-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Am0IJ80IupJZzcaHcdzgbAnL3GjEPM2wUekoVHWwWqq7AQj3ZlYFJyUdL0tiJnXI oh5VE3fVQ3C8HivunWuZUQ== 0000950172-01-500082.txt : 20010427 0000950172-01-500082.hdr.sgml : 20010427 ACCESSION NUMBER: 0000950172-01-500082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010426 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISHER SCIENTIFIC INTERNATIONAL INC CENTRAL INDEX KEY: 0000880430 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 020451017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10920 FILM NUMBER: 1611436 BUSINESS ADDRESS: STREET 1: LIBERTY LANE CITY: HAMPTON STATE: NH ZIP: 03842 BUSINESS PHONE: 6039265911 MAIL ADDRESS: STREET 1: LIBERTY LANE CITY: LIBEHAMPTON STATE: NH ZIP: 03842 8-K 1 s497897.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 26, 2001 FISHER SCIENTIFIC INTERNATIONAL INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10920 02-0451017 (Commission File No.) (IRS Employer Identification No.) One Liberty Lane, Hampton, New Hampshire 03842 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (603) 926-5911 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. Fisher Scientific International Inc. (the "Company") issued a press release announcing the financial results for the quarter ended March 31, 2001. A copy of the press release is filed as an exhibit hereto and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) The following document is filed as an exhibit hereto: 99.1 Press Release issued by the Company, dated April 26, 2001. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FISHER SCIENTIFIC INTERNATIONAL INC. By: /s/ Todd M. DuChene ------------------------------------ Name: Todd M. DuChene Title: Vice President, General Counsel and Secretary Date: April 26, 2001 EX-99 2 sfisher1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 NEWS RELEASE Media Contact: Investor Contact: Gia L. Oei, 603-929-2489 Carolyn Miller, 603-929-2381 E-mail: gia.oei@nh.fishersci.com E-mail: carolyn.miller@nh.fishersci.com Fisher Scientific Reports Record First-Quarter Sales EPS Rises 10.5% to 21 Cents Before Special Items HAMPTON, N.H., April 26, 2001-- Fisher Scientific International Inc. (NYSE: FSH), a world leader in serving science, today announced record first-quarter sales for the three-month period ended March 31, 2001, reflecting strong performance in the company's domestic and international distribution operations. Sales for the first quarter totaled $687.0 million, a 5.2% increase, compared with $653.2 million for the same period last year. Excluding the impact of foreign exchange, sales increased to $695.8 million for the current quarter, a 6.5% increase compared with the prior year's quarter. Operating income, excluding $52.7 million of nonrecurring expenses ($33.2 million after tax), totaled $42.7 million for the first quarter, compared with $39.4 million during the same quarter last year. The company recorded a net loss of $23.7 million for the first quarter. Excluding nonrecurring expenses, net income totaled $9.5 million compared with $8.5 million in the corresponding quarter of last year. Earnings before interest, taxes and depreciation (EBITDA) totaled $58.7 million excluding nonrecurring expenses, compared with $55.6 million in the first quarter of last year. Diluted earnings per share (EPS) totaled $(0.59) for the first quarter. Excluding nonrecurring expenses, EPS increased to $0.21 for the first quarter, compared with $0.19 for the same period last year. EPS, excluding nonrecurring expenses and goodwill amortization, increased to $0.28 for the first quarter, compared with $0.25 for the corresponding period last year. "Fisher's record first-quarter sales continue to benefit from favorable market dynamics including increased scientific research and development and healthcare-related spending," said Paul M. Montrone, chairman and chief executive officer of Fisher Scientific International. Special Items o In the first quarter, the company recorded $52.7 million of restructuring and other nonrecurring charges, which includes $19.2 million related to a streamlining and consolidation program, resulting in a reduction of its workforce by approximately 5%. In addition, the company converted certain employee stock options into shares of common stock, which resulted in a non-cash compensation charge of $33.5 million. o During the first quarter, Fisher completed its acquisition of Covance's CPPS division, which offers specialized services to customers engaged in phases III and IV of clinical drug trials. The acquired business, renamed Fisher Clinical Services, enhances Fisher's position in the pharmaceutical and biotech markets. The results of this business are included in the company's domestic-distribution segment. Business Segment Results Sales within domestic distribution grew to $573.5 million in the first quarter of 2001, an increase of 6.8% from the same period in 2000. In the first quarter, operating income, excluding $1.1 million of nonrecurring expenses related to the restructuring plan, increased to $38.3 million from $36.6 million in the corresponding period last year. International distribution sales totaled $110.6 million in the first quarter, a 2.9% decline from the same quarter last year. Excluding the impact of foreign exchange, sales increased to $118.5 million, representing a 4.0% increase compared with the corresponding quarter last year. For the first quarter, operating income increased to $3.9 million from $2.6 million in 2000. Sales within the laboratory-workstations segment increased 9.1% from the year-ago period to $41.8 million and operating income remained constant at $0.5 million. Order activity in the laboratory-workstations segment improved in the first quarter following a slow down in the latter half of 2000 in the industrial-research market. About Fisher Scientific International Inc. As a world leader in serving science, Fisher Scientific International Inc. (NYSE: FSH) offers more than 600,000 products and services that enable scientific discovery and clinical laboratory testing services to more than 350,000 customers located in approximately 145 countries. As a result of its broad product offering, integrated global logistics network and electronic-commerce capabilities, Fisher serves as a "one-stop source" of products, services and global solutions for many of its customers. The company's primary target markets are life science, clinical laboratory and industrial-safety supply. This announcement includes forward-looking statements. Fisher Scientific has based these forward-looking statements on its current expectations and projections about future events. Although Fisher Scientific believes that its assumptions made in connection with the forward-looking statements are reasonable, no assurances can be given that its assumptions and expectations will prove to have been correct. These forward-looking statements are subject to various risks, uncertainties and assumptions. Fisher Scientific 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 announcement might not occur. Fisher Scientific International Inc. Statement of Operations (in millions, except per share data)
Three Months Ended March 31, ------------------------------- 2001 2000 ---- ---- Sales $687.0 $ 653.2 Cost of sales 512.6 488.4 Selling, general and administrative expense 132.8 125.4 Restructuring and other charges 51.6 - ------------ ------------ Income (loss) from operations (10.0) 39.4 Interest and other expense, net 26.9 24.0 ------------ ------------ Income (loss) before income taxes (36.9) 15.4 Income tax provision (benefit) (13.2) 6.9 ------------ ------------ Net income (loss) $ (23.7) $ 8.5 ============ ============ Net income (loss) per common share: Basic $ (0.59) $ 0.21 ============ ============ Diluted $ (0.59) $ 0.19 ============ ============ Weighted average common shares outstanding: Basic 40.1 40.1 ============ ============ Diluted 40.1 44.7 ============ ============ Supplementary Information: The following amounts exclude restructuring and other one-time charges Income from operations $ 42.7 $ 39.4 Net income $ 9.5 $ 8.5 Diluted net income per common share $ 0.21 $ 0.19
Fisher Scientific International Inc. Balance Sheet (in millions)
March 31, December 31, 2001 2000 -------------------- ------------------- ASSETS Current assets: Cash and cash equivalents $ 45.2 $ 66.0 Receivables, net 178.6 296.8 Inventories 233.4 224.2 Other current assets 65.0 63.6 -------------------- ------------------- Total current assets 522.2 650.6 Property, plant and equipment 294.0 251.3 Goodwill 393.9 334.2 Other assets 188.8 149.6 -------------------- ------------------- Total assets $ 1,398.9 $ 1,385.7 ==================== =================== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Short-term debt $ 50.0 $ 47.6 Accounts payable 317.7 308.5 Accrued and other current liabilities 165.4 151.7 -------------------- ------------------- Total current liabilities 533.1 507.8 Long-term debt 987.4 991.1 Other liabilities 200.6 198.5 -------------------- ------------------- Total liabilities 1,721.1 1,697.4 -------------------- ------------------- Commitments and contingencies - - Stockholders' deficit: Common stock 0.4 0.4 Capital in excess of par value 359.6 326.0 Accumulated deficit (595.6) (571.9) Other (86.6) (66.2) -------------------- ------------------- Total stockholders' deficit (322.2) (311.7) -------------------- ------------------- Total liabilities and stockholders' deficit $ 1,398.9 $ 1,385.7 ==================== ===================
Fisher Scientific International Inc. Segment Results (in millions)
Three Months Ended March 31, ------------------------------ 2001 2000 ---- ---- Revenue Domestic Distribution $ 573.5 $ 536.9 International Distribution 110.6 113.9 Laboratory Workstations 41.8 38.3 Eliminations (38.9) (35.9) ---------- ---------- Total $ 687.0 $ 653.2 ========== ========== Three Months Ended March 31, ------------------------------ 2001 2000 ---- ---- Operating Income (Loss) Domestic Distribution $ 38.3 $ 36.6 International Distribution 3.9 2.6 Laboratory Workstations 0.5 0.5 Eliminations - (0.3) ---------- ---------- Segment sub-total 42.7 39.4 Restructuring and other one-time charges (52.7) - ---------- ---------- Total $(10.0) $ 39.4 ========== ==========
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