SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1996
Commission File Number 1-6926
C. R. BARD, INC.
(Exact name of registrant as specified in its charter)
New Jersey
(State of incorporation)
22-1454160
(I.R.S. Employer Identification No.)
730 Central Avenue, Murray Hill, New Jersey 07974
(Address of principal executive offices)
Registrant's telephone number,
including area code: (908) 277-8000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at July 31, 1996
Common Stock - $.25 par value 56,969,655
<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
INDEX
Page No.
PART I - FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets -
June 30, 1996 and December 31, 1995 1
Condensed Statements of Consolidated Income
and Retained Earnings For The Quarter and
Six Months Ended June 30, 1996 and 1995 2
Condensed Consolidated Statements of Cash Flows
For The Six Months Ended June 30, 1996 and 1995 3
Notes to Consolidated Financial Statements 4
Management's Discussion and Analysis of Financial
Condition and Results of Operations 4
PART II - OTHER INFORMATION 6
<PAGE>
<TABLE>
C. R. BARD, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(thousands of dollars)
<CAPTION>
June 30, December 31,
1996 1995
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and short-term investments $ 64,500 $ 51,300
Accounts receivable, net 232,400 215,700
Inventories 245,600 228,200
Other current assets 9,500 8,700
Total current assets 552,000 503,900
Property, plant and equipment, net 214,400 214,200
Intangible assets, net of amortization 308,300 315,500
Other assets 75,100 57,400
$1,149,800 $1,091,000
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
<S> <C> <C>
Current Liabilities:
Short-term borrowings and current
maturities of long-term debt $ 159,100 $ 66,900
Accounts payable 35,700 62,700
Accrued expenses 129,300 131,400
Federal and foreign income taxes 3,900 12,300
Total current liabilities 328,000 273,300
Long-term debt 194,800 198,400
Other long-term liabilities 43,100 54,700
Shareholders' Investment:
Preferred stock, $1 par value,
authorized 5,000,000 shares;
none issued --- ---
Common stock, $.25 par value,
authorized 300,000,000 shares;
issued and outstanding 57,000,165
shares and 57,100,598 shares 14,300 14,300
Capital in excess of par value 72,300 63,300
Retained earnings 494,900 478,900
Other 2,400 8,100
583,900 564,600
$1,149,800 $1,091,000
<FN>
</TABLE>
The accompanying notes to consolidated financial statements are
an integral part of these balance sheets.
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<PAGE>
<TABLE>
C. R. BARD, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED INCOME AND RETAINED EARNINGS
(thousands except per share amounts)
(Unaudited)
<CAPTION>
For Quarter Ended For Six Months Ended
June 30, June 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net sales $295,200 $291,100 $584,400 $569,200
Costs and expenses:
Cost of goods sold 143,300 140,600 283,900 274,800
Marketing, selling
and administrative 90,000 89,800 176,400 174,800
Research & development 19,800 19,800 39,100 39,000
Interest expense 6,100 6,500 12,100 12,500
Other(income)expense,
net (3,000) (1,500) 23,300 (3,200)
Total costs and
expenses 256,200 255,200 534,800 497,900
Income before taxes 39,000 35,900 49,600 71,300
Provision(benefit)
for income taxes 11,500 10,900 (5,000) 21,400
Net income 27,500 25,000 54,600 49,900
Retained earnings,
beginning of period 487,300 442,800 478,900 427,300
Treasury stock
retired (10,800) (400) (20,300) (2,000)
Cash dividends (9,100) (7,900) (18,300) (15,700)
Retained earnings, end
of period $494,900 $459,500 $494,900 $459,500
Weighted average shares
outstanding 57,009 56,525
Net income per share $ .48 $ .44 $ .96 $ .88
Cash dividends per
share $ .16 $ .14 $ .32 $ .28
<FN>
</TABLE>
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
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<PAGE>
<TABLE>
C. R. BARD, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(thousands of dollars)
(Unaudited)
<CAPTION>
For The Six Months Ended
June 30,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 54,600 $ 49,900
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 31,100 27,600
Other non-cash items 1,000 1,800
Changes in assets and liabilities:
Current assets (27,900) (41,200)
Current liabilities (37,500) (900)
Other 1,900 (22,400)
23,200 14,800
Cash flows from investing activities:
Capital expenditures (17,900) (12,200)
Other long-term investments, net (44,000) (10,500)
(61,900) (22,700)
Cash flows from financing activities:
Purchase of common stock (20,500) (2,000)
Dividends paid (18,300) (15,700)
Short-term borrowings and other 101,300 (89,400)
Long-term borrowings (3,600) 123,100
58,900 16,000
Net increase in cash and cash
equivalents 20,200 8,100
Cash and cash equivalents
at January 1, 37,400 34,500
Cash and cash equivalents
at June 30, $ 57,600 $ 42,600
<FN>
</TABLE>
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
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<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The financial statements contained in this filing have been
prepared in accordance with the rules and regulations of the
Securities and Exchange Commission and have not been audited,
however, the Company believes that it has included all adjustments,
consisting only of normal recurring adjustments, which are
necessary to present fairly the results of operations for these
periods. The results of operations for the interim periods are not
necessarily indicative of results of operations for a full year.
These financial statements should be read in conjunction with the
Consolidated Financial Statements and Notes to Consolidated
Financial Statements as filed by the Company in the 1995 Annual
Report on Form 10-K.
The Company applies APB Opinion No. 25 "Accounting for Stock Issued
to Employees", and related interpretations in accounting for its
stock plans. No compensation expense has been recognized for the
stock-based compensation plans other than for restricted stock and
performance-based awards.
Included in the balance sheet caption "Cash and short-term
investments" are short-term investments which have maturities
greater than ninety days and amounted to $6,900,000 at June 30,
1996. These investments have not been treated as cash and cash
equivalents for cash flow presentation purposes.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Consolidated net sales for the second quarter of 1996 of
$295,200,000 was an increase of 1 percent over the second quarter
1995 sales of $291,100,000. Sales for the first six months of 1996
of $584,400,000 increased 3 percent over the $569,200,000 for the
same period last year. Sales in the U.S. for the second quarter of
1996 were $190,800,000, an increase of 1 percent from 1995, while
international sales were up 2 percent against last year. The
impact of a strengthening dollar in the second quarter decreased
sales outside the U.S. by 5 percent. For the first six months of
1996, U.S. sales totaled $384,500,000, up 2 percent, while
international sales increased 4 percent to $199,900,000. Currency
translation for the first half of 1996 decreased worldwide sales by
approximately 1 percent.
- 4 -
<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
PRODUCT GROUP SUMMARY OF NET SALES
(in thousands)
Quarter Ended June 30, Six Months Ended June 30,
Percent Percent
1996 1995 Change 1996 1995 Change
Cardiovascular $101,500 $ 98,100 3 $198,000 $189,000 5
Urological 85,600 79,500 8 169,800 158,300 7
Surgical 108,100 113,500 (5) 216,600 221,900 (2)
Net Sales $295,200 $291,100 1 $584,400 $569,200 3
Cardiovascular sales grew at a slower rate in the second quarter as
the Company awaited several key product approvals. Strong Foley
catheter sales during the quarter contributed to the 8 percent
increase in urological products. Surgical sales were lower for the
quarter due to the divestiture of a product line in December 1995
in addition to overall pricing pressure.
The gross profit of 51.5 percent for the quarter and 51.4 percent
for the six month period in 1996 was slightly lower than in 1995
due to competitive pricing pressure. Worldwide pricing pressure
has decreased sales by approximately 2 percent for the first six
months of 1996.
In addition to recurring items such as foreign exchange and
interest income,other income in the second quarter included a one
time credit of $2,500,000 related to the elimination of a
contractual arrangement for which a previous accrual had been made.
During the first quarter, the Company received additional royalty
payments pertaining to its angioplasty catheter balloon technology.
As a result first quarter other income included approximately
$9,900,000 in payments received on sales of these products for
prior periods. Also included in the first quarter are the
reversal of tax reserves of $15,000,000, the writedown of assets of
$31,000,000 ($16,800,000 net of tax) related to guidewire
technology as well as several other miscellaneous charges.
Second quarter consolidated net income of $27,500,000 increased 10
percent from the $25,000,000 second quarter results of last year.
Net income for the six months of 1996 of $54,600,000 reflected an
increase of 9 percent from the $49,900,000 for the same period last
year. Net income per share for the second quarter of 1996 of $.48
increased 9 percent over the $.44 earned in the prior year's second
quarter.
- 5 -
<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
Total borrowing increased from $265,300,000 at December 31, 1995 to
$353,900,000 at June 30, 1996. The increase is due to previously
reported acquisitions and working capital requirements. In June
1996, the Company filed a $200,000,000 shelf registration with the
Securities and Exchange Commission for the future issuance of long-term debt.
During the first six months of 1996 and 1995, the Company acquired
593,900 and 75,000, respectively, of its common shares which were
retired.
Other shareholders' investment consisted of cumulative translation
adjustment credits of $6,200,000 offset by $3,800,000 of unearned
restricted stock at June 30, 1996 and cumulative translation
adjustment credits of $12,400,000 offset by $4,300,000 of unearned
restricted stock at December 31, 1995.
PART II - OTHER INFORMATION
Item 5. Other Information
In a news release dated August 5, 1996, the Company
announced that it had agreed to acquire Impra, Inc. Such
news release is incorporated by reference and is attached
hereinto as Exhibit 99.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 12.1 - Computation of Ratio of Earnings to Fixed
Charges
(b) Exhibit 27 - Financial Data Schedule
(c) Exhibit 99 - News Release - Bard Announces Agreement To
Acquire Impra
(d) There were no reports on Form 8-K filed by the Company
during the quarter ended June 30, 1996.
- 6 -
<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
C. R. BARD, INC.
(Registrant)
William C. Bopp /s/
William C. Bopp
Executive Vice President and
Chief Financial Officer
Charles P. Grom /s/
Vice President and Controller and
Chief Accounting Officer
Date: August 7, 1996
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Exhibit 12.1
Computation of Ratio of Earnings to Fixed Charges
Six Months
Ended June 30, 1996
Earnings before taxes $49,600
Add (Deduct)
Fixed Charges $10,000
Undistributed earnings of less
than 50% owned companies
carried at equity $ (300)
Interest capitalized 0
Earnings available
for fixed charges $59,300
Fixed charges:
Interest, including amounts
capitalized $ 6,100
Proportion of rent expense
deemed to represent interest
factor $ 3,900
Fixed Charges $10,000
Ratio of earnings to fixed charges 5.93
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 64500
<SECURITIES> 0
<RECEIVABLES> 232400
<ALLOWANCES> 9600
<INVENTORY> 245600
<CURRENT-ASSETS> 552000
<PP&E> 353000
<DEPRECIATION> 138600
<TOTAL-ASSETS> 1149800
<CURRENT-LIABILITIES> 328000
<BONDS> 194800
0
0
<COMMON> 14300
<OTHER-SE> 569600
<TOTAL-LIABILITY-AND-EQUITY> 1149800
<SALES> 295200
<TOTAL-REVENUES> 295200
<CGS> 143300
<TOTAL-COSTS> 143300
<OTHER-EXPENSES> 109800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6100
<INCOME-PRETAX> 39000
<INCOME-TAX> 11500
<INCOME-CONTINUING> 27500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27500
<EPS-PRIMARY> .48
<EPS-DILUTED> .48
</TABLE>
Exhibit 99
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, NJ 07974
Contact: E. L. Parker
Vice President and Treasurer
(908) 277-8059
BARD ANNOUNCES AGREEMENT TO ACQUIRE IMPRA
Murray Hill, NJ - August 5, 1996 - C. R. Bard, Inc. (NYSE-BCR)
announced today that it has agreed to acquire Impra, Inc. Impra,
a privately held company founded in 1974 and headquartered in
Tempe, AZ, is a leader in the development, manufacturing and
marketing of PTFE vascular grafts used for blood vessel replacement
surgery. It offers more than 260 products to the vascular surgeon
as a complete line, full service supplier. In addition, Impra has
several active R&D programs in vascular graft and endovascular
technology. The transaction is subject to the appropriate
governmental review. Closing is targeted for completion in the
third quarter. Terms of the agreement, which will be a cash
merger, were not disclosed.
"This acquisition will strengthen Bard's position in one of our key
surgical markets and help fuel top line growth for 1996 and
beyond," commented William H. Longfield, chairman and CEO. "The
Impra acquisition fits very well with our strategy of strengthening
our franchise product areas while de-emphasizing those less
profitable categories. We are particularly pleased with Impra's
R&D capability, especially in the potentially large market
opportunity for covering stents. While revenue growth in the first
half has been slower than planned, new angioplasty balloons, the X-Trode
coronary stent and the Impra acquisition should improve
second-half performance."
Bard plans to consolidate its current vascular graft product line
with the Impra products and operate the new subsidiary out of the
Tempe, AZ location. John McDermott, Impra's current chief
operating officer, will manage Bard's new consolidated operation.
Separately, William C. Bopp, executive vice president and CFO
indicated that Bard has received a rating of BBB+ from Standard &
Poor's and Baa2 from Moody's. "These ratings reflect Bard's
significant market positions and financial strength and provide us
with the ability to issue long-term debt in the public market when
appropriate," said Bopp.
C. R. Bard, Inc. Headquartered in Murray Hill, NJ, is a leading
multinational developer, manufacturer and marketer of health care
products.
# # # # #
