THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 901(d) OF REGULATION S-T
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 quarterly period ended March 31, 1994
Commission File Number 1-1136
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
Delaware 22-079-0350
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
345 Park Avenue, New York, N.Y. 10154
(Address of principal executive offices)
Telephone: (212) 546-4000
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 [ ]
At March 31, 1994, there were 509,243,783 shares outstanding of the
Registrant's $.10 par value Common Stock.
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BRISTOL-MYERS SQUIBB COMPANY
INDEX TO FORM 10-Q
MARCH 31, 1994
Page No.
--------
Part I - Financial Information:
Condensed Financial Statements (Unaudited):
Consolidated Balance Sheet - March 31, 1994
and December 31, 1993 2-3
Consolidated Statement of Earnings for the three
months ended March 31, 1994 and 1993 4
Consolidated Statement of Cash Flows for the three
months ended March 31, 1994 and 1993 5
Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-9
Part II - Other Information 10-14
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BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET - ASSETS
(Unaudited, in millions of dollars except share amounts)
March 31, December 31,
1994 1993
---------- ------------
Current Assets:
Cash and cash equivalents $ 2,523 $ 2,421
Time deposits and marketable securities 324 308
Receivables 1,786 1,859
Finished goods 726 741
Work in process 240 239
Raw and packaging materials 419 342
------- -------
Inventories 1,385 1,322
Prepaid expenses 711 660
------- -------
Total Current Assets 6,729 6,570
------- -------
Property, Plant and Equipment 5,323 5,236
Less: Accumulated depreciation 1,929 1,862
------- -------
3,394 3,374
------- -------
Insurance Recoverable 1,000 1,000
Other Assets 1,163 1,157
------- -------
Total Assets $12,286 $12,101
======= =======
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BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET -
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited, in millions of dollars except share amounts)
March 31, December 31,
1994 1993
---------- ------------
Current Liabilities:
Short-term borrowings $ 210 $ 177
Accounts payable 632 649
Accrued expenses 1,496 1,550
U.S. and foreign income taxes payable 823 689
------- -------
Total Current Liabilities 3,161 3,065
Product Liability 1,365 1,370
Other Liabilities 1,133 1,138
Long-Term Debt 628 588
------- -------
Total Liabilities 6,287 6,161
------- -------
Stockholders' Equity:
Preferred stock, $2 convertible series:
Authorized 10 million shares; issued and
outstanding 24,400 in 1994 and 25,798 in
1993, liquidation value of $50 per share - -
Common stock, par value of $.10 per share:
Authorized 1.5 billion shares; issued
532,695,188 in 1994 and 532,688,458 in 1993 53 53
Capital in excess of par value of stock 347 353
Cumulative translation adjustments (329) (332)
Retained earnings 7,450 7,243
------- -------
7,521 7,317
Less cost of treasury stock -
23,451,405 common shares in 1994 and
20,782,281 in 1993 1,522 1,377
------- -------
Total Stockholders' Equity 5,999 5,940
------- -------
Total Liabilities and Stockholders' Equity $12,286 $12,101
======= =======
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<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited, in millions of dollars except per share amounts)
Three Months Ended
March 31,
----------------------
1994 1993
-------- --------
Net Sales $2,834 $2,755
------ ------
Expenses:
Cost of products sold 745 741
Marketing, selling, administrative
and other 685 660
Advertising and product promotion 315 317
Research and development 261 259
------ ------
2,006 1,977
------ ------
Earnings Before Income Taxes 828 778
Provision for Income Taxes 247 203
------ ------
Net Earnings $ 581 $ 575
====== ======
Earnings per share of common stock $1.14 $1.11
===== =====
Average common shares outstanding
(in millions) 511 518
=== ===
Dividends per share of common stock $.73 $.72
==== ====
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BRISTOL-MYERS SQUIBB COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, in millions of dollars)
Three Months Ended
March 31,
--------------------
1994 1993
------- --------
Cash Flows From Operating Activities:
Net earnings $ 581 $ 575
Depreciation and amortization 80 76
Other operating items 15 10
Receivables 68 46
Inventories (58) 40
Prepaid expenses (6) (3)
Accounts payable (12) (47)
Accrued expenses (46) (103)
Income taxes 117 (120)
Other liabilities (43) (61)
------ ------
Net Cash Provided by Operating Activities 696 413
------ ------
Cash Flows From Investing Activities:
Proceeds from sales of time deposits and
marketable securities - 566
Purchases of time deposits and marketable securities (16) (875)
Additions to fixed assets (107) (105)
Other, net (8) (44)
------ ------
Net Cash Used in Investing Activities (131) (458)
------ ------
Cash Flows From Financing Activities:
Short-term borrowings 31 (65)
Long-term debt 33 (1)
Issuances of common stock under stock plans 10 11
Purchases of treasury stock (161) (44)
Dividends paid (374) (373)
------ ------
Net Cash Used in Financing Activities (461) (472)
------ ------
Effect of Exchange Rates on Cash (2) 2
------ ------
Increase (Decrease) in Cash and Cash Equivalents 102 (515)
Cash and Cash Equivalents at Beginning of Period 2,421 2,137
------ ------
Cash and Cash Equivalents at End of Period $2,523 $1,622
====== ======
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<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
Basis of Presentation
- - ----------------------
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements include all adjustments (consisting only of normal
adjustments) necessary for a fair presentation of the financial position of
Bristol-Myers Squibb Company (the "Company") at March 31, 1994 and December 31,
1993, the results of operations for the three months ended March 31, 1994 and
1993, and cash flows for the three months ended March 31, 1994 and 1993. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and the related notes included in the
Company's 1993 Annual Report to Stockholders.
First Quarter Results of Operations
- - -----------------------------------
Sales
- - -----
Worldwide sales for the first quarter of 1994 increased 3% over the prior year
to $2,834. The consolidated sales growth resulted from a 2% increase due to
volume, a 2% increase due to selling prices and a decrease of 1% due to the
unfavorable effect of foreign currency translation. Domestic sales increased
3% and international sales increased 2% (5% excluding the unfavorable effect of
foreign currency translation). Sales from businesses divested in 1993 reduced
sales growth by 1% for the quarter. Worldwide sales for the first quarter of
1993 increased 4% compared to the first quarter of 1992.
Industry Segments
- - -----------------
Net Sales % Change
------------------ ------------------
Three Months Ended Three Months Ended
------------------ ------------------
3/31/94 3/31/93 3/31/94 3/31/93
------- ------- ------- -------
Pharmaceutical Products $1,675 $1,581 6% 10%
Medical Devices 417 410 2% (a) 1%
Nonprescription Health Products 460 473 (3%) (5%)
Toiletries and Beauty Aids 282 291 (3%)(a) (4%)
------ ------
Total Company $2,834 $2,755 3% 4%
====== ======
(a) Excluding the effect of businesses divested in the fourth quarter of 1993,
sales of the medical devices and toiletries and beauty aids segments
increased 5% and 2%, respectively.
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<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
Sales of the pharmaceutical products segment, which is the largest segment at
59% of total company sales, increased 6% over the first quarter of 1993 to
$1,675. Sales growth resulted from a 6% increase in volume, a 2% increase in
selling prices and a 2% decrease due to the unfavorable effect of foreign
currency translation. Domestic sales had strong growth increasing 11%.
Excluding the unfavorable effect of foreign currency translation, international
sales increased 4%. Sales of cardiovascular drugs, the largest product group
in the segment, increased 13% to over $681. Sales of captopril, an angiotensin
converting enzyme (ACE) inhibitor sold primarily under the trademark CAPOTEN*
and the Company's largest selling product, increased 6% to $374. In February
1994, CAPOTEN* received approval for use in the treatment of diabetic
nephropathy in patients with type I, insulin-dependent diabetes mellitus and
retinopathy. Very strong increases in sales of PRAVACHOL*, the Company's
cholesterol-lowering agent and MONOPRIL*, a second generation ACE inhibitor
with once-a-day dosage, contributed to the growth of cardiovascular sales.
These increases were partially offset by decreases in sales of CORGARD*, the
patent for which expired in the U.S. in September 1993. Anti-infective drug
sales were $366 compared to $392 in the prior year. Very strong increases in
sales of CEFZIL*, an oral cephalosporin used in the treatment of respiratory
infections, were more than offset by declines in sales of AMIKIN*, which is
experiencing generic competition, DURICEF* and AZACTAM*. The Company continued
to maintain its leadership position in cancer therapy as increased sales of
anti-cancer drugs reflected very strong volume growth of TAXOL*, an anti-cancer
agent for treatment of patients with ovarian cancer whose first-line or
subsequent chemotherapy has failed. In April 1994, TAXOL* received approval
for use in the treatment of breast cancer after failure of combination
chemotherapy for metastatic disease or relapse within six months of adjuvant
chemotherapy. This increase was partially offset by decreases in sales of
VEPESID*, the patent for which expired in the U.S. in November 1993. Sales of
central nervous system drugs increased due to the strong volume growth of
BUSPAR*, the Company's novel anti-anxiety agent. Dermatological drug sales
increased primarily due to the introductory sales of DOVONEX*, a vitamin D3
analogue for the treatment of moderate psoriasis. For the first quarter of
1993, sales of the pharmaceutical products segment increased 10% over the first
quarter of 1992 primarily as a result of increases in sales of cardiovascular,
anti-infective, anti-cancer and central nervous system drugs.
In the medical devices segment, sales increased 2% to $417. Excluding the
effect of Edward Weck Incorporated, which was divested in the fourth quarter of
1993, sales increased 5%, reflecting a 3% increase due to selling prices and a
2% increase in volume. Sales of ostomy care products increased due to the
growth of the ACTIVE LIFE/COLODRESS* and the SUR-FIT/COMBIHESIVE* product
lines. Worldwide sales of prosthetic implants increased primarily due to the
continued success of the Insall/Burstein II Modular Total Knee System, the
MGII* Total Knee System and the CENTRALIGN* Precoat Hip Prosthesis. Several
* Indicates brand names of products which are registered trademarks owned by
the Company.
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<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
newly introduced products including the TRILOGY* Acetabular System, to reduce
wear in total hip replacements, and COLLAGRAFT* Bone Graft Matrix, which is
used to correct certain fractures and bone defects, continued to gain
acceptance. In the Company's line of wound care products, sales increased
reflecting strong volume growth of DUODERM*. In April, the Company completed
the sale of Xomed-Treace, Inc., a manufacturer of specialty surgical products,
to Merocel Corporation. For the first quarter of 1993, medical devices segment
sales increased 1% over the first quarter of the prior year primarily on the
sales strength of prosthetic implants and ostomy care products.
Sales of the nonprescription health products segment of $460 were 3% below
prior year levels and reflect a 5% decrease in volume, a 1% decrease due to the
unfavorable effect of foreign currency translation and a 3% increase in selling
prices. ENFAMIL* infant formula sales increased with the addition of several
new sole-source contracts in late 1993 under the federal government's Women,
Infants and Children program. Sales of LACTOFREE*, a milk-based, lactose-free
infant formula introduced in the U.S. in early 1993, continued to be strong, as
were sales of SUSTAGEN*, the Company's line of consumer nutritional supplements
marketed primarily outside the U.S. These increases were more than offset by
decreased sales of analgesics, in part as a result of continued competitive
pressures in the U.S., cough/cold remedies and Gerber Baby Formula. For the
first quarter of 1993, the nonprescription health products segment sales were
5% below the first quarter of the prior year primarily as a result of decreases
in sales of ENFAMIL* and PROSOBEE* infant formulas.
Sales of the toiletries and beauty aids segment decreased 3% from the prior
year to $282. Excluding the effect of the appliance division of Clairol, which
was divested in the fourth quarter of 1993, sales increased 2%, reflecting a 3%
increase in selling prices and a 1% decrease in volume. Sales of the Company's
haircoloring products increased primarily due to the strong volume growth of
NICE 'N EASY*, ULTRESS*, LASTING COLOR BY LOVING CARE*, GLINTS* and BRIGHTS*.
Skin care products sales increased with strong international volume growth of
SEA BREEZE*. Increases in these products were more than offset by decreases in
sales of anti-perspirant and hair care products. For the first quarter of
1993, sales of the toiletries and beauty aids segment decreased 4% from the
prior year as increased sales of skin care products were more than offset by
decreased sales of haircoloring, hair care and anti-perspirant products.
Cost of Products Sold and Operating Expenses
- - --------------------------------------------
Total costs and expenses for the quarters ended March 31, 1994 and 1993 as a
percentage of sales were 70.8% and 71.8%, respectively. Cost of products sold
decreased to 26.3% of sales from 26.9% in 1993, principally due to cost
improvements and the divestiture of businesses with higher cost of products
sold. As a percentage of sales, marketing, selling, administrative and other
expenses were 24.2%, approximating prior year levels. Expenditures for
advertising and promotion in support of new and existing products declined
slightly to $315. Research and development expenses increased 1% to $261
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<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in millions of dollars, except per share amounts)
from $259 in 1993, and as a percentage of sales were 9.2% compared to 9.4%.
Pharmaceutical research and development spending increased 1% over the prior
year and as a percentage of pharmaceutical sales, was 13.4% compared to 14.1%
in 1993.
Earnings
- - --------
Earnings before income taxes for the first quarter increased 6% to $828 from
$778 in 1993 as pretax margins improved to 29.2% from 28.2% reflecting the
Company's ongoing commitment to contain costs. The effective tax rate for the
period increased to 29.8% from 26.1% in 1993 due to changes approved in the
Omnibus Budget Reconciliation Act of 1993 which included curtailment of certain
tax benefits from Puerto Rico operations. As a result, net earnings increased
1% to $581 from $575. Earnings per share increased 3% to $1.14 from $1.11 in
1993, in part the result of average common shares outstanding of 511 million in
1994 compared to 518 million in 1993.
Financial Position
- - ------------------
The balance sheet at March 31, 1994 and the statement of cash flows for the
three months then ended reflect the Company's strong financial position.
The Company continues to maintain a high level of working capital, increasing
to $3,568 at March 31, 1994 from $3,505 at December 31, 1993. Internally
generated funds continue to be the Company's primary source for financing
expenditures for new plant and equipment. Additions to fixed assets for the
three months ended March 31, 1994 were $107 compared to $105 during the same
period of 1993.
During the three months ended March 31, 1994, the Company repurchased 2,946,100
shares of its common stock.
Reference is made to Part II, Item 1 - Legal Proceedings in which developments
are described for various lawsuits, claims and proceedings in which the Company
is involved.
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BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
- - --------------------------
Various lawsuits, claims and proceedings of a nature considered normal to its
business are pending against the Company and certain of its subsidiaries. The
most significant of these are reported in the Company's Form 10-K for the
fiscal year ended December 31, 1993 with material developments since that
report described below.
Breast Implant Litigation
- - -------------------------
The number of plaintiffs who have commenced lawsuits against the Company its
subsidiary, Medical Engineering Corporation ("MEC") and certain other
subsidiaries in the actions filed in federal and state courts and in certain
Canadian provincial courts by recipients of polyurethane covered breast
implants and smooth walled breast implants is now approximately 13,000.
The court has preliminarily approved the settlement agreement entered into by
the Company, other defendants and certain plaintiffs regarding all pending and
future breast implant product liability claims brought in the United States
against certain defendants, including the Company, MEC and certain other
subsidiaries. The court fixed a deadline of June 17, 1994 for claimants to opt
out of the settlement. A hearing is scheduled for August 18, 1994 with respect
to final approval of the settlement. The court's final approval of the
settlement would be subject to appeal.
Patent Proceedings
- - ------------------
The Court of Appeals for the Federal Circuit reversed the grant of summary
judgment by the United States District Court for the Southern District of New
York which had invalidated the Company's patent covering the anxiolytic
use of buspirone (sold under the brand name BUSPAR*) and remanded
the case for trial on the issue of patent infringement by Danbury Pharmacal,
Inc.
In the action brought in 1991 by Zenith Laboratories, Inc. in the United States
District Court for the District of New Jersey seeking a declaratory judgment
that its cefadroxil product does not infringe the Company's patent for
cefadroxil monohydrate, the Company has asked the Court of Appeals of the
Federal Circuit either to reconsider its decision reversing the District
Court's decision that the Company's patent would be infringed by the Zenith
product or to remand the case to the District Court for further consideration.
The Court of Appeals has not yet ruled on the Company's request.
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BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
---------------------------
Infant Formula Matters
- - ----------------------
In March, April and May, 1994, six additional cases were filed in state courts
(in Colorado, Illinois, Minnesota, South Dakota, Tennessee and West Virginia)
by indirect purchasers of infant formula against the Company, one of its
subsidiaries and Abbott Laboratories alleging that defendants conspired to fix,
raise, maintain or stabilize prices of infant formula. The plaintiffs seek
certification of statewide claims of purchasers in their respective states,
damages and other relief. While it is not possible to determine the outcome of
the foregoing and of other pending matters, the Company believes that the
ultimate disposition of such matters will not have a material adverse effect on
the Company's consolidated financial position.
Pharmaceutical Pricing Litigation
- - ---------------------------------
In April 1994 an action was filed in Alabama state court on behalf of purported
classes of Alabama purchasers, consisting of retail pharmacies and consumers,
respectively, of brand name prescription drugs against the Company along with
several other pharmaceutical manufacturers and a pharmacy benefit management
company involving substantially similar factual allegations as those made in
the previously filed federal and state actions. Based on facts as known to the
Company, it is the Company's belief that these actions are without merit and
that the ultimate disposition of these cases will not have a material adverse
effect on the Company's consolidated financial position.
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BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- - ------------------------------------------------------------
The Annual Meeting of Stockholders was held on May 3, 1994 for the purpose of:
A. election of directors;
B. ratification of the appointment of Price Waterhouse as independent
accountants for the year 1994;
C. voting on a stockholder-proposed resolution to establish a one-year term
of office for directors;
D. voting on a stockholder-proposed resolution relating to abortion
contributions.
At the meeting, 430,943,602 shares of the Registrant's Common and $2
Convertible Preferred Stock were represented.
The following persons were elected to the Board of Directors of the Registrant
at the meeting to serve until the 1997 Annual Meeting:
Robert E. Allen
Michael E. Autera
John D. Macomber
James D. Robinson III
Mr. Allen received 424,089,256 votes for election, votes were withheld on
proxies for 6,854,346 shares and there were no broker non-votes. Mr. Autera
received 423,966,314 votes for election, votes were withheld on proxies for
6,977,288 shares and there were no broker non-votes. Mr. Macomber received
423,319,729 votes for election, votes were withheld on proxies for 7,623,873
shares and there were no broker non-votes. Mr. Robinson received 423,770,386
votes for election, votes were withheld on proxies for 7,173,216 shares and
there were no broker non-votes.
Louis V. Gerstner, Jr., Charles A. Heimbold, Jr. and Alexander Rich, M.D.
continue as directors with terms expiring at the 1995 Annual Meeting. Ellen V.
Futter, Richard L. Gelb, Andrew C. Sigler and Louis W. Sullivan, M.D., continue
as directors with terms expiring at the 1996 Annual Meeting.
The appointment of Price Waterhouse was ratified by a vote of 425,767,797
shares in favor of the appointment, with 3,121,856 shares voting against,
2,053,793 shares abstaining and 156 broker non-votes.
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<PAGE>
BRISTOL-MYERS SQUIBB COMPANY
PART II - OTHER INFORMATION
---------------------------
The stockholder-proposed resolution recommending that the Board of Directors
take the necessary steps to reinstate the election of directors annually was
defeated by a vote of 246,266,258 shares against the proposal, 91,818,175
shares voting for the proposal, 6,054,802 abstaining and 86,804,367 broker
non-votes.
The stockholder-proposed resolution recommending that the corporation refrain
from giving charitable contributions to organizations that perform abortions
was defeated by a vote of 295,423,781 shares against the proposal, 19,393,024
shares voting for the proposal, 29,324,481 shares abstaining and 86,802,316
broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
- - -----------------------------------------
(a) Exhibits (listed by number corresponding to the Exhibit Table of Item 601
in Regulation S-K).
NONE.
(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during the quarter
ended March 31, 1994.
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BRISTOL-MYERS SQUIBB COMPANY
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.
BRISTOL-MYERS SQUIBB COMPANY
----------------------------
(Registrant)
Date May 13, 1994 /s/ Harrison M. Bains, Jr.
----------------------------- -----------------------------
Harrison M. Bains, Jr.
Vice President and Treasurer
Date May 13, 1994 /s/ Frederick S. Schiff
----------------------------- -----------------------------
Frederick S. Schiff
Vice President and Controller
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