-----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, UQpYp0qRlgl3n6BICeCWJq3+G2y/ipUL+uzCVKfNedmkDGHjqhjjBONKhte1c4w4 aT/682HCq3RElpSXWWINtg== 0000010427-96-000011.txt : 19960318 0000010427-96-000011.hdr.sgml : 19960318 ACCESSION NUMBER: 0000010427-96-000011 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940326 FILED AS OF DATE: 19960315 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAUSCH & LOMB INC CENTRAL INDEX KEY: 0000010427 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 160345235 STATE OF INCORPORATION: NY FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04105 FILM NUMBER: 96535277 BUSINESS ADDRESS: STREET 1: ONE BAUSCH & LOMB PLACE STREET 2: P O BOX 54 CITY: ROCHESTER STATE: NY ZIP: 14604-2701 BUSINESS PHONE: (716) 338-6000 MAIL ADDRESS: STREET 1: ONE CHASE SQUARE STREET 2: P O BOX 54 CITY: ROCHESTER STATE: NY ZIP: 14601-0054 10-Q/A 1 10-Q/A FIRST QUARTER 1994 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended March 26, 1994 Commission File Number: 1-4105 BAUSCH & LOMB INCORPORATED (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation or organization) 16-0345235 (IRS Employer 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 Indicate by checkmark 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 . The number of shares of Common stock of the registrant, outstanding as of March 26, 1994 was 59,221,222, consisting of 58,704,040 shares of Common stock and 517,182 shares of Class B stock which are identical with respect to dividend and liquidation rights, and vote together as a single class for all purposes. PART I - FINANCIAL INFORMATION Item 1. Financial Statements. As more fully described in Note A - "Restatement of Financial Information", financial information in this filing has been restated to reflect the decision to account for shipments under a fourth quarter 1993 U.S. contact lens distributor program as consigned inventory and to record revenues when the products were sold by the distributors to their customers. Additionally, a restatement was made to correct the improper recording of certain 1993 sunglass distributor sales in Southeast Asia and to reverse related sales returns which had been previously recorded in 1994. Unaudited financial statements for the first quarter of 1994 and 1993 of Bausch & Lomb Incorporated and Consolidated Subsidiaries are presented on the following pages. The audited balance sheet at December 31, 1994 is presented for comparative purposes. Financial statements for the three months ended March 26, 1994 have been prepared by the Company in accordance with its usual accounting policies and are based in part on approximations. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements in accordance with generally accepted accounting principles have been included. All such adjustments were of a normal recurring nature. BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES STATEMENT OF EARNINGS Dollar Amounts In Thousands - Except Per Share Data
First Quarter Ended March 26, March 27, 1994* 1993 Net Sales $439,388 $407,605 Costs And Expenses Cost of products sold 204,661 187,831 Selling, administrative and general 157,827 152,476 Research and development 15,289 13,769 -------- -------- 377,777 354,076 -------- -------- Operating Earnings 61,611 53,529 -------- -------- Other (Income) Expense Investment income (8,349) (4,603) Interest expense 8,967 9,321 Gain from foreign currency, net (2,024) (3,018) -------- -------- (1,406) 1,700 -------- -------- Earnings Before Income Taxes And Minority Interest 63,017 51,829 Provision for income taxes 21,641 18,364 -------- -------- Earnings Before Minority Interest 41,376 33,465 Minority interest in subsidiaries 5,452 614 -------- -------- Net Earnings $ 35,924 $ 32,851 -------- -------- Retained Earnings At Beginning Of Period 871,680 785,044 Cash Dividends Declared: Common stock, $0.22 per share in 1994 and 1993 13,027 13,082 -------- -------- Retained Earnings At End Of Period $894,577 $804,813 ======== ======== Net Earnings Per Common Share $ 0.60 $ 0.54 ======== ======== Average Common Shares Outstanding (000s) 59,919 60,393 ======== ======== *Results have been restated as more fully described in Note A - "Restatement of Financial Information" See Notes to Financial Statements
BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES BALANCE SHEET Dollar Amounts In Thousands
March 26, December 25, 1994* 1993* ASSETS Current Assets Cash and cash equivalents $ 519,608 $ 513,241 Short-term investments, at cost which approximates market 33,036 32,795 Trade receivables, less allowances of $13,173 and $13,753, respectively 327,092 345,139 Inventories, net 333,650 309,754 Deferred income taxes, less valuation allowance of $13,206 80,015 79,897 Other current assets 121,355 102,304 ---------- ----------- 1,414,756 1,383,130 Property, Plant And Equipment, net 552,099 541,061 Goodwill And Other Intangibles, less accumulated amortization of $63,593 and $59,396, respectively 478,402 456,944 Other Assets 116,228 111,862 ---------- ----------- Total Assets $2,561,485 $2,492,997 ========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Notes payable $ 308,314 $ 222,642 Current portion of long-term debt 14,710 21,935 Accounts payable 67,397 85,306 Accrued compensation 69,240 66,077 Accrued liabilities 240,304 248,661 Federal and foreign income taxes 62,400 68,882 ---------- ----------- 762,365 713,503 Long-Term Debt, less current portion 322,127 320,953 Other Long-Term Liabilities 124,150 128,328 Minority Interest 421,990 421,031 ---------- ----------- Total Liabilities 1,630,632 1,583,815 ---------- ----------- Shareholders' Equity 4% Cumulative Preferred stock, par value $100 per share - - Class A Preferred stock, par value $1 per share - - Common stock, par value $0.40 per share, 60,198,322 shares issued 24,079 24,079 Class B stock, par value $0.08 per share, 951,503 shares issued (936,348 shares in 1993) 76 75 Capital in excess of par value 89,390 88,101 Cumulative translation adjustment 3,916 8,915 Retained earnings 894,577 871,680 ---------- ----------- 1,012,038 992,850 Common and Class B stock in treasury, at cost, 1,928,603 shares (2,016,430 shares in 1993) (81,185) (83,668) ---------- ----------- Total Shareholders' Equity 930,853 909,182 ---------- ----------- Total Liabilities And Shareholders' Equity $2,561,485 $2,492,997 ========== =========== *Results have been restated as more fully described in Note A - "Restatement of Financial Information" See Notes To Financial Statements
BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES STATEMENT OF CASH FLOWS Dollar Amounts In Thousands
Three Months Ended March 26, March 27, 1994* 1993 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 35,924 $ 32,851 Adjustments to reconcile net earnings to net cash (used for) provided by operating activities: Depreciation of property, plant and equipment 19,248 17,225 Amortization of goodwill and other intangibles 4,094 2,525 (Increase) decrease in deferred income taxes (5) 719 Loss (gain) on retirement of fixed assets 737 (1,242) Exchange loss (gain) 1,198 (78) Increase in undistributed earnings of subsidiaries 1,102 470 Decrease (increase) in accounts receivable 20,322 (25,682) Increase in inventories (20,859) (13,663) Increase in other current assets (18,413) (18,068) (Decrease) increase in accounts payable and accruals (34,144) 23,249 Decrease in tax reserves (7,115) (9,402) Decrease in other long-term liabilities (4,345) (1,135) --------- --------- Net cash (used for) provided by operating activities (2,256) 7,769 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Payments for purchases of property, plant and equipment (30,056) (17,568) Acquisition of businesses, net of cash and short-term investments acquired (26,037) (26,005) Other (3,828) (72) --------- --------- Net cash used in investing activities (59,921) (43,645) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Repurchases of Common shares (1,066) (2,585) Exercise of stock options 4,839 1,530 Net proceeds from issuance of debt 76,458 178,009 Payment of dividends (13,021) (11,879) --------- --------- Net cash provided by financing activities 67,210 165,075 --------- --------- Effect of exchange rate changes on cash, cash equivalents and short-term investments 1,575 (21,841) --------- --------- Net increase in cash, cash equivalents and short-term investments 6,608 107,358 Cash, cash equivalents and short-term investments, beginning of period 546,036 416,773 --------- --------- Cash, cash equivalents and short-term investments, end of period $552,644 $524,131 ========= ========= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 12,237 $ 9,123 Income taxes $ 27,589 $ 13,270 *Results have been restated as more fully described in Note A - "Restatement of Financial Information" See Notes To Financial Statements
BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS NOTE A: Restatement of Financial Information The Company has restated its financial statements for the year ended December 25, 1993 and the quarter ended March 26, 1994. This action was taken as a result of an ongoing investigation which identified uncertainties surrounding the execution of a fourth quarter 1993 contact lens sales program and the improper recording of 1993 sunglass sales in Southeast Asia. In the fourth quarter of 1993 a marketing program was initiated to implement a business strategy to shift responsibility for the sale and distribution of a portion of the U.S. traditional contact lens business to optical distributors. Subsequently, this strategy proved unsuccessful and, in the 1994 third quarter, led to the implementation of a new pricing policy for traditional contact lenses and a decision to accept on a one-time basis returns from these distributors. The investigation of this marketing program disclosed instances where unauthorized terms may have been or were offered which were inconsistent with the stated terms and conditions of the program. The resulting uncertainties relating to the execution of this marketing program led to a decision to restate the 1993 financial statements to account for shipments under the program as consigned inventory and to record revenues when the products were sold by the distributors to their customers. The investigation of Southeast Asia sunglass sales disclosed that in certain instances distributor transactions recorded as revenues in 1993 had not actually resulted from a sale to those customers, and thus were improperly recorded. The 1993 financial statements have been restated to reverse the improperly recorded sales with a corresponding restatement of the 1994 financial statements to reverse the effect of sales returns previously recognized in that period. In the opinion of management, all material adjustments necessary to correct the financial statements have been recorded. The impact of these adjustments on the Company's financial results as originally reported is summarized below: Dollar Amounts In Thousands - (Except Per Share Data)
First Quarter Ended ------------------------------------------------------ March 26, 1994 ------------------------------------------------------ As Reported As Restated ------------------------------------------------------ Net Sales: Healthcare $284,506 $284,506 Optics 154,265 154,882 ------------------------------------------------------ Total $438,771 $439,388 Business Segment Earnings $ 72,207 $ 72,524 ------------------------------------------------------ ------------------------------------------------------ Net Earnings $ 35,660 $ 35,924 ------------------------------------------------------ ------------------------------------------------------ Net Earnings Per Share $0.60 $0.60 ------------------------------------------------------ ------------------------------------------------------ Retained Earnings at end of Period $911,958 $894,577 ------------------------------------------------------ ------------------------------------------------------
Additionally, retained earnings at December 31, 1993 originally reported as $889,325,000 has been restated to $871,680,000. NOTE B: Earnings Per Share Net earnings per Common share are based on the weighted average number of Common and Class B shares outstanding during the period, adjusted for the assumed conversion of dilutive stock options. In computing the per share effect of assumed conversion, funds which would have been received from the exercise of options are considered to have been used to purchase Common shares at current market prices, and the resulting net additional Common shares are included in the calculation of average Common shares outstanding. The number of Common shares used to calculate net earnings per Common share were 59,919,000 at March 26, 1994 and 60,393,000 shares at March 27, 1993. See Exhibit 11 filed as a part of this Report for details regarding the computation of earnings per share. NOTE C: Inventories Inventories consisted of the following: (Dollar Amounts in Thousands)
March 26, December 25, 1994 1993 Raw materials and supplies $ 79,049 $ 66,768 Work in process 28,088 24,640 Finished products 234,535 226,518 --------- --------- 341,672 317,926 Less: Reserve for valuation of certain U.S. inventories at last-in, first-out cost 8,022 8,172 --------- --------- $333,650 $309,754 ========= =========
NOTE D: Property, Plant And Equipment Major classes of property, plant and equipment consisted of the following: (Dollar Amounts in Thousands)
March 26, December 25, 1994 1993 Land $ 20,641 $ 20,784 Leasehold improvements 26,431 25,530 Buildings 355,225 350,173 Machinery and equipment 565,289 542,912 -------- -------- 967,586 939,399 Less: Accumulated depreciation 415,487 398,338 -------- -------- $552,099 $541,061 ======== ========
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This financial review, which should be read in conjunction with the accompanying financial statements, contains management's discussion and analysis of the Company's operational results, liquidity and progress toward stated business objectives. The focus of this review is on the underlying business reasons for significant changes and trends affecting sales, operating earnings and financial condition. As more fully described in Note A - "Restatement of Financial Information", financial information in this filing has been restated to reflect the decision to account for shipments under a fourth quarter 1993 U.S. contact lens distributor program as consigned inventory and to record revenues when the products were sold by the distributors to their customers. Additionally, a restatement was made to correct the improper recording of certain 1993 sunglass distributor sales in Southeast Asia and to reverse related sales returns which had been previously recorded in 1994. RESULTS OF OPERATIONS Net Sales By Business Segment Bausch & Lomb's results are reported in two business segments. The healthcare segment includes personal health, medical and biomedical products. In the personal health sector, major lines include contact lens care products, eye care solutions, over-the-counter medications, skin care products and oral care products. Medical products include contact lenses and lens materials, prescription pharmaceuticals, hearing aids and dental implants. Biomedical products include purpose-bred laboratory animals for biomedical research and a variety of biotechnical and professional services provided to the scientific research community. Bausch & Lomb's optics segment includes sunglasses, binoculars, riflescopes, telescopes and optical thin film coating services and products. Consolidated revenues for the quarter ended March 26, 1994 were $439 million, an increase of $32 million or 8% over the 1993 first quarter. The following is a summary of sales by business segment: Net Sales By Business Segment (Dollar Amounts in Thousands)
First Quarter 1994 1993 Healthcare 284,506 $248,036 Optics 154,882 159,569 -------- -------- Net Sales $439,388 $407,605 ======== ========
Healthcare Segment Revenues Revenues in the healthcare segment increased $36 million or 15% over the 1993 first quarter. Major product sector revenues as a percentage of total healthcare segment sales are presented below: Healthcare Segment Sales By Product Sector
First Quarter 1994 1993 Personal Health 50% 52% Medical 35% 31% Biomedical 15% 17%
Within the personal health sector, 1994 first quarter revenues improved 10% from the comparable 1993 level. This progress was led by incremental revenues for the Curel and Soft Sense skin care products acquired in June 1993. Continued strong demand for the Company's ReNu, Boston and Bausch & Lomb lens care solutions also contributed to the revenue gain. Excellent sales progress was also realized for eyecare products in the U.S. and over-the-counter medications in Europe. Revenues for oral care products declined from 1993 due primarily to increased competition and reduced selling prices for Interplak products in the U.S. Medical sector sales rose 28% from 1993 levels. Worldwide contact lens revenues advanced almost 15%, as combined sales of the Company's established SeeQuence disposable and Medalist planned replacement lens products advanced by more than 50%. Ophthalmic pharmaceutical revenues improved by 13%, led by sales of recently approved products in the U.S., including Tobramycin and Levobunolol. First quarter revenue growth for the Company's prescription pharmaceutical operations in Europe reflected a stabilization of that market after last year's change in government regulations in Germany. Medical sector sales also benefited from incremental revenues for the hearing aid and dental implant businesses acquired last year. The modest improvement in the Company's biomedical sector reflected revenue growth for all product lines. Optics Segment Revenues Revenues in the optics segment declined 3% to $155 million, compared to $160 million in 1993. Sunglass sales in the U.S. advanced 10%, based primarily on the February 1994 acquisition of the assets of Revo, noted for its line of high performance sunglasses. Sunglass revenues in Europe and Asia declined from a year ago due to the continuing effects of lagging economic conditions in key markets. Higher sales for sports optics products were led by increased demand for riflescopes, telescopes and binoculars. Net Sales By Geographic Region Sales in markets outside the U.S. totaled $188 million, a decrease of $2 million or 1% from the 1993 first quarter. Changes in currency exchange rates reduced sales comparisons with 1993 by $5 million. In total, non-U.S. sales represented 43% of consolidated revenues, compared to 47% in the 1993 first quarter. The Company's historically strong performance outside the U.S. has been constrained by the slower rate of economic recovery in Europe and Japan. European revenues in total increased modestly despite the adverse impact of currency movements. This progress reflected improved demand for the Company's over-the- counter medications and thin film coating products, as well as contributions from recent acquisitions. Sales in the Asia-Pacific region declined 10% as a result of weakened demand for sunglass and oral care products. Revenue growth of 4% in Latin America and Canada reflected gains for contact lens care solutions, planned replacement lenses and sunglasses. U.S. sales totaled $251 million in the first quarter, an increase of $34 million or 16%. Acquisitions completed in 1993 in the hearing aid, skin care and dental implant businesses and the first quarter 1994 acquisition of Revo, a U.S. manufacturer of high performance sunglasses, led the improvement from the prior year. Higher sales also reflected revenue gains in the contact lens care, contact lens and pharmaceutical businesses compared to the prior year. U.S. pharmaceutical revenues advanced 19% in the first quarter, led by incremental shipments of recently introduced products. Costs And Expenses The cost of products sold ratio was 46.6% for the 1994 first quarter versus 46.1% for the comparable 1993 period. The higher ratio was primarily attributable to the growing significance of lower margin disposable and planned replacement contact lenses, the adverse currency impact on products sourced from Ireland, and the impact of recent acquisitions where product margins have yet to be optimized. Selling, administrative and general expenses were 35.9% of sales in the first quarter of 1994 compared to 37.4% in 1993. These costs have benefited from recent restructuring actions and successful efforts to manage discretionary spending to a rate below that of revenue growth. Additionally, 1993 expenses included the initial costs of regionalizing the administration of the Company's non-U.S. operations and discretionary spending to launch the Company's Clear Choice mouthwash. Research and development expense for the first three months of 1994 increased $1.5 million or 11% over 1993 levels, reflecting the Company's continued investment in new technologies. The majority of these expenditures relate to product development for new contact lens materials and the Company's next generation of oral care products. Business Segment And Operating Earnings Business segment earnings of $73 million for the first quarter of 1994 increased $8 million or 12% compared to the 1993 first quarter. This gain reflected improved operating results for contact lens care products, the prescription pharmaceutical business and for over-the- counter medications in Europe. The earnings improvement was moderated by a sales decline in the oral care business in the U.S., increased research and development costs associated with new product introductions, as well as shifts in the contact lens business toward lower margin planned replacement lenses. Incremental earnings for skin care products were moderated by results for the Miracle Ear line of hearing aids which have been affected by reduced consumer demand throughout the industry in the wake of regulatory actions initiated by the FTC and FDA. Operating earnings totaled $62 million, an increase of $8 million or 15% over the prior year period, the result of lower corporate administration expenses in the first quarter. Other Income And Expenses Income from investments for the first quarter of 1994 totaled $8 million, compared to $5 million for the same period in 1993. The increase was due to income from an interest rate swap associated with distributions from Wilmington Partners L.P., formed in December 1993. Interest expense of $9 million for the 1994 first quarter was even with the first quarter of 1993, as the favorable effect of lower interest rates was offset by the acquisition-related increase in average outstanding debt. The Company realized a net foreign currency gain of $2 million attributable to results from its worldwide hedging operations in the first quarter of 1994, representing a decline of $1 million from the net $3 million gain realized in 1993. As had been anticipated, premium income on the Company's Irish punt positions decreased from the prior year. Higher minority interest expense reflected distributions to the outside investor in Wilmington Partners L.P. In December 1993, the Company raised $400 million through the sale of a minority interest in this entity. The Company's reported income tax rates were 34.3% and 35.4% for the first quarter of 1994 and 1993, respectively. Liquidity And Financial Resources Cash Flows From Operating Activities Net earnings adjusted for non-cash items, including depreciation, amortization and deferred taxes, improved 11% from 1993. However, total cash flows used by operating activities totaled $2 million in the first quarter of 1994, a decrease of $10 million from the $8 million of cash provided in the prior year period. This change was primarily attributable to a build in inventories from the 1993 year end to support expected growth in the planned replacement lens business as well as higher inventory levels related to acquired businesses. Lower current liabilities primarily represented the net settlement of foreign currency hedge contracts and the timing of tax payments. These factors were moderated by 1994 initiatives to reduce receivable levels, reflected by the $20 million improvement generated by these efforts in the first quarter. Cash Flows Used In Investing Activities Cash flows used in investing activities increased $16 million from 1993 to $60 million. Purchases of property, plant and equipment totaled $30 million, an increase of $12 million over the 1993 first quarter. Capital expenditures are expected to total approximately $90 million this year. Major projects will include new manufacturing capacity for contact lenses in the U.S. and Europe and actions to further improve sunglass manufacturing efficiencies. Other investing activities in the first quarter of 1994 included the acquisition of the assets of Revo, a U.S.-based manufacturer of high performance sunglasses. Cash Flows From Financing Activities Cash used in financing activities included repurchases of the Company's Common shares and the payment of dividends. Cash flow was provided from the proceeds of additional U.S. promissory note borrowings in the first quarter. The Company's total debt, consisting of short- and long-term borrowings, increased by $80 million to $645 million at the end of the 1994 first quarter. Financial Position Bausch & Lomb's ratio of total debt to equity at the end of March stood at 69% in 1994 and 77% in 1993. The Company also maintains a significant balance of cash and investments, which totaled $553 million and $524 million at the end of March 1994 and 1993, respectively. The Company's net debt, or total borrowings less cash, cash equivalents and short-term investments, totaled $93 million in 1994 and $149 million in 1993. After considering hypothetical taxes payable upon repatriation of non-U.S. cash and investments, tax-effected net debt totaled $234 million in 1994 and $291 million in 1993. The ratio of tax-effected net debt to equity stood at 25.2% in 1994 and 33.1% in 1993, demonstrating that the Company continues to maintain a sound capital structure. The Company is planning to improve cash flow and reduce its working capital requirements in 1994. The stated goal is to generate $100 million in cash flow beyond that which will be required for the payment of dividends and capital expenditures. These funds will be used to reduce short-term debt. Access to Financial Markets The Company maintains U.S. revolving credit and term loan agreements which total $205 million with 364-day credit terms. The interest rate under the agreements is at the prime rate, or, at the Company's option, at a mutually acceptable market rate. No debt was outstanding under these agreements at March 26, 1994. The Company filed a shelf registration with the Securities and Exchange Commission in November 1993 for up to $300 million in debt. Filing and approval for the medium term note program covered by this shelf registration occurred in April 1994. In addition, the Company maintains bank lines of credit for its financing requirements. For limited periods during the year, intercompany borrowings may be used to reduce U.S. short-term debt. The availability of adequate credit facilities provides the Company with a high degree of flexibility to meet its obligations, fund capital expenditures and invest in growth opportunities. Working Capital The Company continued to maintain its strong financial condition. Working capital amounted to $652 million for the first quarter of 1994, versus $670 million at year-end 1993 and $557 million for the first quarter of 1993. The current ratio was 1.9 at March 26, 1994 and at December 31, 1993 and 1.8 at March 27, 1993. OTHER FINANCIAL DATA Dividends declared on Common stock were $0.22 per share in the first quarters of 1994 and 1993. In March the Company announced the dividend payment rate would increase to $0.245 per share in the 1994 second quarter, an increase of 11% from 1993. This increase reflects the Company's desire to increase its dividend on an annual basis while maintaining a payout rate of between 30% and 35% of the previous year's earnings. Return on average shareholders' equity was 16% for the twelve- month period ended March 26, 1994 compared to 20% for the twelve-month period ended March 27, 1993. Excluding the cumulative translation adjustment, return on average shareholders' equity was 16% for the 1994 first quarter versus 22% for the 1993 first quarter. The lower return ratio reflected the impact of the restructuring charges recorded in December 1993. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Item 601 Exhibits Those exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index immediately preceding the exhibits filed herewith and such listing is incorporated herein by reference. (b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the quarter for which this Report is filed. 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 Date: March 15, 1996 By: (Jay T. Holmes) Jay T. Holmes Executive Vice President, and Chief Administrative Officer Date: March 15, 1996 By: (Stephen C. McCluski) Stephen C. McCluski Senior Vice President, Finance EXHIBIT INDEX S-K Item 601 No. Document (4)-a Certificate of Incorporation of Bausch & Lomb Incorporated (filed as Exhibit (4)-a to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1985, File No. 1-4105, and incorporated herein by reference). (4)-b Certificate of Amendment of Bausch & Lomb Incorporated (filed as Exhibit (4)-b to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988, File No. 1-4105, and incorporated herein by reference). (4)-c Certificate of Amendment of Bausch & Lomb Incorporated (filed as Exhibit (4)-c to the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 1992, File No. 1-4105, and incorporated herein by reference). (4)-d Form of Indenture, dated as of September 1, 1991, between the Company and Citibank, N.A., as Trustee, with respect to the Company's Medium-Term Notes (filed as Exhibit (4)-a to the Company's Registration Statement on Form S-3, File No. 33-42858, and incorporated herein by reference). (4)-e Rights Agreement between the Company and The First National Bank of Boston, as successor to Chase Lincoln First Bank, N.A. (filed as Exhibit 1 to the Company's Current Report on Form 8-K dated July 25, 1988, File No. 1-4105, and incorporated herein by reference). (4)-f Amendment to the Rights Agreement between the Company and The First National Bank of Boston, as successor to Chase Lincoln First Bank, N.A. (filed as Exhibit 1 to the Company's Current Report on Form 8-K dated July 31, 1990, File No. 1-4105, and incorporated herein by reference). (11) Statement Regarding Computation of Per Share Earnings (filed herewith). (12) Statement Regarding Computation of Ratio of Earnings to Fixed Charges (filed herewith). (27) Financial Data Schedule (filed herewith) Exhibit 11 Statement Regarding Computation of Per Share Earnings Dollars And Shares In Thousands- Except Per Share Data
THREE MONTHS ENDED March 26, March 27, 1994* 1993 Net earnings $ 35,924 $ 32,851 ======== ======== Actual outstanding common shares at beginning of year 59,118 59,444 Average common shares issued for stock options and effects of assumed exercise of common stock equivalents and repurchase of common shares 801 949 -------- -------- Average common shares outstanding 59,919 60,393 ======== ======== Net earnings per common and common share equivalent $ 0.60 $ 0.54 ======== ======== *Results have been restated as more fully described in Note A - "Restatement of Financial Information"
Exhibit 12 Statement Regarding Computation of Ratio of Earnings to Fixed Charges Dollar Amounts In Thousands
March 26, December 25, 1994* 1993* Earnings before provision for income taxes and minority interest $63,017 $216,022 Fixed charges 9,317 35,664 Capitalized interest, net of current period amortization 65 260 ------- --------- Total earnings as adjusted $72,399 $251,946 ======= ========= Fixed charges: Interest (including interest expense and capitalized interest) $ 8,967 $ 34,202 Portion of rents representative of the interest factor 350 1,462 ------- --------- Total fixed charges $ 9,317 $ 35,664 ======= ========= Ratio of earnings to fixed charges 7.77 7.06 ======= ========= *Results have been restated as more fully described in Note A - "Restatement of Financial Information." Excluding the effect of restructuring charges recorded in the fourth quarter of 1993, the ratio of earnings to fixed charges at December 25, 1993 would have been 8.47.
[TYPE] EX-27 [ARTICLE] 5 [PERIOD-TYPE] 3-MOS QTR-1 [FISCAL-YEAR-END] DEC-31-1994 DEC-31-1994 [PERIOD-END] MAR-26-1994* MAR-26-1994* [CASH] 519,608 519,608 [SECURITIES] 33,036 33,036 [RECEIVABLES] 340,265 340,265 [ALLOWANCES] 13,173 13,173 [INVENTORY] 333,650 333,650 [CURRENT-ASSETS] 1,414,756 1,414,756 [PP&E] 967,586 967,586 [DEPRECIATION] 415,487 415,487 [TOTAL-ASSETS] 2,561,485 2,561,485 [CURRENT-LIABILITIES] 762,365 762,365 [BONDS] 322,127 322,127 [COMMON] 24,155 24,155 [PREFERRED-MANDATORY] 0 0 [PREFERRED] 0 0 [OTHER-SE] 906,698 906,698 [TOTAL-LIABILITY-AND-EQUITY] 2,561,485 2,561,485 [SALES] 439,388 439,388 [TOTAL-REVENUES] 439,388 439,388 [CGS] 204,661 204,661 [TOTAL-COSTS] 204,661 204,661 [OTHER-EXPENSES] 173,116 173,116 [LOSS-PROVISION] 1,528 1,528 [INTEREST-EXPENSE] 8,967 8,967 [INCOME-PRETAX] 63,017 63,017 [INCOME-TAX] 21,641 21,641 [INCOME-CONTINUING] 35,924 35,924 [DISCONTINUED] 0 0 [EXTRAORDINARY] 0 0 [CHANGES] 0 0 [NET-INCOME] 35,924 35,924 [EPS-PRIMARY] 0.60 0.60 [EPS-DILUTED] 0.60 0.60 *Results have been restated as more fully described in Note A - "Restatement of Financial Information" INCOME BEFORE TAXES AND MINORITY INTEREST
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