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, 2000

 

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 30, 2000

Common Stock - $.25 par value

50,471,453

 

C. R. BARD, INC. AND SUBSIDIARIES

INDEX

 

PAGE NO.

PART I - FINANCIAL INFORMATION

 

Condensed Consolidated Balance Sheets - March 31, 2000 and December 31, 1999

1

 

 

Condensed Consolidated Statements of Income For The Three Months Ended March 31, 2000 and 1999

2

 

 

Condensed Consolidated Statements of Shareholders' Investment For The Three Months Ended March 31, 2000 and 1999

3

 

 

Condensed Consolidated Statements of Cash Flows For The Three Months Ended March 31, 2000 and 1999

4

 

 

Notes to Condensed Consolidated Financial Statements

5

 

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

7

 

 

PART II - OTHER INFORMATION

9

 

C. R. BARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(thousands of dollars except share and par amounts)

 

March 30,

2000

December 31,

1999

ASSETS

(Unaudited)

 

Current Assets:

 

 

Cash and short-term investments

$ 52,700

$ 95,900

Accounts receivable, net

196,400

212,900

Inventories

205,300

204,000

Other current assets

17,400

16,300

Total current assets

471,800

529,100

Property, plant and equipment, net

167,400

169,700

Intangible assets, net of amortization

368,300

337,000

Other assets

89,700

90,600

$1,097,200

$1,126,400

LIABILITIES AND

SHAREHOLDERS' INVESTMENT

 

 

Current Liabilities:

 

 

Short-term borrowings and current

maturities of long-term debt

$ 94,900

$ 130,300

Accounts payable

48,600

54,300

Accrued expenses

133,300

135,800

Federal and foreign income taxes

46,100

32,100

Total current liabilities

322,900

352,500

Long-term debt

158,100

158,400

Other long-term liabilities

38,900

41,200

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

50,462,205 shares and 50,781,857 shares

 

12,600

 

12,700

Capital in excess of par value

153,200

153,500

Retained earnings

482,700

473,500

Accumulated other comprehensive income

(54,700)

(48,600)

Unamortized expenses under stock plans

(16,500)

(16,800)

 

577,300

574,300

$1,097,200

$1,126,400

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

 

 

 

 

- 1 -

C. R. BARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(thousands of dollars except share and per share amounts)

(Unaudited)

 

For The Three Months Ended

March 31,

 

2000

1999

 

 

 

Net sales

$ 268,500

$ 248,500

Costs and expenses:

 

 

Costs of goods sold

120,300

109,400

 

 

 

Marketing, selling and administrative

85,500

80,700

 

 

 

Research and development expense

13,600

13,800

 

 

 

Interest expense

5,300

4,200

 

 

 

Gain from dispositions of cardiology businesses

(15,400)

0

Other (income) expense, net

13,700

500

 

 

 

Total costs and expenses

223,000

208,600

 

 

 

Income before taxes

45,500

39,900

 

 

 

Provision for income taxes

14,000

13,300

 

 

 

Net income

$ 31,500

$ 26,600

 

 

 

Basic earnings per share

$ .62

$ .52

 

 

 

Diluted earnings per share

$ .62

$ .51

 

 

 

Cash dividends per share

$ .20

$ .19

 

 

 

Average common shares outstanding - basic

50,609

51,332

 

 

 

Average common shares outstanding - diluted

51,061

52,040

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

 

 

   

- 2 -

C. R. BARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT

(thousands of dollars except share and per share amounts)

(Unaudited)

 

 

Three Months Ended March 31, 2000

 

 

Shares

 

 

Amount

 

Capital in

Excess of Par

 

Retained

Earnings

Accumulated

Other

Comprehensive

Income

Unamortized

Expenses

Under

Stock Plan

 

 

Total

Balance at December 31, 1999

50,781,857

$ 12,700

$ 153,500

$ 473,500

$ (48,600)

$ (16,800)

$ 574,300

Net income

 

 

 

31,500

 

 

31,500

Currency translation adjustments/other

 

 

 

 

(6,100)

 

(6,100)

Comprehensive income

 

 

 

 

 

 

25,400

Cash dividends ($.20 per share)

 

 

 

(10,200)

 

 

(10,200)

Treasury stock acquired

(420,300)

(100)

 

(17,700)

 

 

(17,800)

Employee stock plans

100,648

---

(300)

5,600

---

300

5,600

Balance at March 31, 2000

50,462,205

$ 12,600

$ 153,200

$ 482,700

$ (54,700)

$ (16,500)

$ 577,300

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 1999

 

 

Shares

 

 

Amount

 

Capital in

Excess of Par

 

Retained

Earnings

Accumulated

Other

Comprehensive

Income

Unamortized

Expenses Under

Stock Plan

 

 

Total

Balance at December 31, 1998

51,497,564

$ 12,900

$ 132,300

$ 453,600

$ (23,100)

$ (8,100)

$ 567,600

Net income

 

 

 

26,600

 

 

26,600

Currency translation adjustments/other

 

 

 

 

(10,000)

 

(10,000)

Comprehensive income

 

 

 

 

 

 

16,600

Cash dividends ($.19 per share)

 

 

 

(9,800)

 

 

(9,800)

Treasury stock acquired

(940,600)

(200)

 

(49,100)

 

 

(49,300)

Employee stock plans

574,628

100

17,400

10,700

---

(9,300)

18,900

Balance at March 31, 1999

51,131,592

$ 12,800

$ 149,700

$ 432,000

$ (33,100)

$ (17,400)

$ 544,000

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

- 3 -

C. R. BARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(thousands of dollars)

(Unaudited)

 

For The Three Months Ended

March 31,

 

2000

1999

Cash flows from operating activities:

 

 

Net income

$ 31,500

$ 26,600

 

 

 

Noncash items and other

15,000

(65,900)

 

 

 

 

46,500

(39,300)

Cash flows from investing activities:

 

 

Capital expenditures

(4,500)

(6,500)

 

 

 

Other long-term investments, net

(27,500)

(3,200)

 

 

 

 

(32,000)

(9,700)

Cash flows from financing activities:

 

 

Purchase of common stock

(17,800)

(49,300)

 

 

 

Dividends paid

(10,200)

(9,800)

 

 

 

Other financing activities

(31,500)

113,000

 

 

 

 

(59,500)

53,900

Cash and cash equivalents:

 

 

Increase (decrease) during the period

(45,000)

4,900

 

 

 

Balance at January 1,

92,700

41,200

 

 

 

Balance at March 31,

$ 47,700

$ 46,100

The accompanying notes to consolidated financial statements are an integral part of these statements.

 

 

 

 

- 4 -

C. R. BARD, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The financial statements contained in this filing have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and have not been audited. However, C. R. Bard, Inc. ("Bard" or the "company") believes that it has included all adjustments to the interim financial statements, consisting only of normal recurring adjustments, that are necessary to present fairly Bard's financial condition and results of operations at the dates and for the periods presented. 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 1999Annual Report on Form 10-K.

 

Consolidation

The consolidated financial statements include the accounts of the company and its majority-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.

Earnings Per Share

"Basic earnings per share" represents net income divided by the weighted average shares outstanding. "Diluted earnings per share" represents net income divided by weighted average shares outstanding adjusted for the incremental dilution of outstanding employee stock options and awards. Unless indicated otherwise per share amounts are calculated on a diluted basis.

Derivative Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"), which is effective for Bard as of January 1, 2001. FAS 133 establishes accounting and reporting standards requiring that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value. FAS 133 requires that changes in the derivative's fair value be recognized in either income or other comprehensive income, depending on the designated purpose of the derivative. The application of FAS 133 would not have had a material effect on the company's March 31, 2000 financial statements.

Use of Estimates

The financial statements and related disclosures have been prepared in conformity with generally accepted accounting principles and, accordingly, include amounts based on estimates and judgments of management. Actual results could differ from those estimates.

Long-Term Debt

In December 1996, the company issued $150,000,000 of 6.70% notes due 2026. These notes may be redeemed at the option of the note holders on December 1, 2006, at a redemption price equal to the principal amount. The market value of these notes approximates $138,600,000 at March 31, 2000.

- 5 -

C. R. BARD, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Acquisitions

In August 1999, the company entered into an exclusive agreement with Endologix, Inc., a California-based company that has developed an endoluminal graft (ELG) used for the minimally invasive treatment of abdominal aortic aneurysms. The agreement gives Bard exclusive distribution rights to Endologix ELG in Europe and Australia and an exclusive and irrevocable option to acquire, for approximately $45 million, all of the company's remaining capital stock before the end of the year 2000. During 1999 Bard paid approximately $34 million primarily for the distribution rights and the option.

During the first quarter of 2000, the company invested in several new products and technologies in the area of hernia repair, specialty access and peripheral technology. In addition, during the first quarter of 2000, the company settled all remaining open issues related to the 1998 dispositions of its cardiology businesses and recorded a gain of $15,400,000 ($.19 diluted per share after-tax).

Segment Information

The company's management considers its business to be a single segment entity - the manufacture and sale of medical devices. The company's products generally share similar distribution channels and customers. The company designs, manufactures, packages, distributes and sells medical, surgical, diagnostic and patient care devices which, for the most part, are purchased by hospitals, physicians and nursing homes, used once and discarded. Management evaluates its various global product portfolios on a revenue basis, which is presented below. Management generally evaluates profitability and associated investment on an enterprise-wide basis due to shared infrastructures.

(dollars in thousands)

For the Three Months

Ended March 31:

 

2000

1999

Percent

Change

Net sales:

 

 

 

Vascular

$ 58,500

$ 52,600

11

Urology

89,100

84,900

5

Oncology

60,900

57,100

7

Surgery

44,200

40,200

10

Other products

15,800

13,700

15

Total net sales

$ 268,500

$ 248,500

8

 

 

 

 

Income before taxes

$ 45,500

$ 39,900

 

 

 

 

 

Total assets

$1,097,200

$1,093,300

 

 

 

 

 

Capital expenditures

$ 4,500

$ 6,500

 

 

 

 

 

Depreciation and amortization

$ 12,200

$ 12,300

 

 

- 6 -

C. R. BARD, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table represents net sales by geography based on the location of the external customer.

 

(thousands of dollars)

For the Three Months Ended March 31,

 

2000

1999

United States

$ 191,900

$ 178,100

Europe

46,900

46,700

Japan

13,900

11,500

Rest of World

15,800

12,200

Total net sales

$ 268,500

$ 248,500

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Consolidated net sales for the first quarter of 2000 of $268,500,000 increased 8 percent from the first quarter of 1999 net sales of $248,500,000. Net sales in the U.S. for the first quarter of 2000 were $191,900,000, an increase of 8 percent from the first quarter of 1999. Net sales in the U.S. for the first quarter of 2000 included sales of Cath Lab components to Medtronic on an OEM basis under a long-term supply agreement entered into during the quarter. International net sales for the first quarter of 2000 were $76,600,000, up 9 percent as compared to net sales for the first quarter of 1999. Total net sales for the quarter was negatively affected by 2 percent due to foreign currency translation, with international net sales being negatively affected by 6 percent.

 

Vascular sales for the quarter ended March 31, 2000 increased 11 percent as compared to the same period in 1999, mainly due to electrophysiology and peripheral technology product growth. Urological sales for the quarter increased by 5 percent as compared to the same period in 1999, mainly due to growth in infection control catheters. Oncology sales for the quarter increased 7 percent as compared to the same period in 1999 mainly due to specialty access products. Surgical sales for the quarter increased by 10 percent as compared to the same period in 1999, mainly due to soft tissue repair products.

The company's gross profit margin for the quarter ended March 31, 2000 of 55.2 percent declined from the gross profit margin for the quarter March 31, 1999 of 56.0 percent primarily due to the company's OEM agreement with Medtronic.

In the first quarter of 2000, the company settled all remaining open issues related to the 1998 dispositions of its cardiology businesses and recorded a gain of $15,400,000 ($.19 diluted per share after-tax).

Other income and expense for the first quarter of 2000 includes charges of $9,300,000 related to product line acquisitions and $5,400,000 related to legal settlements and research grants, amounting to a total charge of $.18 diluted per share after tax.

During the first quarter of 2000, the company acquired 420,300 of its common shares. During the first quarter of 1999, the company acquired 940,600 of its common shares.

- 7 -

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

Restructuring Charges

The company maintains a reserve account in connection with its previously announced restructuring plans. At March 31, 2000 the reserve balance amounted to $8,400,000. This amount relates primarily to severance costs associated with a facility that has not been closed. There has been substantially no activity during the first quarter of 2000.

 

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained herein or in other company documents and certain statements that may be made by management of the company orally, statements regarding cost savings from restructuring and statements regarding the company's future performance, may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Because actual results are affected by risks and uncertainties, the company cautions investors that actual results may differ materially from those expressed or implied. Factors that could cause the actual results to differ materially from expected and historical results include, but are not limited to: health care industry consolidation resulting in customer demands for price concessions and contracts that are more complex and have longer terms; competitive factors, including competitors' attempts to gain market share through aggressive marketing programs, the development of new products or technologies by competitors and technological obsolescence; reduction in medical procedures performed in a cost-conscious environment; the lengthy approval time by the FDA or other government authorities to clear medical devices for commercial release; unanticipated product failures; legislative or administrative reforms to the U.S. Medicare and Medicaid systems or other non-U.S. reimbursement systems in a manner that would significantly reduce reimbursements for procedures using the company's medical devices; the acquisition of key patents by competitors that would have the effect of excluding the company from new market segments; the uncertainty of whether increased research and development expenditures will result in increased sales; unpredictability of existing and future litigation including litigation regarding product liability and intellectual property; government actions or investigations affecting the industry in general or the company in particular; future difficulties obtaining product liability insurance on reasonable terms; efficacy or safety concerns with respect to marketed products, whether scientifically justified or not, that may lead to product recalls, withdrawals or declining sales; uncertainty related to tax appeals and litigation; future difficulties obtaining necessary components used in the company's products and/or price increases from the company's suppliers of critical components; economic factors that

 

 

 

 

 

 

 

 

 

 

 

 

- 8 -

C. R. BARD, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS (continued)

 

Cautionary Statement Regarding Forward-Looking Information (continued)

the company has no control over, including changes in inflation, foreign currency exchange rates and interest rates; other factors that the company has no control over, including earthquakes, floods, fires and explosions; risks associated with maintaining and expanding international operations; and the risk that the company may not achieve manufacturing or administrative efficiencies as a result of the company's restructuring, the integration of acquired businesses or divestitures .

 

PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.

  1. The registrant held its Annual Meeting of Shareholders on April 19, 2000.
  2. 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 three Class I Directors elected for a term of three years to serve until the 2003 Annual Meeting were as follows:
  3. Marc C. Breslawsky

    For

    43,271,606

    Withheld

    511,158

    William T. Butler, M.D.

    For

    43,270,117

     

    Withheld

    512,647

    Elaine L. Chao

    For

    43,252,358

    Withheld

    530,406

  4. Briefly described below are 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 for appointment of Arthur Andersen LLP as independent public accountants for the year 2000.

For

43,620,628

Against

35,785

Abstain and Broker Nonvotes

126,351

 

 

- 9 -

C. R. BARD, INC. AND SUBSIDIARIES

 

Item 6. Exhibits and Reports on Form 8-K

  1. Reports on Form 8-K -
  2. There were no reports on Form 8-K filed during the first quarter ended

    March 31, 2000.

  3. Exhibit 12.1 - Computation of Ratio of Earnings to Fixed Charges
  4. Exhibit 27 - Financial Data Schedule

 

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)

 

Charles P. Slacik /s/

Charles P. Slacik

 

Senior Vice President and Chief Financial Officer

 

 

 

Charles P. Grom /s/

 

Charles P. Grom

 

Vice President and Controller

 

 

 

Date: May 12, 2000

 

- 10 -