SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended
March 26, 1994
Commission File
Number: 1-4105
BAUSCH & LOMB INCORPORATED
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization)
16-0345235
(IRS Employer Identification No.)
One Bausch & Lomb Place, Rochester NY 14604-2701
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(716) 338-6000
Indicate by checkmark 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 .
The number of shares of Common stock of the registrant, outstanding as
of March 26, 1994 was 59,221,222, consisting of 58,704,040 shares of
Common stock and 517,182 shares of Class B stock which are identical
with respect to dividend and liquidation rights, and vote together as
a single class for all purposes.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
As more fully described in Note A - "Restatement of Financial
Information", financial information in this filing has been restated to
reflect the decision to account for shipments under a fourth quarter
1993 U.S. contact lens distributor program as consigned inventory and
to record revenues when the products were sold by the distributors to
their customers. Additionally, a restatement was made to correct the
improper recording of certain 1993 sunglass distributor sales in
Southeast Asia and to reverse related sales returns which had been
previously recorded in 1994.
Unaudited financial statements for the first quarter of 1994 and 1993 of
Bausch & Lomb Incorporated and Consolidated Subsidiaries are presented
on the following pages. The audited balance sheet at December 31, 1994
is presented for comparative purposes. Financial statements for the
three months ended March 26, 1994 have been prepared by the Company in
accordance with its usual accounting policies and are based in part on
approximations.
In the opinion of management, all adjustments necessary for a fair
presentation of the consolidated financial statements in accordance
with generally accepted accounting principles have been included. All
such adjustments were of a normal recurring nature.
<TABLE>
BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF EARNINGS
Dollar Amounts In Thousands -
Except Per Share Data
<CAPTION>
First Quarter Ended
March 26, March 27,
1994* 1993
<S> <C> <C>
Net Sales $439,388 $407,605
Costs And Expenses
Cost of products sold 204,661 187,831
Selling, administrative
and general 157,827 152,476
Research and development 15,289 13,769
-------- --------
377,777 354,076
-------- --------
Operating Earnings 61,611 53,529
-------- --------
Other (Income) Expense
Investment income (8,349) (4,603)
Interest expense 8,967 9,321
Gain from foreign
currency, net (2,024) (3,018)
-------- --------
(1,406) 1,700
-------- --------
Earnings Before Income Taxes
And Minority Interest 63,017 51,829
Provision for
income taxes 21,641 18,364
-------- --------
Earnings Before
Minority Interest 41,376 33,465
Minority interest
in subsidiaries 5,452 614
-------- --------
Net Earnings $ 35,924 $ 32,851
-------- --------
Retained Earnings At Beginning
Of Period 871,680 785,044
Cash Dividends Declared:
Common stock, $0.22
per share in 1994 and 1993 13,027 13,082
-------- --------
Retained Earnings At
End Of Period $894,577 $804,813
======== ========
Net Earnings Per Common Share $ 0.60 $ 0.54
======== ========
Average Common Shares
Outstanding (000s) 59,919 60,393
======== ========
<FN>
*Results have been restated as more fully described in
Note A - "Restatement of Financial Information"
See Notes to Financial Statements
</TABLE>
<TABLE>
BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES
BALANCE SHEET
Dollar Amounts In Thousands
<CAPTION>
March 26, December 25,
1994* 1993*
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 519,608 $ 513,241
Short-term investments,
at cost which
approximates market 33,036 32,795
Trade receivables, less
allowances of $13,173
and $13,753, respectively 327,092 345,139
Inventories, net 333,650 309,754
Deferred income taxes,
less valuation
allowance of $13,206 80,015 79,897
Other current assets 121,355 102,304
---------- -----------
1,414,756 1,383,130
Property, Plant And
Equipment, net 552,099 541,061
Goodwill And Other Intangibles,
less accumulated amortization
of $63,593 and $59,396,
respectively 478,402 456,944
Other Assets 116,228 111,862
---------- -----------
Total Assets $2,561,485 $2,492,997
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable $ 308,314 $ 222,642
Current portion of
long-term debt 14,710 21,935
Accounts payable 67,397 85,306
Accrued compensation 69,240 66,077
Accrued liabilities 240,304 248,661
Federal and foreign income taxes 62,400 68,882
---------- -----------
762,365 713,503
Long-Term Debt, less
current portion 322,127 320,953
Other Long-Term Liabilities 124,150 128,328
Minority Interest 421,990 421,031
---------- -----------
Total Liabilities 1,630,632 1,583,815
---------- -----------
Shareholders' Equity
4% Cumulative Preferred stock,
par value $100 per share - -
Class A Preferred stock, par
value $1 per share - -
Common stock, par value $0.40
per share, 60,198,322
shares issued 24,079 24,079
Class B stock, par value
$0.08 per share, 951,503
shares issued (936,348 shares
in 1993) 76 75
Capital in excess of par value 89,390 88,101
Cumulative translation
adjustment 3,916 8,915
Retained earnings 894,577 871,680
---------- -----------
1,012,038 992,850
Common and Class B stock
in treasury, at cost,
1,928,603 shares
(2,016,430 shares in 1993) (81,185) (83,668)
---------- -----------
Total Shareholders' Equity 930,853 909,182
---------- -----------
Total Liabilities And
Shareholders' Equity $2,561,485 $2,492,997
========== ===========
<FN>
*Results have been restated as more fully described in
Note A - "Restatement of Financial Information"
See Notes To Financial Statements
</TABLE>
<TABLE>
BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CASH FLOWS
Dollar Amounts In Thousands
<CAPTION>
Three Months Ended
March 26, March 27,
1994* 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 35,924 $ 32,851
Adjustments to reconcile net earnings to net cash
(used for) provided by operating activities:
Depreciation of property, plant
and equipment 19,248 17,225
Amortization of goodwill and
other intangibles 4,094 2,525
(Increase) decrease in deferred
income taxes (5) 719
Loss (gain) on retirement of
fixed assets 737 (1,242)
Exchange loss (gain) 1,198 (78)
Increase in undistributed
earnings of subsidiaries 1,102 470
Decrease (increase) in
accounts receivable 20,322 (25,682)
Increase in inventories (20,859) (13,663)
Increase in other current assets (18,413) (18,068)
(Decrease) increase in accounts
payable and accruals (34,144) 23,249
Decrease in tax reserves (7,115) (9,402)
Decrease in other long-term
liabilities (4,345) (1,135)
--------- ---------
Net cash (used for) provided by
operating activities (2,256) 7,769
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchases of
property, plant and equipment (30,056) (17,568)
Acquisition of businesses, net of cash
and short-term investments acquired (26,037) (26,005)
Other (3,828) (72)
--------- ---------
Net cash used in investing
activities (59,921) (43,645)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchases of Common shares (1,066) (2,585)
Exercise of stock options 4,839 1,530
Net proceeds from issuance of debt 76,458 178,009
Payment of dividends (13,021) (11,879)
--------- ---------
Net cash provided by financing
activities 67,210 165,075
--------- ---------
Effect of exchange rate changes
on cash, cash equivalents and
short-term investments 1,575 (21,841)
--------- ---------
Net increase in cash, cash
equivalents and short-term
investments 6,608 107,358
Cash, cash equivalents and
short-term investments, beginning
of period 546,036 416,773
--------- ---------
Cash, cash equivalents and
short-term investments, end
of period $552,644 $524,131
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 12,237 $ 9,123
Income taxes $ 27,589 $ 13,270
<FN>
*Results have been restated as more fully described in
Note A - "Restatement of Financial Information"
See Notes To Financial Statements
</TABLE>
BAUSCH & LOMB INCORPORATED AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOTE A: Restatement of Financial Information
The Company has restated its financial statements for the year ended
December 25, 1993 and the quarter ended March 26, 1994. This action
was taken as a result of an ongoing investigation which identified
uncertainties surrounding the execution of a fourth quarter 1993
contact lens sales program and the improper recording of 1993 sunglass
sales in Southeast Asia. In the fourth quarter of 1993 a marketing
program was initiated to implement a business strategy to shift
responsibility for the sale and distribution of a portion of the U.S.
traditional contact lens business to optical distributors.
Subsequently, this strategy proved unsuccessful and, in the 1994
third quarter, led to the implementation of a new pricing policy for
traditional contact lenses and a decision to accept on a one-time basis
returns from these distributors. The investigation of this marketing
program disclosed instances where unauthorized terms may have been or
were offered which were inconsistent with the stated terms and
conditions of the program. The resulting uncertainties relating to the
execution of this marketing program led to a decision to restate the
1993 financial statements to account for shipments under the program as
consigned inventory and to record revenues when the products were sold
by the distributors to their customers. The investigation of Southeast
Asia sunglass sales disclosed that in certain instances distributor
transactions recorded as revenues in 1993 had not actually resulted from
a sale to those customers, and thus were improperly recorded. The 1993
financial statements have been restated to reverse the improperly
recorded sales with a corresponding restatement of the 1994 financial
statements to reverse the effect of sales returns previously recognized
in that period. In the opinion of management, all material adjustments
necessary to correct the financial statements have been recorded. The
impact of these adjustments on the Company's financial results as
originally reported is summarized below:
<TABLE>
Dollar Amounts In Thousands -
(Except Per Share Data)
<CAPTION>
First Quarter Ended
------------------------------------------------------
March 26, 1994
------------------------------------------------------
As Reported As Restated
------------------------------------------------------
<S> <C> <C>
Net Sales:
Healthcare $284,506 $284,506
Optics 154,265 154,882
------------------------------------------------------
Total $438,771 $439,388
Business Segment
Earnings $ 72,207 $ 72,524
------------------------------------------------------
------------------------------------------------------
Net Earnings $ 35,660 $ 35,924
------------------------------------------------------
------------------------------------------------------
Net Earnings
Per Share $0.60 $0.60
------------------------------------------------------
------------------------------------------------------
Retained Earnings
at end of
Period $911,958 $894,577
------------------------------------------------------
------------------------------------------------------
</TABLE>
Additionally, retained earnings at December 31, 1993 originally reported
as $889,325,000 has been restated to $871,680,000.
NOTE B: Earnings Per Share
Net earnings per Common share are based on the weighted average
number of Common and Class B shares outstanding during the period,
adjusted for the assumed conversion of dilutive stock options. In
computing the per share effect of assumed conversion, funds which would
have been received from the exercise of options are considered to have
been used to purchase Common shares at current market prices, and the
resulting net additional Common shares are included in the calculation
of average Common shares outstanding.
The number of Common shares used to calculate net earnings per
Common share were 59,919,000 at March 26, 1994 and 60,393,000 shares at
March 27, 1993.
See Exhibit 11 filed as a part of this Report for details
regarding the computation of earnings per share.
NOTE C: Inventories
Inventories consisted of the following:
<TABLE>
(Dollar Amounts in Thousands)
<CAPTION>
March 26, December 25,
1994 1993
<S> <C> <C>
Raw materials and supplies $ 79,049 $ 66,768
Work in process 28,088 24,640
Finished products 234,535 226,518
--------- ---------
341,672 317,926
Less: Reserve for valuation of
certain U.S. inventories
at last-in, first-out cost 8,022 8,172
--------- ---------
$333,650 $309,754
========= =========
</TABLE>
NOTE D: Property, Plant And Equipment
Major classes of property, plant and equipment consisted of the
following:
<TABLE>
(Dollar Amounts in Thousands)
<CAPTION>
March 26, December 25,
1994 1993
<S> <C> <C>
Land $ 20,641 $ 20,784
Leasehold improvements 26,431 25,530
Buildings 355,225 350,173
Machinery and equipment 565,289 542,912
-------- --------
967,586 939,399
Less: Accumulated depreciation 415,487 398,338
-------- --------
$552,099 $541,061
======== ========
</TABLE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
This financial review, which should be read in conjunction with
the accompanying financial statements, contains management's discussion
and analysis of the Company's operational results, liquidity and
progress toward stated business objectives. The focus of this review is
on the underlying business reasons for significant changes and trends
affecting sales, operating earnings and financial condition. As more
fully described in Note A - "Restatement of Financial Information",
financial information in this filing has been restated to reflect the
decision to account for shipments under a fourth quarter 1993 U.S.
contact lens distributor program as consigned inventory and to record
revenues when the products were sold by the distributors to their
customers. Additionally, a restatement was made to correct the improper
recording of certain 1993 sunglass distributor sales in Southeast Asia
and to reverse related sales returns which had been previously recorded
in 1994.
RESULTS OF OPERATIONS
Net Sales By Business Segment
Bausch & Lomb's results are reported in two business segments.
The healthcare segment includes personal health, medical and biomedical
products. In the personal health sector, major lines include contact
lens care products, eye care solutions, over-the-counter medications,
skin care products and oral care products. Medical products include
contact lenses and lens materials, prescription pharmaceuticals, hearing
aids and dental implants. Biomedical products include purpose-bred
laboratory animals for biomedical research and a variety of biotechnical
and professional services provided to the scientific research community.
Bausch & Lomb's optics segment includes sunglasses, binoculars,
riflescopes, telescopes and optical thin film coating services and
products.
Consolidated revenues for the quarter ended March 26, 1994 were
$439 million, an increase of $32 million or 8% over the 1993 first
quarter. The following is a summary of sales by business segment:
<TABLE>
Net Sales By Business Segment
(Dollar Amounts in Thousands)
<CAPTION>
First Quarter
1994 1993
<S> <C> <C>
Healthcare 284,506 $248,036
Optics 154,882 159,569
-------- --------
Net Sales $439,388 $407,605
======== ========
</TABLE>
Healthcare Segment Revenues
Revenues in the healthcare segment increased $36 million or 15%
over the 1993 first quarter. Major product sector revenues as a
percentage of total healthcare segment sales are presented below:
<TABLE>
Healthcare Segment Sales By Product Sector
<CAPTION>
First Quarter
1994 1993
<S> <C> <C>
Personal Health 50% 52%
Medical 35% 31%
Biomedical 15% 17%
</TABLE>
Within the personal health sector, 1994 first quarter revenues
improved 10% from the comparable 1993 level. This progress was led by
incremental revenues for the Curel and Soft Sense skin care products
acquired in June 1993. Continued strong demand for the Company's ReNu,
Boston and Bausch & Lomb lens care solutions also contributed to the
revenue gain. Excellent sales progress was also realized for eyecare
products in the U.S. and over-the-counter medications in Europe.
Revenues for oral care products declined from 1993 due primarily to
increased competition and reduced selling prices for Interplak products
in the U.S.
Medical sector sales rose 28% from 1993 levels. Worldwide contact
lens revenues advanced almost 15%, as combined sales of the Company's
established SeeQuence disposable and Medalist planned replacement lens
products advanced by more than 50%. Ophthalmic pharmaceutical revenues
improved by 13%, led by sales of recently approved products in the U.S.,
including Tobramycin and Levobunolol. First quarter revenue growth for
the Company's prescription pharmaceutical operations in Europe reflected
a stabilization of that market after last year's change in government
regulations in Germany. Medical sector sales also benefited from
incremental revenues for the hearing aid and dental implant businesses
acquired last year.
The modest improvement in the Company's biomedical sector
reflected revenue growth for all product lines.
Optics Segment Revenues
Revenues in the optics segment declined 3% to $155 million,
compared to $160 million in 1993. Sunglass sales in the U.S. advanced
10%, based primarily on the February 1994 acquisition of the assets of
Revo, noted for its line of high performance sunglasses. Sunglass
revenues in Europe and Asia declined from a year ago due to the
continuing effects of lagging economic conditions in key markets.
Higher sales for sports optics products were led by increased demand for
riflescopes, telescopes and binoculars.
Net Sales By Geographic Region
Sales in markets outside the U.S. totaled $188 million, a decrease
of $2 million or 1% from the 1993 first quarter. Changes in currency
exchange rates reduced sales comparisons with 1993 by $5 million. In
total, non-U.S. sales represented 43% of consolidated revenues, compared
to 47% in the 1993 first quarter. The Company's historically strong
performance outside the U.S. has been constrained by the slower rate of
economic recovery in Europe and Japan. European revenues in total
increased modestly despite the adverse impact of currency movements.
This progress reflected improved demand for the Company's over-the-
counter medications and thin film coating products, as well as
contributions from recent acquisitions. Sales in the Asia-Pacific
region declined 10% as a result of weakened demand for sunglass and oral
care products. Revenue growth of 4% in Latin America and Canada
reflected gains for contact lens care solutions, planned replacement
lenses and sunglasses.
U.S. sales totaled $251 million in the first quarter, an increase
of $34 million or 16%. Acquisitions completed in 1993 in the hearing
aid, skin care and dental implant businesses and the first quarter 1994
acquisition of Revo, a U.S. manufacturer of high performance sunglasses,
led the improvement from the prior year. Higher sales also reflected
revenue gains in the contact lens care, contact lens and pharmaceutical
businesses compared to the prior year. U.S. pharmaceutical revenues
advanced 19% in the first quarter, led by incremental shipments of
recently introduced products.
Costs And Expenses
The cost of products sold ratio was 46.6% for the 1994 first
quarter versus 46.1% for the comparable 1993 period. The higher ratio
was primarily attributable to the growing significance of lower margin
disposable and planned replacement contact lenses, the adverse currency
impact on products sourced from Ireland, and the impact of recent
acquisitions where product margins have yet to be optimized.
Selling, administrative and general expenses were 35.9% of sales
in the first quarter of 1994 compared to 37.4% in 1993. These costs
have benefited from recent restructuring actions and successful efforts
to manage discretionary spending to a rate below that of revenue growth.
Additionally, 1993 expenses included the initial costs of regionalizing
the administration of the Company's non-U.S. operations and
discretionary spending to launch the Company's Clear Choice mouthwash.
Research and development expense for the first three months of 1994
increased $1.5 million or 11% over 1993 levels, reflecting the Company's
continued investment in new technologies. The majority of these
expenditures relate to product development for new contact lens
materials and the Company's next generation of oral care products.
Business Segment And Operating Earnings
Business segment earnings of $73 million for the first quarter of
1994 increased $8 million or 12% compared to the 1993 first quarter.
This gain reflected improved operating results for contact lens care
products, the prescription pharmaceutical business and for over-the-
counter medications in Europe. The earnings improvement was moderated
by a sales decline in the oral care business in the U.S., increased
research and development costs associated with new product
introductions, as well as shifts in the contact lens business toward
lower margin planned replacement lenses. Incremental earnings for skin
care products were moderated by results for the Miracle Ear line of
hearing aids which have been affected by reduced consumer demand
throughout the industry in the wake of regulatory actions initiated by
the FTC and FDA. Operating earnings totaled $62 million, an increase of
$8 million or 15% over the prior year period, the result of lower
corporate administration expenses in the first quarter.
Other Income And Expenses
Income from investments for the first quarter of 1994 totaled $8
million, compared to $5 million for the same period in 1993. The
increase was due to income from an interest rate swap associated with
distributions from Wilmington Partners L.P., formed in December 1993.
Interest expense of $9 million for the 1994 first quarter was even with
the first quarter of 1993, as the favorable effect of lower interest
rates was offset by the acquisition-related increase in average
outstanding debt.
The Company realized a net foreign currency gain of $2 million
attributable to results from its worldwide hedging operations in the
first quarter of 1994, representing a decline of $1 million from the net
$3 million gain realized in 1993. As had been anticipated, premium
income on the Company's Irish punt positions decreased from the prior
year.
Higher minority interest expense reflected distributions to the
outside investor in Wilmington Partners L.P. In December 1993, the
Company raised $400 million through the sale of a minority interest in
this entity.
The Company's reported income tax rates were 34.3% and 35.4% for
the first quarter of 1994 and 1993, respectively.
Liquidity And Financial Resources
Cash Flows From Operating Activities
Net earnings adjusted for non-cash items, including depreciation,
amortization and deferred taxes, improved 11% from 1993. However, total
cash flows used by operating activities totaled $2 million in the first
quarter of 1994, a decrease of $10 million from the $8 million of cash
provided in the prior year period. This change was primarily
attributable to a build in inventories from the 1993 year end to support
expected growth in the planned replacement lens business as well as
higher inventory levels related to acquired businesses. Lower current
liabilities primarily represented the net settlement of foreign currency
hedge contracts and the timing of tax payments. These factors were
moderated by 1994 initiatives to reduce receivable levels, reflected by
the $20 million improvement generated by these efforts in the first
quarter.
Cash Flows Used In Investing Activities
Cash flows used in investing activities increased $16 million from
1993 to $60 million. Purchases of property, plant and equipment totaled
$30 million, an increase of $12 million over the 1993 first quarter.
Capital expenditures are expected to total approximately $90 million
this year. Major projects will include new manufacturing capacity for
contact lenses in the U.S. and Europe and actions to further improve
sunglass manufacturing efficiencies. Other investing activities in the
first quarter of 1994 included the acquisition of the assets of Revo, a
U.S.-based manufacturer of high performance sunglasses.
Cash Flows From Financing Activities
Cash used in financing activities included repurchases of the
Company's Common shares and the payment of dividends. Cash flow was
provided from the proceeds of additional U.S. promissory note borrowings
in the first quarter. The Company's total debt, consisting of short-
and long-term borrowings, increased by $80 million to $645 million at
the end of the 1994 first quarter.
Financial Position
Bausch & Lomb's ratio of total debt to equity at the end of March
stood at 69% in 1994 and 77% in 1993. The Company also maintains a
significant balance of cash and investments, which totaled $553 million
and $524 million at the end of March 1994 and 1993, respectively. The
Company's net debt, or total borrowings less cash, cash equivalents and
short-term investments, totaled $93 million in 1994 and $149 million in
1993. After considering hypothetical taxes payable upon repatriation of
non-U.S. cash and investments, tax-effected net debt totaled $234
million in 1994 and $291 million in 1993. The ratio of tax-effected net
debt to equity stood at 25.2% in 1994 and 33.1% in 1993, demonstrating
that the Company continues to maintain a sound capital structure. The
Company is planning to improve cash flow and reduce its working capital
requirements in 1994. The stated goal is to generate $100 million in
cash flow beyond that which will be required for the payment of
dividends and capital expenditures. These funds will be used to reduce
short-term debt.
Access to Financial Markets
The Company maintains U.S. revolving credit and term loan
agreements which total $205 million with 364-day credit terms. The
interest rate under the agreements is at the prime rate, or, at the
Company's option, at a mutually acceptable market rate. No debt was
outstanding under these agreements at March 26, 1994. The Company filed
a shelf registration with the Securities and Exchange Commission in
November 1993 for up to $300 million in debt. Filing and approval for
the medium term note program covered by this shelf registration occurred
in April 1994. In addition, the Company maintains bank lines of credit
for its financing requirements. For limited periods during the year,
intercompany borrowings may be used to reduce U.S. short-term debt. The
availability of adequate credit facilities provides the Company with a
high degree of flexibility to meet its obligations, fund capital
expenditures and invest in growth opportunities.
Working Capital
The Company continued to maintain its strong financial condition.
Working capital amounted to $652 million for the first quarter of 1994,
versus $670 million at year-end 1993 and $557 million for the first
quarter of 1993. The current ratio was 1.9 at March 26, 1994 and at
December 31, 1993 and 1.8 at March 27, 1993.
OTHER FINANCIAL DATA
Dividends declared on Common stock were $0.22 per share in the
first quarters of 1994 and 1993. In March the Company announced the
dividend payment rate would increase to $0.245 per share in the 1994
second quarter, an increase of 11% from 1993. This increase reflects
the Company's desire to increase its dividend on an annual basis while
maintaining a payout rate of between 30% and 35% of the previous year's
earnings.
Return on average shareholders' equity was 16% for the twelve-
month period ended March 26, 1994 compared to 20% for the twelve-month
period ended March 27, 1993. Excluding the cumulative translation
adjustment, return on average shareholders' equity was 16% for the 1994
first quarter versus 22% for the 1993 first quarter. The lower return
ratio reflected the impact of the restructuring charges recorded in
December 1993.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Item 601 Exhibits
Those exhibits required to be filed by Item 601 of
Regulation S-K are listed in the Exhibit Index immediately
preceding the exhibits filed herewith and such listing is
incorporated herein by reference.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter for which this Report is filed.
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.
BAUSCH & LOMB INCORPORATED
Date: March 15, 1996
By: (Jay T. Holmes)
Jay T. Holmes
Executive Vice President, and
Chief Administrative Officer
Date: March 15, 1996
By: (Stephen C. McCluski)
Stephen C. McCluski
Senior Vice President,
Finance
EXHIBIT INDEX
S-K Item 601 No. Document
(4)-a Certificate of Incorporation of Bausch & Lomb Incorporated
(filed as Exhibit (4)-a to the Company's Annual Report on Form 10-K for
the fiscal year ended December 29, 1985, File No. 1-4105, and
incorporated herein by reference).
(4)-b Certificate of Amendment of Bausch & Lomb Incorporated
(filed as Exhibit (4)-b to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1988, File No. 1-4105, and
incorporated herein by reference).
(4)-c Certificate of Amendment of Bausch & Lomb Incorporated
(filed as Exhibit (4)-c to the Company's Annual Report on Form 10-K for
the fiscal year ended December 26, 1992, File No. 1-4105, and
incorporated herein by reference).
(4)-d Form of Indenture, dated as of September 1, 1991, between
the Company and Citibank, N.A., as Trustee, with respect to the
Company's Medium-Term Notes (filed as Exhibit (4)-a to the Company's
Registration Statement on Form S-3, File No. 33-42858, and incorporated
herein by reference).
(4)-e Rights Agreement between the Company and The First National
Bank of Boston, as successor to Chase Lincoln First Bank, N.A. (filed as
Exhibit 1 to the Company's Current Report on Form 8-K dated July 25,
1988, File No. 1-4105, and incorporated herein by reference).
(4)-f Amendment to the Rights Agreement between the Company and
The First National Bank of Boston, as successor to Chase Lincoln First
Bank, N.A. (filed as Exhibit 1 to the Company's Current Report on Form
8-K dated July 31, 1990, File No. 1-4105, and incorporated herein by
reference).
(11) Statement Regarding Computation of Per Share Earnings (filed
herewith).
(12) Statement Regarding Computation of Ratio of Earnings to
Fixed Charges (filed herewith).
(27) Financial Data Schedule (filed herewith)
Exhibit 11
<TABLE>
Statement Regarding Computation of Per Share Earnings
Dollars And Shares In Thousands-
Except Per Share Data
<CAPTION>
THREE MONTHS ENDED
March 26, March 27,
1994* 1993
<S> <C> <C>
Net earnings $ 35,924 $ 32,851
======== ========
Actual outstanding common shares
at beginning of year 59,118 59,444
Average common shares issued for
stock options and effects of
assumed exercise of common
stock equivalents and
repurchase of common shares 801 949
-------- --------
Average common shares outstanding 59,919 60,393
======== ========
Net earnings per common and
common share equivalent $ 0.60 $ 0.54
======== ========
<FN>
*Results have been restated as more fully described in
Note A - "Restatement of Financial Information"
</TABLE>
Exhibit 12
<TABLE>
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
Dollar Amounts In Thousands
<CAPTION>
March 26, December 25,
1994* 1993*
<S> <C> <C>
Earnings before provision for
income taxes and minority
interest $63,017 $216,022
Fixed charges 9,317 35,664
Capitalized interest, net of
current period amortization 65 260
------- ---------
Total earnings as adjusted $72,399 $251,946
======= =========
Fixed charges:
Interest (including
interest expense and
capitalized interest) $ 8,967 $ 34,202
Portion of rents
representative of the
interest factor 350 1,462
------- ---------
Total fixed charges $ 9,317 $ 35,664
======= =========
Ratio of earnings to fixed
charges 7.77 7.06<FN1>
======= =========
<FN>
*Results have been restated as more fully described in
Note A - "Restatement of Financial Information."
<FN1> Excluding the effect of restructuring charges recorded
in the fourth quarter of 1993, the ratio of earnings to fixed
charges at December 25, 1993 would have been 8.47.
</TABLE>
[TYPE] EX-27
[ARTICLE] 5
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 3-MOS QTR-1
[FISCAL-YEAR-END] DEC-31-1994 DEC-31-1994
[PERIOD-END] MAR-26-1994* MAR-26-1994*
[CASH] 519,608 519,608
[SECURITIES] 33,036 33,036
[RECEIVABLES] 340,265 340,265
[ALLOWANCES] 13,173 13,173
[INVENTORY] 333,650 333,650
[CURRENT-ASSETS] 1,414,756 1,414,756
[PP&E] 967,586 967,586
[DEPRECIATION] 415,487 415,487
[TOTAL-ASSETS] 2,561,485 2,561,485
[CURRENT-LIABILITIES] 762,365 762,365
[BONDS] 322,127 322,127
[COMMON] 24,155 24,155
[PREFERRED-MANDATORY] 0 0
[PREFERRED] 0 0
[OTHER-SE] 906,698 906,698
[TOTAL-LIABILITY-AND-EQUITY] 2,561,485 2,561,485
[SALES] 439,388 439,388
[TOTAL-REVENUES] 439,388 439,388
[CGS] 204,661 204,661
[TOTAL-COSTS] 204,661 204,661
[OTHER-EXPENSES] 173,116 173,116
[LOSS-PROVISION] 1,528 1,528
[INTEREST-EXPENSE] 8,967 8,967
[INCOME-PRETAX] 63,017<F1> 63,017<F1>
[INCOME-TAX] 21,641 21,641
[INCOME-CONTINUING] 35,924 35,924
[DISCONTINUED] 0 0
[EXTRAORDINARY] 0 0
[CHANGES] 0 0
[NET-INCOME] 35,924 35,924
[EPS-PRIMARY] 0.60 0.60
[EPS-DILUTED] 0.60 0.60
<FN>
*Results have been restated as more fully described in
Note A - "Restatement of Financial Information"
<F1>INCOME BEFORE TAXES AND MINORITY INTEREST
</FN>
</TABLE>
