-----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, F5wfqFmYLjtcKS2MN5upCciqcDUDoEbvo+l8WZRN1vuVnNKKW79ESlm2caZyoiW+ phPkDhqmpidyRLm5oPZd8w== 0000950172-02-000179.txt : 20020414 0000950172-02-000179.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950172-02-000179 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020204 ITEM INFORMATION: Other events FILED AS OF DATE: 20020205 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: 1934 Act SEC FILE NUMBER: 001-10920 FILM NUMBER: 02527697 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 s425799.txt FORM 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): February 1, 2002 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. On February 1, 2002, Fisher Scientific International Inc. (the "Company") announced its financial results for the quarter ended December 31, 2001 and the year ended 2001. Fourth-Quarter 2001 Results Sales for the fourth quarter increased 17.1 percent to $754.7 million compared with $644.7 million in the corresponding period of 2000. The Company's e-commerce sales increased to $151.7 million, or 20.1 percent of total sales, compared with $100.7 million, or 15.6 percent of total sales, in the fourth quarter of 2000. Fourth-quarter net income, excluding nonrecurring and restructuring-related expenses, increased to $16.3 million, or 28 cents per diluted share, compared with $9.7 million, or 22 cents per diluted share, in the fourth quarter of 2000. Net income was $11.0 million, or 19 cents per diluted share, versus a loss of $8.3 million, or 21 cents per diluted share, in the fourth quarter of 2000. Earnings before interest, taxes, depreciation and amortization (EBITDA), excluding nonrecurring and restructuring-related expenses, increased 36.0 percent to $72.6 million compared with $53.4 million in the same period of the prior year. Special Items o The Company completed its acquisition of Cole-Parmer, a global manufacturer and distributor of specialty instruments, equipment and supplies to the scientific- research and industrial markets, last November. Its 2001 results since the date of purchase are included in the Company's domestic-distribution segment. o In the fourth quarter of 2001, the Company implemented a plan to accelerate the integration of its international operations and continue streamlining domestic operations, including consolidating certain distribution centers. The Company estimates that the total cost of the implementation of this plan will be approxi mately $10.7 million. The Company recorded $9.3 million of nonrecurring and restructuring-related charges in connection with the plan. The Company expects that implementation of the plan will reduce pretax expenses by approximately $6.0 million a year beginning in 2002. The Company intends to reinvest approxi mately $3.0 million of this savings in sales, marketing and distribution in support of its chemical and life-sciences product portfolios, resulting in expected net annual savings of $3.0 million beginning in 2002. Full-Year Results For the year ended Dec. 31, 2001, sales totaled $2,880.0 million, a 9.8 percent increase from sales of $2,622.3 million in 2000. Excluding the effect of foreign exchange, sales totaled $2,897.7 million in 2001, a 10.5 percent increase from comparable 2000 sales. E-commerce sales increased to $518.0 million, or 18.0 percent of total sales for 2001, compared with $367.0 million, or 14.0 percent of total sales, in 2000. Net income, excluding nonrecurring and restructuring-related expenses, increased 28.3 percent to $54.9 million, or diluted earnings per share of $1.04, compared with net income of $42.8 million, or 96 cents per share, in 2000. The dilutive effect of last year's public offering reduced 2001 earnings per share by 11 cents. Net income was $16.4 million, or 31 cents per diluted share, compared with $22.7 million, or 51 cents per diluted share, in 2000. EBITDA, excluding nonrecurring and restructuring-related expenses, increased 17.8 percent to $267.1 million in 2001, compared with $226.8 million in 2000. Operating cash flow in 2001 increased to $158.6 million compared with $107.2 million the prior year, reflecting improvements in receivables, inventory and payables management. Operating working capital as a percentage of sales was 8.9 percent compared with 8.1 percent in 2000. Excluding acquisitions, 2001 operating working capital as a percentage of sales improved to 6.6 percent versus 7.6 percent in 2000. Capital expenditures last year increased to $40.1 million from $29.4 million in 2000, primarily due to the Company's ongoing warehouse- consolidation program and acquisition-related expenditures. Business-Segment Results Domestic distribution sales increased 20.6 percent to $644.1 million in the fourth quarter of 2001 compared with the same period in 2000. The segment's e-commerce sales for the quarter increased to $142.6 million, or 22.1 percent of sales, versus 18.4 percent of sales in the fourth quarter of 2000. Operating income increased to $44.9 million from $33.1 million in the corresponding period of 2000. For full-year 2001, domestic distribution sales reached $2,439.9 million compared with $2,187.3 in 2000, an 11.6 percent increase. Operating income for 2001 grew to $173.4 million, a 15.8 percent increase over the previous year. International distribution sales totaled $105.2 million in the latest quarter, a 3.0 percent increase from the fourth quarter of 2000. For the latest quarter, operating income totaled $4.4 million, flat with the same period in 2000. Sales for the full year increased to $425.4 million compared with $418.5 million in 2000, while operating income in 2001 increased to $13.6 million from $11.5 million in 2000. Excluding foreign-exchange effects, sales were $441.7 million, representing a 5.5 percent increase over the prior year. The operating performance of this segment, although showing improvement, is being addressed in the restructuring plan. Fourth-quarter sales of the laboratory-workstations segment increased 7.9 percent to $46.5 million from $43.1 million in the prior year, while operating income was $1.6 million compared with $0.6 million in the corresponding quarter of 2000. Full-year sales rose to $178.6 million, up 8.1 percent from the prior year. Operating income for the year was $4.9 million compared with $3.5 million in 2000. Order activity in the laboratory-workstations segment continued to be strong in the fourth quarter, with backlog increasing to $110 million, up 11 percent from the end of 2000.
Fisher Scientific International Inc. Statement of Operations (in millions, except per share data) Three Months Ended Year Ended December 31, December 31, ----------------------------- ---------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Sales $ 754.7 $ 644.7 $ 2,880.0 $ 2,622.3 Cost of sales 557.2 486.2 2,142.8 1,974.0 Selling, general and administrative expense 146.4 124.6 546.4 494.0 Restructuring and other charges (credits) 8.1 - 59.7 (2.0) ---------- ----------- ---------- ----------- Income from operations 43.0 33.9 131.1 156.3 Interest expense 24.6 24.1 99.5 99.1 Other (income) expense, net (0.3) 23.7 1.3 19.4 ---------- ----------- ---------- ----------- Income before income taxes 18.7 (13.9) 30.3 37.8 Income tax provision 7.7 (5.6) 13.9 15.1 ---------- ----------- ---------- ----------- Net income $ 11.0 $ (8.3) $ 16.4 $ 22.7 ========== =========== ========== =========== Net income per common share: Basic $ 0.20 $ (0.21) $ 0.33 $ 0.57 =========== ============ =========== ============ Diluted $ 0.19 $ (0.21) $ 0.31 $ 0.51 =========== ============ =========== ============ Weighted average common shares outstanding: Basic 54.1 40.1 49.4 40.1 ========== =========== ========== =========== Diluted 57.4 40.1 53.0 44.4 ========== =========== ========== =========== ================================================================================================================== Supplementary Information: The following amounts exclude nonrecurring and restructuring-related charges Income before income taxes $ 18.7 $ (13.9) $ 30.3 $ 37.8 Add restructuring and other charges (credits), net 8.1 - 59.7 (2.0) Add nonrecurring operating charges 0.4 4.9 1.5 10.4 Add nonrecurring investment writedown - 23.6 - 23.6 Income before income taxes excluding nonrecurring and restructuring-related charges $ 27.2 $ 14.6 $ 91.5 $ 69.8 ========== =========== ========== =========== Net income excluding nonrecurring and restructuring-related charges $ 16.3 $ 9.7 $ 54.9 $ 42.8 ========== =========== ========== =========== Diluted net income per common share excluding nonrecurring and restructuring-related charges $ 0.28 $ 0.22 $ 1.04 $ 0.96 =========== ============ =========== ============
Fisher Scientific International Inc. Segment Results (in millions) Three Months Ended Year Ended December 31, December 31, ----------------------------------- ------------------------------------------ Growth 2001 2000 Rate 2001 2000 Growth Rate ---- ---- ---- ---- ---- ----------- Revenue Domestic Distribution $ 644.1 $ 534.3 20.6% $ 2,439.9 $ 2,187.3 11.6% International Distribution 105.2 102.1 3.0% 425.4 418.5 1.7% Laboratory Workstations 46.5 43.1 7.9% 178.6 165.2 8.1% Eliminations (41.1) (34.8) - (163.9) (148.7) - --------- --------- ----------- ------------ Total $ 754.7 $ 644.7 17.1% $ 2,880.0 $ 2,622.3 9.8% ========= ========= =========== ============
Three Months Ended Year Ended December 31, December 31, -------------------------------------- ----------------------------------------- Operating Operating Operating Operating 2001 Margin 2000 Margin 2001 Margin 2000 Margin ---- ------ ---- ------ ---- ------ ---- ------ Operating Income Domestic Distribution 44.9 7.0% 33.1 6.2% 173.4 7.1% 149.8 6.9% International Distribution 4.4 4.2% 4.4 4.3% 13.6 3.2% 11.5 2.8% Laboratory Workstations 1.6 3.4% 0.6 1.4% 4.9 2.7% 3.5 2.1% Eliminations 0.6 0.7 0.4 (0.1) ------- ------- -------- ------- Segment sub-total 51.5 6.8% 38.8 6.0% 192.3 6.7% 164.7 6.3% Restructuring and other charges (8.1) - (59.7) 2.0 Nonrecurring charges (0.4) (4.9) (1.5) (10.4) ------- ------- -------- ------- Total $ 43.0 5.7% $ 33.9 5.3% $ 131.1 4.6% $156.3 6.0% ======= ======= ======== =======
Fisher Scientific International Inc. Condensed Balance Sheet (in millions) December 31, ------------------------------------- 2001 2000 ---- ---- ASSETS Current assets: Cash and cash equivalents $ 75.1 $ 66.0 Receivables, net 332.0 296.8 Inventories 261.4 224.2 Other current assets 89.3 63.6 ------------ ----------- Total current assets 757.8 650.6 Property, plant and equipment 322.1 251.3 Goodwill 507.4 334.2 Other assets 251.9 149.6 ------------ ----------- Total assets $ 1,839.2 $ 1,385.7 ============ =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Short-term debt $ 75.7 $ 47.6 Accounts payable 336.1 308.5 Accrued and other current liabilities 225.9 151.7 ------------ ----------- Total current liabilities 637.7 507.8 Long-term debt 956.1 991.1 Other liabilities 222.1 198.5 ------------ ----------- Total liabilities 1,815.9 1,697.4 ------------ ----------- Commitments and contingencies Stockholders' equity (deficit): Common stock 0.5 0.4 Capital in excess of par value 661.1 326.0 Accumulated deficit (555.5) (571.9) Other (82.8) (66.2) ------------- ----------- Total stockholders' equity (deficit) 23.3 (311.7) ------------ ----------- Total liabilities and stockholders' equity (deficit) $ 1,839.2 $ 1,385.7 ============ =========== No amounts were outstanding under the receivables securitization facility at December 31, 2001 and 2000.
Fisher Scientific International Inc. Condensed Statement of Cash Flows (in millions) Year Ended December 31, ------------------------------- 2001 2000 ---- ---- Cash flows from operating activities: Net income $ 16.4 $ 22.7 Depreciation and amortization 82.0 63.6 Other adjustments to reconcile net income to cash provided by operating activities 51.2 30.8 Changes in working capital and other assets and liabilities 9.0 (9.9) ---------- ---------- Cash provided by operating activities 158.6 107.2 ---------- ---------- Cash flows from investing activities Acquisitions, net of cash acquired (371.2) (23.1) Capital expenditures (40.1) (29.4) Other investing activity (8.3) (4.6) ----------- ---------- Cash used by investing activities $ (419.6) $ (57.1) ========== ========== Cash flows from financing activities: Proceeds from sale of common stock 289.9 - Changes in the accounts receivable securitization, net - (21.7) Other financing activity (19.9) (11.1) ---------- ---------- Cash provided by (used in) financing activities 270.0 (32.8) ---------- ---------- Effect of exchange rate changes on cash 0.1 (1.6) Net change in cash and cash equivalents 9.1 15.7 Cash and cash equivalents - beginning of period 66.0 50.3 ---------- ---------- Cash and cash equivalents - end of period $ 75.1 $ 66.0 ========== ==========
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: February 5, 2002 -----END PRIVACY-ENHANCED MESSAGE-----