BCR C.R. Bard, Inc. (delisted)

 

 

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): April 23, 2015

 

 

C. R. BARD, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

New Jersey		001-6926		22-1454160
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)
730 Central Avenue Murray Hill, New Jersey				07974
(Address of Principal Executive Office)				(Zip Code)

(908) 277-8000

(Registrant’s 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 CFR240.13e-4(c))

 

 

 

---

Item 2.02

Results of Operations and Financial Condition.

The following information is being furnished pursuant to Item 2.02.

On April 23, 2015, C. R. Bard, Inc. issued a press release reporting earnings and other financial results for the first quarter ended March 31, 2015. 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 Number
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.

 

April 23, 2015

 

---

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release

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 FIRST QUARTER RESULTS

MURRAY HILL, NJ — (April 23, 2015) — C. R. Bard, Inc. (NYSE: BCR) today reported 2015 first quarter financial results. First quarter 2015 net sales were $819.7 million, an increase of 3 percent over the prior-year period on an as-reported basis. Excluding the impact of foreign exchange, first quarter 2015 net sales increased 5 percent over the prior-year period.

For the first quarter 2015, net sales in the U.S. were $574.1 million, an increase of 4 percent over the prior-year period. Net sales outside the U.S. were $245.6 million, a decline of 1 percent over the prior-year period on an as-reported basis. Excluding the impact of foreign exchange, first quarter 2015 net sales outside the U.S. increased 8 percent over the prior-year period.

For the first quarter 2015, net income was $139.8 million and diluted earnings per share were $1.82, a decrease of 6 percent and 2 percent, respectively, as compared to first quarter 2014 results. Adjusting for certain items that affect comparability between periods as detailed in the tables below, first quarter 2015 net income was $142.4 million and diluted earnings per share, after adjusting for certain items that affect comparability between periods and excluding amortization of intangible assets, were $2.10, an increase of 6 percent and 10 percent, respectively, as compared to first quarter 2014 results.

Timothy M. Ring, chairman and chief executive officer, commented, “Our results in the first quarter represented a good start to what is an important year of execution for us, as we once again exceeded our expectations for both sales and earnings per share. In 2015, we expect the returns from our strategic investment plan to begin to contribute to the improved long-term growth profile of the business.”

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 management’s 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 December 31, 2014 Form 10-K 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 Income

(dollars and shares in thousands except per share amounts, unaudited)

 

		Quarter Ended March 31,
		2015				2014
Net sales		$	819,700			$	799,300
Costs and expenses
Cost of goods sold			311,200				309,500
Marketing, selling and administrative expense			235,700				236,800
Research and development expense			60,600				64,300
Interest expense			11,300				11,100
Other (income) expense, net			16,300				(6,000	)
Total costs and expenses			635,100				615,700
Income from operations before income taxes			184,600				183,600
Income tax provision			44,800				35,200
Net income		$	139,800			$	148,400
Basic earnings per share available to common shareholders		$	1.85			$	1.89
Diluted earnings per share available to common shareholders		$	1.82			$	1.86
Wt. avg. common shares outstanding - basic			74,400				77,000
Wt. avg. common and common equivalent shares outstanding - diluted			75,800				78,500

Product Group Summary of Net Sales

(dollars in thousands, unaudited)

 

		Quarter Ended March 31,
		2015				2014				Change				Constant Currency
Vascular		$	231,900			$	219,200				6	%			10	%
Urology			205,600				201,400				2	%			5	%
Oncology			224,600				219,000				3	%			5	%
Surgical Specialties			135,900				135,200				1	%			3	%
Other			21,700				24,500				-11	%			-9	%
Net sales		$	819,700			$	799,300				3	%
Foreign exchange impact							(20,400	)
Constant Currency		$	819,700			$	778,900								5	%

---

Non-GAAP Reconciliation of Earnings

(dollars in millions except per share amounts, unaudited)

 

		Quarter Ended March 31, 2015
		Cost of Goods Sold				Marketing, Selling and Administrative Expense				Research & Development Expense				Other (Income) Expense, Net				Income Taxes				Net Income				Diluted Earnings per Share Available to Common Shareholders
GAAP Basis		$	311.2			$	235.7			$	60.6			$	16.3			$	44.8			$	139.8			$	1.82
Items that affect comparability of results between periods:
Acquisition-related items			9.9				(0.2	)			—				(0.5	)			0.2				(9.4	)
Litigation charges			—				—				—				(10.3	)			0.9				9.4
Restructuring and productivity initiative costs			—				—				—				(3.9	)			1.3				2.6
Total			9.9				(0.2	)			—				(14.7	)			2.4				2.6				0.03
Adjusted Basis		$	321.1			$	235.5			$	60.6			$	1.6			$	47.2			$	142.4
Amortization of intangible assets		$	28.9															$	9.7			$	19.2				0.25
Adjusted Earnings																						$	161.6			$	2.10

 

		Quarter Ended March 31, 2014
		Cost of Goods Sold				Marketing, Selling and Administrative Expense				Research & Development Expense				Other (Income) Expense, Net				Income Taxes				Net Income				Diluted Earnings per Share Available to Common Shareholders
GAAP Basis		$	309.5			$	236.8			$	64.3			$	(6.0	)		$	35.2			$	148.4			$	1.86
Items that affect comparability of results between periods:
Acquisition-related items			(0.6	)			(0.1	)			(0.4	)			(2.0	)			0.8				2.3
Gain on sale of investment			—				—				—				7.1				(2.2	)			(4.9	)
Tax item			—				—				—				—				10.9				(10.9	)
Total			(0.6	)			(0.1	)			(0.4	)			5.1				9.5				(13.5	)			(0.17	)
Adjusted Basis		$	308.9			$	236.7			$	63.9			$	(0.9	)		$	44.7			$	134.9
Amortization of intangible assets		$	26.6															$	8.9			$	17.7				0.22
Adjusted Earnings																						$	152.6			$	1.91

---

Notes to Non-GAAP Reconciliation of Earnings

 

 

•

For the three months ended March 31, 2015, the following items affected the comparability of results between periods: (i) a net benefit of $9.2 million pre-tax from acquisition-related items including transaction costs, purchase accounting adjustments and integration costs; (ii) litigation charges of $10.3 million pre-tax for litigation-related defense costs in connection with the District Court’s pre-trial orders that the company prepare 500 individual cases for trial (the “WHP Pre-Trial Orders”) and other litigation-related matters; and (iii) charges of $3.9 million pre-tax for restructuring and productivity initiatives. The net effect of these items decreased net income by $2.6 million, or $0.03 diluted earnings per share available to common shareholders. Amortization of intangible assets was $28.9 million pre-tax, which decreased net income on an adjusted basis by $19.2 million, or $0.25 diluted earnings per share available to common shareholders.

 

•

For the three months ended March 31, 2014, the following items affected the comparability of results between periods: (i) charges of $3.1 million pre-tax for acquisition-related items including transaction costs, purchase accounting adjustments and integration costs; (ii) a gain of $7.1 million pre-tax related to the sale of an equity investment; and (iii) a decrease of $10.9 million in the income tax provision associated with the completion of IRS examinations for the tax years 2008 through 2010. The net effect of these items increased net income by $13.5 million, or $0.17 diluted earnings per share available to common shareholders. Amortization of intangible assets was $26.6 million pre-tax, which decreased net income on an adjusted basis by $17.7 million, or $0.22 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 company’s investors.

In addition, this press release includes the following non-GAAP measures: (1) cost of goods sold excluding the impact of acquisition-related items; (2) marketing, selling and administrative expense excluding charges for acquisition-related items; (3) research and development expense excluding charges for acquisition-related items; (4) other (income) expense, net, excluding acquisition-related items, litigation charges (which includes litigation-related defense costs in connection with the WHP Pre-Trial Orders) and other litigation-related matters, gain on sale of investment, restructuring and productivity initiative costs; (5) income tax provision excluding a decrease associated with the completion of IRS examinations and the tax effect of the items set forth in (1) through (4) above; (6) net income excluding the items set forth in (1) through (5) above; and (7) diluted earnings per share available to common shareholders excluding the items set forth in (1) through (5) above and amortization of intangible assets.

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 company’s ongoing operating performance. Because the company has historically reported 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 company’s 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 company’s actual performance in relation to its business plan and operating budgets; (3) to evaluate the company’s 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 Earnings per Share

(dollars and shares in thousands, except per share amounts, unaudited)

 

 

		Quarter Ended March 31,
		2015				2014
Earnings per Share Numerator: GAAP Basis - basic and diluted
Net income		$	139,800			$	148,400
Less: Income allocated to participating securities (1)			2,100				2,500
Net income available to common shareholders		$	137,700			$	145,900
Earnings per Share Numerator: Adjusted Earnings
Net income		$	161,600			$	152,600
Less: Income allocated to participating securities (1)			2,400				2,500
Net income available to common shareholders		$	159,200			$	150,100
Earnings per Share Denominator:
Wt. avg. common shares outstanding - basic			74,400				77,000
Wt. avg. common and common equivalent shares outstanding - diluted			75,800				78,500
Earnings per Share: GAAP Basis
Basic earnings per share available to common shareholders		$	1.85			$	1.89
Diluted earnings per share available to common shareholders		$	1.82			$	1.86
Earnings per Share: Adjusted Earnings
Diluted earnings per share available to common shareholders		$	2.10			$	1.91

 

(1)	Basic and diluted earnings per share available to common shareholders is calculated using a numerator, which represents the total of net income less income allocated to participating securities.