-----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, QOiKqAx5hNzOuozXDr5lQuYrGAY78dfI5l9Q2pNs6peooBN2XeZkG5E5KdoH3spy RZe+MfSqn+rwNwsmIJzS8Q== /in/edgar/work/20000825/0000010427-00-000034/0000010427-00-000034.txt : 20000922 0000010427-00-000034.hdr.sgml : 20000922 ACCESSION NUMBER: 0000010427-00-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000824 ITEM INFORMATION: FILED AS OF DATE: 20000825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAUSCH & LOMB INC CENTRAL INDEX KEY: 0000010427 STANDARD INDUSTRIAL CLASSIFICATION: [3851 ] IRS NUMBER: 160345235 STATE OF INCORPORATION: NY FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04105 FILM NUMBER: 709357 BUSINESS ADDRESS: STREET 1: BAUSCH & LOMB INCORPORATED STREET 2: ONE BAUSCH & LOMB PLACE CITY: ROCHESTER STATE: NY ZIP: 14604-2701 BUSINESS PHONE: 7163386000 MAIL ADDRESS: STREET 1: ONE BAUSCH & LAMB PLACE STREET 2: P O BOX 54 CITY: ROCHESTER STATE: NY ZIP: 14604-2701 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSIONS Washington, DC 20549 ___________________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ____________________________________ Date of Report (Date of earliest event reported): August 24, 2000 BAUSCH & LOMB INCORPORATED (Exact name of registrant as specified in its charter) New York 1-4105 16-0345235 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) One Bausch & Lomb Place, Rochester NY 14604-2701 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (716) 338-6000 ITEM 5. OTHER EVENTS On August 24, 2000, Bausch & Lomb Incorporated ("Bausch & Lomb") announced that it was revising its estimate for revenues and earnings for the second half of 2000 and for fiscal year 2001. A copy of the Bausch & Lomb press release containing this announcement, and the related remarks by Mr. William M. Carpenter, Chairman and Chief Executive Officer of Bausch & Lomb, are attached as exhibits hereto and are incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of businesses acquired. - Not Applicable (b) Pro forma financial information. - Not Applicable (c) Exhibits. The following exhibits are filed as part of this report: 99.1 Press Release dated August 24, 2000. 99.2 Remarks of Mr. William M. Carpenter, Chairman and Chief Executive Officer of Bausch & Lomb, dated August 24, 2000. 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. BAUSCH & LOMB INCORPORATED /s/ Robert B. Stiles Robert B. Stiles Senior Vice President and General Counsel Dated: August 24, 2000 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated August 24, 2000. 99.2 Remarks of Mr. William M. Carpenter, Chairman and Chief Executive Officer of Bausch & Lomb, dated August 24, 2000. EX-99 2 0002.txt EXHIBIT 99.1 NEWS BAUSCH & LOMB One Bausch & Lomb Place Rochester, NY 14604-2701 For further information contact: Holly Houston 716-338-8064 office 800-405-5314 pager 716-473-7104 home BAUSCH & LOMB REVISES SALES AND EARNINGS ESTIMATES FOR 2000 AND 2001 - - 2000 EPS before one-time events in range of $2.69 to $2.72; 2001 EPS in range of $2.87 to $2.92 - - Company is taking aggressive actions to address recently identified issues - - Strategic initiatives for long-term growth are on track - - President and Chief Operating Officer position is eliminated; Carl Sassano to leave Bausch & Lomb FOR RELEASE THURSDAY, AUGUST 24, 2000 ROCHESTER, N.Y. - Following an intensive midyear global review of its businesses, Bausch & Lomb (NYSE:BOL) is revising its sales and earnings estimates for the remainder of 2000 and for full year 2001. Based on this review and quarter-to-date operating performance, the company has identified market trends and business issues that will impact financial results over the next 12 to 18 months. Excluding the impact of the recent acquisition of Groupe Chauvin, total company revenues for the remainder of 2000 are now expected to be essentially flat to down slightly from 1999. Including the acquisition of Groupe Chauvin, revenues for the remainder of 2000 are expected to grow in the range of two to four percent. Earnings per share, including the impact of the acquisition, should be approximately $0.70 to $0.72 in the third quarter, and approximately $0.83 to $0.85 in the fourth quarter, to end the year in the range of $2.69 to $2.72 before one-time items. For the year 2001, Bausch & Lomb is now expecting revenue growth in the mid-single digits, excluding the impact of the acquisition, and in the upper single digits inclusive of that acquisition. Earnings per share in 2001 should be in the range of $2.87 to $2.92. There are four basic issues leading to this reduction in revenue and earnings growth estimates: - - Slower growth in the vision care segment than the company previously projected - - Accelerated price pressure on U.S. multi-source (generic) pharmaceutical products - - Product supply constraints in the surgical intraocular lens (IOL) business - - Continued weakening of the Euro "We are deeply disappointed and frustrated to have to reduce our sales and earnings expectations for the remainder of 2000 and for 2001," said William M. Carpenter, chairman and CEO of Bausch & Lomb. "We are moving aggressively to address these issues and we are committed to taking the right actions to improve our 2001 results over these revised projections." Carpenter continued, "Despite our disappointment, I want to emphasize that our recent analysis of our businesses has also validated our key initiatives for future growth. New contact lens products are yielding market share gains and significant improvements in profitability in our vision care business; increasing consumer demand and our technological leadership are driving robust growth in the refractive segment of our surgical business; and the development of Envision TD(TM), our breakthrough implant technology for treating back-of-the-eye diseases, is on track and remains the top development priority for our pharmaceutical business and the company. While we will move aggressively to improve our performance, we cannot and will not lose focus on maximizing the considerable potential of these initiatives. "We have not yet had the opportunity to fully explore all of the potential corrective actions relating to the recently identified business issues and their implications," added Carpenter. "We are in the process of undertaking a complete review of how we are structured and how we manage each of our businesses to insure that we are providing long-term shareholder return. I promise that our response will be swift, comprehensive and effective. The number one priority of this management team is to develop and implement plans to improve our performance." Bausch & Lomb plans to update the investment community, no later than the date of its third-quarter earnings report, on its plans to improve the company's performance. Vision Care: Expectations for category growth have moderated Bausch & Lomb had previously reported a slowing in market demand for contact lens care products in the U.S., impacting the amount of inventory carried by retail customers and company revenues to date. While Nielsen research data indicated modestly reduced consumer demand for all lens care products in the first half of 2000, data for the most recent few weeks - as well as customer orders - suggest that consumer demand is softening even further. Markets outside the U.S. appear to be following the same trend. Bausch & Lomb also noted other factors complicating the outlook for the vision care segment. New products, such as PureVision(TM) continuous wear lenses, one-day lenses, and disposable specialty lenses such as SofLens66 toric have, so far, drawn more of their wearers from existing products rather than bringing new patients into the market, thus hastening the erosion of older categories without contributing new growth. In addition, with slower growth in the overall category, competitors are reducing prices to gain market share, resulting in lower revenue growth. Accordingly, the company has moderated its view of overall category growth, as well as the performance of its vision care business for the remainder of 2000 and 2001. The company anticipates that revenues in the vision care business will be down slightly in the 2000 third quarter and up one to three percent in the fourth quarter. For 2001, the company now expects the vision care business to grow in the low to mid-single digits, a pace that is consistent with the company's revised view of the growth of the overall category. Pharmaceuticals: Accelerated price pressure on U.S. multi-source pharmaceutical products and weakening of the Euro Bausch & Lomb has also revised expectations for its pharmaceuticals business both in the U.S. and Germany. During the second quarter, Bausch & Lomb reported a decline in revenue growth due to the significant impact of aggressive pricing competition in generic otic (ear) products in the U.S. While the company had expected the entry of competition to lead to a gradual pricing decline in this product line, the extent and speed of the price reductions were unprecedented. More recently, prices have been similarly eroding in the company's other multi-source products in the U.S. The company's Dr. Mann Pharma business in Germany, which represents about 40 percent of the total pharmaceuticals segment, is expected to be further impacted by the continued weakening of the Euro against the dollar. Through the first half of this year, currency reduced the reported growth rate of Bausch & Lomb's pharmaceuticals business by several points, and the company now expects to see the Euro impact total pharmaceuticals growth by about five percentage points in each of the next two quarters. Bausch & Lomb expects full year 2000 revenues in the pharmaceuticals segment, excluding the Groupe Chauvin acquisition, to decline 11 to 13 percent from 1999, with the third quarter down in the mid-teens and the fourth quarter down more than 20 percent, including the significant negative impact of currency. Revenues in this business are expected to rebound to mid-to-upper single-digit growth in 2001. Surgical: Product supply constraints in the intraocular lens (IOL) business The major, although decreasing, share of Bausch & Lomb's revenues and operating earnings in its surgical segment are currently derived from sales of high-margin intraocular lenses (IOLs) and other disposables for cataract procedures. Challenges in this part of the business stem from rapidly changing market dynamics in the U.S., which have been compounded by manufacturing and supply issues for silicone lenses. In the U.S. market, cataract surgeons are shifting away from traditional non- foldable PMMA lenses in favor of foldable lens technologies. While Bausch & Lomb manufactures both lenses, the shift from PMMA has been even faster than anticipated. Demand for the foldable silicone lenses has exceeded the company's ability to supply them. Bausch & Lomb has been aggressively consolidating the multiple IOL manufacturing facilities that were part of its acquisition of the Chiron Vision and Storz companies in the U.S. and Europe. The rapid integration of manufacturing processes and product lines has limited the company's ability to shift production to respond to increased demand for silicone lenses. The company estimates it will take six to nine months before it can reliably meet demand and expand distribution to new accounts. Bausch & Lomb's refractive surgery business - a key growth driver for the future - continues to grow robustly, with laser placements around the world and the U.S. exceeding expectations. However, in the U.S. the ramp-up in procedures performed on each new machine is not occurring as fast as originally estimated, since more of the placements have been in newly opened centers than first expected. The company still expects about $10 million in incremental revenue benefit from the U.S. launch of the Technolas 217(TM), but the makeup of those revenues will be more heavily skewed to laser sales than to the per-procedure fees, with an associated negative impact on operating margins. Excluding the impact of the Groupe Chauvin acquisition, Bausch & Lomb now projects revenue growth for the surgical segment of approximately 12 percent for the full year 2000, and in the range of 10 percent for 2001. President and Chief Operating Officer position eliminated; Carl Sassano leaves Bausch & Lomb In a related action announced today, Carpenter indicated that the position of President and Chief Operating Officer is being eliminated, and that Carl Sassano, who currently holds that position, will be leaving the company. "Given the significant challenges - and the substantial opportunities - facing our operating units, I have decided that it is most appropriate to remove a layer of management, bringing me in even closer touch with the day-to-day activities of the business," said Carpenter. "Carl leaves the company with not only the personal appreciation and respect of our senior management and Board of Directors, but also the deep affection and admiration of the literally thousands of employees he has worked with, led, and mentored during an outstanding career at Bausch & Lomb that has spanned more than 25 years." # # # Investor Relations contact: Angela J. Panzarella 716-338-6025 office 716-352-5145 home Investor Conference Call Information 10:00 a.m. (ET) The News Media is invited to listen only on this call. Call-in Number: 913-981-4900 Rebroadcast Number - 888-203-1112; Confirmation # 945084. The rebroadcast of the conference call will be available starting at 1:00 p.m. ET, August 24, through midnight August 25, 2000. - ----------------------------------------------------------------------------- This press release contains, among other things, certain statements of a forward-looking nature relating to future events or the future business performance of Bausch & Lomb. Such statements involve a number of risks and uncertainties including those concerning economic conditions, currency exchange rates, product development and introduction, the financial well-being of key customers, the successful execution of marketing strategies, the continued successful implementation of the restructuring effort in reducing costs and expenses of manufacturing processes and administrative functions, as well as the risk factors listed from time to time in the company's SEC filings, including but not limited to the Form 10-Q for the quarter ended June 24, 2000. - ----------------------------------------------------------------------------- Bausch & Lomb Incorporated is the preeminent global technology-based healthcare company for the eye, dedicated to helping consumers see, look and feel better through innovative technology and design. Its core businesses include soft and rigid gas permeable contact lenses, lens care products, ophthalmic surgical and pharmaceutical products. The company is advantaged with some of the most respected brands in the world starting with its name, Bausch & Lomb(R), and including SofLens(TM), PureVision(TM), Boston(R), ReNu(R), Storz(R) and Technolas(TM). Founded in 1853 in Rochester, N.Y., where it continues to have its headquarters, the company has annual revenues of approximately $1.8 billion and employs approximately 12,000 people in more than 50 countries. Bausch & Lomb products are available in more than 100 countries around the world. Additional information about the company can be found on Bausch & Lomb's Worldwide Web site at http://www.bausch.com. - ----------------------------------------------------------------------------- EX-99 3 0003.txt EXHIBIT 99.2 W. M. Carpenter August 24, 2000 Conference Call I know you have had an opportunity to see our press release this morning revising our estimates for revenues and earnings for the second half of this year and 2001. Let me say at the outset how deeply disappointed and frustrated I am to have to come to you and make this announcement. In the next half hour or so I will cover a lot of information, as I am erring on the side of giving you more than less. Then we'll get to questions. As I discussed at the time of our second quarter earnings release, our revenues fell short of our expectations, as a result of issues that we concluded at that time were short-term. What has now happened to change our view? Last week, we gathered together key personnel from each of our businesses from around the world for our annual mid-year strategic business reviews. Given the trends we saw in the second quarter, we focused even more intensely than usual on market trends around the world, our own performance through the second quarter and new developments that have occurred during the first six weeks of this quarter. Since then we have been carefully assessing the impact those trends would have on our future performance and our longer-term strategies. As a result, we have concluded that the issues we saw in the second quarter and the trends that have surfaced this quarter will impact our revenue and earnings growth over the next 12-18 months. I will review the issues we have identified in detail in a moment. But before I do, let me briefly summarize them for you: - In the vision care business we have concluded that category growth is not as robust as we had originally projected, resulting in a moderation in our expectations for both contact lenses and lens care products - In pharmaceuticals, the significant competitive pricing pressures experienced in our otics (or ear drop) line earlier in the year has expanded to other multi-source products in the portfolio - In the surgical segment, we are facing some supply issues in our higher margin cataract business - And lastly, we will be affected by the continued decline in the Euro. Going forward, about 30% of our revenues will be generated in Europe, and in the past several weeks the Euro has declined 5%. If it stays where it is, its decline over the course of the year will negatively affect our results not only in the second half of this year, but also through the first half of next year. Now, before I go any further, I wish to underscore that although our business reviews this past week revealed issues that we must and will aggressively address, they also validated that our key initiatives for future growth all remain on track. Specifically: - Our efforts to revitalize our contact lens business with new products are yielding market share gains and significant improvements in profitability. - Our refractive surgery business continues its robust growth, driven by our technological leadership and the explosive growth in consumer demand. - Envision TD, our breakthrough implant technology to treat retinal and other diseases of the back of the eye, is on track, and will continue to be the number one development priority for the company. Having said that, I want to assure you that our management team is committed to taking appropriate steps to address the issues we are facing, and we have already identified a number of actions to improve our outlook that we will be evaluating over the next several weeks. But in the meantime, we clearly recognize our obligation to apprise you of our current projections based on the new information we received last week. With that overview, let me now address the trends we are seeing in each of our businesses, starting with our vision care business. VISION CARE As we previously reported, we have seen a slowing in market demand for lens care products in the US that has impacted our retail customers' inventory carrying requirements and our revenues year to date. Through the end of the second quarter, consumer demand for all lens care products (as measured by Nielsen research data) was down modestly from prior year. Consumption for chemical disinfectant products (where our flagship product ReNu MultiPlus competes) was holding about flat, with market data some weeks up a little, and some weeks down a little -- but generally in line with our expectations. It was on this basis that we earlier estimated the rate that retail inventories in the US would likely contract, and the resulting impact on our revenues for the remainder of this year. However, Nielsen data for the most recent few weeks, as well as customer orders in the first half of this quarter, suggest that consumer demand for lens care products in the US is softening even further. This new information is leading us to take a more conservative position on the US lens care market and consequently, on our estimates for revenues in the back half of this year and for 2001. Now, while we have reasonably good syndicated market data inside the US, we do not have the benefit of sophisticated tools like Nielsen data to assess market trends outside the US, and the dynamics that affect each market even within a particular region are different and complex. But during the past week, with the input of our people from around the world, we have moderated our assessment of the overall growth potential of the vision care category and our vision care business as a result. What are the factors that have caused us to revise our expectations? - First, is our assessment of the most recent data for the US lens care market. And, again, although we do not have sophisticated data like Nielsen for the European market, the data we do have and our recent experience in that market suggests that the European lens care market is following trends that are similar to those in the US, and is slowing. - Second, we had anticipated that product innovation would have a greater impact in growing the global vision care market than has proven to be the case. Innovations such as continuous wear lenses, one-day lenses and disposable toric and bi-focal lenses, we believed, would attract new wearers into the market and drive stronger category growth. But the acceptance of continuous wear lenses, for example, requires practitioners to change long-held assumptions about safety, and that's proven to be a formidable challenge. While our revenues for PureVision will about double from last year, which is terrific, the acceptance of this very new technology is ramping up more slowly than we had expected. And overall, new technologies have drawn more of their wearers from existing products (which is ultimately hastening the erosion of older categories), rather than bringing new patients into the fold. - Over all, with slower growth in the category, competition for share has put pressure on prices. We have seen this in the past in the US contact lens market, we're seeing it today in the European lens care market, and it has recently become an issue in the disposable lens market in Japan. This pricing pressure has dampened category revenue growth, with the strongest negative impact coming against older product lines, where we still have a significant part of our business. Although we don't have perfect data for most of the world, the factors we considered last week require us to change our view of this category and the potential for our own business within it. We had been viewing the combined contact lens and lens care market as having the potential to grow at the rate of mid- to upper-single digits; we now believe that the category will grow in the range of low to mid-single digits. What does this mean for our results? We now anticipate that revenues in the vision care business will be down slightly in Q3, and up slightly in Q4 - in the range of 1% - 3% - with the shortfall primarily in lens care. In lenses, we expect mid-single digit growth in both Q3 and Q4. That estimate includes the anticipated negative impact of currency changes, which, at current rates, have reduced those projected results by approximately 2% each quarter. Next year, we anticipate our business will grow at a pace that is even with the category -- in the range of low to mid-single digits. We are, obviously, deeply disappointed that we must lower our expectations for this business. Our frustration is even greater because the market trends mask a number of very good things happening in our business: - We have the strongest product line we've ever had. Our new products are growing robustly and driving share gains around the world. - As an example, our new products are driving a turn-around in our lens business in the important US market. The US used to be our problem area for lenses. Now, all the signs are that our business there is in resurgence, our share is growing, and we are continuing the momentum with the launch of Bausch & Lomb two-week. - In China, the actions we have taken to restructure our distributor operations, which we discussed during our second quarter conference call, are working. We've seen a better run-rate there, and we are doing absolutely the right things to make that a healthier, more predictable business for us. - And finally, the manufacturing and other initiatives we announced last December have succeeded in improving the profitability of our vision care segment. So, to reiterate. What has changed in terms of the vision care business? Our assessment of the growth in this category has moderated, and with that, so has our view for the potential of our own vision care business. In light of these more modest expectations for growth, we believe we must manage the vision care business with the recognition that its strategic value in our portfolio will be measured by its ability to leverage its revenue growth and generate cash for investment in higher growth opportunities in our pharmaceuticals and surgical businesses. This year, even with the shortfall in high margin lens care products, we anticipate the business will generate an operating margin of more than 21% -- two points ahead of last year. It will also generate approximately $290 million in EBITDA. Next year we anticipate the business margins will hold to these levels. But in order to get additional leverage from this business, we will re-examine how the business is structured. We will also reassess the appropriate level of capital and other investment we dedicate to the business. These issues will be an integral part of our assessment of our opportunities to improve the company's performance. PHARMACEUTICALS Let me turn now to our pharmaceuticals segment, where we have revised our expectations for both the US and German sides of the business. Let's start with the US. As you'll recall, in the second quarter, we reported that our revenues had been significantly impacted by aggressive price competition for generic otics, (that is, prescription ear drops). As we had been discussing for some time, we anticipated that, typical of multi-source pharmaceuticals in general, the return of competition would gradually erode otic pricing throughout this year. But the very aggressive promotions by a competitor in the second quarter resulted in prices "bottoming out" about two quarters earlier than we originally had projected. And, based on these circumstances, we moderated our guidance for the remainder of the year in this business during our second quarter earnings release call. Recently, however, we have begun to see similar rapid erosion in pricing for our other multi-source products in the US. In the past, our ability to hold pricing in multi-source has been based on our ability to offer trade customers a unique bundle of both ophthalmic and other products. And up until now our ability to hold our prices in the face of stiffening competition has been aided by our ability to differentiate ourselves with the otics line. However, as we look at our experience to date in the third quarter and project out for the remainder of the quarter and full year, we now anticipate revenues from these products will trend below our original expectations, and these dynamics will impact us into next year. Our German Dr. Mann business, which represents about 40% of our total pharmaceuticals segment, continues to be impacted by the decline in the Euro. Through the first half of this year, currency shaved several points off our reported growth rates and we expect to see it negatively impact our total pharmaceuticals growth by about 5 percentage points in each of the next two quarters. As a result of these trends, we have reduced our expectations for this business for the remainder of this year and for 2001. In total, we now anticipate full year 2000 revenues excluding the Chauvin acquisition to decline 11%-13% from 1999, with the third quarter down in the mid teens and the fourth quarter down over 20%, including the significant negative impact of currency. However, I want to note that the negative comparisons from lower otic pricing and currency will be factors for only part of next year. Thus, we expect our pharmaceuticals revenue to rebound to mid- to upper single digit growth in 2001. Still, this growth is short of our earlier projections. Because the revenue issues we are facing mainly reflect pricing declines, they essentially fall completely to the operating earnings line. While we fully intend to identify ways of minimizing this impact through expense management, I want to assure you that we will not do this at the expense of our committed investment in the Envision program, or other key R&D projects. In fact, we will significantly increase our investment in Envision next year as we conduct our Phase III clinical trials for posterior uveitis and diabetic macular edema and begin meeting several of the key milestones toward commercialization of the product. As we've said on several occasions, Envision is the number one priority of this company and we will not sacrifice the forward momentum on this product. We were encouraged by the FDA's granting of Fast Track status to this product in May and have recently been notified that it has been granted Orphan Drug status for its first new indication, posterior uveitis, underscoring our view that this technology will fill a significant unmet need in the medical community. As a result of these factors, we now expect to post operating margins in the very low double-digits in 2000, and in the mid-single digits in 2001 for the pharmaceuticals business, exclusive of the Groupe Chauvin acquisition. Were it not for the higher investment in Envision, margins in each of these years would have been in the high teens. But we are willing to sacrifice higher margins in the interest of bringing this potentially blockbuster product to market. SURGICAL Finally, let me update you on trends in our surgical business. The major share of our surgical revenues and operating earnings are still derived from sales of high margin intraocular lenses (or IOL's) and other disposables for cataract procedures. We are experiencing some challenges on this side of the business due to manufacturing and supply issues for our silicone lenses. There are basically two types of IOLs: PMMA (or non-foldable) and foldable. Surgeons prefer the foldable lens technologies, and there has been a rapid shift away from the PMMA business and towards foldables. Our portfolio consists of both types of lenses, and we have been impacted by the erosion in demand for the PMMA variety. On the other hand, demand for our silicone lenses is exceeding our expectations. Unfortunately, it is also exceeding our ability to supply. When we acquired Chiron Vision and Storz to form our surgical business in 1998, a key element of our plan was an aggressive consolidation of multiple IOL manufacturing sites in the US and Europe. While that consolidation was successful on the whole, the rapid integration of manufacturing processes and product lines into our facility in Clearwater, Florida has limited our ability to quickly shift manufacturing resources to ramp-up production of silicone lenses as fast as necessary to meet the stronger demand. As a result, we have seen disruptions in service levels to our existing customers and pulled back on expanding distribution of the products to new accounts as we work to increase capacity and production volumes. Not having a full complement of IOL's also limits our ability to bundle and sell other associated high-margin cataract products, such as viscoelastics, compounding the negative impact of our IOL supply problems. We are aggressively working to increase our supply of foldable IOL's, but we estimate that it will take 6-9 months before we can reliably meet demand and can start to take advantage of the market opportunity for our silicone lens business. While we have challenges in the cataract side of the business, the refractive surgery business continues to grow robustly. Both inside and outside the US, placements of our Technolas 217 lasers are exceeding our expectations. However, as we said in our press release, on average, the ramp-up of procedures on each new machine placed in the US is taking somewhat longer than we first estimated. Although we are placing more lasers in the US than we had expected (we're well on our way to exceeding 40 lasers), more of our placements in the US have been in newly opened centers than we first predicted, and the ramp-up in procedures in new centers is typically slower than in established ones. Net-net, we still expect about $10 million in incremental revenue benefit from the US launch of the Technolas 217. But the mix of those revenues will be more heavily weighted toward laser sales than we first predicted. And while that may serve us well longer-term, that mix shift has a near term impact on our margin expectations for the business, which I'll discuss a bit later. Let me summarize our current expectations for the surgical business. While we previously anticipated that the surgical business would report revenue growth in the mid-teens for the full year, exclusive of the Groupe Chauvin acquisition, we now project growth in the range of approximately 12%, with the majority of the shortfall being apparent in the third quarter, when we expect revenue growth to be just under 10%. Sales should rebound to low double digits in Q4, when strong sales of lasers and other capital equipment should partially offset the impact from the disruption to our IOL supply. As we look ahead to 2001, we now anticipate that as a result of the disruption to our IOL supply and the continued significant impact of currency, the surgical business will grow more modestly than we earlier projected, in the range of 10% or so. The loss of revenues from high margin cataract products will have a significant impact on operating margins in our surgical segment. And, while the placement of refractive surgery equipment (i.e. laser and microkeratomes) is very important for future high margin annuities of per procedure fees and microkeratome blades, the equipment itself carries with it much lower margins than IOL's and other disposables for cataract procedures. As a result of this mix shift, as well as the significant negative impact of currency in this business, we anticipate that operating margins in our surgical business will be in the low teens this year and expand to the mid-teens next year, exclusive of the Groupe Chauvin acquisition. SUMMARY OF EXPECTATIONS Let me sum up our expectations for total company revenue and earnings in the third and fourth quarters of this year. Excluding the acquisition of Groupe Chauvin, we now anticipate revenues to be down slightly in Q3 compared to prior year, and flat to up slightly in Q4. Including the acquisition, we now anticipate revenues to be flat to down slightly in Q3 compared to prior year, and up in the mid-single digits in Q4. The impact of lower lens care revenues, lower pricing in established multi-source pharmaceuticals and disruptions in our cataract business, as well as a deterioration in the Euro, all carry significant margin penalties that we cannot offset. As a result, we now anticipate our operating earnings in each of the next 2 quarters, inclusive of the Groupe Chauvin acquisition, to be down approximately 7% to 9% from the prior year. As we said in our press release, earnings per share should be approximately $.70 to $.72 in Q3, and approximately $.83-$.85 in Q4 to end the year in the range of $2.69- $2.72 before one-time items. We expect to generate free cash flow for the year in the range of $160 to $170 million. Looking ahead to next year, we now project that our revenue will grow in the mid-single digits excluding the impact of Groupe Chauvin, and will grow in the upper single digits inclusive of that acquisition. Earnings per share should be in the range of $2.87-$2.92. To say that I find these results unacceptable would be a gross understatement. We can and will improve our 2001 results over these projections, but to do so, we must do much more than trim expenses here or there. In light of our more modest projections for growth, we are undertaking an intensive review of how we are structured and how we manage each of our businesses to ensure we deliver the appropriate long-term shareholder return. My goal remains to generate 15% earnings growth over the next few years. To accomplish that goal, we must and will better leverage our slower-growing base businesses. They need to generate the profitability and cash that not only yields an appropriate return to shareholders, but also provides the fuel to nurture our growth. And even with the many issues we are facing right now, the good news is that the fundamental drivers of our future growth have not been affected: - In vision care, we finally have the right new products for the fastest-growing segments of the contact lens market. Although the market for older products is eroding faster than we anticipated, our new products are growing and gaining share. - In our surgical segment, we can and will address the supply issues affecting our high margin cataract business. And in the meantime, we will continue to build on our leading position in refractive surgery by expanding our presence in the US and introducing our Zyoptix system for customized procedures outside the US. - In our pharmaceuticals business, we will manage through the shorter-term ebbs and flows in pricing that are inherent risks in the multi-source pharmaceuticals business. We do have a number of products in the pipeline that will be available by 2002. And, with our acquisition of Chauvin and our investments in developing the breakthrough technology of Envision, I am confident that we are doing all the right things to transform our pharmaceuticals business to a key driver of our long-term growth. Finally, let me address the final item that was noted in our press release this morning - the elimination of the President and COO position, which has resulted in Carl Sassano leaving the company. Given the challenges we are currently facing, I thought it best to remove a layer of management, putting me in even closer touch with the day to day activities of the business. I have a great deal of respect for Carl and all that he has accomplished in his career with Bausch & Lomb. He certainly leaves the company with our thanks and best wishes. For the foreseeable future I intend to be very closely involved and play a very direct role in establishing the action plans for our businesses and assuring their implementation. I commit to you that the number one priority of this management team and myself will be improving our performance. I anticipate that we will update the investment community, no later than the time of our 3rd quarter release, on how our near-term performance is tracking, as well as our plans for the future. -----END PRIVACY-ENHANCED MESSAGE-----