-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, IXvtcsu7kxSSCDEweVw8zen28hCPAAAy6il/asawzVPIMSmVgBqsSdl0Wq0b5BDJ DC1DvotfUnRSrWH3eVYASQ== 0000009892-95-000009.txt : 19950508 0000009892-95-000009.hdr.sgml : 19950508 ACCESSION NUMBER: 0000009892-95-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950505 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: 95534869 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 PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 1995 Commission File Number 1-6926 C. R. BARD, INC. (Exact name of registrant as specified in its charter) New Jersey 22-1454160 (State of incorporation) (I.R.S. Employer Identification No.) 730 Central Avenue, Murray Hill, New Jersey 07974 (Address of principal executive offices) Registrant's telephone number, including area code: (908) 277-8000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 28, 1995 Common Stock - $.25 par value 52,114,302 C. R. BARD, INC. AND SUBSIDIARIES INDEX Page No. PART I - FINANCIAL INFORMATION Condensed Consolidated Balance Sheets - March 31, 1995 and December 31, 1994 1 Condensed Statements of Consolidated Income and Retained Earnings For The Three Months Ended March 31, 1995 and 1994 2 Condensed Consolidated Statements of Cash Flows For The Three Months Ended March 31, 1995 and 1994 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)
March 31, December 31, 1995 1994 ASSETS (Unaudited) Current Assets: Cash and short-term investments $ 37,800 $ 34,200 Accounts receivable, net 191,400 187,300 Inventories 202,000 199,200 Other current assets 14,200 7,300 Total current assets 445,400 428,000 Long-term investments 12,500 13,300 Property, plant and equipment, net 198,900 199,900 Intangible assets, net of amortization 264,900 265,400 Other assets 54,900 51,800 $976,600 $958,400
LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities: Short-term borrowings and current maturities of long-term debt $202,200 $195,900 Accounts payable 36,200 39,200 Accrued expenses 112,100 121,500 Federal and foreign income taxes 14,100 8,000 Total current liabilities 364,600 364,600 Long-term debt 78,900 78,300 Other long-term liabilities 70,400 75,700 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 52,068,912 shares and 52,047,524 shares 13,000 13,000 Capital in excess of par value 21,900 20,500 Retained earnings 418,100 403,300 Other 9,700 3,000 462,700 439,800 $976,600 $958,400
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 The Three Months Ended March 31, 1995 1994 Net sales $264,100 $247,400 Costs and expenses: Cost of goods sold 129,300 121,300 Marketing, selling and administrative 77,800 71,800 Research and development expense 18,400 17,700 225,500 210,800 Operating income 38,600 36,600 Interest expense 5,700 2,600 Other income(expense), net 1,700 (1,000) Income before taxes 34,600 33,000 Provision for income taxes 10,400 10,200 Net income 24,200 22,800 Retained earnings, beginning of period 403,300 367,400 Treasury stock retired (1,600) (5,000) Cash dividends (7,800) (7,300) Retained earnings, end of period $418,100 $377,900 Weighted average shares outstanding 51,992 52,027 Net income per share $ .47 $ .44 Cash dividends per share $ .15 $ .14
The accompanying notes to 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 Three Months Ended March 31, 1995 1994 Cash flows from operating activities: Net income $ 24,200 $ 22,800 Noncash items and other (14,100) (8,500) 10,100 14,300 Cash flows from investing activities: Capital expenditures (4,200) (9,300) Other long-term investments, net (1,200) (900) (5,400) (10,200) Cash flows from financing activities: Purchase of common stock (1,600) (5,100) Dividends paid (7,800) (7,300) Other financing activities 8,300 20,100 (1,100) 7,700 Increase in cash and short-term investments $ 3,600 $ 11,800
The accompanying notes to consolidated financial statements are an integral part of these statements. -3- C. R. BARD, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 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 1994 Annual Report on Form 10-K. The Company enters into foreign exchange contracts to help reduce the exposure to fluctuations between certain currencies. As of March 31, 1995, the contracts relate to the anticipated normal purchases by its subsidiaries in Japan and Germany from its subsidiary in Ireland. At March 31, 1995, there were Irish pound contracts outstanding payable in Japanese yen and German marks on a monthly basis through February 1996 totaling 21,600,000 Irish pounds. Gains and losses which are required to be reflected on a mark-to-market basis are not significant. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Consolidated net sales for the first quarter of 1995 of $264,100,000 was an increase of 7 percent over the first quarter 1994 sales of $247,400,000. Surgical is now the Company's largest product group with 12 percent growth helped by acquisitions made in 1994 and specialty products. Urology increased 11 percent with Contigen Bard Collagen implant and acquisitions playing major roles. Cardiovascular was down 2 percent, however, two angioplasty catheters were fully launched during the second quarter in international markets which should increase sales for the cardiovascular group through the remainder of 1995. PRODUCT GROUP SUMMARY OF NET SALES (in thousands) For the Three Months Ended March 31, Percent 1995 1994 Change Cardiovascular $ 90,900 $ 92,400 (2) Urological 78,800 71,000 11 Surgical 94,400 84,000 12 Net sales $264,100 $247,400 7 - 4 - C. R. BARD, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (cont'd) U.S. sales were $177,600,000 for the first quarter of 1995, a decline of 1 percent against the first quarter of 1994. The cardiovascular business declined due to a lack of new product introductions. The core urological and surgical products were soft in the first quarter since key hospital procedure rates had dropped. However, offsetting these factors, the Company did experience good growth in several surgical specialties led by vascular access products and gastroenterology products. Contigen Bard Collagen implant grew at over 20 percent for the quarter. International sales were $86,500,000 for the first quarter of 1995 representing a 27 percent increase. This increase was helped significantly by the Company's acquisitions made in 1994. Currency translation contributed 7 percent of the increase to international sales for the quarter. The gross profit margin of 51.0 percent remained the same for the three months ended March 31, 1994 and 1995. Interest expense increased during the first quarter of 1995 as a result of additional borrowings incurred to fund acquisitions made in 1994 and an increase in interest rates. Other income (expense), net, totaled $1,700,000 as income (primarily foreign exchange gains) for the three months ended March 31, 1995 compared with expense of $1,000,000 for the same period in 1994. Net income of $24,200,000 and earnings per share of 47 cents for the quarter ended March 31, 1995 were increases of 6 percent and 7 percent, respectively, compared with the first quarter of 1994. During the first three months of 1995 and 1994, the Company acquired 59,500 and 186,400, respectively, of its common shares which were retired. Other shareholders' investment consisted of translation adjustment of $12,300,000 offset by $2,600,000 of unearned restricted stock at March 31, 1995 and translation adjustment of $5,800,000 offset by $2,800,000 of unearned restricted stock at December 31, 1994. - 5 - C. R. BARD, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. (a) The registrant held its Annual Meeting of Shareholders on April 19, 1995. (b) Proxies for the meeting were solicited pursuant to Regulation 14; there was no solicitation in opposition to management's nominees for directors as listed in the Proxy Statement and all such nominees were elected. The results of voting for the four Class II directors elected for a term of three years to serve until the 1998 Annual Meeting were as follow: Joseph F. Abeley, Jr., For - 43,544,078 Authority Withheld - 315,575; Robert P. Luciano, For - 43,577,678 Authority Withheld - 281,975; and Robert H. McCaffrey, For - 43,552,038 Authority Withheld - 307,615; Benson F. Smith, For - 43,585,234 authority withheld - 274,419 and the additional Class III director elected for a term of one year was as follow: T. Kevin Dunnigan, For - 43,563,085 Authority Withheld - 296,568. (c) Briefly described below is each other matter voted upon at the Annual Meeting and the number of affirmative votes, negative votes and abstentions and broker nonvotes with respect to each matter. (i) Ratification of the appointment of Arthur Andersen LLP as independent public accountants for the year 1995. For 43,614,980 Against 98,669 Abstain and Broker Nonvotes 146,004 (ii) Shareholder proposal relating to annual election of directors. For 16,433,914 Against 20,834,302 Abstain and Broker Nonvotes 6,591,437 - 6 - C. R. BARD, INC. AND SUBSIDIARIES Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 27 - Financial Data Schedule (b) There were no reports on Form 8-K filed by the Company during the quarter ended March 31, 1995. 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 Senior Vice President and Chief Financial Officer Charles P. Grom /s/ Charles P. Grom Vice President and Controller and Chief Accounting Officer DATE: May 5, 1995 - 7 - EX-27 2
5 1,000 3-MOS DEC-31-1995 MAR-31-1995 37,800 0 191,400 0 202,000 445,400 319,600 120,700 976,600 364,600 78,900 13,000 0 0 449,700 976,600 264,100 264,100 129,300 222,500 0 0 5,700 34,600 10,400 24,200 0 0 0 24,200 .47 .47
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