-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DjePeUF9ymwBmGNe4NFjG1tbTvDHj2eLLH/IqUdfB2sQULB0pcFoqxTG7xEZuv90 n3I64eqR0giQlMl+i4fYXQ== 0000009892-96-000017.txt : 19960808 0000009892-96-000017.hdr.sgml : 19960808 ACCESSION NUMBER: 0000009892-96-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960807 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARD C R INC /NJ/ CENTRAL INDEX KEY: 0000009892 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221454160 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06926 FILM NUMBER: 96605344 BUSINESS ADDRESS: STREET 1: 730 CENTRAL AVE CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9082778000 MAIL ADDRESS: STREET 1: 730 CENTRAL AVENUE CITY: MURRAY HILL STATE: NJ ZIP: 07974 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 1996 Commission File Number 1-6926 C. R. BARD, INC. (Exact name of registrant as specified in its charter) New Jersey (State of incorporation) 22-1454160 (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 July 31, 1996 Common Stock - $.25 par value 56,969,655 C. R. BARD, INC. AND SUBSIDIARIES INDEX Page No. PART I - FINANCIAL INFORMATION Condensed Consolidated Balance Sheets - June 30, 1996 and December 31, 1995 1 Condensed Statements of Consolidated Income and Retained Earnings For The Quarter and Six Months Ended June 30, 1996 and 1995 2 Condensed Consolidated Statements of Cash Flows For The Six Months Ended June 30, 1996 and 1995 3 Notes to Consolidated Financial Statements 4 Management's Discussion and Analysis of Financial Condition and Results of Operations 4 PART II - OTHER INFORMATION 6 C. R. BARD, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (thousands of dollars)
June 30, December 31, 1996 1995 (Unaudited) ASSETS Current Assets: Cash and short-term investments $ 64,500 $ 51,300 Accounts receivable, net 232,400 215,700 Inventories 245,600 228,200 Other current assets 9,500 8,700 Total current assets 552,000 503,900 Property, plant and equipment, net 214,400 214,200 Intangible assets, net of amortization 308,300 315,500 Other assets 75,100 57,400 $1,149,800 $1,091,000
LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities: Short-term borrowings and current maturities of long-term debt $ 159,100 $ 66,900 Accounts payable 35,700 62,700 Accrued expenses 129,300 131,400 Federal and foreign income taxes 3,900 12,300 Total current liabilities 328,000 273,300 Long-term debt 194,800 198,400 Other long-term liabilities 43,100 54,700 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 57,000,165 shares and 57,100,598 shares 14,300 14,300 Capital in excess of par value 72,300 63,300 Retained earnings 494,900 478,900 Other 2,400 8,100 583,900 564,600 $1,149,800 $1,091,000
The accompanying notes to consolidated financial statements are an integral part of these balance sheets. -1- C. R. BARD, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF CONSOLIDATED INCOME AND RETAINED EARNINGS (thousands except per share amounts) (Unaudited)
For Quarter Ended For Six Months Ended June 30, June 30, 1996 1995 1996 1995 Net sales $295,200 $291,100 $584,400 $569,200 Costs and expenses: Cost of goods sold 143,300 140,600 283,900 274,800 Marketing, selling and administrative 90,000 89,800 176,400 174,800 Research & development 19,800 19,800 39,100 39,000 Interest expense 6,100 6,500 12,100 12,500 Other(income)expense, net (3,000) (1,500) 23,300 (3,200) Total costs and expenses 256,200 255,200 534,800 497,900 Income before taxes 39,000 35,900 49,600 71,300 Provision(benefit) for income taxes 11,500 10,900 (5,000) 21,400 Net income 27,500 25,000 54,600 49,900 Retained earnings, beginning of period 487,300 442,800 478,900 427,300 Treasury stock retired (10,800) (400) (20,300) (2,000) Cash dividends (9,100) (7,900) (18,300) (15,700) Retained earnings, end of period $494,900 $459,500 $494,900 $459,500 Weighted average shares outstanding 57,009 56,525 Net income per share $ .48 $ .44 $ .96 $ .88 Cash dividends per share $ .16 $ .14 $ .32 $ .28
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 CASH FLOWS (thousands of dollars) (Unaudited)
For The Six Months Ended June 30, 1996 1995 Cash flows from operating activities: Net income $ 54,600 $ 49,900 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 31,100 27,600 Other non-cash items 1,000 1,800 Changes in assets and liabilities: Current assets (27,900) (41,200) Current liabilities (37,500) (900) Other 1,900 (22,400) 23,200 14,800 Cash flows from investing activities: Capital expenditures (17,900) (12,200) Other long-term investments, net (44,000) (10,500) (61,900) (22,700) Cash flows from financing activities: Purchase of common stock (20,500) (2,000) Dividends paid (18,300) (15,700) Short-term borrowings and other 101,300 (89,400) Long-term borrowings (3,600) 123,100 58,900 16,000 Net increase in cash and cash equivalents 20,200 8,100 Cash and cash equivalents at January 1, 37,400 34,500 Cash and cash equivalents at June 30, $ 57,600 $ 42,600
The accompanying notes to condensed consolidated financial statements are an integral part of these statements. -3- C. R. BARD, INC. AND SUBSIDIARIES NOTES TO 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, the Company believes that it has included all adjustments, consisting only of normal recurring adjustments, which are necessary to present fairly the results of operations for these periods. 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 the 1995 Annual Report on Form 10-K. The Company applies APB Opinion No. 25 "Accounting for Stock Issued to Employees", and related interpretations in accounting for its stock plans. No compensation expense has been recognized for the stock-based compensation plans other than for restricted stock and performance-based awards. Included in the balance sheet caption "Cash and short-term investments" are short-term investments which have maturities greater than ninety days and amounted to $6,900,000 at June 30, 1996. These investments have not been treated as cash and cash equivalents for cash flow presentation purposes. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Consolidated net sales for the second quarter of 1996 of $295,200,000 was an increase of 1 percent over the second quarter 1995 sales of $291,100,000. Sales for the first six months of 1996 of $584,400,000 increased 3 percent over the $569,200,000 for the same period last year. Sales in the U.S. for the second quarter of 1996 were $190,800,000, an increase of 1 percent from 1995, while international sales were up 2 percent against last year. The impact of a strengthening dollar in the second quarter decreased sales outside the U.S. by 5 percent. For the first six months of 1996, U.S. sales totaled $384,500,000, up 2 percent, while international sales increased 4 percent to $199,900,000. Currency translation for the first half of 1996 decreased worldwide sales by approximately 1 percent. - 4 - C. R. BARD, INC. AND SUBSIDIARIES PRODUCT GROUP SUMMARY OF NET SALES (in thousands) Quarter Ended June 30, Six Months Ended June 30, Percent Percent 1996 1995 Change 1996 1995 Change Cardiovascular $101,500 $ 98,100 3 $198,000 $189,000 5 Urological 85,600 79,500 8 169,800 158,300 7 Surgical 108,100 113,500 (5) 216,600 221,900 (2) Net Sales $295,200 $291,100 1 $584,400 $569,200 3 Cardiovascular sales grew at a slower rate in the second quarter as the Company awaited several key product approvals. Strong Foley catheter sales during the quarter contributed to the 8 percent increase in urological products. Surgical sales were lower for the quarter due to the divestiture of a product line in December 1995 in addition to overall pricing pressure. The gross profit of 51.5 percent for the quarter and 51.4 percent for the six month period in 1996 was slightly lower than in 1995 due to competitive pricing pressure. Worldwide pricing pressure has decreased sales by approximately 2 percent for the first six months of 1996. In addition to recurring items such as foreign exchange and interest income,other income in the second quarter included a one time credit of $2,500,000 related to the elimination of a contractual arrangement for which a previous accrual had been made. During the first quarter, the Company received additional royalty payments pertaining to its angioplasty catheter balloon technology. As a result first quarter other income included approximately $9,900,000 in payments received on sales of these products for prior periods. Also included in the first quarter are the reversal of tax reserves of $15,000,000, the writedown of assets of $31,000,000 ($16,800,000 net of tax) related to guidewire technology as well as several other miscellaneous charges. Second quarter consolidated net income of $27,500,000 increased 10 percent from the $25,000,000 second quarter results of last year. Net income for the six months of 1996 of $54,600,000 reflected an increase of 9 percent from the $49,900,000 for the same period last year. Net income per share for the second quarter of 1996 of $.48 increased 9 percent over the $.44 earned in the prior year's second quarter. - 5 - C. R. BARD, INC. AND SUBSIDIARIES Total borrowing increased from $265,300,000 at December 31, 1995 to $353,900,000 at June 30, 1996. The increase is due to previously reported acquisitions and working capital requirements. In June 1996, the Company filed a $200,000,000 shelf registration with the Securities and Exchange Commission for the future issuance of long-term debt. During the first six months of 1996 and 1995, the Company acquired 593,900 and 75,000, respectively, of its common shares which were retired. Other shareholders' investment consisted of cumulative translation adjustment credits of $6,200,000 offset by $3,800,000 of unearned restricted stock at June 30, 1996 and cumulative translation adjustment credits of $12,400,000 offset by $4,300,000 of unearned restricted stock at December 31, 1995. PART II - OTHER INFORMATION Item 5. Other Information In a news release dated August 5, 1996, the Company announced that it had agreed to acquire Impra, Inc. Such news release is incorporated by reference and is attached hereinto as Exhibit 99. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 12.1 - Computation of Ratio of Earnings to Fixed Charges (b) Exhibit 27 - Financial Data Schedule (c) Exhibit 99 - News Release - Bard Announces Agreement To Acquire Impra (d) There were no reports on Form 8-K filed by the Company during the quarter ended June 30, 1996. - 6 - C. R. BARD, INC. AND SUBSIDIARIES 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) William C. Bopp /s/ William C. Bopp Executive Vice President and Chief Financial Officer Charles P. Grom /s/ Vice President and Controller and Chief Accounting Officer Date: August 7, 1996 - 7 - EX-12 2 Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges Six Months Ended June 30, 1996 Earnings before taxes $49,600 Add (Deduct) Fixed Charges $10,000 Undistributed earnings of less than 50% owned companies carried at equity $ (300) Interest capitalized 0 Earnings available for fixed charges $59,300 Fixed charges: Interest, including amounts capitalized $ 6,100 Proportion of rent expense deemed to represent interest factor $ 3,900 Fixed Charges $10,000 Ratio of earnings to fixed charges 5.93 EX-27 3
5 1,000 6-MOS DEC-31-1996 JUN-30-1996 64500 0 232400 9600 245600 552000 353000 138600 1149800 328000 194800 0 0 14300 569600 1149800 295200 295200 143300 143300 109800 0 6100 39000 11500 27500 0 0 0 27500 .48 .48
EX-99 4 Exhibit 99 C. R. Bard, Inc. 730 Central Avenue Murray Hill, NJ 07974 Contact: E. L. Parker Vice President and Treasurer (908) 277-8059 BARD ANNOUNCES AGREEMENT TO ACQUIRE IMPRA Murray Hill, NJ - August 5, 1996 - C. R. Bard, Inc. (NYSE-BCR) announced today that it has agreed to acquire Impra, Inc. Impra, a privately held company founded in 1974 and headquartered in Tempe, AZ, is a leader in the development, manufacturing and marketing of PTFE vascular grafts used for blood vessel replacement surgery. It offers more than 260 products to the vascular surgeon as a complete line, full service supplier. In addition, Impra has several active R&D programs in vascular graft and endovascular technology. The transaction is subject to the appropriate governmental review. Closing is targeted for completion in the third quarter. Terms of the agreement, which will be a cash merger, were not disclosed. "This acquisition will strengthen Bard's position in one of our key surgical markets and help fuel top line growth for 1996 and beyond," commented William H. Longfield, chairman and CEO. "The Impra acquisition fits very well with our strategy of strengthening our franchise product areas while de-emphasizing those less profitable categories. We are particularly pleased with Impra's R&D capability, especially in the potentially large market opportunity for covering stents. While revenue growth in the first half has been slower than planned, new angioplasty balloons, the X-Trode coronary stent and the Impra acquisition should improve second-half performance." Bard plans to consolidate its current vascular graft product line with the Impra products and operate the new subsidiary out of the Tempe, AZ location. John McDermott, Impra's current chief operating officer, will manage Bard's new consolidated operation. Separately, William C. Bopp, executive vice president and CFO indicated that Bard has received a rating of BBB+ from Standard & Poor's and Baa2 from Moody's. "These ratings reflect Bard's significant market positions and financial strength and provide us with the ability to issue long-term debt in the public market when appropriate," said Bopp. C. R. Bard, Inc. Headquartered in Murray Hill, NJ, is a leading multinational developer, manufacturer and marketer of health care products. # # # # # -----END PRIVACY-ENHANCED MESSAGE-----