SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2001
Commission File Number 1-6926
C. R. BARD, INC.
(Exact name of registrant as specified in its charter)
|
New Jersey |
22-1454160 |
|
(State of incorporation) |
(I.R.S. Employer Identification No.) |
730 Central Avenue, Murray Hill, New Jersey 07974
(Address of principal executive offices)
|
Registrant's telephone number, Including area code: |
(908) 277-8000 |
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 |
|
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
|
Class |
Outstanding at April 30, 2001 |
|
Common Stock - $.25 par value |
50,678,321 |
C. R. BARD, INC. AND SUBSIDIARIES
INDEX
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PAGE NO. |
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PART I - FINANCIAL INFORMATION |
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Condensed Consolidated Balance Sheets - March 31, 2001 and December 31, 2000 |
1 |
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Condensed Consolidated Statements of Income For The Three Months Ended March 31, 2001 and 2000 |
2 |
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Condensed Consolidated Statements of Shareholders' Investment For The Three Months Ended March 31, 2001 and 2000 |
3 |
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Condensed Consolidated Statements of Cash Flows For The Three Months Ended March 31, 2001 and 2000 |
4 |
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Notes to Condensed Consolidated Financial Statements |
5 |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
7 |
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PART II - OTHER INFORMATION |
9 |
C. R. BARD, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
|
|
March 31, 2001 |
December 31, 2000 |
|
ASSETS |
(unaudited) |
|
|
Current Assets: |
|
|
|
Cash and short-term investments |
$ 128,400 |
$ 119,700 |
|
Accounts receivable, net |
192,200 |
195,800 |
|
Inventories |
200,500 |
193,500 |
|
Other current assets |
18,000 |
17,600 |
|
Total current assets |
539,100 |
526,600 |
|
Property, plant and equipment, net |
156,800 |
155,500 |
|
Intangible assets, net of amortization |
354,800 |
356,200 |
|
Other assets |
54,100 |
50,900 |
|
$1,104,800 |
$1,089,200 |
|
|
LIABILITIES AND SHAREHOLDERS' INVESTMENT |
|
|
|
Current Liabilities: |
|
|
|
Short-term borrowings and current maturities of long-term debt |
$ 800 |
$ 800 |
|
Accounts payable |
52,600 |
56,000 |
|
Accrued expenses |
126,700 |
136,200 |
|
Federal and foreign income taxes |
39,700 |
31,500 |
|
Total current liabilities |
219,800 |
224,500 |
|
Long-term debt |
200,500 |
204,300 |
|
Other long-term liabilities |
47,000 |
46,500 |
|
Shareholders' Investment |
|
|
|
Preferred stock, $1 par value, authorized 5,000,000 shares; none issued |
- - - |
- - - |
|
Common stock, $.25 par value, authorized 300,000,000 shares; issued and outstanding 50,693,597 shares and 50,908,614 shares |
12,700 |
12,700 |
|
Capital in excess of par value |
183,500 |
177,300 |
|
Retained earnings |
525,400 |
519,400 |
|
Accumulated other comprehensive income |
(71,000) |
(80,200) |
|
Unamortized expenses under stock plans |
(13,100 ) |
(15,300 ) |
|
|
637,500 |
613,900 |
|
$1,104,800 |
$1,089,200 |
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
-1-
C. R. BARD, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(thousands except per share amounts)
(unaudited)
|
|
For Three Months Ended March 31, |
|
|
|
2001 |
2000 |
|
|
|
|
|
Net sales |
$ 284,800 |
$ 268,500 |
|
|
|
|
|
Costs and Expenses: |
|
|
|
Cost of goods sold |
132,500 |
120,300 |
|
Marketing, selling and administrative |
87,400 |
85,500 |
|
Research & development |
13,600 |
13,600 |
|
Interest expense |
4,000 |
5,300 |
Gain from dispositions of cardiology businesses |
0 |
(15,400) |
|
Other (income) expense, net |
(100) |
13,700 |
|
|
|
|
|
Total costs and expenses |
237,400 |
223,000 |
|
|
|
|
|
Income before taxes |
47,400 |
45,500 |
|
|
|
|
|
Provision for income taxes |
14,200 |
14,000 |
|
|
|
|
|
Net income |
$ 33,200 |
$ 31,500 |
|
|
|
|
|
Basic earnings per share |
$ 0.65 |
$ 0.62 |
|
|
|
|
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Diluted earnings per share |
$ 0.65 |
$ 0.62 |
|
|
|
|
|
Cash dividends per share |
$ 0.21 |
$ 0.20 |
|
|
|
|
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Average common shares outstanding - basic |
50,740 |
50,609 |
|
|
|
|
|
Average common shares outstanding - diluted |
51,256 |
51,061 |
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
- 2 -
C. R. BARD, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT
(dollars in thousands except per share amounts)
(unaudited)
|
Three Months Ended March 31, 2001 |
Common Stock |
Capital in Excess of Par |
Retained Earnings |
Accumulated Other Comprehensive Income |
Unamor- tized Expenses Under Stock Plan |
Total |
||
|
Shares |
Amount |
|||||||
|
Balance at December 31, 2000 |
50,908,614 |
$ 12,700 |
$ 177,300 |
$ 519,400 |
$ (80,200) |
$ (15,300) |
$ 613,900 |
|
|
Net income |
|
|
|
33,200 |
|
|
33,200 |
|
|
Currency translation adjustments/other |
|
|
|
|
9,200 |
|
9,200 |
|
|
comprehensive income |
|
|
|
|
|
|
42,400 |
|
|
Cash dividends ($.21 per share) |
|
|
|
(10,700) |
|
|
(10,700) |
|
|
Treasury stock acquired |
(381,400) |
(100) |
(16,500) |
(16,600) |
||||
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Employee stock plans |
166,383 |
100 |
6,200 |
--- |
--- |
2,200 |
8,500 |
|
|
Balance at March 31, 2001 |
50,693,597 |
$ 12,700 |
$ 183,500 |
$ 525,400 |
$ (71,000) |
$ (13,100) |
$ 637,500 |
|
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Three Months Ended March 31, 2000 |
Common Stock |
Capital in Excess of Par |
Retained Earnings |
Accumulated Other Comprehensive Income |
Unamor-tized Expenses Under Stock Plan |
Total |
||
|
Shares |
Amount |
|||||||
|
Balance at December 31, 1999 |
50,781,857 |
$ 12,700 |
$ 153,500 |
$ 473,500 |
$ (48,600) |
$ (16,800) |
$ 574,300 |
|
|
Net income |
|
|
|
31,500 |
|
|
31,500 |
|
|
Currency translation adjustments/other |
|
|
|
|
(6,100) |
|
(6,100) |
|
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comprehensive income |
|
|
|
|
|
|
25,400 |
|
|
Cash dividends ($.20 per share) |
|
|
|
(10,200) |
|
|
(10,200) |
|
|
Treasury stock acquired |
(420,300) |
(100) |
|
(17,700) |
|
|
(17,800) |
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Employee stock plans |
100,648 |
--- |
(300) |
5,600 |
--- |
300 |
5,600 |
|
|
Balance at March 31, 2000 |
50,462,205 |
$ 12,600 |
$ 153,200 |
$ 482,700 |
$ (54,700) |
$ (16,500) |
$ 577,300 |
|
The accompanying notes to condensed consolidated financial statements are an integral part of these statements.
- 3 -
C. R. BARD, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
|
|
For The Three Months Ended March 31, |
|
|
|
2001 |
2000 |
|
Cash flows from operating activities: |
|
|
|
Net income |
$ 33,200 |
$ 31,500 |
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
||
Depreciation and amortization |
13,600 |
12,200 |
Other noncash items |
(4,400) |
(1,500) |
|
Changes in assets and liabilities: |
|
|
|
Current assets |
6,000 |
3,900 |
|
Current liabilities |
(4,800) |
2,600 |
|
Other |
700 |
(2,200) |
|
|
|
|
|
|
44,300 |
46,500 |
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
Capital expenditures |
(7,100) |
(4,500) |
|
Other long-term investments, net |
(5,200) |
(27,500) |
|
|
|
|
|
|
(12,300) |
(32,000) |
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
Purchase of common stock |
(16,600) |
(17,800) |
|
Dividends paid |
(10,700) |
(10,200) |
|
Other financing activities |
3,300 |
(31,500) |
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|
|
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|
(24,000) |
(59,500) |
|
|
|
|
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Cash and cash equivalents: |
|
|
|
Increase (decrease) during the period |
8,000 |
(45,000) |
|
|
|
|
|
Balance at January 1, |
114,100 |
92,700 |
|
|
|
|
|
Balance at March 31, |
$ 122,100 |
$ 47,700 |
The accompanying notes to consolidated financial statements are an integral part of these statements.
- 4 -
C. R. BARD, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The financial statements contained in this filing have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and have not been audited. However, C. R. Bard, Inc. ("Bard" or the "company") believes that it has included all adjustments to the interim financial statements, consisting only of normal recurring adjustments, that are necessary to present fairly Bard's financial condition and results of operations at the dates and for the periods presented. The results of operations for the interim periods are not necessarily indicative of results of operations for a full year. These financial statements should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements as filed by the company in its 2000 Annual Report on Form 10-K.
Consolidation
The consolidated financial statements include the accounts of the company and its majority-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.
Earnings Per Share
"Basic earnings per share" represents net income divided by the weighted average shares outstanding. "Diluted earnings per share" represents net income divided by weighted average shares outstanding adjusted for the incremental dilution of outstanding employee stock options and awards. Unless indicated otherwise per share amounts are calculated on a diluted basis.
Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" as amended by Statement of Financial Accounting Standards No. 138, ("FAS 133"). FAS 133 was effective for Bard as of January 1, 2001. FAS 133 establishes accounting and reporting standards requiring that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value. FAS 133 requires that changes in the derivative's fair value be recognized in either income or other comprehensive income, depending on the designated purpose of the derivative. The application of FAS 133 did not have a material effect on the financial statements presented herein. In the first quarter 0f 2001, Accumulated Other Comprehensive Income included approximately $200,000 related to the intrinsic value of options.
Use of Estimates
The financial statements and related disclosures have been prepared in conformity with generally accepted accounting principles and, accordingly, include amounts based on estimates and judgments of management with consideration given to materiality. Actual results could differ from those estimates.
Long-Term Debt
In December 1996, the company issued $150,000,000 of 6.70% notes due 2026. These notes may be redeemed at the option of the note holders on December 1, 2006, at a redemption price equal to the principal amount. The market value of these notes was approximately $143,400,000 at March 31, 2001.
-5-
C. R. BARD, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Segment Information
The company's management considers its business to be a single segment entity - the manufacture and sale of medical devices. The company's products generally share similar distribution channels and customers. The company designs, manufactures, packages, distributes and sells medical, surgical, diagnostic and patient care devices that are purchased by hospitals, physicians and nursing homes, many of which are used once and discarded. Management evaluates its various global product portfolios on a revenue basis, which is presented below. Management generally evaluates profitability and associated investment on an enterprise-wide basis due to shared infrastructures.
|
|
|
Three Months Ended March 31, |
||
|
(dollars in thousands) |
|
2001 |
2000 |
% Chg. |
|
Net sales: |
|
|
|
|
|
Vascular |
|
$ 61,200 |
$ 58,500 |
5 |
|
Urology |
|
91,900 |
89,100 |
3 |
|
Oncology |
|
65,000 |
60,900 |
7 |
|
Surgery |
|
51,400 |
44,200 |
16 |
|
Other products |
|
15,300 |
15,800 |
(3) |
|
Total net sales |
$ 284,800 |
$ 268,500 |
6 |
|
|
|
|
|
|
|
|
Income before taxes |
|
$ 47,400 |
$ 45,500 |
|
|
|
|
|
|
|
|
Total assets |
|
$1,104,800 |
$1,089,200 |
|
|
|
|
|
|
|
|
Capital expenditures |
|
$ 7,100 |
$ 4,500 |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ 13,600 |
$ 12,200 |
|
The following table represents net sales by geographic region based on the location of the external customer.
|
|
|
Three Months Ended March 31, |
||
|
(dollars in thousands) |
|
2001 |
2000 |
% Chg. |
|
United States |
|
$208,900 |
$191,900 |
9 |
|
Europe |
|
45,600 |
46,900 |
(3) |
|
Japan |
|
15,300 |
13,900 |
10 |
|
Rest of World |
|
15,000 |
15,800 |
(5) |
|
Total |
$284,800 |
$268,500 |
6 |
|
-6-
C. R. BARD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Consolidated net sales for the first quarter of 2001 of $284,800,000 increased 6 percent from the first quarter of 2000 net sales of $268,500,000. Net sales in the U.S. for the first quarter of 2001 were $208,900,000, an increase of 9 percent from the first quarter of 2000. International net sales for the first quarter of 2001 were $75,900,000, a decrease of 1 percent from the first quarter of 2000. Total net sales for the quarter were negatively affected by 2 percent due to foreign currency translation, with international sales being negatively affected by 7 percent.
Vascular net sales for the quarter ended March 31, 2001 increased 5 percent as compared to the same period in 2000, due primarily to growth in net sales of electrophysiology and peripheral technology products. Urological net sales increased by 3 percent for the quarter as compared to the same period in 2000, due primarily to growth in net sales of infection control catheters and brachytheraphy products. Oncology net sales increased 7 percent for the quarter as compared to the same periods in 2000, due primarily to growth in net sales of specialty access products. Surgical net sales increased by 16 percent for the quarter as compared to the same period in 2000, due primarily to growth in net sales of hemostasis and soft tissue repair products.
The company's gross profit margin for the quarter ended March 31, 2001 of 53.5 percent declined from the gross profit margin for the quarter ended March 31, 2000 of 55.2 percent. This decline is primarily due to the impact of foreign currency translation, product mix and manufacturing variances.
In the first quarter of 2001, other (income) expense, net is comprised of interest income and the impact of foreign exchange. In addition to interest income and the impact of foreign exchange, other (income) expense, net in the first quarter of 2000, includes charges of $9,300,000 ($0.11 per share after tax) related to product line acquisitions and $5,400,000 ($0.07 per share after tax) related to legal settlements and research grants. In the first quarter of 2000, the company settled all remaining open issues related to the 1998 dispositions of its cardiology businesses and recorded a gain of $15,400,000 ($.19 diluted per share after tax).
During the first three months of 2001 the company purchased 381,400 of its common shares. During the first three months of 2000, the company acquired 420,300 of its common shares.
Restructuring Charges
In January 2001, the company announced a series of strategic initiatives aimed at providing greater operating efficiencies, enhancing future funding of research and development and accelerating long-term revenue growth. These initiatives include the consolidation of all U.S. nonmanufacturing operations into a single location in central New Jersey. In addition, the company will begin a multiyear project to substantially reduce the number of manufacturing facilities worldwide. Finally, the company is exploring alternatives for the consolidation of international administrative functions.
The company expects that the New Jersey consolidation and the manufacturing restructuring will require up to three years to complete and will require a net cash investment of between $140 and $150 million for facilities, software and related infrastructure, including personnel costs. The majority of these investments will occur in 2002 and 2003. The company anticipates both one-time charges and incremental operating expenses of approximately $21 million, or $0.30 per share after tax, in 2001 associated with the first phase of the company's manufacturing consolidation project.
-7-
C. R. BARD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Cautionary Statement Regarding Forward-Looking Information
Certain statements contained herein or in other company documents and certain statements that may be made by management of the company orally may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe" and other words and terms of similar meaning in connection with any discussion of future operating or financial performance.
In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Because actual results are affected by risks and uncertainties, the company cautions investors that actual results may differ materially from those expressed or implied. It is not possible to predict or identify all such risks and uncertainties, but factors that could cause the actual results to differ materially from expected and historical results include, but are not limited to: health care industry consolidation resulting in customer demands for price concessions and contracts that are more complex and have longer terms; competitive factors, including competitors' attempts to gain market share through aggressive marketing programs, the development of new products or technologies by competitors and technological obsolescence; reduction in medical procedures performed in a cost-conscious environment; the lengthy approval time by the FDA or other government authorities to clear medical devices for commercial release; unanticipated product failures; legislative or administrative reforms to the U.S. Medicare and Medicaid systems or other U.S. or non-U.S. reimbursement systems in a manner that would significantly reduce reimbursements for procedures using the company's medical devices; the acquisition of key patents by competitors that would have the effect of excluding the company from new market segments; the uncertainty of whether increased research and development expenditures will result in increased sales; unpredictability of existing and future litigation including litigation regarding product liability such as claims of alleged personal injuries as a result of exposure to natural rubber latex gloves distributed by the company as well as other product liability matters, and intellectual property matters and disputes on agreements which arise in the ordinary course of business; government actions or investigations affecting the industry in general or the company in particular; future difficulties obtaining product liability insurance on reasonable terms; efficacy or safety concerns with respect to marketed products, whether scientifically justified or not, that may lead to product recalls, withdrawals or declining sales; uncertainty related to tax appeals and litigation; future difficulties obtaining necessary components used in the company's products and/or price increases from the company's suppliers of critical components; economic factors that the company has no control over, including changes in inflation, foreign currency exchange rates and interest rates; other factors that the company has no control over, including earthquakes, floods, fires and explosions; risks associated with maintaining and expanding international operations; and the risk that the company may not achieve manufacturing or administrative efficiencies as a result of the company's consolidation and restructuring initiatives, the integration of acquired businesses or divestitures. The company assumes no obligation to update forward-looking statements as circumstances change. You are advised, however, to consult any further disclosures we make on related subjects in our 10-Q, 8-K and 10-K reports.
-8-
C. R. BARD, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
|
Anthony Welters |
For |
46,109,330 |
|
Withheld |
594,619 |
|
|
Tony L. White |
For |
46,110,466 |
|
|
Withheld |
593,483 |
|
For |
41,855,951 |
|
Against |
4,588,394 |
|
Abstain and Broker Nonvotes |
259,604 |
|
For |
40,525,495 |
|
Against |
5,881,851 |
|
Abstain and Broker Nonvotes |
296,603 |
|
For |
46,273,702 |
|
Against |
231,961 |
|
Abstain and Broker Nonvotes |
198,286 |
-9-
C. R. BARD, INC. AND SUBSIDIARIES
Item 6. Exhibits and Reports on Form 8-K
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.
|
|
C. R. BARD, INC. |
|
|
(Registrant) |
|
|
Charles P. Slacik /s/ |
|
Charles P. Slacik |
|
|
|
Senior Vice President and Chief Financial Officer |
|
|
|
|
|
Charles P. Grom /s/ |
|
|
Charles P. Grom |
|
|
Vice President and Controller |
Date: May 15, 2001
- 10 -