8-K: Current report filing
Published on November 5, 2019
UNITED STATES
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) November 5, 2019
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 5, 2019, Becton, Dickinson and Company (“BD”) issued a press release announcing its financial results for its fourth fiscal quarter and full fiscal year ending September 30, 2019. A copy of the press release is furnished as Exhibit 99.1 to this report.
The press release furnished as Exhibit 99.1 contains certain financial measures that differ from those presented in accordance with U.S. generally accepted accounting principles (“non-GAAP measures”), as follows:
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Currency-Neutral Revenue Growth. We present revenue growth rates for our fourth quarter and 2019 fiscal year over the corresponding prior periods, and our estimated revenue growth for our 2020 fiscal year, after eliminating the effect of foreign currency translation, which can fluctuate from period to period. Management believes these adjustments help investors to better understand the underlying performance (and anticipated performance) of BD and evaluate such performance in comparison to the prior periods.
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Comparable Revenue Growth. We present revenue growth for our fourth quarter and our 2019 fiscal year on a “comparable”, currency-neutral basis, which includes the results of C.R. Bard, Inc. ("Bard") in the prior year period, as applicable, and adjustments to (1) eliminate revenues relating to divestitures, (2) reflect cumulative customer rebate and incentive fees relating to fiscal year 2018, (3) account for the reclassification of certain royalties previously reported by Bard as revenues; and (4) eliminate intercompany revenues. We believe these measures help investors better understand and evaluate the BD's underlying performance for the periods presented by adjusting for items that effect year-to-year comparability. Fiscal year 2019 adjusted comparable revenues are presented for illustrative purposes only, and are not necessarily indicative of the operating results or financial position that would have occurred if the Bard acquisition had been consummated at the beginning of our 2018 fiscal year.
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Adjusted Earnings Per Share. We present diluted earnings per share (“EPS”) for our fourth quarter and 2019 fiscal year, and the corresponding prior periods, after eliminating items that we believe are not part of our ordinary operations and affect the comparability of the periods presented (“adjusted EPS”). Adjusted EPS includes adjustments for, as applicable, purchase accounting adjustments, acquisition-related transaction, integration and restructuring costs, the impact of the extinguishment of long-term debt, certain regulatory costs, divestiture-related gains, hurricane-related items, certain litigation and recall charges and costs, certain asset impairments, the financing impacts associated with, and the dilutive impact of shares issued to fund, the Bard acquisition, and the impact of U.S. tax reform. We believe adjustments for these items allow investors to better understand the underlying operating results of BD and facilitate comparisons between the periods shown. We also show the growth in adjusted EPS compared to the prior year period after eliminating the impact of foreign currency translation, which can fluctuate from period to period, to further enable investors to evaluate BD’s underlying earnings performance compared to the prior periods. Details regarding these adjustments can be found in the schedules included in the press release furnished as Exhibit 99.1.
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We also present our estimated adjusted EPS growth for our 2020 fiscal year after adjusting for the anticipated impact of foreign currency translation. Management believes that this adjustment allows investors to better evaluate BD’s anticipated underlying earnings performance for our 2020 fiscal year in relation to our underlying 2019 fiscal year performance.
BD’s management uses each of these non-GAAP measures in its own evaluation of BD’s performance, particularly when comparing performance to past periods and to the performance of peer companies. Management also uses the non-GAAP results for budget planning purposes on a quarterly and annual basis.
BD provides non-GAAP measures to investors on a supplemental basis in addition to our GAAP results, as they provide additional insight into BD’s financial results. Management believes the non-GAAP results provide a reasonable measure of BD’s underlying performance before the effects of items that are considered by management to be outside of BD’s underlying operational results or that affect period to period comparability. However, non-GAAP results should not be considered in isolation and are not in accordance with, or a substitute for, GAAP results. Also, our non-GAAP results may differ from similar measures used by other companies, even if similar terms are used to identify such measures. Although BD’s management believes non-GAAP results are useful in evaluating the performance of its business, its reliance on these measures is limited since items excluded from such measures may have a material impact on BD’s net income, earnings per share or cash flows calculated in accordance with GAAP. Therefore, management typically uses non-GAAP results in conjunction with GAAP results to address these limitations. Investors should also consider these limitations when evaluating BD’s results.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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 hereunto duly authorized.
BECTON, DICKINSON AND COMPANY
(Registrant)
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/s/ Gary DeFazio |
Gary DeFazio |
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Senior Vice President and Corporate Secretary |
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Date: November 5, 2019