SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 21, 2011
C. R. BARD, INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey (State or Other Jurisdiction of |
001-6926 (Commission File Number) |
22-1454160 (IRS Employer | ||
730 Central Avenue Murray Hill, New Jersey |
07974 | |
(Address of Principal Executive Office) | (Zip Code) |
(908) 277-8000
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition. |
The following information is being furnished pursuant to Item 2.02.
On July 21, 2011, C. R. Bard, Inc. issued a press release reporting earnings and other financial results for the second quarter ended June 30, 2011. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference in this Item 2.02. The information in this press release shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
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99.1 | Press Release (This exhibit is furnished not filed) |
SIGNATURE
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 hereunto duly authorized.
C. R. BARD, INC. | ||
By: |
/s/ TODD C. SCHERMERHORN | |
Name: | Todd C. Schermerhorn | |
Title: | Senior Vice President and Chief Financial Officer |
July 21, 2011
Exhibit 99.1
Contacts: | ||
Investor Relations: | Todd W. Garner | |
Vice President, Investor Relations | ||
(908) 277-8065 | ||
Media Relations: | Scott T. Lowry | |
Vice President and Treasurer | ||
(908) 277-8365 |
BARD ANNOUNCES SECOND QUARTER RESULTS
MURRAY HILL, NJ (July 21, 2011) C. R. Bard, Inc. (NYSE: BCR) today reported 2011 second quarter financial results. Second quarter 2011 net sales were $725.0 million, an increase of 8 percent over the prior-year period on a reported basis, 5 percent on a constant currency basis.
For the second quarter 2011, net sales in the U.S. were $479.9 million, an increase of 3 percent. Net sales outside the U.S. were $245.1 million, an increase of 17 percent on a reported basis, 10 percent on a constant currency basis.
For the second quarter 2011, net loss attributable to common shareholders was ($47.8 million) and diluted loss per share available to common shareholders was ($0.55), reflecting the previously disclosed charge relating to hernia product litigation. Adjusting for this charge and other items that affect comparability of results between periods as detailed in the tables below, second quarter 2011 net income attributable to common shareholders was $141.7 million and diluted earnings per share available to common shareholders were $1.57, an increase of 6 percent and 13 percent, respectively, as compared to second quarter 2010 results.
Timothy M. Ring, chairman and chief executive officer, commented, The strategic investments we have made over the past couple of years have produced our strongest international sales quarter in quite some time, helping us to meet our adjusted EPS commitment despite a challenging sales period in the United States. We remain focused on the long term and will continue to pursue growth through new product development, geographic expansion and business development.
C. R. Bard, Inc. (www.crbard.com), headquartered in Murray Hill, NJ, is a leading multinational developer, manufacturer and marketer of innovative, life-enhancing medical technologies in the fields of vascular, urology, oncology and surgical specialty products.
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on managements current expectations, the accuracy of which is necessarily subject to risks and uncertainties. These statements are not historical in nature and use words such as anticipate, estimate, expect, project, intend, forecast, plan, believe, and other words of similar meaning in connection with any discussion of future operating or financial performance. Many factors may cause actual results to differ materially from anticipated results including product developments, sales efforts, income tax matters, the outcomes of contingencies such as legal proceedings, and other economic, business, competitive and regulatory factors. The company undertakes no obligation to update its forward-looking statements. Please refer to the Cautionary Statement Regarding Forward-Looking Information in our March 31, 2011 Form 10-Q for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.
C. R. Bard, Inc.
Consolidated Statements of Operations
(dollars and shares in thousands except per share amounts, unaudited)
Quarter Ended June 30, |
Six Months Ended June 30, |
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2011 | 2010 | 2011 | 2010 | |||||||||||||
Net sales |
$ | 725,000 | $ | 673,900 | $ | 1,425,300 | $ | 1,324,700 | ||||||||
Costs and expenses |
||||||||||||||||
Cost of goods sold |
275,500 | 251,700 | 540,300 | 504,400 | ||||||||||||
Marketing, selling and administrative expense |
196,800 | 189,500 | 391,100 | 369,200 | ||||||||||||
Research and development expense |
46,900 | 45,100 | 94,900 | 85,700 | ||||||||||||
Interest expense |
9,000 | 2,800 | 18,100 | 5,700 | ||||||||||||
Other (income) expense, net |
194,100 | 2,100 | 194,200 | 2,000 | ||||||||||||
Total costs and expenses |
722,300 | 491,200 | 1,238,600 | 967,000 | ||||||||||||
Income from operations before income taxes |
2,700 | 182,700 | 186,700 | 357,700 | ||||||||||||
Income tax provision |
50,500 | 58,000 | 102,600 | 111,800 | ||||||||||||
Net (loss) income |
(47,800 | ) | 124,700 | 84,100 | 245,900 | |||||||||||
Net income attributable to noncontrolling interest |
| 100 | | 400 | ||||||||||||
Net (loss) income attributable to common shareholders |
$ | (47,800 | ) | $ | 124,600 | $ | 84,100 | $ | 245,500 | |||||||
Basic (loss) earnings per share available to common shareholders |
$ | (0.55 | ) | $ | 1.31 | $ | 0.96 | $ | 2.56 | |||||||
Diluted (loss) earnings per share available to common shareholders |
$ | (0.55 | ) | $ | 1.29 | $ | 0.94 | $ | 2.53 | |||||||
Wt. avg. common shares outstanding - basic |
86,200 | 94,400 | 85,800 | 94,900 | ||||||||||||
Wt. avg. common and common equivalent shares outstanding - diluted |
86,200 | 95,600 | 87,800 | 96,100 |
Product Group Summary of Net Sales
(dollars in thousands, unaudited)
Quarter Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2011 | 2010 | Change | Constant Currency |
2011 | 2010 | Change | Constant Currency |
|||||||||||||||||||||||||
Vascular |
$ | 215,200 | $ | 187,500 | 15% | 11% | $ | 413,500 | $ | 359,900 | 15% | 13% | ||||||||||||||||||||
Urology |
182,700 | 179,700 | 2% | | 362,200 | 354,000 | 2% | 1% | ||||||||||||||||||||||||
Oncology |
192,800 | 178,300 | 8% | 6% | 379,200 | 352,300 | 8% | 7% | ||||||||||||||||||||||||
Surgical Specialties |
110,900 | 106,200 | 4% | 3% | 225,800 | 215,400 | 5% | 4% | ||||||||||||||||||||||||
Other |
23,400 | 22,200 | 5% | 4% | 44,600 | 43,100 | 3% | 3% | ||||||||||||||||||||||||
Net sales |
$ | 725,000 | $ | 673,900 | 8% | $ | 1,425,300 | $ | 1,324,700 | 8% | ||||||||||||||||||||||
Foreign exchange impact |
14,000 | 12,800 | ||||||||||||||||||||||||||||||
Constant Currency |
$ | 725,000 | $ | 687,900 | 5% | $ | 1,425,300 | $ | 1,337,500 | 7% | ||||||||||||||||||||||
Reconciliation of (Loss) Earnings
(dollars in millions except per share amounts, unaudited)
Quarter Ended June 30, 2011 | ||||||||||||||||||||||||||||
Cost of Goods Sold |
Marketing, Selling and Administrative Expense |
Research & Development Expense |
Other (Income) Expense, Net |
Income Taxes |
Net (Loss) Income Attributable to Common Shareholders |
Diluted (Loss) Earnings per Share Available to Common Shareholders (1) |
||||||||||||||||||||||
GAAP Basis |
$ | 275.5 | $ | 196.8 | $ | 46.9 | $ | 194.1 | $ | 50.5 | $ | (47.8 | ) | $ | (0.55 | ) | ||||||||||||
Items that affect comparability of results between periods: |
||||||||||||||||||||||||||||
Acquisition related items |
(0.1 | ) | (0.7 | ) | | (0.1 | ) | 0.1 | 0.8 | |||||||||||||||||||
Legal settlements and commitments |
| | | (195.5 | ) | 6.0 | 189.5 | |||||||||||||||||||||
Restructuring |
| | | 1.1 | (0.3 | ) | (0.8 | ) | ||||||||||||||||||||
Total |
(0.1 | ) | (0.7 | ) | | (194.5 | ) | 5.8 | 189.5 | 2.10 | ||||||||||||||||||
Adjusted Basis |
$ | 275.4 | $ | 196.1 | $ | 46.9 | $ | (0.4 | ) | $ | 56.3 | $ | 141.7 | $ | 1.57 | |||||||||||||
Quarter Ended June 30, 2010 | ||||||||||||||||||||||||||||
Cost of Goods Sold |
Marketing, Selling and Administrative Expense |
Research & Development Expense |
Other (Income) Expense, Net |
Income Taxes |
Net Income Attributable to Common Shareholders |
Diluted Earnings per Share Available to Common Shareholders |
||||||||||||||||||||||
GAAP Basis |
$ | 251.7 | $ | 189.5 | $ | 45.1 | $ | 2.1 | $ | 58.0 | $ | 124.6 | $ | 1.29 | ||||||||||||||
Items that affect comparability of results between periods: |
||||||||||||||||||||||||||||
Acquisition related items |
(1.8 | ) | (2.5 | ) | (0.5 | ) | (1.6 | ) | 0.8 | 5.6 | ||||||||||||||||||
Write-down of receivables |
| (3.8 | ) | | | | 3.8 | |||||||||||||||||||||
Total |
(1.8 | ) | (6.3 | ) | (0.5 | ) | (1.6 | ) | 0.8 | 9.4 | 0.10 | |||||||||||||||||
Adjusted Basis |
$ | 249.9 | $ | 183.2 | $ | 44.6 | $ | 0.5 | $ | 58.8 | $ | 134.0 | $ | 1.39 | ||||||||||||||
Six Months Ended June 30, 2011 | ||||||||||||||||||||||||||||
Cost of Goods Sold |
Marketing, Selling and Administrative Expense |
Research & Development Expense |
Other (Income) Expense, Net |
Income Taxes |
Net Income Attributable to Common Shareholders |
Diluted Earnings per Share Available to Common Shareholders |
||||||||||||||||||||||
GAAP Basis |
$ | 540.3 | $ | 391.1 | $ | 94.9 | $ | 194.2 | $ | 102.6 | $ | 84.1 | $ | 0.94 | ||||||||||||||
Items that affect comparability of results between periods: |
||||||||||||||||||||||||||||
Acquisition related items |
0.5 | (0.9 | ) | (3.0 | ) | (0.3 | ) | 1.1 | 2.6 | |||||||||||||||||||
Legal settlements and commitments |
| | | (195.5 | ) | 6.0 | 189.5 | |||||||||||||||||||||
Restructuring |
| | | 1.1 | (0.3 | ) | (0.8 | ) | ||||||||||||||||||||
Total |
0.5 | (0.9 | ) | (3.0 | ) | (194.7 | ) | 6.8 | 191.3 | 2.14 | ||||||||||||||||||
Adjusted Basis |
$ | 540.8 | $ | 390.2 | $ | 91.9 | $ | (0.5 | ) | $ | 109.4 | $ | 275.4 | $ | 3.08 | |||||||||||||
Six Months Ended June 30, 2010 | ||||||||||||||||||||||||||||
Cost of Goods Sold |
Marketing, Selling and Administrative Expense |
Research & Development Expense |
Other (Income) Expense, Net |
Income Taxes |
Net Income Attributable to Common Shareholders |
Diluted Earnings per Share Available to Common Shareholders |
||||||||||||||||||||||
GAAP Basis |
$ | 504.4 | $ | 369.2 | $ | 85.7 | $ | 2.0 | $ | 111.8 | $ | 245.5 | $ | 2.53 | ||||||||||||||
Items that affect comparability of results between periods: |
||||||||||||||||||||||||||||
Acquisition related items |
(2.2 | ) | (3.7 | ) | (0.5 | ) | (1.6 | ) | 0.9 | 7.1 | ||||||||||||||||||
Write-down of receivables |
| (3.8 | ) | | | | 3.8 | |||||||||||||||||||||
Total |
(2.2 | ) | (7.5 | ) | (0.5 | ) | (1.6 | ) | 0.9 | 10.9 | 0.11 | |||||||||||||||||
Adjusted Basis |
$ | 502.2 | $ | 361.7 | $ | 85.2 | $ | 0.4 | $ | 112.7 | $ | 256.4 | $ | 2.64 | ||||||||||||||
(1) | For the quarter ended June 30, 2011, diluted (loss) earnings per share on a GAAP basis does not include approximately 2.4 million common share equivalents primarily from share-based compensation plans because their effect would have been antidilutive. As a result, total per share amounts do not add. |
Notes to Reconciliation of (Loss) Earnings
| For the second quarter 2011, the following items affected the comparability of results between periods: (i) charges of $0.9 million pre-tax for acquisition related items including transaction costs, which consisted primarily of legal and valuation costs, purchase accounting adjustments and integration costs; (ii) charges of $195.5 million pre-tax related to legal settlements and commitments; and (iii) a reversal of $1.1 million of restructuring costs, pre-tax. The net effect of these items increased net loss attributable to common shareholders by $189.5 million, or $2.10 diluted loss per share available to common shareholders. |
| For the second quarter 2010, the following items affected the comparability of results between periods: (i) charges of $6.4 million pre-tax for acquisition related items including purchased research and development, transaction costs, which consisted primarily of legal and valuation costs, purchase accounting adjustments and integration costs; and (ii) a charge of $3.8 million pre-tax for the write-down of public hospital receivables in Greece. The net effect of these items decreased net income attributable to common shareholders by $9.4 million, or $0.10 diluted earnings per share available to common shareholders. |
| For the six months ended June 30, 2011, the following items affected the comparability of results between periods: (i) charges of $3.7 million pre-tax for acquisition related items including purchased research and development, transaction costs, which consisted primarily of legal and valuation costs, purchase accounting adjustments and integration costs; (ii) charges of $195.5 million pre-tax related to legal settlements and commitments; and (iii) a reversal of $1.1 million of restructuring costs, pre-tax. The net effect of these items decreased net income attributable to common shareholders by $191.3 million, or $2.14 diluted earnings per share available to common shareholders. |
| For the six months ended June 30, 2010, the following items affected the comparability of results between periods: (i) charges of $8.0 million pre-tax for acquisition related items including purchased research and development, transaction costs, which consisted primarily of legal and valuation costs, purchase accounting adjustments and integration costs; and (ii) a charge of $3.8 million pre-tax for the write-down of public hospital receivables in Greece. The net effect of these items decreased net income attributable to common shareholders by $10.9 million, or $0.11 diluted earnings per share available to common shareholders. |
This press release contains financial measures that are not calculated in accordance with United States generally accepted accounting principles (GAAP). These non-GAAP measures are reconciled to their most directly comparable GAAP measures in the above tables.
This press release includes net sales excluding the impact of foreign exchange. The company analyzes net sales on a constant currency basis to better measure the comparability of results between periods. Because changes in foreign currency exchange rates have a non-operating impact on net sales, the company believes that evaluating growth in net sales on a constant currency basis provides an additional and meaningful assessment of net sales to both management and the companys investors.
In addition, this press release includes the following non-GAAP measures: (1) cost of goods sold excluding charges for acquisition related items; (2) marketing, selling and administrative expense excluding charges for acquisition related items and the write-down of public hospital receivables in Greece; (3) research and development expense excluding charges for acquisition related items; (4) other (income) expense, net, excluding charges for acquisition related items, legal settlements and commitments, and a reversal of restructuring costs; (5) income tax provision excluding the tax effect of the items set forth in (1) through (4) above; (6) net (loss) income attributable to common shareholders excluding the items set forth in (1) through (5) above; and (7) diluted (loss) earnings per share available to common shareholders excluding the items set forth in (1) through (5) above.
The company excluded the items described above because they may cause certain statements of operations categories not to be indicative of ongoing operating results, and therefore affect the comparability of results between periods. The company therefore believes that these non-GAAP measures provide an additional and meaningful assessment of the companys ongoing operating performance. Because the company has historically reported these non-GAAP results to the investment community, management also believes that the inclusion of these non-GAAP measures provides consistency in its financial reporting and facilitates investors understanding of the companys historic operating trends by providing an additional basis for comparisons to prior periods. Management uses these non-GAAP measures: (1) to establish financial and operational goals; (2) to monitor the companys actual performance in relation to its business plan and operating budgets; (3) to evaluate the companys core operating performance and understand key trends within the business; and (4) as part of several components it considers in determining incentive compensation.
Management recognizes that the use of these non-GAAP measures has limitations, including the fact that they may not be comparable with similar non-GAAP measures used by other companies and that management must exercise judgment in determining which types of charges or other items should be excluded from the non-GAAP information. Management compensates for these limitations by providing full disclosure of each non-GAAP measure and a reconciliation to the most directly comparable GAAP measure. All non-GAAP measures are intended to supplement the applicable GAAP disclosures and should not be considered in isolation from, or as a replacement for, financial information prepared in accordance with GAAP. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, please see the above tables.
Notes to (Loss) Earnings per Share
(dollars and shares in thousands, except per share amounts, unaudited)
Quarter Ended June 30, |
Six Months Ended June 30, |
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2011 | 2010 | 2011 | 2010 | |||||||||||||
(Loss) Earnings per Share Numerator: GAAP Basis - basic and diluted |
||||||||||||||||
Net (loss) income attributable to common shareholders |
$ | (47,800 | ) | $ | 124,600 | $ | 84,100 | $ | 245,500 | |||||||
Less: Income allocated to participating securities (1) |
| 1,400 | 1,700 | 2,800 | ||||||||||||
Net (loss) income available to common shareholders |
$ | (47,800 | ) | $ | 123,200 | $ | 82,400 | $ | 242,700 | |||||||
Earnings per Share Numerator: Adjusted Basis - diluted |
||||||||||||||||
Net income attributable to common shareholders |
$ | 141,700 | $ | 134,000 | $ | 275,400 | $ | 256,400 | ||||||||
Less: Income allocated to participating securities (1) |
2,800 | 1,500 | 5,400 | 2,900 | ||||||||||||
Net income available to common shareholders |
$ | 138,900 | $ | 132,500 | $ | 270,000 | $ | 253,500 | ||||||||
Earnings per Share Denominator: |
||||||||||||||||
Wt. avg. common shares outstanding - basic |
86,200 | 94,400 | 85,800 | 94,900 | ||||||||||||
Wt. avg. common and common equivalent shares outstanding (2): GAAP Basis - diluted |
86,200 | 95,600 | 87,800 | 96,100 | ||||||||||||
Wt. avg. common and common equivalent shares outstanding: Adjusted Basis - diluted |
88,600 | 95,600 | 87,800 | 96,100 | ||||||||||||
(Loss) Earnings per Share: GAAP Basis |
||||||||||||||||
Basic (loss) earnings per share available to common shareholders |
$ | (0.55 | ) | $ | 1.31 | $ | 0.96 | $ | 2.56 | |||||||
Diluted (loss) earnings per share available to common shareholders |
$ | (0.55 | ) | $ | 1.29 | $ | 0.94 | $ | 2.53 | |||||||
Earnings per Share: Adjusted Basis |
||||||||||||||||
Diluted earnings per share available to common shareholders |
$ | 1.57 | $ | 1.39 | $ | 3.08 | $ | 2.64 | ||||||||
(1) | Basic and diluted earnings per share available to common shareholders is calculated using a numerator, which represents the total of net income attributable to common shareholders less income allocated to participating securities. |
(2) | For the quarter ended June 30, 2011, diluted (loss) earnings per share on a GAAP basis does not include approximately 2.4 million common share equivalents primarily from share-based compensation plans because their effect would have been antidilutive. |