on Form 8-K: The Company did not file any Current Reports on Form
8-K during the last quarter of the period covered by this report.
(c) EXHIBITS. The following exhibits are filed with this annual report:
21.1 -- List of Subsidiaries of the Company.
23.1 -- Consent of DELOITTE & TOUCHE LLP.
27.1 -- Financial Data Schedule.
(d) FINANCIAL STATEMENT SCHEDULES.
SCHEDULE II
Valuation and Qualifying Accounts and Reserves for the Three Years Ended
December 31, 1999 (in millions):
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO CHARGED TO DEDUCTION BALANCE
BEGINNING COSTS AND OTHER AND AT END OF
OF PERIOD EXPENSES ACCOUNTS WRITE-OFFS PERIOD
---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts
December 31, 1997................... $20.8 $5.5 $1.1 $(3.6) $23.8
December 31, 1998................... 23.8 7.7 -- (3.7) 27.8
December 31, 1999................... 27.8 6.4 4.0 (3.3) 34.9
</TABLE>
52
<PAGE> 53
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 23, 2000
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ PAUL M. MONTRONE Chief Executive Officer and Director March 23, 2000
- --------------------------------------------- (Principal Executive Officer)
PAUL M. MONTRONE
/s/ PAUL M. MEISTER Executive Vice President, Chief March 23, 2000
- --------------------------------------------- Financial Officer and Director
PAUL M. MEISTER Principal Financial and Accounting
Officer)
/s/ MITCHELL J. BLUTT, M.D. Director March 23, 2000
- ---------------------------------------------
MITCHELL J. BLUTT, M.D.
/s/ ROBERT A. DAY Director March 23, 2000
- ---------------------------------------------
ROBERT A. DAY
/s/ ANTHONY J. DINOVI Director March 23, 2000
- ---------------------------------------------
ANTHONY J. DINOVI
/s/ MICHAEL D. DINGMAN Director March 23, 2000
- ---------------------------------------------
MICHAEL D. DINGMAN
/s/ DAVID V. HARKINS Director March 23, 2000
- ---------------------------------------------
DAVID V. HARKINS
/s/ SCOTT M. SPERLING Director March 23, 2000
- ---------------------------------------------
SCOTT M. SPERLING
/s/ KENT R. WELDON Director March 23, 2000
- ---------------------------------------------
KENT R. WELDON
</TABLE>
53
<PAGE> 1
EXHIBIT 21.1
FISHER SCIENTIFIC INTERNATIONAL INC.
WORLDWIDE SUBSIDIARY LIST
<TABLE>
<CAPTION>
PERCENTAGE STATE/COUNTRY
OWNERSHIP INCORPORATION
---------- -------------
<S> <C> <C>
Fisher Scientific Company L.L.C. ........... 100 Delaware
Fisher Scientific Limited ................ 100 Canada
Fisher Hamilton Inc. ....................... 100 Delaware
Systems Manufacturing Corporation ........ 100 Delaware
Applied Scientific Corporation ............. 100 California
Columbia Diagnostics Inc. .................. 100 Delaware
Alchematrix L.L.C. ......................... 100 Delaware
Fisher Scientific GmbH ..................... 94.3 Germany
Fisher Scientific of the Netherlands B.V. .. 100 Netherlands
Fisher Scientific B.V. ................... 100 Netherlands
Fisher Scientific Worldwide Inc. ........... 100 Delaware
Acros Organics N.V. ...................... 100 Belgium
Fisher Scientific Holding Company ........ 100 Delaware
Fisher Scientific Holding U.K., Limited .. 100 United Kingdom
Fisher Scientific U.K., Limited ........ 100 United Kingdom
Fisher Bioblock Scientific S.A. .......... 100 France
Fisher Scientific S.A. ................. 100 France
</TABLE>
51
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
33-46728, 33-86830, 333-07391, 333-18563 and 333-28789 of Fisher Scientific
International Inc. on Forms S-8 of our annual report dated February 8, 2000
appearing in this Annual Report on Form 10-K of Fisher Scientific International
Inc. for the year ended December 31, 1999.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
New York, New York
March 23, 2000
52
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF DECEMBER 31, 1999 AND THE INCOME STATEMENT FOR THE TWELVE MONTHS
ENDED DECEMBER 31, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 50
<SECURITIES> 0
<RECEIVABLES> 286
<ALLOWANCES> 35
<INVENTORY> 223
<CURRENT-ASSETS> 635
<PP&E> 248
<DEPRECIATION> 122
<TOTAL-ASSETS> 1,403
<CURRENT-LIABILITIES> 520
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> (331)
<TOTAL-LIABILITY-AND-EQUITY> 1,403
<SALES> 2,470
<TOTAL-REVENUES> 2,470
<CGS> 1,771
<TOTAL-COSTS> 1,771
<OTHER-EXPENSES> 540
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 104
<INCOME-PRETAX> 58
<INCOME-TAX> 34
<INCOME-CONTINUING> 23
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23
<EPS-BASIC> 0.59
<EPS-DILUTED> 0.55
</TABLE>
