Notes to Financial Statements
NOTE 4—Acquisitions
In January 2000, the Company acquired a manufacturing facility
based in Middletown, Virginia for $22.3 million in cash. This
facility is included in the domestic distribution segment. In
January 1999, the Company acquired Columbia Diagnostics Inc.,
a Virginia-based provider of laboratory products and supplies
to the healthcare industry, which is included in the domestic
distribution segment, and Structured Computer Systems ("SCS"),
a Connecticut-based provider of procurement and materials management
solutions to businesses, which was included in the ProcureNet
business of the former technology segment. Fisher recorded a
$5.2 million write-off for in-process research and development
costs related to the acquisition of SCS. Net cash consideration
paid for acquisitions during 1999, including the remaining 10%
of Bioblock Scientific S.A. ("Bioblock"), was approximately
$34.4 million.
In December 1998, Fisher purchased for approximately
$136 million in cash approximately 90% of Bioblock, a
leading distributor of scientific and laboratory instrumentation
in France. At the time of the acquisition, Bioblock
had approximately $32 million of cash and cash equivalents
on hand. In addition, the Company acquired the
remaining Bioblock shares in January 1999 for an additional
$14 million, bringing Fisher’s total ownership
position to 100%. The excess of purchase price over the
fair value of all net assets acquired was approximately
$90 million and is being amortized over 25 years.
The following unaudited pro forma financial information
for the year ended December 31, 1998 presents the
consolidated results of operations as if the acquisition of
Bioblock had occurred at the beginning of 1998 (in
millions, except per share data).
Sales. .. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .. $2,369.0
Net loss . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . (57.3)
Loss per common share :
Basic. . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . (1.43)
Diluted . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .(1.43)
The pro forma financial information includes the results of
Bioblock combined with the Company’s historical results
(including the 1998 restructuring charge described in Note
19—Restructuring and Other Charges and Recapitalization-related
costs described in Note 2— Recapitalization and Merger),
the effects of the purchase accounting allocations, and adjustments
to interest expense to reflect borrowings to finance the acquisition
as described in Note 12—Debt. The pro forma financial
information does not purport to present what the Company’s
results of operations would actually have been had the acquisition
of Bioblock occurred on the assumed date.
In August of 1998, the Company acquired the net assets of
Systems Manufacturing Corporation, a manufacturer of local
area network ("LAN") furniture and command bridges,
for $58 million in cash. The Company also made three smaller
acquisitions with an aggregate purchase price of approximately
$11 million in cash during 1998. These acquisitions were accounted
for as purchases.
Operations of the companies and businesses
acquired have been included in the accompanying financial
statements from their respective dates of acquisition. These
acquisitions, except for Bioblock, are not material to the
Company’s financial statements and have been excluded
from the pro forma calculation. The excess of the purchase
price over the fair value of all net assets acquired in 2000,
1999, and 1998 was approximately $1 million, $14 million and
$151 million, respectively, and is being amortized over 5
to 25 years.
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