Fisher Scientific International Inc.Fisher Scientific International Inc.
2002 Annual ReportLetter to ShareholdersFisher At A GlanceQ & ALeadershipCorporate Information
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Supplementary Information
Selected Financial Data
MD&A
Statement of Operations
Balance Sheet
Statement Of Cash Flows
Statement Of Changes in Stockholders Equity
Notes
Auditors' Report


SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
Selling, general and administrative expense increased 12.0 percent to $612.2 million, or 18.9 percent of sales, in 2002, from $546.4 million, or 19.0 percent of sales, in 2001. Selling, general and administrative expense increased 10.6 percent in 2001 from $494.0 million, or 18.8 percent of sales in 2000. Reflecting the nonamortization of goodwill of $16.7 million, selling, general and administrative expense was $529.7 million, or 18.4 percent of sales in 2001. In 2000, selling, general and administrative expense included $5.5 million of costs for business combinations not consummated, $3.7 million of noncash compensation expense related to a change in the terms of certain common stock options and $1.2 million of expense related to targeted workforce reductions. Excluding those charges and reflecting the nonamortization of goodwill of $13.3 million, selling, general and administrative expense was $470.3 million, or 17.9 percent of sales, in 2000. The increase in selling, general and administrative expense as a percentage of sales for 2002 was attributable to the acquisitions completed in 2001, primarily Cole-Parmer, and certain integration costs related to our acquisition of Retsch and Emergo, as well as strategic investments in sales and marketing systems offset by improvements in our base business as a result of both fixed-cost leverage and savings from our 2001 restructuring plan. The increase in selling, general and administrative expense as a percentage of sales in 2001 was primarily due to acquisitions completed in 2001. We are forecasting some improvement in selling, general and administrative expense as a percentage of sales in 2003, representing fixed-cost leverage partially offset by continued strategic investments.

RESTRUCTURING AND OTHER CHARGES (CREDITS)
During 2001, we implemented restructuring plans focused on integration of certain international operations and a streamlining of domestic operations, including the consolidation of office, warehouse and manufacturing facilities and the discontinuance of certain product lines (collectively the “2001 Restructuring Plan”). As a result of these actions, we recorded a restructuring charge of $27.0 million. The restructuring charge reflects $18.3 million related to estimated employee separation costs and $8.7 million of exit costs. The charge for employee separation arrangements relates to termination and other severance costs associated with 780 salaried and hourly employees severed as part of this plan. The exit costs represent primarily lease-cancellation costs and costs associated with the discontinuance of certain product lines. The domestic distribution, international distribution and laboratory workstations segments accounted for $20.3 million, $6.6 million and $0.1 million, respectively, of this charge.

During 2002, the Company recorded an aggregate net restructuring credit of $2.2 million for the reversal of certain costs accrued in the 2001 Restructuring Plan. The restructuring credits are primarily related to a reduction in estimated severance costs due to the election of certain employees to voluntarily separate from the Company. In addition, cash payments under the 2001 Restructuring Plan during 2002 were $7.6 million, and the related accrual balance was $3.6 million as of December 31, 2002.

In connection with the May 2001 stock offering, we accelerated the vesting of options to purchase approximately 2.3 million shares of common stock, with an average exercise price of $20.85 per share. These options were then converted into the right to receive approximately 1.0 million shares of common stock, issued and deposited into a rabbi trust. The number of shares issued was determined by dividing the “spread” value of the option (the difference between the last reported sale price on March 30, 2001 of $35.44, the date of the transaction and the exercise price of the option) by $35.44. As a result of these transactions, we recorded a primarily noncash compensation charge of $33.5 million during 2001.

During 2001, we also reversed $0.8 million of accruals from restructuring charges recorded in years prior to 2001 due to actual costs being lower than originally estimated. The domestic distribution and international distribution segments accounted for $0.7 million and $0.1 million of the restructuring credit, respectively.

In 2000, we recorded a restructuring credit of $2.0 million, consisting of $0.7 million related to revisions in estimated separation costs and $1.3 million related to revised estimates in total costs for restructuring charges prior to 2000. The restructuring credit related to our domestic distribution and international distribution segments equally.

INCOME FROM OPERATIONS
Income from operations increased 87.0 percent to $245.1 million in 2002 from $131.1 million in 2001. Income from operations decreased 16.1 percent to $131.1 million in 2001 from $156.3 million in 2000. Excluding restructuring credits of $2.2 million in 2002, and net restructuring and other charges of $61.2 million plus goodwill amortization of $16.7 million in 2001, each as discussed above, income from operations increased 16.2 percent to $242.9 million, or 7.5 percent of sales, in 2002 from $209.0 million, or 7.3 percent of sales, in 2001. The increase in income from operations as a percentage of sales, as adjusted for 2002, was attributable to our acquisition of Cole-Parmer, completed in 2001, as well as improvements in our base business, partially offset by strategic investments. Excluding net restructuring credits and other charges of $8.4 million plus goodwill amortization of $13.3 million, as discussed above, income from operations in 2000 was $178.0 million, or 6.8 percent of sales. The increase in income from operations as a percentage of sales, as adjusted, for 2001 was primarily due to acquisitions completed in 2001. We are forecasting income from operations as a percentage of sales to range between 7.7 percent and 7.9 percent for 2003.
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