1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended December 31, 2000
or
[ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
------------- -------------
Commission File Number: 1-11091
APOGENT TECHNOLOGIES INC.
--------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 22-2849508
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
48 Congress Street, Portsmouth, New Hampshire 03801
- --------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(603) 433 - 6131
----------------
(Registrant's telephone number, including area code)
Sybron International Corporation
--------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
At February 9, 2001, there were 105,360,779 shares of the Registrant's
Common Stock, par value $0.01 per share, outstanding.
2
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
Index Page
- --------------------------------- ----
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets, December 31, 2000
and September 30, 2000 2
Consolidated Statements of Income for the three months
ended December 31, 2000 and 1999 3
Consolidated Statement of Shareholders' Equity for the three months ended
December 31, 2000 4
Consolidated Statements of Cash Flows for the three months ended
December 31, 2000 and 1999 5
Notes to Unaudited Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 28
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 28
ITEM 5. OTHER INFORMATION 29
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 29
SIGNATURES 31
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
ASSETS
December 31, September 30,
2000 2000
----------------- ------------------
Current assets:
Cash and cash equivalents....................................... $ 4,773 $ 12,411
Accounts receivable (less allowance for doubtful
accounts of $3,576 and $4,041, respectively).................. 175,289 173,585
Inventories (note 3) ........................................... 149,527 141,779
Deferred income taxes........................................... 12,642 13,226
Net assets held for discontinued operations (note 6)............ - 152,970
Prepaid expenses and other current assets....................... 24,562 16,564
--------- ---------
Total current assets....................................... 366,793 510,535
Available for sale security....................................... 54,572 54,444
Property, plant and equipment, net of accumulated depreciation
of $184,495 and $175,831, respectively........................ 207,125 208,094
Intangible assets, net of amortization............................ 1,024,244 1,008,153
Deferred income taxes............................................. 7,888 7,870
Other assets...................................................... 5,556 3,268
--------- ---------
Total assets............................................... $ 1,666,178 $ 1,792,364
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................ $ 41,152 $ 51,899
Advances and loans from SDS (note 6)............................ - 77,762
Current portion of long-term debt............................... 43,112 34,327
Income taxes payable............................................ 34,942 16,604
Accrued payroll and employee benefits........................... 34,369 30,509
Restructuring reserve (note 5).................................. 4,439 5,609
Deferred income taxes........................................... 1,177 807
Other current liabilities....................................... 15,325 23,622
--------- ---------
Total current liabilities................................... 174,516 241,139
--------- ---------
Long-term debt.................................................... 588,667 649,409
Securities lending agreement...................................... 58,862 54,444
Deferred income taxes............................................. 92,804 93,048
Other liabilities................................................. 3,833 4,808
Commitments and contingent liabilities:
Shareholders' equity:
Preferred Stock, $0.01 par value; authorized 20,000,000 shares - -
Common Stock, $0.01 par value; authorized 250,000,000 shares,
issued 105,326,165 and 105,191,692 shares, respectively....... 1,053 1,052
Equity Rights, 50 rights at $1.09 per right..................... - -
Additional paid-in capital...................................... 246,976 271,739
Retained earnings............................................... 542,157 531,701
Accumulated other comprehensive income.......................... (42,690) (54,976)
Treasury common stock, 220 shares at cost ...................... - -
--------- ---------
Total shareholders' equity................................. 747,496 749,516
---------- ---------
Total liabilities and shareholders' equity................. $ 1,666,178 $ 1,792,364
========= =========
See accompanying notes to unaudited consolidated financial statements.
2
4
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended
December 31,
2000 1999
---- ----
Net sales............................................. $ 220,758 $ 204,883
Cost of sales:
Cost of product sold............................... 114,681 104,658
Depreciation of purchase accounting adjustments.... 124 134
---------- -----------
Total cost of sales................................... 114,805 104,792
---------- -----------
Gross profit.......................................... 105,953 100,091
Selling, general and administrative expenses.......... 45,586 45,494
Depreciation and amortization of purchase
accounting adjustments............................... 10,530 8,506
---------- -----------
Total selling, general and administrative expenses.... 56,116 54,000
---------- -----------
Operating income...................................... 49,837 46,091
Other expense:
Interest expense, net.............................. (12,528) (11,912)
Amortization of deferred financing fees............ (109) (110)
Other, net......................................... (222) (244)
---------- -----------
Income before income taxes, discontinued
operations and extraordinary items................... 36,978 33,825
Income taxes.......................................... 14,791 13,364
---------- -----------
Income from continuing operations before
extraordinary items................................. 22,187 20,461
Discontinued operations (note 6):
Discontinued operations (net of income tax of $6,752) - 9,963
Loss from discontinued operations (net of income
tax of $435)....................................... (10,986) -
---------- -----------
Income before extraordinary item...................... 11,201 30,424
Extraordinary item from early extinguishments of debt
(net of income tax of $496) (note 7).............. (745) -
---------- -----------
Net income............................................ $ 10,456 $ 30,424
========== ===========
Basic earnings per common share from continuing
operations........................................... $ .21 $ .20
Discontinued operations............................... - .10
Loss on discontinued operations....................... (.10) -
Extraordinary item.................................... (.01) -
---------- -----------
Basic earnings per common share....................... $ .10 $ .30
========== ===========
Diluted earnings per common share from continuing
operations........................................... $ .21 $ .19
Discontinued operations............................... - .09
Loss on discontinued operations....................... (.10) -
Extraordinary item.................................... (.01) -
---------- -----------
Diluted earnings per common share..................... $ .10 $ .28
========== ===========
Weighted average basic shares outstanding............. 105,246 104,026
Weighted average diluted shares outstanding........... 107,628 106,364
See accompanying notes to unaudited consolidated financial statements.
3
5
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THREE MONTHS ENDED DECEMBER 31, 2000
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
ACCUMULATED TOTAL
ADDITIONAL OTHER TREASURY SHARE-
COMMON EQUITY PAID-IN RETAINED COMPREHENSIVE COMMON HOLDERS'
STOCK RIGHTS CAPITAL EARNINGS INCOME STOCK EQUITY
--------- ------- ---------- ---------- -------------- --------- --------
Balance at September 30, 2000............... $ 1,052 $ 271,739 $ 531,701 $ (54,976) $ 749,516
Comprehensive Income:
Net income................................ 10,456 10,456
Translation adjustment.................... (1,708) (1,708)
Unrealized gain on interest rate swap
contracts, net of tax effect of $1,687.. 2,530 2,530
Adjustment to interest rate swap
agreement upon sale, net of tax benefit
of $984................................. (1,475) (1,475)
Amortization of gain on sale of interest
rate swaps, net of tax benefit of $42... (64) (64)
Unrealized gain on security available for
sale, net of tax effect of $51.......... -- -- -- -- 77 -- 77
------- ------- ------- ------- ------- ------- -------
Total comprehensive income.................. -- -- -- 10,456 (640) -- 9,816
Shares issued in connection with
stock options............................ 1 1,490 1,491
Tax benefits related to stock
options................................... 774 774
Distribution of the equity of Sybron
Dental Specialties, Inc. on December 11,
2000, net of dividends of $142,880......... -- -- (27,027) -- 12,926 -- (14,101)
------- ------- ------- ------- ------- ------- -------
Balance at December 31, 2000................ $ 1,053 -- $ 246,976 $ 542,157 $ (42,690) $ -- $ 747,496
======= ======= ======= ======= ======== ======= =======
See accompanying notes to unaudited consolidated financial statements
4
6
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
Three Months Ended
December 31,
2000 1999
---- ----
Cash flows from operating activities:
- ------------------------------------
Net income .................................................................... $ 10,456 $ 30,424
Adjustments to reconcile net income to net cash provided by operating
activities:
Discontinued operations ...................................................... 10,986 (9,963)
Depreciation ................................................................. 8,512 7,330
Amortization ................................................................. 10,009 8,510
Loss (gain) on sale of fixed assets .......................................... 27 (39)
Provision for losses on doubtful accounts .................................... (453) (309)
Inventory provisions ......................................................... 1,848 (260)
Deferred income taxes ........................................................ 632 1,513
Extraordinary loss on early extinguishment of debt ........................... 745 -
Net changes in assets and liabilities, net of effects of spun-off business and
businesses acquired ....................................................... (20,342) (28,117)
--------- ---------
Net cash provided by operating activities .................................... 22,420 9,089
--------- ---------
Cash flows from investing activities:
- ------------------------------------
Capital expenditures ......................................................... (7,379) (8,368)
Proceeds from sales of property, plant, and equipment ........................ 258 147
Capital contribution to SDS .................................................. (4,623) (4,209)
Change in payable to SDS ..................................................... (77,762) 45,564
Dividends from SDS ........................................................... 142,880 -
Distribution of the net equity of SDS ........................................ (14,101) -
Payments for businesses acquired, net of cash acquired ....................... (18,856) (88,500)
--------- ---------
Net cash provided by (used in) investing activities .......................... 20,417 (55,366)
--------- ---------
Cash flows from financing activities:
- ------------------------------------
Proceeds from old revolving credit facility ................................... 36,240 206,800
Principal payments - revolving credit facility ................................ (292,640) (116,200)
Principal payments on old term loan ........................................... (380,920) (34,417)
Proceeds from new Revolving Credit Facility ................................... 290,400 -
Principal payments on new Revolving Credit Facility ........................... (15,200) -
Proceeds from new Term Loan ................................................... 300,000 -
Securities lending agreement .................................................. 4,418 (2,841)
Proceeds from the exercise of common stock options ............................ 1,491 31
Deferred financing fees ....................................................... (3,900) (169)
Other ......................................................................... 10,165 (2,525)
--------- ---------
Net cash (used in) provided by financing activities ........................... (49,946) 50,679
--------- ---------
Effect of exchange rate changes on cash and cash equivalents ................... (529) (218)
Net (decrease) increase in cash and cash equivalents ........................... (7,638) 4,184
Cash and cash equivalents at beginning of period ............................... 12,411 12,401
--------- ---------
Cash and cash equivalents at end of period ..................................... $ 4,773 $ 16,585
========= =========
See accompanying notes to unaudited consolidated financial statements.
5
7
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)
(IN THOUSANDS)
Three Months Ended
December 31,
2000 1999
---- ----
Supplemental disclosures of cash flow information:
Net changes in assets and liabilities, net of effects of spun-off business and
businesses acquired:
Increase in accounts receivable.................................................... $ (698) $ (5,988)
Increase in inventories............................................................ (8,499) (5,605)
Increase in prepaid expenses and other current assets.............................. (7,595) (1,904)
Decrease in accounts payable....................................................... (11,370) (4,244)
Increase in income taxes payable................................................... 18,338 11,694
Increase (decrease) in accrued payroll and employee benefits....................... 3,860 (8,799)
Decrease in restructuring reserve.................................................. (3,894) (242)
Decrease in other current liabilities.............................................. (8,962) (5,374)
Net change in other assets and liabilities......................................... (1,522) (7,655)
------------- ------------
Net changes in assets and liabilities, net of effects of spun-off business and
businesses acquired ........................................................... $ (20,342) $ (28,117)
============= ============
Cash paid during the period for interest...................................... $ 13,642 $ 11,778
============= ============
Cash paid during the period for income taxes.................................. $ - $ 5,077
============= ============
Capital lease obligations incurred............................................ $ - $ 43
============= ============
See accompanying notes to unaudited consolidated financial statements.
6
8
APOGENT TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT PER SHARE DATA)
1. In the opinion of management, all adjustments that are necessary for a
fair statement of the results for the interim periods presented have been
included. The results for the three-month period ended December 31, 2000
are not necessarily indicative of the results to be expected for the full
year. Because certain disclosures have been omitted from these statements,
this information should only be read in conjunction with the Company's
annual report (Form 10-K) for the fiscal year ending September 30, 2000.
2. On January 30, 2001, the Company's shareholders voted to change the name of
the Company from Sybron International Corporation to Apogent Technologies
Inc.
On December 11, 2000, Apogent Technologies Inc. ("Apogent" or the
"Company"), then known as Sybron International Corporation ("Sybron"),
completed the spin-off of its dental business as a separate publicly traded
company. The spin-off was effected by way of a pro rata distribution of all
the outstanding common stock and related preferred stock purchase rights of
Sybron Dental Specialties, Inc. ("SDS") to the Company's shareholders (the
"Distribution" or "Spin-Off"). SDS is now an independent public company
operating what was Sybron's dental business.
Immediately prior to the Distribution, Sybron Dental Management, Inc.
("SDM"), then a subsidiary of Sybron, paid a dividend of $142,880 to
Sybron, of which $67,900 was paid in cash and $74,980 was a settlement of
intercompany loans and advances and to reflect an allocation of additional
bank debt to SDS, (the "Dividend"). Immediately after payment of the
dividend, SDM became a subsidiary of SDS. The total allocation of bank debt
to SDS was $375,000.
As a result of the Spin-Off, all historical financial data relating to the
operations of SDS and its affiliates has been reclassified to discontinued
operations.
As used in these Notes to the Unaudited Consolidated Financial Statements,
the term "Company" means Sybron International Corporation for the period
prior to January 31, 2001 and Apogent Technologies Inc. thereafter, and the
term "SDS" means Sybron Dental Management, Inc. (formerly known as Sybron
Dental Specialties, Inc.) for the periods prior to the Distribution, and
Sybron Dental Specialties, Inc. (formerly known as SDS Holding Co.) for
periods after the Distribution.
7
9
3. Inventories
Inventories at December 31, 2000 and September 30, 2000 consist of the
following:
December 31, September 30,
2000 2000
---- ----
Raw materials $ 62,791 $ 59,178
Work-in-process 28,014 29,848
Finished goods 70,731 60,887
Excess and obsolescence reserves (5,367) (3,872)
LIFO reserve (6,642) (4,262)
-------- -------
$ 149,527 $ 141,779
======== =======
4. Acquisition
In the first quarter of fiscal 2001, the Company acquired Vacuum Process
Technology, Inc. (VPT), a leading manufacturer of state-of-the-art thin
film deposition equipment, for cash. This acquisition has been accounted
for as a purchase transaction. Accordingly, the results of VPT are included
from the date it was acquired. The total goodwill and intangibles for the
acquired company was approximately $21,200 and will be amortized over 3 to
40 years. VPT will be included in the Clinical and Industrial business
segment.
5. Restructuring
In June 1998, the Company recorded a restructuring charge of approximately
$8,500 (approximately $5,400 after tax or $.05 per share on a diluted
basis) for the rationalization of certain acquired companies, combination
of certain duplicate production facilities, movement of certain customer
service and marketing functions, and the exiting of several product lines.
The restructuring charge was classified as components of cost of sales
(approximately $1,800 relating to the write-off of inventory discussed
below), and selling, general and administrative expenses (approximately
$6,700).
8
10
Restructuring activity since June 30, 1998 and its components are as follows:
LEASE INVENTORY FIXED
SEVERANCE PAYMENTS WRITE-OFF ASSETS GOODWILL
(A) (B) (C) (C) (D) TOTAL
--------- --------- --------- -------- -------- -------
(IN THOUSANDS)
1998 Restructuring Charge.... $3,400 $ 200 $1,800 $1,000 $2,100 $8,500
1998 Cash Payments .......... 900 100 - - - 1,000
1998 Non-Cash Charges ....... - - 1,800 1,000 2,100 4,900
------ ------ ------ ------ ------ ------
September 30, 1998 balance... $2,500 $ 100 $ - $ - $ - $2,600
1999 Cash Payments .......... 1,900 100 - - - 2,000
Adjustments(a) .............. 300 - - - - 300
------ ------ ------ ------ ------ ------
September 30, 1999 balance $ 900 $ - $ - $ - $ - $ 900
2000 Cash Payments .......... 700 - - - - 700
------ ------ ------ ------ ------ ------
September 30, 2000 balance $ 200 $ - $ - $ - $ - $ 200
Cash payments ............... 100 - - - - 100
------ ------ ------ ------ ------ ------
December 31, 2000 balance.... $ 100 $ - $ - $ - $ - $ 100
====== ====== ====== ======= ======= =======
(a) Amount represents severance and termination costs for approximately 65
terminated employees (primarily sales and marketing personnel). As of
December 31, 2000, all employees have been terminated as a result of the
restructuring plan. Payments will continue to certain employees previously
terminated under this restructuring plan. An adjustment of approximately
$300 was made in the third quarter of fiscal 1999 to adjust the accrual
primarily representing under accruals for anticipated costs associated with
outplacement services, accrued fringe benefits, and severance associated
with employees who were previously notified of termination. No additional
employees will be terminated under this restructuring plan.
(b) Amount represents lease payments on exited facilities.
(c) Amount represents write-offs of inventory and fixed assets associated with
discontinued product lines.
(d) Amount represents goodwill associated with exited product lines.
The Company expects to make future cash payments of approximately $100
during the remainder of fiscal 2001.
In September 2000, the Company recorded a restructuring charge of
approximately $11,300 (approximately $7,500 after tax or $.07 per share on a
diluted basis) for the consolidation of certain businesses, product
rationalizations, changes in management structure and taxes associated with
restructuring the U.K. operations. The restructuring charge was classified as
components of cost of sales (approximately $4,400 relating to the write-off of
inventory, write-offs of fixed assets, certain lease terminations and
severance associated with employees in production activities), selling,
general and administrative expense at $5,800 and income tax expense of $1,000,
related to the companies restructuring of its U.K. operations. Restructuring
activity since its inception in September 2000 and its components is as
follows:
9
11
FIXED LEASE SHUT-DOWN
SEVERANCE INVENTORY ASSETS COMMITMENTS COSTS TAX
(a) (b) (b) (c) (c) (d) OTHER TOTAL
--------- --------- ------- ------------- ---------- ------- ------- --------
2000 Restructuring charge... $ 5,500 $ 2,100 $ 1,000 $ 500 $ 300 $1,000 $ 900 $11,300
2000 Cash payments.......... 1,100 -- -- -- -- -- -- 1,100
2000 Non-cash charges....... -- 2,100 1,000 -- -- -- 800 3,900
------ ------- ------- ----- ----- ------ ------ -------
September 30, 2000 balance.. $ 4,400 $ -- $ -- $ 500 $ 300 $1,000 $ 100 $ 6,300
2000 Cash payments.......... 1,100 -- -- -- -- -- -- 1,100
2000 Non-cash charges....... -- 2,100 1,000 -- -- -- 800 3,900
------ ------- ------- ----- ----- ------ ------ -------
September 30, 2000 balance.. $ 4,400 $ -- $ -- $ 500 $ 300 $1,000 $ 100 $ 6,300
2001 Cash payments.......... 1,100 -- -- 50 70 -- -- 1,220
-------- ------- ------ ------
December 31, 2000 balance... $ 3,300 $ -- $ -- $ 450 $ 230 $1,000 $ 100 $ 5,080
======== ======== ======= ====== ====== ====== ====== =======
(a) Amount represents severance and termination costs for 151 terminated
employees (primarily sales, marketing and corporate personnel). As of
December 31, 2000, 86 employees have been terminated as a result of the
restructuring plan.
(b) Amount represents write-offs of inventory and fixed assets associated
with discontinued product lines.
(c) Amount represents lease payments and shut down costs on exited
facilities.
(d) Amount represents income tax expense associated with the restructuring
of our U.K. facilities.
The Company expects to make cash payments of approximately $1,300, $2,200
and $400 in each of the remaining three quarters of fiscal 2001,
respectively and $1,200 in fiscal 2002 and beyond.
6. Discontinued Operations
Distribution
On November 8, 2000, Sybron International Corporation announced that it had
declared a pro rata distribution (or spin-off) to its shareholders of the
common stock and related preferred stock purchase rights of Sybron Dental
Specialties, Inc. (the "Distribution"). Shareholders of record as of
November 30, 2000 received one share of Sybron Dental Specialties, Inc.
("SDS") common stock for every three shares of Sybron International common
stock they own. These consolidated financial statements have reclassified
SDS and its affiliates to discontinued operations. On December 11, 2000,
the Distribution was completed. No proceeds will be received by the Company
in connection with the Distribution.
For the quarters ending December 31, 2000 and 1999 the Company has included
a net loss of $11,000 and net income of $10,000 from discontinued
operations, respectively. The net loss in 2001 included transaction
expenses relating to the spin-off of $11,624. These transaction expenses
were made up primarily of professional fees of $7,334, management bonuses
of $3,328 and other expenses of $962. Revenues and net income from SDS for
the quarter ending December 31, 2000 (through December 11, 2000) were
$67,400 and $638, respectively and offset the transaction expenses.
Revenues and net income from SDS for the quarter ending December 31, 1999
were
10
12
$93,400, and $10,000, respectively. SDS will issue its own financial
statements as of December 31, 2000.
As a result, these consolidated financial statements have reclassified SDS
and its affiliates to discontinued operations. SDS now owns and operates
what were formerly the Company's Professional Dental, Orthodontics and
Infection Control Products business segments. The components of net assets
held for sale of discontinued operations included in the consolidated
balance sheet September 30, 2000 are as follows:
SEPTEMBER 30,
2000
----
Cash.................................. $ 5,783
Net account receivables............... 85,767
Net inventories....................... 74,383
Other current assets.................. 6,497
Advances and loans to Sybron
International......................... 77,762
Property plant and equipment -- net... 55,326
Intangible assets..................... 220,705
Other assets.......................... 6,967
Current portion of long term debt..... (21,761)
Accounts payable...................... (11,351)
Income taxes payable.................. (5,680)
Accrued liabilities................... (27,859)
Deferred income taxes-- net........... (6,252)
Long term debt........................ (298,482)
Other liabilities..................... (8,835)
---------
$ 152,970
=========
7. Credit Agreements
Until December 11, 2000, Sybron and its principal domestic subsidiaries
(including certain subsidiaries of SDS) were parties to a credit agreement
(as amended, the "Previous Credit Agreement") with The Chase Manhattan Bank
("Chase") and certain other lenders providing for a term A loan facility of
$300,000 (the "Tranche A Term Loan Facility"), a term B loan facility of
$300,000 (the "Tranche B Term Loan Facility") and a revolving credit
facility of up to $600,000 (the "Previous Revolving Credit Facility").
In connection with the Distribution, on December 1, 2000, the Company
entered into a new credit agreement (the "Credit Agreement") with Chase and
certain other lenders providing for a term loan of $300,000 (the "Term Loan
Facility") and a revolving credit facility up to $500,000 (the "Revolving
Credit Facility" and together with the Term Loan Facility, the "Credit
Facilities"). Borrowings under the Credit Facilities are unsecured. On
December 11, 2000, the Company borrowed approximately $569,000 under the
Credit Facilities and together with funds aggregating $375,000
(approximately $307,100, the amount equal to the outstanding amounts under
the Previous Credit Agreement attributable to SDS on December 11, 2000
including accrued interest, plus a cash dividend of $67,900 from SDS to the
Company), used such funds to repay all of the outstanding amounts under the
Previous Credit Agreement (including amounts attributable to SDS and
accrued interest) aggregating $938,000.
11
13
The Credit Agreement contains financial and operating covenants, including,
among other things: restrictions on investments; requirements that the Company
maintain certain financial ratios; restrictions on the ability of the Company
and its subsidiaries to create or permit liens, or to pay dividends or make
other restricted payments (as defined) in excess of $100,000 plus 50% of the
defined consolidated net income of the Company for each fiscal quarter ending
after September 30, 2000, less any dividends paid or other restricted payments
made after September 30, 2000; and limitations on incurrence of additional
indebtedness.
TERM LOAN FACILITY: Borrowings under the Term Loan Facility are required to
be repaid in one installment due on December 1, 2005. The Term Loan Facility
provides for an annual interest rate, at the option of the Company, equal to (a)
the alternate base rate ("ABR") plus 0% to 1% (the "Term ABR Margin") where ABR
is the higher of (i) the rate from time to time publicly announced by Chase in
New York City as its prime rate, (ii) the federal funds rate plus 1/2 of 1%, and
(iii) the base CD rate plus 1% or (b) the adjusted interbank offered rate for
Eurodollar deposits ("Eurodollar Rates") plus 3/4% to 2.0% (the "Term Loan
Eurodollar Rate Margin"). The Term ABR Margin and the Eurodollar Rate Margin
depend upon the Company's credit rating from Standard and Poor's Rating Group
("S&P") and Moody's Investors Service, Inc. ("Moody's"). Based on the Company's
current credit rating, the Term ABR Margin and the Term Loan Eurodollar Margin
would be 0.25% and 1.25%, respectively.
REVOLVING CREDIT FACILITY: Borrowings under the Revolving Credit Facility
mature on December 1, 2005. The Revolving Credit Facility provides for an annual
interest rate at the option of the Company, equal to (a) ABR plus 0% to .375%
(the "Revolving ABR Margin") or (b) the Eurodollar Rates plus .375% to 1.375%
(the "Revolving Loan Eurodollar Rate Margin"). In addition, the Company has a
third option to set the rate by a competitive bid process among the parties to
the Revolving Credit Facility (the "CAF"). The Company also will pay a facility
fee of .125% to .375% for all commitments from the lenders, whether drawn or
undrawn and will pay a utilization fee of 0.25% per annum if more than 50% of
the Revolving Credit Facility is drawn or the Term Loan Facility is still
outstanding. The Revolving ABR Margin, the Revolving Loan Eurodollar Rate Margin
and the facility fee depend upon the Company's credit rating from S&P and
Moody's. Based upon the Company's current credit rating, the Revolving ABR
Margin, the Revolving Loan Eurodollar Rate Margin and the facility fee would be
0%, 0.8% and 0.2%, respectively. The Revolving Credit Facility also provides for
a multi currency sub facility providing up to $100,000 in sub commitments in
non-dollar currencies. Terms and conditions on the multi currency sub facility
are to be agreed upon between the Company and Chase and the lenders providing
funding under such facility. The Company may not exceed a total of $500,000 in
dollar and non-dollar commitments under this Revolving Credit Facility. The
Credit Facility also provides for the issuance of standby letters of credit and
commercial letters of credit on behalf of the Company's subsidiaries as required
in the ordinary course of business as part of the working capital line.
The Company recorded an extraordinary loss of $745 after taxes as a result of
entering into the new credit agreement. This loss related to the write off of
deferred financing costs associated with the Previous Credit Agreement.
12
14
8. Interest Rate Swap Agreements
On October 1, 2000, the Company adopted Financial Accounting Standard Board
Opinions No. 133 ("SFAS 133") as modified by FASB Opinion No. 138. These
standards establish accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and hedging activities. They require the recognition of all
derivative instruments as assets or liabilities in the balance sheet at
fair value. The accounting treatment of changes in fair value is dependent
upon whether or not a derivative instrument is designated as a hedge and if
so, the type of hedge. For derivatives designated as a cash flow hedge,
changes in fair value are recognized in other comprehensive income until
the hedged item is recognized in earnings. At October 1, 2000 the Company
had no freestanding derivatives in place other than interest rate swaps
used to hedge variable rate long-term debt and had no material embedded
derivatives. The interest rate swaps meet the criteria for cash flow hedge
accounting. As a result, the swaps are recorded on the balance sheet as an
asset at fair value with the corresponding gain or loss recorded in other
comprehensive income beginning October 1, 2000. The impact on other
comprehensive income upon adoption of the standard was an unrealized gain,
net of tax, of approximately $2,530.
On December 11, 2000 the Company extinguished the variable rate long-term
debt to which the swaps were designated and as a result the interest rate
swaps ceased to be accounted for as hedges. On December 12, 2000, the
Company sold the interest rate swaps for an aggregate gain of $1,055, net
of tax. Upon sale of the interest rate swaps, the Company reduced the
unrealized gain recorded at October 1, 2000 in other comprehensive income
to reflect the fair market value net of tax on the date of sale. The
Company will recognize the aggregate gain recorded in other comprehensive
income over the original life of the respective interest rate swaps sold as
an adjustment of interest expense. For the period December 12, 2000 through
December 31, 2000, the Company recognized a gain of $64, net of tax.
9. Stock Options
On December 11, 2000, in connection with the spin-off of SDS, certain
employees of SDS exchanged 1,320,515 outstanding stock options to purchase
Sybron International Corporation's common stock for 2,331,214 options to
purchase Sybron Dental Specialties, Inc. common stock. All remaining stock
options (owned by remaining employees and directors of the Company) were
adjusted by adjusting the exercise price and the number of shares subject
to each such option to reflect the change in market value of the Company's
common stock resulting from the spin-off, so that the intrinsic value of
the options (the spread between the market value and the exercise price of
the option shares) after the spin-off was equal to the intrinsic value
immediately prior to the spin-off. The spread on options for fractional
shares resulting from the exchange or adjustment was paid in cash. As a
result of these exchanges and adjustments, the number of outstanding
employee and director stock options increased by 391,458 shares and the
average exercise price decreased by approximately $3.80.
13
15
10. Segment Information
The Company's operating subsidiaries are engaged in the manufacture and
sale of laboratory products in the United States and other countries. The
Company's products are categorized in the business segments of a) Labware
and Life Sciences, b) Clinical and Industrial, c) Diagnostics and
Microbiology, and d) Laboratory Equipment.
Information on these business segments is summarized below:
LABWARE CLINICAL DIAGNOSTICS
AND LIFE AND AND LABORATORY ELIMIN- TOTAL
SCIENCES INDUSTRIAL MICROBIOLOGY EQUIPMENT ATIONS (a) OTHER (a) COMPANY
-------- ---------- ------------ --------- ---------- --------- -------
THREE MONTHS ENDED 12/31/ 1999
Revenues:
External customer......... $ 79,898 $ 51,911 $ 50,616 $ 22,458 - $204,883
Intersegment.............. 353 1,558 102 214 (2,099) 128
Total revenues.......... 80,251 53,469 50,718 22,672 (2,099) 205,011
Gross profit................ 40,857 21,646 27,999 9,589 - 100,091
Selling, general and admin.. 23,205 8,947 14,840 5,070 - 1,938 54,000
Operating income............ 17,652 12,699 13,159 4,519 - (1,938) 46,091
THREE MONTHS ENDED 12/31/2000
Revenues:
External customer......... 84,863 56,508 54,512 24,875 220,758
Intersegment.............. 318 1,863 152 167 (2,432) 68
Total revenues.......... 85,181 58,370 54,664 25,043 (2,432) 220,826
Gross profit................ 43,249 23,234 28,835 10,635 105,953
Selling, general and admin.. 23,993 9,971 15,107 4,957 2,088 56,116
Operating income............ 19,256 13,263 13.728 5,678 (2,088) 49,837
Segment Assets.............. 434,248 302,492 523,658 89,552 (346) 316,574 1,666,178
- ----------------
(a) Includes the elimination of intercompany and corporate office activity.
14
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
On January 30, 2001, the Company's shareholders voted to change the name of
the Company from Sybron International Corporation to Apogent Technologies Inc.
The subsidiaries of Apogent are leading manufacturers of value-added
products for the labware and life sciences, clinical and industrial, diagnostics
and microbiology, and laboratory equipment markets in the United States and
abroad. The Company provides products under four business segments - Labware and
Life Sciences, Clinical and Industrial, Diagnostics and Microbiology, and
Laboratory Equipment. The primary subsidiaries in each of our business segments
are as follows:
Labware and Life Sciences Clinical and Industrial
Matrix Technologies Corporation Erie Scientific Company
Nalge Nunc International Corporation Erie Electroverre S.A.
Nalge Nunc International K.K. Chase Scientific Glass, Inc.
National Scientific Company The Naugatuck Glass Company
Nunc A/S Richard-Allan Scientific Company
Molecular BioProducts, Inc. Samco Scientific Corporation
Robbins Scientific Corporation Microm Laborgerate GmbH
Genevac Limited Gerhard Menzel Glasbearbeitungswerk
GmbH & Co. K.G.
Diagnostics and Microbiology Laboratory Equipment
Applied Biotech, Inc. Barnstead Thermolyne Corporation
Microgenics Corporation Lab-Line Instruments, Inc.
Alexon-Trend, Inc. Electrothermal Engineering, Ltd.
Remel Inc.
Over the past several years the Company has been pursuing a growth strategy
designed to increase sales and enhance operating margins. Elements of that
strategy include emphasis on acquisitions, product development, product line
extensions, new product introductions, international growth, and rationalization
of existing businesses and product lines.
When we use the terms "we" or "our" in this report, we are referring to
Apogent Technologies Inc. and its subsidiaries. Our fiscal year ends on
September 30 and, accordingly, all references to quarters refer to our fiscal
quarters. The quarters ended December 31, 1999 and 2000 are the Company's first
quarters of fiscal 2000 and 2001, respectively.
As used in this report, the term "Company" means Sybron International
Corporation for the period prior to January 30, 2001 and Apogent Technologies
Inc. thereafter, and the term "SDS" means Sybron Dental Management, Inc.
(formerly known as Sybron Dental Specialties, Inc.) for the periods prior to the
Distribution, and Sybron Dental Specialties, Inc. (formerly known as SDS Holding
Co.) for periods after the Distribution.
15
17
SPIN-OFF OF SYBRON DENTAL SPECIALTIES
On December 11, 2000, Apogent Technologies Inc. ("Apogent" or the
"Company"), then known as Sybron International Corporation ("Sybron"), completed
the spin-off of its dental business as a separate publicly traded company. The
spin-off was effected by way of a pro rata distribution of all the outstanding
common stock and related preferred stock purchase rights of Sybron Dental
Specialties, Inc. ("SDS") to the Company's shareholders (the "Distribution" or
"Spin-Off"). SDS is now an independent public company operating what was
Sybron's dental business.
Immediately prior to the Distribution, Sybron Dental Management, Inc.
("SDM"), then a subsidiary of Sybron, paid a dividend of $142,880 to Sybron, of
which $67,900 was paid in cash and $74,980 was a settlement of intercompany
loans and advances and to reflect an allocation of additional bank debt to SDS,
(the "Dividend"). Immediately after payment of the dividend, SDM became a
subsidiary of SDS. The total allocation of bank debt to SDS was $375,000.
As a result of the Spin-Off, all historical financial data relating to the
operations of SDS and its affiliates has been reclassified to discontinued
operations.
OVERVIEW
Both our sales and operating income for the quarter ended December 31, 2000
grew over the corresponding prior year period. Net sales for the first quarter
of fiscal 2001 increased by 7.7% over the corresponding fiscal 2000 period.
Operating income for the first quarter of fiscal 2001 increased by 8.1% over the
corresponding fiscal 2000 period.
Sales growth in the quarter was strong both domestically and
internationally. Domestic and international sales increased by 8.1% and by 6.7%,
respectively, over the corresponding fiscal 2000 quarter. The strengthening of
the U.S. dollar negatively impacted international sales growth. Without the
negative currency effects, international sales growth would have been 14.1% over
the corresponding fiscal 2000 period.
We continue to maintain an active program of developing and marketing new
products and product line extensions, as well as pursuing growth through
acquisitions. We completed one acquisition in the first quarter of fiscal 2001.
(See Note 4 to the Unaudited Consolidated Financial Statements.)
INTERNATIONAL OPERATIONS
Substantial portions of our sales, income and cash flows are derived
internationally. The financial position and the results of operations from
substantially all of our international operations, other than most U.S. export
sales, are measured using the local currency of the countries in which such
operations are conducted and are then translated into U.S. dollars. While the
reported income of foreign subsidiaries will be impacted by a weakening or
strengthening of the U.S. dollar in relation to a particular local currency, the
effects of foreign currency fluctuations are partially mitigated by the fact
that manufacturing costs and
16
18
other expenses of foreign subsidiaries are generally incurred in the same
currencies in which sales are generated. Such effects of foreign currency
fluctuations are also mitigated by the fact that such subsidiaries' operations
are conducted in numerous foreign countries and, therefore, in numerous foreign
currencies. In addition, our U.S. export sales may be impacted by foreign
currency fluctuations relative to the value of the U.S. dollar as foreign
customers may adjust their level of purchases upward or downward according to
the weakness or strength of their respective currencies versus the U.S. dollar.
From time to time we may employ currency hedges to mitigate the effect of
foreign currency fluctuations. If currency hedges are not employed, we may be
exposed to earnings volatility as a result of foreign currency fluctuations. No
foreign currency hedges are in place as of December 31, 2000.
RESULTS OF OPERATIONS
QUARTER ENDED DECEMBER 31, 2000
COMPARED TO THE QUARTER ENDED DECEMBER 31, 1999
NET SALES.
FISCAL FISCAL DOLLAR PERCENT
NET SALES: (IN THOUSANDS) 2001 2000 CHANGE CHANGE
------------------------- ---- ---- ------ ------
Labware and Life Sciences $ 84,863 $ 79,898 $ 4,965 6.2%
Clinical and Industrial 56,508 51,911 4,597 8.9%
Diagnostics and Microbiology 50,616 3,896 54,512 7.7%
Laboratory Equipment 24,875 22,458 2,417 10.8%
-------- -------- --------
Total Net Sales $220,758 $204,883 $ 15,875 7.7%
======== ======== ========
Overall Company. Net sales for the first quarter of fiscal 2001 increased
by $15.9 million or 7.7% from the corresponding fiscal 2000 quarter.
Labware and Life Sciences. Increased net sales in the Labware and Life
Sciences segment resulted primarily from: (a) sales of new products
(approximately $3.6 million), (b) net sales of products of acquired companies
(approximately $2.3 million), (c) price increases (approximately $0.7 million),
and (d) increased net sales of existing products (approximately $0.4 million).
Increased net sales were partially offset by unfavorable foreign currency
fluctuations (approximately $2.1 million).
Clinical and Industrial. Increased net sales in the Clinical and Industrial
segment resulted primarily from: (a) net sales of products of acquired companies
(approximately $5.8 million), (b) sales of new products (approximately $0.6
million), and (c) price increases (approximately $0.4 million). Increased net
sales were partially offset by unfavorable foreign currency fluctuations
(approximately $1.4 million) and a decrease in net sales of existing products
(approximately $0.8 million).
Diagnostics and Microbiology. Increased net sales in the Diagnostics and
Microbiology segment resulted primarily from: (a) net sales of products of
acquired companies (approximately $6.0 million), (b) net sales of new products
(approximately $0.5 million), and (c) price increases (approximately
$0.4 million). Increased net sales were partially offset by a decrease in net
sales of existing products (approximately $2.7 million) and by unfavorable
foreign currency fluctuations (approximately $0.3 million).
17
19
Laboratory Equipment. Increased net sales in the Laboratory Equipment
segment resulted primarily from: (a) increased net sales of existing products
(approximately $1.3 million), (b) net sales of new products (approximately $0.7
million), and (c) price increases (approximately $0.6 million). Increased net
sales were partially offset by unfavorable foreign currency fluctuations
(approximately $0.2 million).
GROSS PROFIT.
FISCAL PERCENT OF FISCAL PERCENT OF DOLLAR PERCENT
GROSS PROFIT: (IN THOUSANDS) 2001 SALES 2000 SALES CHANGE CHANGE
- ---------------------------- ---- ----- ---- ----- ------ ------
Labware and Life Sciences $ 43,249 51.0% $ 40,857 51.1% $ 2,392 5.9%
Clinical and Industrial 23,234 41.1% 21,646 41.7% 1,588 7.3%
Diagnostics and Microbiology 28,835 52.9% 27,999 55.3% 836 3.0%
Laboratory Equipment 10,635 42.8% 9,589 42.7% 1,046 10.9%
-------- -------- -------- --------
Total Gross Profit $105,953 48.0% $100,091 48.9% $ 5,862 5.9%
======== ======== ========
Overall Company. Gross profit for the quarter ended December 31, 2000
increased by $5.9 million or 5.9% from the corresponding fiscal 2000 period.
Labware and Life Sciences. Increased gross profit in the Labware and Life
Sciences segment resulted primarily from: (a) the effects of acquired companies
(approximately $2.0 million), (b) the effects of new products (approximately
$1.9 million), (c) increased volume (approximately $1.3 million), (d) price
increases (approximately $0.8 million), and (e) inventory adjustments
(approximately $0.3 million). Increased gross profit was partially offset by:
(a) an unfavorable product mix (approximately $2.5 million), (b) unfavorable
foreign currency fluctuations (approximately $0.8 million), and (c) increased
manufacturing overhead (approximately $0.6 million).
Clinical and Industrial. Increased gross profit in the Clinical and
Industrial segment resulted primarily from: (a) the effects of acquired
companies (approximately $1.7 million), (b) price increases (approximately $0.4
million), and (c) the effects of new products (approximately $0.3 million).
Increased gross profit was partially offset by: (a) product mix and volume
(approximately $0.5 million), and (b) unfavorable foreign currency fluctuations
(approximately $0.5 million).
Diagnostics and Microbiology. Increased gross profit in the Diagnostics and
Microbiology segment resulted primarily from: (a) the effects of acquired
companies net of discontinued product lines (approximately $4.2 million), (b)
favorable product mix (approximately $1.4 million), and (c) price increases
(approximately $0.4 million). Increased gross profit was partially offset by:
(a) reduced volume (approximately $2.0 million), (b) inventory adjustments
(approximately $1.8 million), (c) increased manufacturing overhead
(approximately $1.5 million), and (d) unfavorable foreign currency fluctuations
(approximately $0.1 million).
Laboratory Equipment. Increased gross profit in the Laboratory Equipment
segment resulted primarily from: (a) increased volume (approximately $0.7
million), (b) price increases (approximately $0.6 million), and (c) the effect
of new products (approximately $0.2 million). Increased gross profit was
partially offset by inventory adjustments (approximately $0.2) and increased
manufacturing overhead (approximately $0.2 million).
18
20
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.
SELLING GENERAL AND ADMINISTRATIVE FISCAL PERCENT OF FISCAL PERCENT OF DOLLAR PERCENT
EXPENSES:(IN THOUSANDS) 2001 SALES 2000 SALES CHANGE CHANGE
- ----------------------- ---- ----- ---- ----- ------ ------
Labware and Life Sciences $23,993 28.3% $23,205 29.0% $ 788 3.4%
Clinical and Industrial 9,971 17.6% 8,947 17.2% 1,024 11.4%
Diagnostics and Microbiology 15,107 27.7% 14,840 29.3% 267 1.8%
Laboratory Equipment 4,957 19.9% 5,070 22.6% (113) (2.2)%
------ ------ ------
Subtotal 54,028 24.5% 52,062 25.4% 1,966 3.8%
Corporate Office 2,088 0.9% 1,938 0.9% 150 7.7%
------ ------ ------
Total Selling General and
Administrative Expenses $56,116 25.4% $54,000 26.4% $ 2,116 3.9%
====== ====== ======
Overall Company. Selling, general and administrative expenses for the
quarter ended December 31, 2000 increased by $2.1 million or 3.9% from the
corresponding fiscal 2000 quarter. Selling, general and administrative expenses
at the corporate office increased by $0.1 million in the first quarter of fiscal
2000, an increase of 7.7% from the corporate office's corresponding fiscal 2000
quarter.
Labware and Life Sciences. Increased selling, general and administrative
expenses in the Labware and Life Sciences segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of acquired
businesses (approximately $1.4 million), and (b) increased amortization of
intangibles primarily as a result of acquisitions (approximately $0.9 million).
Increased selling, general and administrative expenses were partially offset by:
(a) decreased marketing expenses (approximately $0.6 million), (b) decreased
general and administrative expenses (approximately $0.6 million), and (c)
favorable foreign currency fluctuations (approximately $0.3 million).
Clinical and Industrial. Increased selling, general and administrative
expenses in the Clinical and Industrial segment resulted primarily from: (a)
increased selling, general and administrative expenses as a result of acquired
businesses (approximately $0.6 million), (b) increased marketing expenses
(approximately $0.3 million), and (c) increased amortization of intangibles
primarily as a result of acquisitions (approximately $0.3 million). Increased
selling, general and administrative expenses were partially offset by favorable
foreign currency fluctuations (approximately $0.3 million)
Diagnostics and Microbiology. Increased selling, general and administrative
expenses in the Diagnostics and Microbiology segment resulted primarily from:
(a) increased amortization of intangibles primarily as a result of acquisitions
(approximately $1.0 million) and (b) increased selling, general and
administrative expenses as a result of acquired businesses (approximately $0.1
million). Increased selling, general and administrative expenses were partially
offset by: (a) decreased research and development expense (approximately $0.4
million), (b) decreased marketing expenses (approximately $0.2 million), (c)
decreased general and administrative expenses (approximately $0.1 million), and
(d) favorable foreign currency fluctuations (approximately $0.1 million).
Laboratory Equipment. Decreased selling, general and administrative expenses
in the Laboratory Equipment segment resulted primarily from decreased general
and administrative expenses (approximately $0.2 million). Decreased selling,
general and administrative expenses were partially offset by increased research
and development expenses (approximately $0.2 million).
19
21
OPERATING INCOME.
FISCAL PERCENT OF FISCAL PERCENT OF DOLLAR PERCENT
OPERATING INCOME: (IN THOUSANDS) 2001 SALES 2000 SALES CHANGE CHANGE
- -------------------------------- ---- ----- ---- ----- ------ ------
Labware and Life Sciences $ 19,256 22.7% $ 17,652 22.1% $ 1,604 9.1%
Clinical and Industrial 13,263 23.5% 12,699 24.5% 564 4.4%
Diagnostics and Microbiology 13,728 25.2% 13,159 26.0% 569 4.3%
Laboratory Equipment 5,678 22.8% 4,519 20.1% 1,159 25.6%
------- ------- -------
Subtotal 51,925 23.5% 48,029 23.4% 3,896 8.1%
Corporate Office (2,088) 0.9% (1,938) 0.9% (150) 7.7%
------- ------- -------
Total Operating Income $ 49,837 22.6% $ 46,091 22.5% $ 3,746 8.1%
======= ======= =======
As a result of the foregoing, operating income in the first quarter of
fiscal 2001 increased by 8.1% or $3.7 million over operating income in the
corresponding quarter of fiscal 2000.
INTEREST EXPENSE.
Interest expense was $12.5 million in the first quarter of fiscal 2001, an
increase of $0.6 million from the corresponding fiscal 2000 quarter. The
increase resulted from a higher average interest rates in 2001, resulting
primarily from funding acquisitions.
INCOME TAXES.
Taxes on income from continuing operations in the first quarter of fiscal
2001 were $14.8 million, an increase of $1.4 million from the corresponding 2000
quarter. The increase resulted primarily from increased taxable earnings.
INCOME FROM CONTINUING OPERATIONS.
As a result of the foregoing, we had net income from continuing operations
of $22.2 million in the first quarter of fiscal 2001, as compared to $20.5
million in the corresponding 2000 period.
DISCONTINUED OPERATIONS.
Losses from discontinued operations were $11.0 million in the first quarter
of fiscal 2001 as compared to income of $10 million (net of income tax of $6.8
million) in the first quarter of fiscal 2000. The 2001 loss from discontinued
operations resulted from transaction expenses relating to the spin-off of
approximately $11.6 million offset by the operating results of SDS (through
December 11, 2000) of $0.6 million. These transaction expenses were made up
primarily of professional fees of $7.3 million, management bonuses of $3.3
million and other expenses of $1.0 million. On December 11, 2000 Apogent
completed the spin-off of SDS.
EXTRAORDINARY ITEM
Extraordinary items were $0.7 million, net of income taxes, for the first
fiscal quarter of fiscal 2001. As a result of the debt refinancing, the Company
wrote off deferred financing costs of approximately $1.2 million that related to
prior debt agreements.
20
22
NET INCOME.
As a result of the foregoing, we had net income of $10.4 million in the
first quarter of fiscal 2001, as compared to net income of $30.4 million in the
corresponding 2000 period.
DEPRECIATION AND AMORTIZATION.
Depreciation and amortization expense is allocated among cost of sales,
selling, general and administrative expenses and other expense. Depreciation and
amortization increased $2.7 million in the first quarter of fiscal 2001 due to
additional depreciation and amortization from goodwill and intangibles recorded
from the various acquisitions as well as routine operating capital expenditures.
LIQUIDITY AND CAPITAL RESOURCES
As a result of the acquisition of the Company's predecessor in 1987 and the
acquisitions we completed since 1987, we have increased the carrying value of
certain tangible and intangible assets consistent with generally accepted
accounting principles. Accordingly, our results of operations include a
significant level of non-cash expenses related to the depreciation of fixed
assets and the amortization of intangible assets, including goodwill. Goodwill
and intangible assets, net of amortization, increased by approximately $16.1
million in the first quarter of fiscal 2001, primarily as a result of continued
acquisition activity.
Our capital requirements arise principally from indebtedness incurred in
connection with the permanent financing for the 1987 acquisition and our
subsequent refinancings, our obligation to pay rent under the Sale/ Leaseback
facility (as defined herein), our working capital needs, primarily related to
inventory and accounts receivable, our capital expenditures, primarily related
to purchases of machinery and molds, the purchase of various businesses and
product lines in execution of our acquisition strategy, payments to be made in
connection with our restructuring in 2000, and the periodic expansion of
physical facilities. It is currently our intent to pursue our acquisition
strategy. If acquisitions continue at our historical pace, of which there can be
no assurance, we may require financing beyond the capacity of our Credit
Facilities (as defined below). In addition, a certain acquisition previously
completed contains an "earnout provision" requiring a further payment of $6
million in the future if certain financial results are achieved by the acquired
company. Apogent expects this "earnout payment" to be made in fiscal 2001.
Approximately $22.4 million of cash was generated from operating activities
in the first quarter of fiscal 2001, an increase of approximately 150.0% from
2000. Increased cash flow resulted from an increase in non-cash depreciation and
amortization charged against net income (approximately $2.7 million), increases
in certain accrued liabilities (approx. $12.6 million), and a loss from
discontinued operations which was primarily relating to transaction fees
(approximately $11.0 million), partially offset by a decrease in cash flow from
operating activities resulting primarily from a greater reduction in accounts
payable (approximately $7.1 million) and a greater increase in prepaid expenses
and other current assets (approximately $5.7 million).
21
23
Approximately $20.4 million of cash was provided by investing activities in
the first quarter of fiscal 2001, an increase of $75.8 million from 2000.
Increased cash flow from investing activities resulted primarily from net cash
received from SDS of approximately $60.5 million. Approximately $49.9 million of
cash was used in financing activities, primarily due to payments made on the
revolving Credit Facility in excess of proceeds, of approximately $62.1 million.
The statement contained in the immediately preceding paragraph concerning
our intent to continue to pursue our acquisition strategy is a forward-looking
statement. Our ability to continue our acquisition strategy is subject to a
number of uncertainties, including, but not limited to, our ability to raise
capital beyond the capacity of our Credit Facilities and the availability of
suitable acquisition candidates at reasonable prices. See "Cautionary Factors"
below.
Prior to the Spin-Off, the Company was party to a credit agreement (the "Old
Credit Agreement") with The Chase Manhattan Bank ("Chase") and certain other
lenders providing for a tranche A term loan facility of $300 million (the "Old
Tranche A Term Loan Facility"), a tranche B term loan facility of $300 million
(the "Old Tranche B Term Loan Facility") and a revolving credit facility of up
to $600 million (the "Old Revolving Credit Facility"), and together with the Old
Tranche A Term Loan Facility and the Old Tranche B Term Loan Facility, the "Old
Credit Facilities"). Both the Company and SDM were obligors under the Old Credit
Facilities and as such, certain outstanding amounts under the Old Credit
Facilities were historically recorded on the books of SDM. Outstanding amounts
under the Old Tranche A Term Loan Facility, the Old Tranche B Term Loan Facility
and the Old Revolving Credit Facility at September 30, 2000 (including amounts
recorded on the books of SDM) were $270.8 million, $299.3 million, and $379.0
million, respectively. Outstanding amounts under the Old Tranche A Term Loan
Facility, the Old Tranche B Term Loan Facility, and the Old Revolving Credit
Facility at September 30, 2000 recorded on the books of the Company were $201.0
million, $179.9 million, and $256.4 million, respectively.
On December 1, 2000, the Company entered into a new credit agreement (the
"Credit Agreement") with Chase and certain other lenders providing for a term
loan facility of $300 million (the "Term Loan Facility") due in a single payment
on December 1, 2005, and a revolving credit facility of up to $500 million for a
period of up to five years (the "Revolving Credit Facility") and together with
the Term Loan Facility, the "Credit Facilities"). On December 11, 2000, the
Company borrowed approximately $563.0 million under the Credit Facilities and
together with funds aggregating $375.0 million ($307.1 million, the amount equal
to the outstanding amounts under the Old Credit Facilities attributable to SDS
on December 11, 2000 including accrued interest plus a cash dividend of $67.9
million from SDM to the Company), used such funds to repay all of the
outstanding amounts under the Old Credit Facilities, aggregating $938.0 million
(including accrued interest).
Payment of principal and interest with respect to the Old Credit Facilities,
the Credit Facilities, and the Sale/Leaseback (as defined later herein) have
been and are anticipated to be our largest use of operating funds in the future.
The Old Tranche A Term Loan Facility and Old Revolving Credit Facility provided
for an annual interest rate, at our option, equal to (a) the higher of (i) the
rate from time to time publicly announced by Chase in New York City as its prime
rate, (ii) the federal funds rate plus 1/2 of 1%, and (iii) the base CD rate
plus 1%, (collectively referred to as "Old Tranche A ABR") or (b) the adjusted
interbank offered rate for eurodollar deposits ("Eurodollar Rate") plus 1/2%
22
24
to 7/8% (the "Old Tranche A Eurodollar Rate Margin") depending upon the ratio of
our total debt to Consolidated Adjusted Operating Profit (as defined in the Old
Credit Agreement), or (c) with respect to certain advances under the Old
Revolving Credit Facility, the rate set by the competitive bid process among the
parties to the Old Revolving Credit Facility ("CAF"). The Old Tranche B Term
Loan Facility provided for an annual interest rate, at our option, equal to (a)
the higher of (i) the rate from time to time publicly announced by Chase in New
York City as its prime rate plus 1% to 1 1/4%, (ii) the federal funds rate plus
of 1 1/2% to 1 3/4%, and (iii) the base CD rate plus 2% to 2 1/4%, depending
upon the ratio of our total debt to Consolidated Adjusted Operating Profit or
(b) the Eurodollar Rate plus 2% to 2 1/4% depending upon the ratio of our total
debt to Consolidated Adjusted Operating Profit. The average interest rate on the
Old Tranche A Term Loan Facility (inclusive of the swap agreements described
below) in 2000 was 6.25%. The average interest rate on the Old Tranche B Term
Loan Facility in 2000 was 8.3%. The average interest rate on the Old Revolving
Credit Facility in 2000 was 6.9%.
The Term Loan Facility provides for an annual interest rate, at the option
of the Company, equal to (a) the alternate base rate ("ABR") plus 0% to 1% (the
"Term ABR Margin") where ABR is the higher of (i) the rate from time to time
publicly announced by Chase in New York City as its prime rate, (ii) the federal
funds rate plus 1/2 of 1%, and (iii) the base CD rate plus 1% or (b) the
adjusted interbank offered rate for Eurodollar deposits ("Eurodollar Rates")
plus 3/4% to 2.0% (the "Term Loan Eurodollar Rate Margin"). The range on the
Term ABR Margin and the Eurodollar Rate Margin depend upon the Company's credit
rating from Standard and Poor's Rating Group ("S&P") and Moody's Investors
Service, Inc. ("Moody's"). Based on the Company's current credit rating, the
Term ABR margin and the Term Loan Eurodollar Margin are 0.25% and 1.25%,
respectively. All amounts outstanding under the Term Loan facility are due in a
single installment on December 1, 2005.
The Revolving Credit Facility provides for an annual interest rate at the
option of the Company, equal to (a) ABR plus 0% to .375% (the "Revolving ABR
Margin") or (b) the Eurodollar Rates plus .375% to 1.375% (the "Revolving Loan
Eurodollar Rate Margin"). In addition, the Company has a third option to set the
rate by a competitive bid process among the parties to the Revolving Credit
Facility (the "CAF"). The Company also pays a facility fee of .125% to .375% for
all commitments from the lenders, whether drawn or undrawn and pays a
utilization fee of 0.25% per annum if more than 50% of the Revolving Credit
Facility is drawn or the Term Loan Facility is still outstanding. The range on
the Revolving ABR Margin, the Revolving Loan Eurodollar Rate Margin and the
facility fee depend upon the Company's credit rating from S&P and Moody's. The
Revolving Credit Facility also provides for a multi currency sub facility
providing up to $100 million in sub commitments in non-dollar currencies. Terms
and conditions on the multi currency sub facility are to be agreed upon between
the Company and Chase and the lenders providing funding under such facility. The
Company may not exceed a total of $500 million in dollar and non-dollar
commitments under this Revolving Credit Facility. The Credit Facility also
provides for the issuance of standby letters of credit and commercial letters of
credit on behalf of the Company's subsidiaries as required in the ordinary
course of business as part of the working capital line. Based upon the Company's
current credit rating, the Revolving ABR Margin, the Revolving Loan Eurodollar
Rate Margin and the facility fee are 0%, 0.8% and 0.2%, respectively. All
amounts outstanding under the Revolving Credit Facility are due on December 1,
2005.
23
25
As a result of the terms of our Old Credit Facilities and our Credit
Facilities, we are sensitive to a rise in interest rates. In order to reduce our
sensitivity to interest rate increases, from time to time we may enter into
interest rate swap agreements.
During a portion of the first quarter of fiscal 2001 the Company had eight
interest rate swaps outstanding aggregating a notional amount of $381.0 million.
On December 11, 2000, due to the extinguishment of debt, interest rate swaps
previously designated as cash flow hedges ceased to meet hedge criteria under
SFAS 133 as modified by SFAS 138. The approximate fair value on December 11,
2000 was $1.7 million. The Company sold these interest rate swaps on December
12, 2000 for approximately $1.7 million and realized a gain of $1.1 million (net
of tax). Because these interest rate swaps were designated as a hedge against
future variable rate interest payments and the extinguished debt, the gain will
continue to be carried in other comprehensive income and recognized as an
adjustment to interest expense of the Credit Facilities over the remaining term
of the interest rate contracts.
Also as part of the permanent financing for the acquisition of the Company's
predecessor in 1987, on December 22, 1988, we entered into the sale and
leaseback of what were our principal domestic facilities at that time (the
"Sale/Leaseback"). On December 11, 2000, the Sale/Leaseback was amended in
connection with the Distribution. Two of the five facilities covered by the
Sale/Leaseback were transferred to SDS in connection with the Spin-Off and the
annual obligation was reduced from $3.6 million to $2.2 million. On the fifth
anniversary of the leases and every five years thereafter (including renewal
terms), the rent will be increased by the percentage equal to 75% of the
percentage increase in the Consumer Price Index over the preceding five years.
The percentage increase to the rent in any five-year period is capped at 15%.
The next adjustment will occur on January 1, 2004.
We intend to fund our acquisitions, working capital requirements, capital
expenditure requirements, principal and interest payments, obligations under the
Sale/Leaseback, restructuring expenditures, other liabilities and periodic
expansion of facilities, to the extent available, with funds provided by
operations and short-term borrowings under the Revolving Credit Facility. To the
extent that funds are not available from those sources, particularly with
respect to our acquisition strategy, we intend to raise additional capital.
The Credit Agreement contains financial and operating covenants, including,
among other things: restrictions on investments; requirements that the Company
maintain certain financial ratios; restrictions on the ability of the Company
and its subsidiaries to create or permit liens, or to pay dividends or make
other restricted payments (as defined) in excess of $100 million plus 50% of the
defined consolidated net income of the Company for each fiscal quarter ending
after September 30, 2000, less any dividends paid or other restricted payments
made after September 30, 2000; and limitations on incurrence of additional
indebtedness. The borrowings under the Credit Agreement are unsecured.
24
26
EUROPEAN ECONOMIC MONETARY UNIT
On January 1, 1999, eleven of the European Union countries (including
one country in which we have operations) adopted the Euro as their single
currency. At that time, a fixed exchange rate was established between the Euro
and the individual countries' existing currencies (the "legacy currencies"). The
Euro trades on currency exchanges and is available for non-cash transactions.
Following the introduction of the Euro, the legacy currencies will remain legal
tender in the participating countries during a transition period from January 1,
1999 through January 1, 2002. Beginning on January 1, 2002, the European Central
Bank will issue Euro-denominated bills and coins for use in cash transactions.
On or before July 1, 2002, the participating countries will withdraw all legacy
bills and coins and use the Euro as their legal currency.
Our German operating units affected by the Euro conversion intend to
keep their books in their respective legacy currencies through a portion of the
transition period. At this time, we do not expect reasonably foreseeable
consequences of the Euro conversion to have a material adverse effect on our
business operations or financial condition.
CAUTIONARY FACTORS
This report contains various forward-looking statements concerning our
prospects that are based on the current expectations and beliefs of management.
We may also make forward-looking statements from time to time in other reports
and documents as well as oral presentations. When used in written documents or
oral statements, the words "anticipate", "believe", "continue", "estimate",
"expect", "goal", "objective", "outlook", and similar expressions are intended
to identify forward-looking statements. The statements contained herein and such
future statements involve or may involve certain assumptions, risks and
uncertainties, many of which are beyond our control, that could cause our actual
results and performance to differ materially from what is expected. In addition
to the assumptions and other factors referenced specifically in connection with
such statements, the following factors could impact our business and financial
prospects:
- - A significant portion of our revenue is generated outside the United States,
and we have significant operations outside the United States. We are therefore
subject to factors affecting our international operations, including relevant
foreign currency exchange rates, which can affect the cost to produce our
products or the ability to sell our products in foreign markets, and the value
in U.S. dollars of sales made in foreign currencies. Other factors include our
ability to obtain effective hedges against fluctuations in currency exchange
rates; foreign trade, monetary and fiscal policies; laws, regulations and other
activities of foreign governments, agencies and similar organizations; risks
associated with having major manufacturing facilities located in countries, such
as Mexico and Hungary, which have historically been less stable than the United
States in several respects, including fiscal and political stability; and risks
associated with the economic downturn in other countries.
- - A significant portion of our growth over the past several years has been
achieved through our acquisition program, which has generated over 70
acquisitions since 1993. Our rate of continued growth is therefore subject to
factors affecting our ability to continue pursuing our current acquisition
strategy and to be successful with that strategy. These factors include our
ability to raise capital beyond the capacity of our existing credit facilities
or to use our stock for acquisitions, the cost of the
25
27
capital required to effect our acquisition strategy, the availability of
suitable acquisition candidates at reasonable prices, competition for
appropriate candidates, our ability to realize the synergies expected to result
from acquisitions, and the ability of our existing personnel to efficiently
handle increased transitional responsibilities resulting from acquisitions.
- - Our reliance on major independent distributors for a substantial portion of
our sales subjects our sales performance to volatility in demand from
distributors. We can experience volatility when distributors merge or
consolidate, when inventories are not managed to end-user demand, or when
distributors experience a softness in their sales. This volatility in demand can
also arise with large OEM customers to whom we sell direct. Sales to our
distributors and OEM customers are sometimes unpredictable and wide variances
sometimes occur quarter to quarter.
- - Factors affecting certain high growth industries we serve, such as
consolidation in the drug discovery and diagnostics industries.
- - Our ability to increase revenues, and to profitably distribute and sell our
products is subject to a number of risks, including any changes in our business
relationships with our principal distributors or OEM customers, competitive
factors such as the entrance of additional competitors into our markets, pricing
and technological competition, risks associated with the development and
marketing of new products in order to remain competitive by keeping pace with
advancing laboratory and life science technologies, particularly in the genomics
and other rapidly developing technologies, and risks of unanticipated
technological developments that result in competitive disadvantages and create
the potential for impairment of our existing assets.
- - Our business is subject to quarterly variations in operating results caused by
a number of factors, including business and industry conditions, timing of
acquisitions, distribution and OEM customer issues, and other factors listed
here. All these factors make it difficult to predict operating results for any
particular period.
- - With respect to the Clinical and Industrial segment, factors affecting our
Erie Electroverre S.A. subsidiary's ability to manufacture the glass used by the
Clinical and Industrial segment's worldwide manufacturing operations, including
delays encountered in connection with the periodic rebuild of the sheet glass
furnace and furnace malfunctions at a time when inventory levels are not
sufficient to sustain this segment's flat glass operations.
- - Factors affecting our ability to obtain raw materials at reasonable prices,
especially white glass, which comes from a single source, our Electroverre, SA
facility in Switzerland.
- - Our ability to hire and retain competent employees is subject to a number of
risks, including unionization of our non-union employees and changes in
relationships with our unionized employees.
- - Our business currently has a significant amount of floating rate debt and can
be adversely affected by a rise in interest rates.
- - There is a risk of strikes or other labor disputes at those locations, which
are, unionized which
26
28
could affect our operations.
- - Our ability to continue manufacturing and selling those of our products that
are subject to regulation by the United States Food and Drug Administration or
other domestic or foreign governments or agencies is subject to a number of
risks, including the promulgation of stricter laws or regulations,
reclassification of our products into categories subject to more stringent
requirements, or the withdrawal of the approval needed to sell one or more of
our products.
- - The impact of changing public and private health care budgets including
reimbursement by private or governmental insurance programs, can affect demand
for or pricing of our products.
- - Our business is subject to the risks of claims involving our products and
other legal and administrative proceedings, including the expense of
investigating, litigating and settling any claims.
- - Our business is subject to risks affecting our operations in Germany related
to the conversion from local legacy currencies to the Euro.
- - Our business may be required to satisfy certain indemnification obligations to
SDS, or may not be able to collect on indemnification rights from SDS. The
domestic subsidiaries of Apogent and SDS, respectively, have each agreed to
indemnify the other (and related parties) from and after the Distribution with
respect to certain indebtedness, liabilities and obligations. These
indemnification obligations could be significant. The availability of these
indemnities and our ability to collect on such indemnities from SDS depend upon
the future financial strength of both Apogent and SDS.
- - Our financial performance or condition may be affected by changes in tax
legislation, unanticipated restrictions on our ability to transfer funds from
our subsidiaries and changes in applicable accounting principles or
environmental laws and regulations.
- - We may be subject to risks arising from other business and investment
considerations that may be disclosed from time to time in our Securities and
Exchange Commission filings or in other publicly available written documents.
WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
27
29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There has been no substantial change in market risk to the Company since
September 30, 2000, the end of our fiscal year.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company, a Wisconsin corporation, held its Annual Meeting of
Shareholders on January 30, 2001. A quorum was present at the Annual
Meeting, with 85,927,964 shares out of a total of 105,326,165 shares
entitled to cast votes represented in person or by proxy at the
meeting.
Proposal Number 1: To elect three directors to serve as Class III
Directors until the 2004 Annual Meeting of Shareholders and until their
respective successors are duly elected and qualified.
The shareholders voted to elect Kenneth F. Yontz, Joe L. Roby, and
William U. Parfet to serve as Class III directors until the 2004 Annual
Meeting of Shareholders and until their respective successors are duly
elected and qualified. The results of the vote are as follows:
Mr. Yontz Mr. Roby Mr. Parfet
--------- -------- ----------
For 85,317,515 67,300,999 85,312,599
Withheld from 610,449 18,626,965 615,364
The terms of office as directors of Christopher L. Doerr, Don H. Davis,
Jr., Richard W. Vieser, Thomas O. Hicks, Frank H. Jellinek, Jr., and R.
Jeffrey Harris continued after the meeting.
Proposal Number 2: To approve the proposed amendment to the Company's
Restated Articles of Incorporation to change the name of the Company
from Sybron International Corporation to Apogent Technologies Inc.
The shareholders voted to change the name of the Company from Sybron
International Corporation to Apogent Technologies Inc. The results of
the vote are as follows:
28
30
For 85,515,932
Against 66,137
Abstentions 345,894
Broker Non-Votes N/A
Proposal Number 3: To approve the proposed amendment to the Company's
Restated Articles of Incorporation to increase the size of the Board of
Directors from between six and nine directors to between six and twelve
directors.
The shareholders voted to increase the size of the Board of Directors
from between six and nine directors to between six and twelve
directors. The results of the vote are as follows:
For 85,306,909
Against 273,039
Abstentions 348,016
Broker Non-Votes 0
ITEM 5. OTHER INFORMATION
Effective January 31, 2000, the Company changed its name from Sybron
International Corporation to Apogent Technologies Inc.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
See the Exhibit Index following the Signature page in this
report, which is incorporated herein by reference.
(b) REPORTS ON FORM 8-K:
A Form 8-K/A was filed on October 10, 2000 to correct an error in the
pro forma income tax provisions for Sybron Dental Specialties, Inc. and Sybron
International Corporation, contained in the Company's Form 8-K dated September
22, 2000.
A Form 8-K, dated November 8, 2000, was filed on November 9, 2000 to
report, under items 5 and 7, the Board declaration of the spin-off of the
Company's dental business (Sybron Dental Specialties, Inc.); the proposed change
of the Company's name to Apogent Technologies Inc.; the change in executive
officers in connection with the spin-off; the adoption of a Rights Agreement,
subject to completion of the spin-off; the calendarization of projected earnings
for fiscal 2001; and updated summaries of unaudited pro forma combined financial
data for the Company and Sybron Dental Specialties, Inc. incorporating revised
interest expense levels.
29
31
A Form 8-K, dated December 11, 2000, was filed on December 12, 2000 to
report, under item 5, that the Board of Directors had declared a dividend
distribution of one Right (under the Company's Rights Agreement) for each
outstanding share of Company Common Stock to stockholders of record at the close
of business on December 12, 2000.
A Form 8-K, dated December 11, 2000, was filed on December 19, 2000 to
report, under items 5 and 7, that the spin-off of Sybron Dental Specialties,
Inc. was consummated on December 11, 2000. The Form 8-K also contained unaudited
pro forma consolidated financial statements of the Company and its subsidiaries,
giving effect to the spin-off, the refinancing of its credit facilities, and the
dividend paid by Sybron Dental Management, Inc. to the Company immediately prior
to the spin-off.
30
32
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
APOGENT TECHNOLOGIES INC.
-------------------------
(Registrant)
Date: February 14, 2001 /s/ JEFFREY C. LEATHE
- ------------------------ ----------------------
Jeffrey C. Leathe
Executive Vice President - Finance, Chief
Financial Officer & Treasurer*
* executing as both the principal financial
officer and the duly authorized officer
of the Company.
31
33
APOGENT TECHNOLOGIES INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-11091)
EXHIBIT INDEX
TO
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2000
EXHIBIT FILED
NUMBER DESCRIPTION INCORPORATED HEREIN BY REFERENCE TO HEREWITH
--------- ----------------------------------- ------------------------------------ --------
2.1 Contribution Agreement, Plan and Exhibit 2.1 to the Registrant's Form 10-K
Agreement of Reorganization and for the fiscal year ended September 30,
Distribution, dated as of November 2000 (the "2000 10-K)
28, 2000, between the Registrant and
Sybron Dental Specialties, Inc.
("SDS") and Sybron Dental Management,
Inc. (excluding the forms of the
ancillary agreements attached thereto
as exhibits, definitive copies of
which are filed as Exhibits 2.2
through 2.8 below)
2.2 General Assignment, Assumption and Exhibit 2.2 to the 2000 10-K
Agreement Regarding Litigation,
Claims and Other Liabilities, dated
as of December 11, 2000, between the
Registrant and SDS
2.3 Trade Name Assignment and Exhibit 2.3 to the 2000 10-K
Transitional Trade Name Use and
License Agreement, dated as of
December 11, 2000, between the
Registrant and SDS
2.4 Insurance Matters Agreement, dated as Exhibit 2.4 to the 2000 10-K
of December 11, 2000, between the
Registrant and SDS
2.5 Employee Benefits Agreement, dated as Exhibit 2.5 to the 2000 10-K
of December 11, 2000, between the
Registrant and SDS
2.6 Tax Sharing and Indemnification Exhibit 2.6 to the 2000 10-K
Agreement, dated as of December 11,
2000, between the Registrant and SDS
2.7 Interim Administrative Services Exhibit 2.7 to the 2000 10-K
Agreement, dated as of December 11,
2000, between the Registrant and SDS
2.8 Confidentiality and Nondisclosure Exhibit 2.8 to the 2000 10-K
Agreement, dated as of December 11,
2000, between the Registrant and SDS
3.1 (a) Composite Restated Articles of The amendments approved by the
Incorporation of the Registrant, as Shareholders on January 30, 2001 X
amended through February 5, 2001 to are incorporated by reference to
change the name of the Registrant the Registrant's Proxy Statement
to Apogent Technologies Inc. and dated December 29, 2000 for its
increase the size of the Board of Annual Meeting of Shareholders
Directors from between six and nine
to between six and twelve directors
(b) Articles of Amendment containing Exhibit 3.1(b) to the 2000 10-K
Certificate of Designation,
Preferences and Rights of Series
A Preferred Stock
3.2 Bylaws of the Registrant, as amended X
as of January 30, 2001 to amend Section
3.01 to reflect the increase in the maximum
number of directors to twelve
EI-1