-----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, WdrrMe2Ay3uAVWRpJchvzxDr8IVHs9clchhqZlULyBU0f0pCMwxWBoVAZetle9zu ocEIwkfmx7sYALNGKSX69Q== 0001072613-03-000657.txt : 20030421 0001072613-03-000657.hdr.sgml : 20030421 20030421171018 ACCESSION NUMBER: 0001072613-03-000657 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030421 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON SCIENTIFIC CORP CENTRAL INDEX KEY: 0000885725 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 042695240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11083 FILM NUMBER: 03657214 BUSINESS ADDRESS: STREET 1: ONE BOSTON SCIENTIFIC PL CITY: NATICK STATE: MA ZIP: 01760-1537 BUSINESS PHONE: 5086508000 8-K 1 form8-k_11878.txt FORM 8-K DATED APRIL 21, 2003 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): April 21, 2003 BOSTON SCIENTIFIC CORPORATION ----------------------------- (Exact name of registrant as specified in charter) DELAWARE 1-11083 04-2695240 -------- ------- ---------- (State or other (Commission (IRS employer jurisdiction of file number) identification no.) incorporation) ONE BOSTON SCIENTIFIC PLACE, NATICK, MASSACHUSETTS 01760-1537 -------------------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (508) 650-8000 ================================================================================ ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Press Release issued by Boston Scientific Corporation dated April 21, 2003. ITEM 9. REGULATION FD DISCLOSURE. On April 21, 2003, Boston Scientific Corporation (the "Company") issued a press release announcing the Company's earnings for the quarter ended March 31, 2003. In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles (GAAP), the Company also discloses pro forma or non-GAAP results of operations that exclude certain charges. The Company reports pro forma results in order to better assess and reflect operating performance. These results are provided as a complement to results provided in accordance with GAAP. Management believes the pro forma measure helps indicate underlying trends in the Company's business, and management uses pro forma measures to establish operational goals. Earnings guidance is provided only on a pro forma basis due to the difficulty in forecasting and quantifying the amounts that would be required to be included in the GAAP measure. Pro forma information should not be considered superior to or as a substitute for GAAP measures. A copy of the release is furnished with this report as an exhibit pursuant to "Item 12. Results of Operations and Financial Condition" of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583. The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. 2 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BOSTON SCIENTIFIC CORPORATION Date: April 21, 2003 By: /s/ Lawrence C. Best -------------------------------------- Lawrence C. Best Senior Vice President - Finance and Administration and Chief Financial Officer 3 EX-99.1 3 exh99-1_11878.txt PRESS RELEASE EXHIBIT 99.1 ------------ ================================================================================ NEWS ================================================================================ FOR IMMEDIATE RELEASE BOSTON SCIENTIFIC CORPORATION ONE BOSTON SCIENTIFIC PLACE NATICK, MA 01760-1537 www.bostonscientific.com BOSTON SCIENTIFIC ANNOUNCES FIRST QUARTER RESULTS Natick, MA (April 21, 2003) -- Boston Scientific Corporation (NYSE: BSX) today announced financial results for its first quarter ended March 31, 2003. Net sales for the first quarter were $807 million as compared to $675 million for the first quarter of 2002, an increase of 20 percent. Excluding the favorable impact of $38 million of foreign currency fluctuations, net sales were $769 million, an increase of 14 percent. Net income for the quarter, excluding net special charges, increased 31 percent to $117 million, or $0.28 per share (diluted), as compared to $89 million, or $0.22 per share, excluding net special charges, in the first quarter of 2002. Reported net income for the quarter, including net special charges of $20 million, was $97 million, or $0.23 per share, as compared to reported net income of $82 million, or $0.20 per share, in the first quarter of 2002. The net special charges for the quarter include purchased in-process research and development costs of $13 million primarily related to the recent acquisition of InFlow Dynamics, Inc., and a $7 million charge related to litigation with the Federal Trade Commission. "We made progress on a number of fronts during the first quarter," said Jim Tobin, President and Chief Executive Officer of Boston Scientific. "First, we experienced double-digit growth in each of our six operating divisions on a worldwide basis. Our coronary stent business was up 80 percent from the prior year. We began the launch of our TAXUS(TM) drug-eluting coronary stent system in Europe and other international markets, and we have been gratified by its enthusiastic reception. In the U.S., we filed the first two modules of our TAXUS Pre-Market Approval (PMA) application and were granted expedited review status by the FDA. We also reported excellent 12-month -- more -- Boston Scientific Corporation/Page 2 April 21, 2003 follow-up data from our TAXUS II clinical trial, completed enrollment in TAXUS VI, and are currently enrolling patients in TAXUS V at a rapid rate. Further, last week we filed our third TAXUS module with the FDA." "We were also pleased to see our Neurovascular business perform well in the quarter as we continued to roll out our Matrix(TM) Detachable Coil and our Neuroform(TM) Microdelivery Stent System," added Tobin. "These products represent pioneering technology and provide clinicians with powerful new options for treating cerebral aneurysms less invasively. In addition, we were encouraged by the progress of our European and Intercontinental teams, as they turned in strong performances for the quarter." Boston Scientific officials will be discussing these and other issues with analysts on a conference call at 5:30 p.m. (ET) Monday, April 21. The Company will webcast the call to all interested parties through its website www.bostonscientific.com. Please see the website for details on how to access the webcast. The webcast will be available for 10 business days on the Boston Scientific website. Boston Scientific is a worldwide developer, manufacturer and marketer of medical devices. The Company's products are used in a broad range of interventional medical specialties. This press release contains forward-looking statements. The Company wishes to caution the reader of this press release that actual results may differ from those discussed in the forward-looking statements and may be adversely affected by, among other things, risks associated with new product development and introduction, clinical trials, regulatory approvals, competitive offerings, intellectual property, litigation, the Company's relationship with third parties, the Company's overall business strategy, and other factors described in the Company's filings with the Securities and Exchange Commission. CONTACT: Milan Kofol 508-650-8569 Investor Relations Boston Scientific Corporation Paul Donovan 508-650-8541 Media Relations Boston Scientific Corporation BOSTON SCIENTIFIC CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Three Months Ended March 31, 2003 March 31, 2002 ----------------------------------- ----------------------------------- IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA Reported Adjustments Adjusted Reported Adjustments Adjusted ============================================================================================================================== Net sales $ 807 $ 807 $ 675 $ 675 Cost of products sold 226 226 207 $ (10) 197 ----------------------------------- ----------------------------------- Gross profit 581 581 468 10 478 Selling, general and administrative expenses 271 271 241 241 Amortization expense 20 20 17 17 Royalties 12 12 9 9 Research and development expenses 103 103 76 76 Litigation-related charges 7 $ (7) Purchased research and development 13 (13) ----------------------------------- ----------------------------------- 426 (20) 406 343 343 ----------------------------------- ----------------------------------- Operating income 155 20 175 125 10 135 Other income (expense): Interest expense (11) (11) (12) (12) Other, net (4) (4) 4 4 ----------------------------------- ----------------------------------- Income before income taxes 140 20 160 117 10 127 Income taxes 43 43 35 3 38 ----------------------------------- ----------------------------------- Net income $ 97 $ 20 $ 117 $ 82 $ 7 $ 89 =================================== =================================== Net income per common share - assuming dilution $ 0.23 $ 0.28 $ 0.20 $ 0.22 ========= ========= ========= ========= Weighted average shares outstanding - assuming dilution (in thousands) 422,016 422,016 411,097 411,097 ========= ========= ========= =========
BOSTON SCIENTIFIC CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
March 31, December 31, IN MILLIONS 2003 2002 - ------------------------------------------------------------------------------------- Assets Current assets: Cash and cash equivalents $ 294 $ 277 Trade accounts receivable, net 452 435 Inventories 241 243 Other current assets 253 253 --------- --------- Total current assets 1,240 1,208 Property, plant and equipment, net 656 636 Intangibles, net 2,392 2,367 Other assets 279 239 --------- --------- $ 4,567 $ 4,450 ========= ========= Liabilities and Stockholders' Equity Current liabilities: Borrowings due within one year $ 425 $ 88 Accounts payable and accrued expenses 472 705 Other current liabilities 150 130 --------- --------- Total current liabilities 1,047 923 Long-term debt 826 847 Other long-term liabilities 219 213 Stockholders' equity 2,475 2,467 --------- --------- $ 4,567 $ 4,450 ========= =========
BOSTON SCIENTIFIC CORPORATION WORLDWIDE SALES REGIONAL SUMMARY (UNAUDITED) WORLDWIDE TOTAL (1) ----------------------------------------------- Three Months Ended March 31, Change ----------------------------------------------- At Actual At Constant Foreign Foreign Currency Currency In millions 2003 2002 Basis Basis -------- -------- -------- -------- DOMESTIC $ 479 $ 405 18% 18% EUROPE 145 106 37% 13% JAPAN 126 116 9% (2%) INTERCONTINENTAL 57 48 19% 18% -------- -------- -------- -------- INTERNATIONAL 328 270 21% 8% -------- -------- -------- -------- WORLDWIDE $ 807 $ 675 20% 14% ======== ======== ======== ======== (1) Certain prior year's amounts have been reclassified to conform to the current year's presentation. BOSTON SCIENTIFIC CORPORATION WORLDWIDE SALES DIVISIONAL SUMMARY (UNAUDITED) WORLDWIDE TOTAL (1) ----------------------------------------------- Three Months Ended March 31, Change ----------------------------------------------- At Actual At Constant Foreign Foreign Currency Currency In millions 2003 2002 Basis Basis -------- -------- -------- -------- Cardiovascular $ 502 $ 416 21% 15% Electrophysiology 27 22 23% 17% Neurovascular 51 41 24% 15% -------- -------- -------- -------- CARDIOVASCULAR GROUP 580 479 21% 15% Oncology 38 33 15% 11% Endoscopy 138 119 16% 10% Urology 51 44 16% 14% -------- -------- -------- -------- ENDOSURGERY GROUP 227 196 16% 11% -------- -------- -------- -------- WORLDWIDE $ 807 $ 675 20% 14% ======== ======== ======== ======== (1) Certain prior year's amounts have been reclassified to conform to the current year's presentation. -----END PRIVACY-ENHANCED MESSAGE-----