Fisher Scientific (NYSE:FSH)
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Fisher Scientific International Inc. (NYSE: FSH), the world leader in
serving science, today reported record sales and earnings for the third
quarter ended Sept. 30, 2006, reflecting strong results in both the core
scientific-research and healthcare segments.
“We reported a record quarter, with sales,
earnings and operating income reaching new highs,”
said Paul M. Montrone, chairman and chief executive officer. “Our
financial results reflect the continued strength of our company and the
successful execution of our strategy.”
On May 8, Fisher Scientific and Thermo Electron Corporation (NYSE: TMO)
announced a definitive agreement to merge the two companies. As
previously disclosed, the U.S. Federal Trade Commission granted the
companies early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act for the merger. Assuming
that the European Commission clears the transaction on Nov. 9, the
company expects to complete the merger on that date.
Third-Quarter Reported Results
Sales for the third quarter increased 10.8 percent to $1,508.1 million
compared with $1,361.3 million in the corresponding period of 2005.
Excluding the effect of foreign exchange, sales totaled $1,492.4 million
in the third quarter, a 9.6 percent increase over the same quarter in
2005. Organic growth in the core scientific-research and healthcare
markets accelerated from the prior quarter to 8.6 percent. Including the
forecasted effect of reduced demand for safety-related products, organic
growth was 6.4 percent.
In European markets, organic growth was in the high single digits,
outpacing market growth, as a result of customer-specific initiatives
and programs to expand the company’s life
science product portfolio. Double-digit growth in Asia was driven
primarily by the increased pace of research activity in China.
Third-quarter net income was $151.8 million compared with $93.5 million
in the prior-year period. Income from continuing operations for the
third quarter increased to $149.3 million, or $1.12 per diluted share,
from $94.3 million, or 74 cents per diluted share, in the same period of
2005. Net income and income from continuing operations include $2.0
million, net of tax ($3.3 million pre-tax) of acquisition and
integration costs, $0.7 million, net of tax ($1.2 million pre-tax) of
restructuring expense, $7.8 million, net of tax ($12.5 million pre-tax)
of gain on the sale of investments, and $8.3 million, net of tax ($12.8
million pre-tax) of equity-based compensation expense related to FAS
123R, which are detailed in the attached supplementary tables.
For the nine months ended Sept. 30, 2006, sales totaled $4,386.3
million, a 9.4 percent increase over sales of $4,011.2 million in the
corresponding period last year. In the first nine months of 2006,
foreign exchange translation had a minimal effect on sales compared with
the corresponding period in the prior year. Net income in the first nine
months was $377.0 million compared with $271.9 million in the same
period of 2005. Income from continuing operations for the first nine
months was $376.9 million, or $2.86 per diluted share, compared with
$255.9 million, or $2.01 per diluted share in the prior-year period.
During the first nine months of 2006, Fisher generated $423.7 million in
cash from operations, primarily reflecting growth in operating earnings.
Capital expenditures during the same period were $115.4 million,
representing maintenance capital expenditures, investments in the company’s
life science and managed-services businesses, expansion of distribution
capabilities in Europe and the ongoing integration of Apogent
manufacturing facilities. In the first nine months, free cash flow,
defined as cash from operations less capital expenditures, was $308.3
million, compared with a full-year estimate of $525 million to $550
million.
Adjusted Financial Results
The following discussion excludes nonrecurring and special items and the
effect of equity-based compensation expense related to FAS 123R. In the
attached supplementary information tables, these items are reconciled to
the most directly comparable financial measures computed in accordance
with accounting principles generally accepted in the United States
(GAAP).
Operating income for the third quarter was $226.9 million, an increase
of 21.6 percent, compared with $186.6 million in the same quarter of
2005, reflecting increased sales volume, recent higher-margin
acquisitions, productivity initiatives, and incremental synergies from
the Apogent merger.
Third-quarter income from continuing operations increased 27.6 percent
to $152.5 million compared with $119.5 million in the corresponding
period of 2005. The increase primarily reflects growth in operating
income and a lower tax rate. Diluted earnings per share (EPS) from
continuing operations increased 23.7 percent to $1.15 in the third
quarter compared with 93 cents in the same period of 2005. Diluted EPS
from continuing operations excluding intangible asset amortization, net
of tax, totaled $1.24, a 24.0 percent increase compared with $1.00 in
the third quarter last year. Equity-based compensation expense related
to FAS 123R was 6 cents per diluted share in the third quarter of 2006.
Operating income for the nine-month period increased 15.9 percent to
$628.9 million compared with $542.7 million during the same period in
the prior year. Income from continuing operations for the first nine
months of 2006 increased 24.4 percent to $415.9 million compared with
$334.4 million in the same period of 2005.
Year-to-date diluted EPS from continuing operations was $3.16, an
increase of 20.6 percent, compared with $2.62 in the corresponding
period of 2005. Diluted EPS from continuing operations excluding
intangible asset amortization, net of tax, totaled $3.41, a 21.4 percent
increase compared with $2.81 in the same period last year. Equity-based
compensation expense was 19 cents per diluted share in the first nine
months of 2006.
Business-Segment Results
Sales of scientific products and services in the third quarter increased
to $1,165.3 million, a 9.9 percent increase compared with the prior-year
period. Excluding the effect of foreign exchange, third-quarter sales in
this segment rose 8.5 percent to $1,150.3 million.
Organic sales growth in the core scientific research market accelerated
from the prior quarter to 8.8 percent reflecting strength across all of
the company’s core customer segments.
Including the effect of safety-related products, organic growth in the
segment was 6.0 percent.
Mid-teens growth from pharma customers reflected strong demand for the
company’s proprietary product and service
offering. Continuing strong market conditions and the company’s
recent investments in sales and marketing initiatives resulted in more
than 20 percent growth from biotech customers. Growth in the academic
markets was in the mid single digits, reflecting consistent growth
across colleges and universities as well as medical research institutes.
Fisher realized mid single-digit growth in the industrial markets driven
by customer-specific sales initiatives and the ongoing strength of the
U.S. economy. Excluding safety-related products, which continue to be
affected by the forecasted slowdown in demand for domestic-preparedness
products, sales to government customers increased in the mid-teens,
fueled by strong demand from federal government agencies.
In the scientific products and services segment, operating income
increased 19.9 percent to $173.8 million from $144.9 million in the
corresponding period of 2005, primarily reflecting the benefit of
fixed-cost leverage, the sales benefit of investments in R&D and sales
and marketing initiatives, contributions from recently completed
higher-margin acquisitions and synergies from the Apogent merger.
For the nine months ended Sept. 30, 2006, sales of scientific products
and services increased 9.6 percent to $3,368.2 million compared with
$3,074.3 million in the comparable period of 2005. Foreign exchange
translation had minimal effect on sales of scientific products and
services in the first nine months of 2006 compared with the
corresponding period in the prior year.
For the first nine months, operating income in the scientific products
and services segment was $476.4 million, representing an increase of
14.4 percent from $416.5 million in the same period in 2005.
Third-quarter sales of healthcare products and services totaled $362.1
million, an increase of 14.0 percent compared with the prior-year
period. Excluding the effect of foreign exchange, sales totaled $361.2
million, a 13.8 percent increase from the corresponding period in the
prior year. Organic sales growth, excluding foreign exchange, was 8.6
percent in the third quarter compared with the same period last year,
representing the third consecutive quarter of accelerating growth. This
growth was fueled by increased sales of proprietary diagnostic tests and
an increase in outsourcing trends at life science and diagnostic
companies.
Operating income increased 27.3 percent to $53.1 million from $41.7
million in the third quarter last year, reflecting fixed-cost leverage,
increased productivity and incremental synergies related to the Apogent
merger.
For the first nine months, sales of healthcare products and services
increased 9.3 percent to $1,072.0 million compared with the first nine
months of 2005. Excluding the effect of foreign exchange, sales totaled
$1,072.9 million, a 9.4 percent increase compared with the first nine
months of 2005. Year-to-date operating income increased 20.8 percent to
$152.6 million from $126.3 million in the corresponding period last year.
Company Outlook
Consistent with the company’s prior practice,
Fisher is providing guidance for its 2006 financial results. This
outlook reflects the forecasted results of Fisher Scientific on a
stand-alone basis and does not incorporate the costs and potential
synergies associated with the pending merger with Thermo Electron.
For 2006, Fisher Scientific expects total sales growth, excluding the
translation effect of foreign exchange, of approximately 10 percent,
with organic growth in the core scientific research and healthcare
markets of approximately 8 percent. Including the effect of
safety-related products, the company expects organic growth to be
approximately 6 percent. The company is raising its guidance for
operating income margin to a range of 14.4 percent to 14.5 percent for
the full year, compared with the previous guidance of 14.1 percent to
14.3 percent.
The company is raising its full-year earnings guidance to $4.30 to $4.35
per share, reflecting continued strong operating results and a reduced
long-term tax rate of approximately 24 percent for the full year.
Diluted EPS excluding intangible asset amortization, net of tax, is
expected to be in the range of $4.65 to $4.70. The company’s
guidance for operating income and earnings excludes discontinued
operations, nonrecurring and special items, and the effect of
equity-based compensation expense related to FAS 123R, which is expected
to be approximately 28 cents per share.
Fisher is maintaining its guidance for 2006 cash from operations in the
range of $675 million to $700 million, and free cash flow in the range
of $525 million to $550 million.
In light of the pending merger with Thermo Electron, Fisher Scientific
will not be hosting an earnings conference call.
Fisher Scientific: The World Leader
in Serving Science
Fisher Scientific International Inc. (NYSE: FSH) is a leading provider
of products and services to the scientific community. Fisher facilitates
discovery by supplying researchers and clinicians in labs around the
world with the tools they need. We serve pharmaceutical and biotech
companies; colleges and universities; medical-research institutions;
hospitals; reference, quality-control, process-control and R&D labs in
various industries; as well as government agencies. From biochemicals,
cell-culture media and proprietary RNAi technology to rapid-diagnostic
tests, safety products and other consumable supplies, Fisher provides
more than 600,000 products and services. This broad offering, combined
with Fisher’s globally integrated supply
chain and unmatched sales and marketing capabilities, helps make our
350,000 customers more efficient and effective at what they do.
Founded in 1902, Fisher Scientific is a FORTUNE 500 company and
is a component of the S&P 500 Index. With approximately 19,500 employees
worldwide, the company had revenues of $5.6 billion in 2005. Fisher
Scientific is a company committed to delivering on our promises —
to customers, shareholders and employees alike. Additional information
about Fisher is available on the company’s
Web site at www.fisherscientific.com.
Use of Non-GAAP Financial Measures
To supplement Fisher Scientific’s
financial statements presented in accordance with accounting principles
generally accepted in the United States of America (GAAP), the company
provides certain non-GAAP measures of financial performance and
liquidity, as more fully discussed below.
Fisher Scientific defines adjusted income from continuing operations,
adjusted diluted income per share from continuing operations (also
referred to as adjusted diluted earnings per share), and adjusted
operating income as income from continuing operations, diluted income
per share from continuing operations and operating income,
respectively, each computed in accordance with GAAP, excluding the
effect of equity-based compensation expense related to the adoption of
FAS 123R and items that the company considers to be special or
nonrecurring to the company’s operations. The
company defines adjusted operating margin as adjusted operating income
as a percentage of sales. The company calculates and discloses these
aforementioned non-GAAP measures because it believes that these measures
may assist investors in evaluating trends of the company’s
operating results without regard to the effect of equity-based
compensation expense related to the adoption of FAS 123R and items that
are special or not considered recurring. Fisher defines adjusted diluted
income per share from continuing operations excluding intangible asset
amortization as adjusted diluted income per share from continuing
operations plus amortization of intangible assets as calculated on a per
diluted share basis. The company calculates and discloses this measure
because it believes that the exclusion of the intangibles amortization
may assist investors in evaluating the company’s
operating results that are consistent over time for both newly acquired
and historical businesses. The company defines free cash flow as cash
provided by operating activities less capital expenditures, each
computed in accordance with GAAP. Fisher Scientific believes that free
cash flow is a useful measure of liquidity.
Investors should recognize these non-GAAP measures may not be
comparable to similarly titled measures of other companies and that the
measures presented are not a substitute or alternative for measures of
financial performance determined in accordance with GAAP.
Forward-looking Statements
This announcement includes “forward-looking
statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. All such statements are based
on current expectations and projections about future events. No
assurances can be given that Fisher Scientific’s
assumptions and expectations will prove to have been correct, and actual
results could vary materially from these assumptions and expectations.
Important factors that could cause actual results to differ materially
from the results predicted include challenges presented by our
acquisitions; economic and political risks related to our international
operations; changes in the healthcare industry; the impact of government
regulation; dependence on our customers' research and development
efforts; and changes or disruptions in our relationships with our
customers, suppliers and key employees, together with other potential
risks and uncertainties, all of which are detailed under the captions “Risk
Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
in Fisher Scientific’s annual reports on Form
10-K and its other filings with the Securities and Exchange Commission.
Copies of such reports are available on Fisher Scientific’s
Web site at www.fisherscientific.com
and on the SEC’s Web site at www.sec.gov.
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.
Table 1
Fisher Scientific International Inc.
Consolidated Statement of Operations
(in millions, except per share data)
(UNAUDITED)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2006
2005
2006
2005
Net sales
$ 1,508.1
$ 1,361.3
$ 4,386.3
$ 4,011.2
Cost of sales
963.4
884.6
2,787.1
2,620.0
Selling, general and administrative expense
333.5
302.7
1,036.5
900.3
Restructuring expense
1.2
4.3
5.3
17.5
Operating income
210.0
169.7
557.4
473.4
Interest expense
33.8
21.9
95.7
80.1
Other (income) expense, net
(16.3)
36.1
(22.8)
63.9
Income from continuing operations before income taxes
192.5
111.7
484.5
329.4
Income tax provision
43.2
17.4
107.6
73.5
Income from continuing operations
149.3
94.3
376.9
255.9
Income (loss) from discontinued operations, net of tax
2.5
(0.8)
0.1
16.0
Net income
$ 151.8
$ 93.5
$ 377.0
$ 271.9
Basic net income per common share:
Income from continuing operations
$ 1.20
$ 0.78
$ 3.03
$ 2.12
Income (loss) from discontinued operations
0.02
(0.01)
-
0.13
Net income
$ 1.22
$ 0.77
$ 3.03
$ 2.25
Diluted net income per common share:
Income from continuing operations
$ 1.12
$ 0.74
$ 2.86
$ 2.01
Income (loss) from discontinued operations
0.02
(0.01)
-
0.13
Net income
$ 1.14
$ 0.73
$ 2.86
$ 2.14
Weighted average common shares outstanding:
Basic
124.9
122.2
124.3
120.9
Diluted
133.0
128.5
131.7
127.2
The Laboratory Workstations business and Atos Medical Holding AB
(sold on April 5, 2005) are reflected as discontinued operations for
all periods presented.
Table 2
Fisher Scientific International Inc.
Segment Results
(in millions)
(UNAUDITED)
Three Months Ended
Nine Months Ended
September 30,
September 30,
Growth
Growth
2006
Rate
2005
2006
Rate
2005
Net sales
Scientific Products and Services
$ 1,165.3
9.9%
$ 1,060.1
$ 3,368.2
9.6%
$ 3,074.3
Healthcare Products and Services
362.1
14.0%
317.5
1,072.0
9.3%
980.4
Eliminations
(19.3)
(16.3)
(53.9)
(43.5)
Total
$ 1,508.1
10.8%
$ 1,361.3
$ 4,386.3
9.4%
$ 4,011.2
Three Months Ended
Nine Months Ended
September 30,
September 30,
Operating
Operating
Operating
Operating
2006
Margin
2005
Margin
2006
Margin
2005
Margin
Operating income
Scientific Products and Services
$ 173.8
14.9%
$ 144.9
13.7%
$ 476.4
14.1%
$ 416.5
13.5%
Healthcare Products and Services
53.1
14.7%
41.7
13.1%
152.6
14.2%
126.3
12.9%
Eliminations
-
-
(0.1)
(0.1)
Segment sub-total
226.9
15.0%
186.6
13.7%
628.9
14.3%
542.7
13.5%
Restructuring expense
(1.2)
(4.3)
(5.3)
(17.5)
Acquisition, integration and other costs
(2.9)
(12.0)
(25.0)
(31.1)
Inventory step-up amortization
-
(0.6)
(2.3)
(20.7)
Equity-based compensation expense
(12.8)
N/A
(38.9)
N/A
Operating income
$ 210.0
13.9%
$ 169.7
12.5%
$ 557.4
12.7%
$ 473.4
11.8%
The Laboratory Workstations business and Atos Medical Holding AB
(sold on April 5, 2005) are reflected as discontinued operations for
all periods presented.
Table 3
Fisher Scientific International Inc.
Condensed Consolidated Balance Sheet
(in millions)
September 30,
December 31,
2006
2005
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents
$ 279.2
$ 407.2
Accounts receivable
805.3
679.4
Inventories
646.1
589.0
Other current assets
279.7
276.2
Assets held for sale
41.3
39.5
Total current assets
2,051.6
1,991.3
Property, plant and equipment
843.3
788.2
Goodwill
4,100.6
3,769.8
Intangible assets
1,710.0
1,569.1
Other assets
314.9
268.1
Long-term assets held for sale
53.5
59.2
Total assets
$ 9,073.9
$ 8,445.7
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt
$ 38.2
$ 74.5
Accounts payable
489.5
479.9
Accrued and other current liabilities
452.0
429.5
Liabilities held for sale
25.4
30.9
Total current liabilities
1,005.1
1,014.8
Long-term debt
2,111.9
2,135.4
Other long-term liabilities
1,032.7
983.0
Long-term liabilities held for sale
8.1
8.2
Total liabilities
4,157.8
4,141.4
Stockholders' equity
4,916.1
4,304.3
Total liabilities and stockholders' equity
$ 9,073.9
$ 8,445.7
The Laboratory Workstations business and Atos Medical Holding AB
(sold on April 5, 2005) are reflected as discontinued operations for
all periods presented.
Table 4
Fisher Scientific International Inc.
Condensed Consolidated Statement of Cash Flows
(in millions)
(UNAUDITED)
Nine Months Ended
September 30,
2006
2005
Cash flows from operating activities:
Net income
$ 377.0
$ 271.9
Depreciation and amortization
161.2
149.5
Other adjustments to reconcile net income to cash provided by
operating activities
75.1
94.4
Changes in working capital and other assets and liabilities
(189.6)
(120.0)
Cash provided by operating activities
423.7
395.8
Cash flows from investing activities:
Capital expenditures
(115.4)
(100.3)
Acquisitions, net of cash acquired
(470.2)
(263.8)
Proceeds from sale of business
1.0
109.5
Other investing activities
(16.4)
8.0
Cash used in investing activities
(601.0)
(246.6)
Cash flows from financing activities:
Proceeds from stock options exercised
61.9
119.0
Net change in debt
(60.9)
(150.1)
Other financing activities
27.9
(78.3)
Cash provided by (used in) financing activities
28.9
(109.4)
Effect of exchange rate changes on cash and cash equivalents
20.4
(13.1)
Net change in cash and cash equivalents
(128.0)
26.7
Cash and cash equivalents - beginning of period
407.2
162.5
Cash and cash equivalents - end of period
$ 279.2
$ 189.2
Table 5
Fisher Scientific International Inc.
Statement of Operations
Supplemental Information
(in millions, except per share data)
(UNAUDITED)
Three Months Ended
September 30, 2006
September 30, 2005
As Reported
Adjustments
As Adjusted
As Reported
Adjustments
As Adjusted
Net sales
$ 1,508.1
$ -
$ 1,508.1
$ 1,361.3
$ -
$ 1,361.3
Cost of sales
963.4
(0.1)
963.3
884.6
(6.4)
878.2
Selling, general and administrative expense
333.5
(15.6)
317.9
302.7
(6.2)
296.5
Restructuring expense
1.2
(1.2)
-
4.3
(4.3)
-
Operating income
210.0
16.9
226.9
169.7
16.9
186.6
Interest expense
33.8
-
33.8
21.9
5.3
27.2
Other (income) expense, net
(16.3)
12.1
(4.2)
36.1
(38.3)
(2.2)
Income from continuing operations before income taxes
192.5
4.8
197.3
111.7
49.9
161.6
Income tax provision
43.2
1.6
44.8
17.4
24.7
42.1
Income from continuing operations
149.3
3.2
152.5
94.3
25.2
119.5
Income from discontinued operations, net of tax
2.5
-
2.5
(0.8)
-
(0.8)
Net income
$ 151.8
$ 3.2
$ 155.0
$ 93.5
$ 25.2
$ 118.7
Diluted net income per common share:
Income from continuing operations
$ 1.12
$ 0.03
$ 1.15
$ 0.74
$ 0.19
$ 0.93
Income from discontinued operations
0.02
-
0.02
(0.01)
-
(0.01)
Net income
$ 1.14
$ 0.03
$ 1.17
$ 0.73
$ 0.19
$ 0.92
Diluted weighted average common shares outstanding
133.0
133.0
128.5
128.5
Additional Supplemental Information and Reconciliation of GAAP
to Non-GAAP Diluted EPS
GAAP income from continuing operations
$ 1.12
$ 0.74
Non-recurring and special items
(0.03)
0.19
Equity-based compensation expense
0.06
N/A
Adjustments (above)
0.03
0.19
Sub-total
1.15
0.93
Intangible asset amortization, net of tax
0.09
0.07
Income from continuing operations, excluding adjustments and
intangible asset amortization, net of tax
$ 1.24
$ 1.00
The Laboratory Workstations business and Atos Medical Holding AB
(sold on April 5, 2005) are reflected as discontinued operations for
all periods presented.
Table 5A
Fisher Scientific International Inc.
Statement of Operations
Supplemental Information - Adjustments
(in millions)
(unaudited)
Three Months Ended
September 30, 2006
Income From
Continuing
Income
Other
Operations
Income
From
Cost of
SG&A
Restructuring
Operating
Interest
(Income)
Before
Tax
Continuing
Adjustments
Sales
Expense
Expense
Income
Expense
Expense
Income Taxes
Provision
Operations
(1)Acquisition and integration costs
$ -
$ (2.9)
$ -
$ 2.9
$ -
$ (0.4)
$ 3.3
$ 1.3
$ 2.0
(2)Restructuring expense
-
-
(1.2)
1.2
-
-
1.2
0.5
0.7
(3)Gain on sale of investment
-
-
-
-
-
12.5
(12.5)
(4.7)
(7.8)
(4)Equity-based compensation expense
(0.1)
(12.7)
-
12.8
-
-
12.8
4.5
8.3
$ (0.1)
$ (15.6)
$ (1.2)
$ 16.9
$ -
$ 12.1
$ 4.8
$ 1.6
$ 3.2
Three Months Ended September 30, 2005
Income From
Continuing
Income
Other
Operations
Income
From
Cost of
SG&A
Restructuring
Operating
Interest
(Income)
Before
Tax
Continuing
Adjustments
Sales
Expense
Expense
Income
Expense
Expense
Income Taxes
Provision
Operations
(1)Acquisition and integration costs
$ (3.6)
$ (5.4)
$ -
$ 9.0
$ -
$ -
$ 9.0
$ 3.1
$ 5.9
(2)Restructuring expense
-
-
(4.3)
4.3
-
-
4.3
1.6
2.7
(5)Asset impairment
(2.8)
(0.8)
-
3.6
-
-
3.6
1.3
2.3
(6)Debt refinancing costs
-
-
-
-
-
(38.3)
38.3
13.8
24.5
(7)Gain on interest rate swaps
-
-
-
-
5.3
-
(5.3)
(1.9)
(3.4)
(8)Income taxes
-
-
-
-
-
-
-
6.8
(6.8)
$ (6.4)
$ (6.2)
$ (4.3)
$ 16.9
$ 5.3
$ (38.3)
$ 49.9
$ 24.7
$ 25.2
(1)Represents planned inventory step-up amortization related to
acquisitions ($0.0 and $0.6 before tax in 2006 and 2005,
respectively), transaction costs related to the previously announced
Thermo / Fisher merger ($3.3 and $0.0 before tax in 2006 and 2005,
respectively) and integration and other costs ($0.0 and $8.4 before
tax in 2006 and 2005, respectively).
(2)Represents restructuring expenses, including employee termination
and other exit costs associated with various consolidation projects.
(3)Represents gain attributable to the sale of a non-operating
investment.
(4)Represents non-cash stock compensation expense attributable to
the adoption of SFAS 123R.
(5)Represents write-off of long-lived assets associated with the
closure/exit of certain facilities and integration of business units
in 2005.
(6)Represents refinancing costs primarily incurred in connection
with the cash tender offer and redemption of the 8% senior
subordinated notes and open market purchases of the 8 1/8% senior
subordinated notes.
(7)Represents gain recognized on termination of interest rate swaps.
(8)Represents a credit related to finalizing certain domestic and
foreign tax audits and negotiations.
Table 6
Fisher Scientific International Inc.
Statement of Operations
Supplemental Information
(in millions, except per share data)
(UNAUDITED)
Nine Months Ended
September 30, 2006
September 30, 2005
As
As
As
As
Reported
Adjustments
Adjusted
Reported
Adjustments
Adjusted
Net sales
$ 4,386.3
$ -
$ 4,386.3
$ 4,011.2
$ -
$ 4,011.2
Cost of sales
2,787.1
(2.9)
2,784.2
2,620.0
(31.3)
2,588.7
Selling, general and administrative expense
1,036.5
(63.3)
973.2
900.3
(20.5)
879.8
Restructuring expense
5.3
(5.3)
-
17.5
(17.5)
-
Operating income
557.4
71.5
628.9
473.4
69.3
542.7
Interest expense
95.7
-
95.7
80.1
5.3
85.4
Other (income) expense, net
(22.8)
10.3
(12.5)
63.9
(68.6)
(4.7)
Income from continuing operations before income taxes
484.5
61.2
545.7
329.4
132.6
462.0
Income tax provision
107.6
22.2
129.8
73.5
54.1
127.6
Income from continuing operations
376.9
39.0
415.9
255.9
78.5
334.4
Income (loss) from discontinued operations, net of tax
0.1
-
0.1
16.0
-
16.0
Net income
$ 377.0
$ 39.0
$ 416.0
$ 271.9
$ 78.5
$ 350.4
Diluted net income per common share:
Income from continuing operations
$ 2.86
$ 0.30
$ 3.16
$ 2.01
$ 0.61
$ 2.62
Income (loss) from discontinued operations
-
-
-
0.13
-
0.13
Net income
$ 2.86
$ 0.30
$ 3.16
$ 2.14
$ 0.61
$ 2.75
Diluted weighted average common shares outstanding
131.7
131.7
127.2
127.2
Additional Supplemental Information and Reconciliation of GAAP
to Non-GAAP Diluted EPS
GAAP income from continuing operations
$ 2.86
$ 2.01
Non-recurring and special items
0.11
0.61
Equity-based compensation expense
0.19
N/A
Adjustments (above)
0.30
0.61
Sub-total
3.16
2.62
Intangible asset amortization, net of tax
0.25
0.19
Income from continuing operations, excluding adjustments and
intangible asset amortization, net of tax
$ 3.41
$ 2.81
The Laboratory Workstations business and Atos Medical Holding AB
(sold on April 5, 2005) are reflected as discontinued operations for
all periods presented.
Table 6A
Fisher Scientific International Inc.
Statement of Operations
Supplemental Information - Adjustments
(in millions)
(unaudited)
Nine Months Ended September 30, 2006
Income From
Continuing
Income
Other
Operations
Income
From
Cost of
SG&A
Restructuring
Operating
Interest
(Income)
Before
Tax
Continuing
Adjustments
Sales
Expense
Expense
Income
Expense
Expense
Income Taxes
Provision
Operations
(1)Acquisition and integration costs
$ (2.6)
$ (24.7)
$ -
$ 27.3
$ -
$ (0.4)
$ 27.7
$ 10.4
$ 17.3
(2)Restructuring expense
-
-
(5.3)
5.3
-
-
5.3
2.0
3.3
(3)Asset impairment
-
-
-
-
-
(2.0)
2.0
0.7
1.3
(4)Gain on sale of investments
-
-
-
-
-
12.7
(12.7)
(4.7)
(8.0)
(5)Equity-based compensation expense
(0.3)
(38.6)
-
38.9
-
-
38.9
13.8
25.1
$ (2.9)
$ (63.3)
$ (5.3)
$ 71.5
$ -
$ 10.3
$ 61.2
$ 22.2
$ 39.0
Nine Months Ended September 30, 2005
Income From
Continuing
Income
Other
Operations
Income
From
Cost of
SG&A
Restructuring
Operating
Interest
(Income)
Before
Tax
Continuing
Adjustments
Sales
Expense
Expense
Income
Expense
Expense
Income Taxes
Provision
Operations
(1)Acquisition and integration costs
$ (27.8)
$ (15.9)
$ -
$ 43.7
$ -
$ 0.5
$ 43.2
$ 15.2
$ 28.0
(2)Restructuring expense
-
-
(17.5)
17.5
-
-
17.5
6.2
11.3
(3)Asset impairment
(3.5)
(4.6)
-
8.1
-
-
8.1
2.9
5.2
(4)Gain on sale of investments
-
-
-
-
-
1.4
(1.4)
(0.5)
(0.9)
(6)Debt refinancing costs
-
-
-
-
-
(70.5)
70.5
25.4
45.1
(7)Interest rate swaps
-
-
-
-
5.3
-
(5.3)
(1.9)
(3.4)
(8)Income taxes
-
-
-
-
-
-
-
6.8
(6.8)
$ (31.3)
$ (20.5)
$ (17.5)
$ 69.3
$ 5.3
$ (68.6)
$ 132.6
$ 54.1
$ 78.5
(1)Represents planned inventory step-up amortization related to
acquisitions ($2.3 and $20.7 before tax in 2006 and 2005,
respectively), transaction costs related to the previously announced
Thermo / Fisher merger ($21.3 and $0.0 before tax in 2006 and 2005,
respectively), integration and other costs ($4.1 and $23.0 before
tax in 2006 and 2005, respectively) and other non-recurring income
($0.0 and $0.5 before tax in 2006 and 2005, respectively).
(2)Represents restructuring expenses, including employee termination
and other exit costs associated with various consolidation projects.
(3)Represents non-cash write-off of non-operating investment in 2006
and write-off of long-lived assets associated with the closure/exit
of certain facilities and integration of business units in 2005.
(4)Represents gain attributable to the sale of non-operating
investments.
(5)Represents non-cash stock compensation expense attributable to
the adoption of SFAS 123R.
(6)Represents refinancing costs primarily incurred in connection
with the cash tender offer and redemption of the 8% senior
subordinated notes and open market purchases of the 8 1/8% senior
subordinated notes.
(7)Represents gain recognized on termination of interest rate swaps.
(8)Represents a credit related to finalizing certain domestic and
foreign tax audits and negotiations.
Fisher Scientific International Inc. (NYSE: FSH), the world leader
in serving science, today reported record sales and earnings for the
third quarter ended Sept. 30, 2006, reflecting strong results in both
the core scientific-research and healthcare segments.
"We reported a record quarter, with sales, earnings and operating
income reaching new highs," said Paul M. Montrone, chairman and chief
executive officer. "Our financial results reflect the continued
strength of our company and the successful execution of our strategy."
On May 8, Fisher Scientific and Thermo Electron Corporation (NYSE:
TMO) announced a definitive agreement to merge the two companies. As
previously disclosed, the U.S. Federal Trade Commission granted the
companies early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act for the merger. Assuming
that the European Commission clears the transaction on Nov. 9, the
company expects to complete the merger on that date.
Third-Quarter Reported Results
Sales for the third quarter increased 10.8 percent to $1,508.1
million compared with $1,361.3 million in the corresponding period of
2005. Excluding the effect of foreign exchange, sales totaled $1,492.4
million in the third quarter, a 9.6 percent increase over the same
quarter in 2005. Organic growth in the core scientific-research and
healthcare markets accelerated from the prior quarter to 8.6 percent.
Including the forecasted effect of reduced demand for safety-related
products, organic growth was 6.4 percent.
In European markets, organic growth was in the high single digits,
outpacing market growth, as a result of customer-specific initiatives
and programs to expand the company's life science product portfolio.
Double-digit growth in Asia was driven primarily by the increased pace
of research activity in China.
Third-quarter net income was $151.8 million compared with $93.5
million in the prior-year period. Income from continuing operations
for the third quarter increased to $149.3 million, or $1.12 per
diluted share, from $94.3 million, or 74 cents per diluted share, in
the same period of 2005. Net income and income from continuing
operations include $2.0 million, net of tax ($3.3 million pre-tax) of
acquisition and integration costs, $0.7 million, net of tax ($1.2
million pre-tax) of restructuring expense, $7.8 million, net of tax
($12.5 million pre-tax) of gain on the sale of investments, and $8.3
million, net of tax ($12.8 million pre-tax) of equity-based
compensation expense related to FAS 123R, which are detailed in the
attached supplementary tables.
For the nine months ended Sept. 30, 2006, sales totaled $4,386.3
million, a 9.4 percent increase over sales of $4,011.2 million in the
corresponding period last year. In the first nine months of 2006,
foreign exchange translation had a minimal effect on sales compared
with the corresponding period in the prior year. Net income in the
first nine months was $377.0 million compared with $271.9 million in
the same period of 2005. Income from continuing operations for the
first nine months was $376.9 million, or $2.86 per diluted share,
compared with $255.9 million, or $2.01 per diluted share in the
prior-year period.
During the first nine months of 2006, Fisher generated $423.7
million in cash from operations, primarily reflecting growth in
operating earnings. Capital expenditures during the same period were
$115.4 million, representing maintenance capital expenditures,
investments in the company's life science and managed-services
businesses, expansion of distribution capabilities in Europe and the
ongoing integration of Apogent manufacturing facilities. In the first
nine months, free cash flow, defined as cash from operations less
capital expenditures, was $308.3 million, compared with a full-year
estimate of $525 million to $550 million.
Adjusted Financial Results
The following discussion excludes nonrecurring and special items
and the effect of equity-based compensation expense related to FAS
123R. In the attached supplementary information tables, these items
are reconciled to the most directly comparable financial measures
computed in accordance with accounting principles generally accepted
in the United States (GAAP).
Operating income for the third quarter was $226.9 million, an
increase of 21.6 percent, compared with $186.6 million in the same
quarter of 2005, reflecting increased sales volume, recent
higher-margin acquisitions, productivity initiatives, and incremental
synergies from the Apogent merger.
Third-quarter income from continuing operations increased 27.6
percent to $152.5 million compared with $119.5 million in the
corresponding period of 2005. The increase primarily reflects growth
in operating income and a lower tax rate. Diluted earnings per share
(EPS) from continuing operations increased 23.7 percent to $1.15 in
the third quarter compared with 93 cents in the same period of 2005.
Diluted EPS from continuing operations excluding intangible asset
amortization, net of tax, totaled $1.24, a 24.0 percent increase
compared with $1.00 in the third quarter last year. Equity-based
compensation expense related to FAS 123R was 6 cents per diluted share
in the third quarter of 2006.
Operating income for the nine-month period increased 15.9 percent
to $628.9 million compared with $542.7 million during the same period
in the prior year. Income from continuing operations for the first
nine months of 2006 increased 24.4 percent to $415.9 million compared
with $334.4 million in the same period of 2005.
Year-to-date diluted EPS from continuing operations was $3.16, an
increase of 20.6 percent, compared with $2.62 in the corresponding
period of 2005. Diluted EPS from continuing operations excluding
intangible asset amortization, net of tax, totaled $3.41, a 21.4
percent increase compared with $2.81 in the same period last year.
Equity-based compensation expense was 19 cents per diluted share in
the first nine months of 2006.
Business-Segment Results
Sales of scientific products and services in the third quarter
increased to $1,165.3 million, a 9.9 percent increase compared with
the prior-year period. Excluding the effect of foreign exchange,
third-quarter sales in this segment rose 8.5 percent to $1,150.3
million.
Organic sales growth in the core scientific research market
accelerated from the prior quarter to 8.8 percent reflecting strength
across all of the company's core customer segments. Including the
effect of safety-related products, organic growth in the segment was
6.0 percent.
Mid-teens growth from pharma customers reflected strong demand for
the company's proprietary product and service offering. Continuing
strong market conditions and the company's recent investments in sales
and marketing initiatives resulted in more than 20 percent growth from
biotech customers. Growth in the academic markets was in the mid
single digits, reflecting consistent growth across colleges and
universities as well as medical research institutes. Fisher realized
mid single-digit growth in the industrial markets driven by
customer-specific sales initiatives and the ongoing strength of the
U.S. economy. Excluding safety-related products, which continue to be
affected by the forecasted slowdown in demand for
domestic-preparedness products, sales to government customers
increased in the mid-teens, fueled by strong demand from federal
government agencies.
In the scientific products and services segment, operating income
increased 19.9 percent to $173.8 million from $144.9 million in the
corresponding period of 2005, primarily reflecting the benefit of
fixed-cost leverage, the sales benefit of investments in R&D and sales
and marketing initiatives, contributions from recently completed
higher-margin acquisitions and synergies from the Apogent merger.
For the nine months ended Sept. 30, 2006, sales of scientific
products and services increased 9.6 percent to $3,368.2 million
compared with $3,074.3 million in the comparable period of 2005.
Foreign exchange translation had minimal effect on sales of scientific
products and services in the first nine months of 2006 compared with
the corresponding period in the prior year.
For the first nine months, operating income in the scientific
products and services segment was $476.4 million, representing an
increase of 14.4 percent from $416.5 million in the same period in
2005.
Third-quarter sales of healthcare products and services totaled
$362.1 million, an increase of 14.0 percent compared with the
prior-year period. Excluding the effect of foreign exchange, sales
totaled $361.2 million, a 13.8 percent increase from the corresponding
period in the prior year. Organic sales growth, excluding foreign
exchange, was 8.6 percent in the third quarter compared with the same
period last year, representing the third consecutive quarter of
accelerating growth. This growth was fueled by increased sales of
proprietary diagnostic tests and an increase in outsourcing trends at
life science and diagnostic companies.
Operating income increased 27.3 percent to $53.1 million from
$41.7 million in the third quarter last year, reflecting fixed-cost
leverage, increased productivity and incremental synergies related to
the Apogent merger.
For the first nine months, sales of healthcare products and
services increased 9.3 percent to $1,072.0 million compared with the
first nine months of 2005. Excluding the effect of foreign exchange,
sales totaled $1,072.9 million, a 9.4 percent increase compared with
the first nine months of 2005. Year-to-date operating income increased
20.8 percent to $152.6 million from $126.3 million in the
corresponding period last year.
Company Outlook
Consistent with the company's prior practice, Fisher is providing
guidance for its 2006 financial results. This outlook reflects the
forecasted results of Fisher Scientific on a stand-alone basis and
does not incorporate the costs and potential synergies associated with
the pending merger with Thermo Electron.
For 2006, Fisher Scientific expects total sales growth, excluding
the translation effect of foreign exchange, of approximately 10
percent, with organic growth in the core scientific research and
healthcare markets of approximately 8 percent. Including the effect of
safety-related products, the company expects organic growth to be
approximately 6 percent. The company is raising its guidance for
operating income margin to a range of 14.4 percent to 14.5 percent for
the full year, compared with the previous guidance of 14.1 percent to
14.3 percent.
The company is raising its full-year earnings guidance to $4.30 to
$4.35 per share, reflecting continued strong operating results and a
reduced long-term tax rate of approximately 24 percent for the full
year. Diluted EPS excluding intangible asset amortization, net of tax,
is expected to be in the range of $4.65 to $4.70. The company's
guidance for operating income and earnings excludes discontinued
operations, nonrecurring and special items, and the effect of
equity-based compensation expense related to FAS 123R, which is
expected to be approximately 28 cents per share.
Fisher is maintaining its guidance for 2006 cash from operations
in the range of $675 million to $700 million, and free cash flow in
the range of $525 million to $550 million.
In light of the pending merger with Thermo Electron, Fisher
Scientific will not be hosting an earnings conference call.
Fisher Scientific: The World Leader in Serving Science
Fisher Scientific International Inc. (NYSE: FSH) is a leading
provider of products and services to the scientific community. Fisher
facilitates discovery by supplying researchers and clinicians in labs
around the world with the tools they need. We serve pharmaceutical and
biotech companies; colleges and universities; medical-research
institutions; hospitals; reference, quality-control, process-control
and R&D labs in various industries; as well as government agencies.
From biochemicals, cell-culture media and proprietary RNAi technology
to rapid-diagnostic tests, safety products and other consumable
supplies, Fisher provides more than 600,000 products and services.
This broad offering, combined with Fisher's globally integrated supply
chain and unmatched sales and marketing capabilities, helps make our
350,000 customers more efficient and effective at what they do.
Founded in 1902, Fisher Scientific is a FORTUNE 500 company and is
a component of the S&P 500 Index. With approximately 19,500 employees
worldwide, the company had revenues of $5.6 billion in 2005. Fisher
Scientific is a company committed to delivering on our promises -- to
customers, shareholders and employees alike. Additional information
about Fisher is available on the company's Web site at
www.fisherscientific.com.
Use of Non-GAAP Financial Measures
To supplement Fisher Scientific's financial statements presented
in accordance with accounting principles generally accepted in the
United States of America (GAAP), the company provides certain non-GAAP
measures of financial performance and liquidity, as more fully
discussed below.
Fisher Scientific defines adjusted income from continuing
operations, adjusted diluted income per share from continuing
operations (also referred to as adjusted diluted earnings per share),
and adjusted operating income as income from continuing operations,
diluted income per share from continuing operations and operating
income, respectively, each computed in accordance with GAAP, excluding
the effect of equity-based compensation expense related to the
adoption of FAS 123R and items that the company considers to be
special or nonrecurring to the company's operations. The company
defines adjusted operating margin as adjusted operating income as a
percentage of sales. The company calculates and discloses these
aforementioned non-GAAP measures because it believes that these
measures may assist investors in evaluating trends of the company's
operating results without regard to the effect of equity-based
compensation expense related to the adoption of FAS 123R and items
that are special or not considered recurring. Fisher defines adjusted
diluted income per share from continuing operations excluding
intangible asset amortization as adjusted diluted income per share
from continuing operations plus amortization of intangible assets as
calculated on a per diluted share basis. The company calculates and
discloses this measure because it believes that the exclusion of the
intangibles amortization may assist investors in evaluating the
company's operating results that are consistent over time for both
newly acquired and historical businesses. The company defines free
cash flow as cash provided by operating activities less capital
expenditures, each computed in accordance with GAAP. Fisher Scientific
believes that free cash flow is a useful measure of liquidity.
Investors should recognize these non-GAAP measures may not be
comparable to similarly titled measures of other companies and that
the measures presented are not a substitute or alternative for
measures of financial performance determined in accordance with GAAP.
Forward-looking Statements
This announcement includes "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. All
such statements are based on current expectations and projections
about future events. No assurances can be given that Fisher
Scientific's assumptions and expectations will prove to have been
correct, and actual results could vary materially from these
assumptions and expectations. Important factors that could cause
actual results to differ materially from the results predicted include
challenges presented by our acquisitions; economic and political risks
related to our international operations; changes in the healthcare
industry; the impact of government regulation; dependence on our
customers' research and development efforts; and changes or
disruptions in our relationships with our customers, suppliers and key
employees, together with other potential risks and uncertainties, all
of which are detailed under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Fisher Scientific's annual reports on Form
10-K and its other filings with the Securities and Exchange
Commission. Copies of such reports are available on Fisher
Scientific's Web site at www.fisherscientific.com and on the SEC's Web
site at www.sec.gov. 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.
-0-
*T
Table 1
Fisher Scientific International Inc.
Consolidated Statement of Operations
(in millions, except per share data)
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
2006 2005 2006 2005
--------- --------- --------- ---------
Net sales $1,508.1 $1,361.3 $4,386.3 $4,011.2
Cost of sales 963.4 884.6 2,787.1 2,620.0
Selling, general and
administrative expense 333.5 302.7 1,036.5 900.3
Restructuring expense 1.2 4.3 5.3 17.5
--------- --------- --------- ---------
Operating income 210.0 169.7 557.4 473.4
Interest expense 33.8 21.9 95.7 80.1
Other (income) expense, net (16.3) 36.1 (22.8) 63.9
--------- --------- --------- ---------
Income from continuing
operations before income
taxes 192.5 111.7 484.5 329.4
Income tax provision 43.2 17.4 107.6 73.5
--------- --------- --------- ---------
Income from continuing
operations 149.3 94.3 376.9 255.9
Income (loss) from
discontinued operations, net
of tax 2.5 (0.8) 0.1 16.0
--------- --------- --------- ---------
Net income $151.8 $93.5 $377.0 $271.9
========= ========= ========= =========
Basic net income per common
share:
Income from continuing
operations $1.20 $0.78 $3.03 $2.12
Income (loss) from
discontinued operations 0.02 (0.01) - 0.13
--------- --------- --------- ---------
Net income $1.22 $0.77 $3.03 $2.25
========= ========= ========= =========
Diluted net income per common
share:
Income from continuing
operations $1.12 $0.74 $2.86 $2.01
Income (loss) from
discontinued operations 0.02 (0.01) - 0.13
--------- --------- --------- ---------
Net income $1.14 $0.73 $2.86 $2.14
========= ========= ========= =========
Weighted average common shares
outstanding:
Basic 124.9 122.2 124.3 120.9
========= ========= ========= =========
Diluted 133.0 128.5 131.7 127.2
========= ========= ========= =========
The Laboratory Workstations business and Atos Medical Holding AB (sold
on April 5, 2005) are reflected as discontinued operations for all
periods presented.
*T
-0-
*T
Table 2
Fisher Scientific International Inc.
Segment Results
(in millions)
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
Growth Growth
2006 Rate 2005 2006 Rate 2005
--------- ------ --------- --------- ------ ---------
Net sales
-------
Scientific
Products and
Services $1,165.3 9.9% $1,060.1 $3,368.2 9.6% $3,074.3
Healthcare
Products and
Services 362.1 14.0% 317.5 1,072.0 9.3% 980.4
Eliminations (19.3) (16.3) (53.9) (43.5)
--------- --------- --------- ---------
Total $1,508.1 10.8% $1,361.3 $4,386.3 9.4% $4,011.2
========= ========= ========= =========
*T
-0-
*T
Three Months Ended
September 30,
-----------------------------------
Operating Operating
2006 Margin 2005 Margin
------- --------- ------- ---------
Operating income
--------------------------------
Scientific Products and Services $173.8 14.9% $144.9 13.7%
Healthcare Products and Services 53.1 14.7% 41.7 13.1%
Eliminations - -
------- -------
Segment sub-total 226.9 15.0% 186.6 13.7%
Restructuring expense (1.2) (4.3)
Acquisition, integration and other
costs (2.9) (12.0)
Inventory step-up amortization - (0.6)
Equity-based compensation expense (12.8) N/A
------- -------
Operating income $210.0 13.9% $169.7 12.5%
======= =======
Nine Months Ended
September 30,
--------------------------------------
Operating Operating
2006 Margin 2005 Margin
-------- --------- -------- ---------
Operating income
-------------------
Scientific Products and
Services $476.4 14.1% $416.5 13.5%
Healthcare Products and
Services 152.6 14.2% 126.3 12.9%
Eliminations (0.1) (0.1)
-------- --------
Segment sub-total 628.9 14.3% 542.7 13.5%
Restructuring expense (5.3) (17.5)
Acquisition, integration and
other costs (25.0) (31.1)
Inventory step-up amortization (2.3) (20.7)
Equity-based compensation
expense (38.9) N/A
-------- --------
Operating income $557.4 12.7% $473.4 11.8%
======== ========
The Laboratory Workstations business and Atos Medical Holding AB (sold
on April 5, 2005) are reflected as discontinued operations for all
periods presented.
*T
-0-
*T
Table 3
Fisher Scientific International Inc.
Condensed Consolidated Balance Sheet
(in millions)
September December
30, 31,
2006 2005
---------- ---------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $279.2 $407.2
Accounts receivable 805.3 679.4
Inventories 646.1 589.0
Other current assets 279.7 276.2
Assets held for sale 41.3 39.5
---------- ---------
Total current assets 2,051.6 1,991.3
Property, plant and equipment 843.3 788.2
Goodwill 4,100.6 3,769.8
Intangible assets 1,710.0 1,569.1
Other assets 314.9 268.1
Long-term assets held for sale 53.5 59.2
---------- ---------
Total assets $9,073.9 $8,445.7
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $38.2 $74.5
Accounts payable 489.5 479.9
Accrued and other current liabilities 452.0 429.5
Liabilities held for sale 25.4 30.9
---------- ---------
Total current liabilities 1,005.1 1,014.8
Long-term debt 2,111.9 2,135.4
Other long-term liabilities 1,032.7 983.0
Long-term liabilities held for sale 8.1 8.2
---------- ---------
Total liabilities 4,157.8 4,141.4
---------- ---------
Stockholders' equity 4,916.1 4,304.3
---------- ---------
Total liabilities and stockholders'
equity $9,073.9 $8,445.7
========== =========
The Laboratory Workstations business and Atos Medical Holding AB (sold
on April 5, 2005) are reflected as discontinued operations for all
periods presented.
*T
-0-
*T
Table 4
Fisher Scientific International Inc.
Condensed Consolidated Statement of Cash Flows
(in millions)
(UNAUDITED)
Nine Months
Ended
September 30,
---------------
2006 2005
------- -------
Cash flows from operating activities:
Net income $377.0 $271.9
Depreciation and amortization 161.2 149.5
Other adjustments to reconcile net income to cash
provided by operating activities 75.1 94.4
Changes in working capital and other assets and
liabilities (189.6) (120.0)
------- -------
Cash provided by operating activities 423.7 395.8
------- -------
Cash flows from investing activities:
Capital expenditures (115.4) (100.3)
Acquisitions, net of cash acquired (470.2) (263.8)
Proceeds from sale of business 1.0 109.5
Other investing activities (16.4) 8.0
------- -------
Cash used in investing activities (601.0) (246.6)
------- -------
Cash flows from financing activities:
Proceeds from stock options exercised 61.9 119.0
Net change in debt (60.9) (150.1)
Other financing activities 27.9 (78.3)
------- -------
Cash provided by (used in) financing activities 28.9 (109.4)
------- -------
Effect of exchange rate changes on cash and cash
equivalents 20.4 (13.1)
------- -------
Net change in cash and cash equivalents (128.0) 26.7
Cash and cash equivalents - beginning of period 407.2 162.5
------- -------
Cash and cash equivalents - end of period $279.2 $189.2
======= =======
*T
-0-
*T
Table 5
Fisher Scientific International Inc.
Statement of Operations
Supplemental Information
(in millions, except per share data)
(UNAUDITED)
Three Months Ended
--------------------------------
September 30, 2006
-------------------------------
As As
Reported Adjustments Adjusted
--------- ---------------------
Net sales $1,508.1 $- $1,508.1
Cost of sales 963.4 (0.1) 963.3
Selling, general and administrative
expense 333.5 (15.6) 317.9
Restructuring expense 1.2 (1.2) -
--------- ----------- ---------
Operating income 210.0 16.9 226.9
Interest expense 33.8 - 33.8
Other (income) expense, net (16.3) 12.1 (4.2)
--------- ----------- ---------
Income from continuing operations
before income taxes 192.5 4.8 197.3
Income tax provision 43.2 1.6 44.8
--------- ----------- ---------
Income from continuing operations 149.3 3.2 152.5
Income from discontinued operations,
net of tax 2.5 - 2.5
--------- ----------- ---------
Net income $151.8 $3.2 $155.0
========= =========== =========
Diluted net income per common
share:
Income from continuing
operations $1.12 $0.03 $1.15
Income from discontinued
operations 0.02 - 0.02
--------- ----------- ---------
Net income $1.14 $0.03 $1.17
========= =========== =========
Diluted weighted average common
shares outstanding 133.0 133.0
========= =========
Additional Supplemental Information
and Reconciliation of GAAP to Non-
GAAP Diluted EPS
-------------------------------------
GAAP income from continuing
operations $1.12
---------
Non-recurring and special items (0.03)
Equity-based compensation
expense 0.06
---------
Adjustments (above) 0.03
---------
Sub-total 1.15
Intangible asset amortization, net of
tax 0.09
---------
Income from continuing operations,
excluding adjustments and intangible
asset amortization, net of tax $1.24
=========
Three Months Ended
---------------------------------
September 30, 2005
-------------------------------
As As
Reported Adjustments Adjusted
--------- ---------------------
Net sales $1,361.3 $- $1,361.3
Cost of sales 884.6 (6.4) 878.2
Selling, general and administrative
expense 302.7 (6.2) 296.5
Restructuring expense 4.3 (4.3) -
--------- ----------- ---------
Operating income 169.7 16.9 186.6
Interest expense 21.9 5.3 27.2
Other (income) expense, net 36.1 (38.3) (2.2)
--------- ----------- ---------
Income from continuing operations
before income taxes 111.7 49.9 161.6
Income tax provision 17.4 24.7 42.1
--------- ----------- ---------
Income from continuing operations 94.3 25.2 119.5
Income from discontinued operations,
net of tax (0.8) - (0.8)
--------- ----------- ---------
Net income $93.5 $25.2 $118.7
========= =========== =========
Diluted net income per common
share:
Income from continuing
operations $0.74 $0.19 $0.93
Income from discontinued
operations (0.01) - (0.01)
--------- ----------- ---------
Net income $0.73 $0.19 $0.92
========= =========== =========
Diluted weighted average common
shares outstanding 128.5 128.5
========= =========
Additional Supplemental Information
and Reconciliation of GAAP to Non-
GAAP Diluted EPS
-------------------------------------
GAAP income from continuing
operations $0.74
---------
Non-recurring and special items 0.19
Equity-based compensation
expense N/A
---------
Adjustments (above) 0.19
---------
Sub-total 0.93
Intangible asset amortization, net of
tax 0.07
---------
Income from continuing operations,
excluding adjustments and intangible
asset amortization, net of tax $1.00
=========
The Laboratory Workstations business and Atos Medical Holding AB (sold
on April 5, 2005) are reflected as discontinued operations for all
periods presented.
*T
-0-
*T
Table 5A
Fisher Scientific International Inc.
Statement of Operations
Supplemental Information - Adjustments
(in millions)
(unaudited)
Three Months Ended
September 30, 2006
Cost
of SG&A Restructuring Operating
Adjustments Sales Expense Expense Income
---------------------------- ------ --------------------- ---------
(1)Acquisition and integration
costs $- $(2.9) $- $2.9
(2)Restructuring expense - - (1.2) 1.2
(3)Gain on sale of investment - - - -
(4)Equity-based compensation
expense (0.1) (12.7) - 12.8
------ ------- ------------- ---------
$(0.1) $(15.6) $(1.2) $16.9
====== ======= ============= =========
Three Months Ended
September 30, 2006
Income
From
Continuing Income
Other Operations Income From
Interest (Income) Before Tax Continuing
Adjustments Expense Expense Income Provision Operations
Taxes
----------------- -------- -------- ---------- --------- ----------
(1)Acquisition and
integration costs $- $(0.4) $3.3 $1.3 $2.0
(2)Restructuring
expense - - 1.2 0.5 0.7
(3)Gain on sale of
investment - 12.5 (12.5) (4.7) (7.8)
(4)Equity-based
compensation
expense - - 12.8 4.5 8.3
-------- -------- ---------- --------- ----------
$- $12.1 $4.8 $1.6 $3.2
======== ======== ========== ========= ==========
Three Months Ended September
30, 2005
Cost SG&A Restructuring Operating
of
Adjustments Sales Expense Expense Income
---------------------------- ------ ------- ------------- ---------
(1)Acquisition and integration
costs $(3.6) $(5.4) $- $9.0
(2)Restructuring expense - - (4.3) 4.3
(5)Asset impairment (2.8) (0.8) - 3.6
(6)Debt refinancing costs - - - -
(7)Gain on interest rate swaps - - - -
(8)Income taxes - - - -
------ ------- ------------- ---------
$(6.4) $(6.2) $(4.3) $16.9
====== ======= ============= =========
Three Months Ended
September 30,
2005
Income
From
Continuing Income
Other Operations Income From
Interest (Income) Before Tax Continuing
Adjustments Expense Expense Income Provision Operations
Taxes
------------------ -------- -------- ---------- --------- ----------
(1)Acquisition and
integration costs $- $- $9.0 $3.1 $5.9
(2)Restructuring
expense - - 4.3 1.6 2.7
(5)Asset impairment - - 3.6 1.3 2.3
(6)Debt refinancing
costs - (38.3) 38.3 13.8 24.5
(7)Gain on interest
rate swaps 5.3 - (5.3) (1.9) (3.4)
(8)Income taxes - - - 6.8 (6.8)
-------- -------- ---------- --------- ----------
$5.3 $(38.3) $49.9 $24.7 $25.2
======== ======== ========== ========= ==========
(1)Represents planned inventory step-up amortization related to
acquisitions ($0.0 and $0.6 before tax in 2006 and 2005,
respectively), transaction costs related to the previously announced
Thermo / Fisher merger ($3.3 and $0.0 before tax in 2006 and 2005,
respectively) and integration and other costs ($0.0 and $8.4 before
tax in 2006 and 2005, respectively).
(2)Represents restructuring expenses, including employee termination
and other exit costs associated with various consolidation projects.
(3)Represents gain attributable to the sale of a non-operating
investment.
(4)Represents non-cash stock compensation expense attributable to the
adoption of SFAS 123R.
(5)Represents write-off of long-lived assets associated with the
closure/exit of certain facilities and integration of business units
in 2005.
(6)Represents refinancing costs primarily incurred in connection with
the cash tender offer and redemption of the 8% senior subordinated
notes and open market purchases of the 8 1/8% senior subordinated
notes.
(7)Represents gain recognized on termination of interest rate swaps.
(8)Represents a credit related to finalizing certain domestic and
foreign tax audits and negotiations.
*T
-0-
*T
Table 6
Fisher Scientific International Inc.
Statement of Operations
Supplemental Information
(in millions, except per share data)
(UNAUDITED)
Nine Months Ended
--------------------------------
September 30, 2006
--------------------------------
As As
Reported Adjustments Adjusted
--------- ----------------------
Net sales $4,386.3 $- $4,386.3
Cost of sales 2,787.1 (2.9) 2,784.2
Selling, general and administrative
expense 1,036.5 (63.3) 973.2
Restructuring expense 5.3 (5.3) -
--------- ----------- ----------
Operating income 557.4 71.5 628.9
Interest expense 95.7 - 95.7
Other (income) expense, net (22.8) 10.3 (12.5)
--------- ----------- ----------
Income from continuing operations
before income taxes 484.5 61.2 545.7
Income tax provision 107.6 22.2 129.8
--------- ----------- ----------
Income from continuing operations 376.9 39.0 415.9
Income (loss) from discontinued
operations, net of tax 0.1 - 0.1
--------- ----------- ----------
Net income $377.0 $39.0 $416.0
========= =========== ==========
Diluted net income per common
share:
Income from continuing operations $2.86 $0.30 $3.16
Income (loss) from discontinued
operations - - -
--------- ----------- ----------
Net income $2.86 $0.30 $3.16
========= =========== ==========
Diluted weighted average common
shares outstanding 131.7 131.7
========= ==========
Additional Supplemental Information
and Reconciliation of GAAP to Non-
GAAP Diluted EPS
-------------------------------------
GAAP income from continuing
operations $2.86
---------
Non-recurring and special items 0.11
Equity-based compensation
expense 0.19
---------
Adjustments (above) 0.30
---------
Sub-total 3.16
Intangible asset amortization, net of
tax 0.25
---------
Income from continuing operations,
excluding adjustments and intangible
asset amortization, net of tax $3.41
=========
Nine Months Ended
---------------------------------
September 30, 2005
-------------------------------
As As
Reported Adjustments Adjusted
--------- ---------------------
Net sales $4,011.2 $- $4,011.2
Cost of sales 2,620.0 (31.3) 2,588.7
Selling, general and administrative
expense 900.3 (20.5) 879.8
Restructuring expense 17.5 (17.5) -
--------- ----------- ---------
Operating income 473.4 69.3 542.7
Interest expense 80.1 5.3 85.4
Other (income) expense, net 63.9 (68.6) (4.7)
--------- ----------- ---------
Income from continuing operations
before income taxes 329.4 132.6 462.0
Income tax provision 73.5 54.1 127.6
--------- ----------- ---------
Income from continuing operations 255.9 78.5 334.4
Income (loss) from discontinued
operations, net of tax 16.0 - 16.0
--------- ----------- ---------
Net income $271.9 $78.5 $350.4
========= =========== =========
Diluted net income per common
share:
Income from continuing operations $2.01 $0.61 $2.62
Income (loss) from discontinued
operations 0.13 - 0.13
--------- ----------- ---------
Net income $2.14 $0.61 $2.75
========= =========== =========
Diluted weighted average common
shares outstanding 127.2 127.2
========= =========
Additional Supplemental Information
and Reconciliation of GAAP to Non-
GAAP Diluted EPS
-------------------------------------
GAAP income from continuing
operations $2.01
---------
Non-recurring and special items 0.61
Equity-based compensation
expense N/A
---------
Adjustments (above) 0.61
---------
Sub-total 2.62
Intangible asset amortization, net of
tax 0.19
---------
Income from continuing operations,
excluding adjustments and intangible
asset amortization, net of tax $2.81
=========
The Laboratory Workstations business and Atos Medical Holding AB (sold
on April 5, 2005) are reflected as discontinued operations for all
periods presented.
*T
-0-
*T
Table 6A
Fisher Scientific International Inc.
Statement of Operations
Supplemental Information - Adjustments
(in millions)
(unaudited)
Nine Months Ended September 30, 2006
Cost SG&A Restructuring Operating
of
Adjustments Sales Expense Expense Income
---------------------------- ------ ------- ------------- ---------
(1)Acquisition and integration
costs $(2.6) $(24.7) $- $27.3
(2)Restructuring expense - - (5.3) 5.3
(3)Asset impairment - - - -
(4)Gain on sale of investments - - - -
(5)Equity-based compensation
expense (0.3) (38.6) - 38.9
------ ------- ------------- ---------
$(2.9) $(63.3) $(5.3) $71.5
====== ======= ============= =========
Income
From
Continuing Income
Other Operations Income From
Interest (Income) Before Tax Continuing
Adjustments Expense Expense Income Provision Operations
Taxes
----------------- -------- -------- ---------- --------- ----------
(1)Acquisition and
integration costs $- $(0.4) $27.7 $10.4 $17.3
(2)Restructuring
expense - - 5.3 2.0 3.3
(3)Asset impairment - (2.0) 2.0 0.7 1.3
(4)Gain on sale of
investments - 12.7 (12.7) (4.7) (8.0)
(5)Equity-based
compensation
expense - - 38.9 13.8 25.1
-------- -------- ---------- --------- ----------
$- $10.3 $61.2 $22.2 $39.0
======== ======== ========== ========= ==========
*T
-0-
*T
Nine Months Ended September 30, 2005
Cost of SG&A Restructuring Operating
Adjustments Sales Expense Expense Income
--------------------------- ------- ------- ------------- ---------
(1)Acquisition and integration
costs $(27.8) $(15.9) $- $43.7
(2)Restructuring expense - - (17.5) 17.5
(3)Asset impairment (3.5) (4.6) - 8.1
(4)Gain on sale of investments - - - -
(6)Debt refinancing costs - - - -
(7)Interest rate swaps - - - -
(8)Income taxes - - - -
------- ------- ------------- ---------
$(31.3) $(20.5) $(17.5) $69.3
======= ======= ============= =========
Income
From
Continuing Income
Other Operations Income From
Interest (Income) Before Tax Continuing
Adjustments Expense Expense Income Provision Operations
Taxes
------------------ -------- -------- ---------- --------- ----------
(1)Acquisition and
integration costs $- $0.5 $43.2 $15.2 $28.0
(2)Restructuring
expense - - 17.5 6.2 11.3
(3)Asset impairment - - 8.1 2.9 5.2
(4)Gain on sale of
investments - 1.4 (1.4) (0.5) (0.9)
(6)Debt refinancing
costs - (70.5) 70.5 25.4 45.1
(7)Interest rate
swaps 5.3 - (5.3) (1.9) (3.4)
(8)Income taxes - - - 6.8 (6.8)
-------- -------- ---------- --------- ----------
$5.3 $(68.6) $132.6 $54.1 $78.5
======== ======== ========== ========= ==========
(1)Represents planned inventory step-up amortization related to
acquisitions ($2.3 and $20.7 before tax in 2006 and 2005,
respectively), transaction costs related to the previously announced
Thermo / Fisher merger ($21.3 and $0.0 before tax in 2006 and 2005,
respectively), integration and other costs ($4.1 and $23.0 before tax
in 2006 and 2005, respectively) and other non-recurring income ($0.0
and $0.5 before tax in 2006 and 2005, respectively).
(2)Represents restructuring expenses, including employee termination
and other exit costs associated with various consolidation projects.
(3)Represents non-cash write-off of non-operating investment in 2006
and write-off of long-lived assets associated with the closure/exit
of certain facilities and integration of business units in 2005.
(4)Represents gain attributable to the sale of non-operating
investments.
(5)Represents non-cash stock compensation expense attributable to the
adoption of SFAS 123R.
(6)Represents refinancing costs primarily incurred in connection with
the cash tender offer and redemption of the 8% senior subordinated
notes and open market purchases of the 8 1/8% senior subordinated
notes.
(7)Represents gain recognized on termination of interest rate swaps.
(8)Represents a credit related to finalizing certain domestic and
foreign tax audits and negotiations.
*T