FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1993 ------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________________________to___________ Commission file number 1-4802 -------- Becton, Dickinson and Company ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 22-0760120 - ---------------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1 Becton Drive Franklin Lakes, New Jersey 07417-1880 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (201) 847-6800 ------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 of Common Stock Shares Outstanding as of January 31, 1994 --------------------- ----------------------------------------- Common stock, par value $1.00 72,658,069 Page 1 of 11 Pages (Exhibit Index is on Page 10) PART I - FINANCIAL INFORMATION ------------------------------ Item 1. Financial Statements. --------------------- Condensed Consolidated Balance Sheets at December 31, 1993 and September 30, 1993 Condensed Consolidated Statements of Operations for the three months ended December 31, 1993 and 1992 Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 1993 and 1992 Notes to Condensed Consolidated Financial Statements -2- ITEM 1. FINANCIAL STATEMENTS BECTON, DICKINSON AND COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS Thousands of Dollars
December 31, September 30, 1993 1993 ------------ ------------ Assets (Unaudited) - ------ Current Assets: Cash and equivalents $ 27,667 $ 39,126 Short-term investments 54,747 25,753 Trade receivables, net 463,341 557,803 Inventories (Note 2): Materials 89,358 89,549 Work in process 63,592 67,257 Finished products 297,752 289,071 ----------- ------------- 450,702 445,877 Prepaid expenses, deferred taxes and other 81,178 82,183 ----------- ------------- Total Current Assets 1,077,635 1,150,742 Investments in marketable securities 123,597 123,605 Property, plant and equipment 2,378,804 2,363,856 Less allowances for depreciation and amortization 991,475 960,786 ----------- ------------- 1,387,329 1,403,070 Intangibles, net Patents and other 109,719 110,820 Goodwill 102,312 105,272 Other 193,960 194,056 ----------- ------------- Total Assets $ 2,994,552 $ 3,087,565 =========== ============= Liabilities and Shareholders' Equity - ------------------------------------ Current Liabilities: Short-term debt $ 183,719 $ 206,763 Payables and other liabilities 395,181 429,299 ----------- ------------- Total Current Liabilities 578,900 636,062 Long-term debt 702,393 680,581 Long-term employee benefit obligations 295,577 294,054 Deferred income taxes and other 21,040 19,915 Shareholders' Equity: Preferred stock 57,812 58,108 Common stock 85,349 85,349 Capital in excess of par value 105,426 104,954 Cumulative currency translation adjustments (34,094) (22,048) Retained earnings 1,592,593 1,581,196 Unearned ESOP compensation (44,969) (45,249) Shares in treasury - at cost (365,475) (305,357) ----------- ------------- Total Shareholders' Equity 1,396,642 1,456,953 ----------- ------------- Total Liabilities and Shareholders' Equity $ 2,994,552 $ 3,087,565 =========== =============
See notes to condensed consolidated financial statements -3- BECTON, DICKINSON AND COMPANY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Thousands of Dollars, Except Per Share Data (Unaudited)
Three Months Ended December 31, -------------------- 1993 1992* --------- --------- REVENUES $ 554,080 $ 560,462 Cost of products sold 312,882 319,108 Selling and administrative 157,376 158,541 Research and development 34,803 32,688 --------- --------- TOTAL OPERATING COSTS AND EXPENSES 505,061 510,337 --------- --------- OPERATING INCOME 49,019 50,125 Interest expense, net (10,843) (12,943) Other expense, net (4,366) (6,746) --------- --------- INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGES 33,810 30,436 Income tax provision 8,114 7,092 --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGES 25,696 23,344 Cumulative effect of accounting changes, net of taxes - (141,057) --------- --------- NET INCOME (LOSS) $ 25,696 $(117,713) ========= ========= EARNINGS (LOSS) PER SHARE - ------------------------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGES $ .33 $ .30 Cumulative effect of accounting changes net of taxes - (1.83) --------- --------- NET INCOME (LOSS) $ .33 $ (1.53) ========= ========= DIVIDENDS PER SHARE $ .185 $ .165 ========= ========= Average common and common equivalent shares outstanding 74,805 77,504 ========= =========
* Restated to reflect adoption of SFAS Nos. 106, 109, and 112 in the fourth quarter of fiscal 1993 retroactive to October 1, 1992. See notes to condensed consolidated financial statements -4- BECTON, DICKINSON AND COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Thousands of Dollars (Unaudited)
Three Months Ended December 31, --------------------------- 1993 1992* ---------- ------------ Operating Activities: Net income (loss) $ 25,696 $ (117,713) Adjustments to net income (loss) to derive net cash provided by operating activities: Cumulative effect of accounting changes, net of taxes - 141,057 Depreciation and amortization 49,725 45,329 Change in working capital 29,882 4,078 Other, net 9,258 10,240 ---------- ------------ Net cash provided by operating activities 114,561 82,991 ---------- ------------ Investing Activities: Capital expenditures (29,606) (40,320) Change in investments, net (28,310) (469) Other, net (11,875) (10,803) ---------- ------------ Net cash used for investing activities (69,791) (51,592) ---------- ------------ Financing Activities: Change in short-term debt (16,041) (13,195) Proceeds of long-term debt 22,917 591 Payments of long-term debt (1,952) (1,290) Issuance of common stock 1,920 7,321 Repurchase of common stock (61,566) - Dividends paid (949) (960) ---------- ------------ Net cash used for financing activities (55,671) (7,533) ---------- ------------ Effect of Exchange Rate Changes on Cash and Equivalents (558) (3,928) ---------- ------------ Net (decrease) increase in cash and equivalents (11,459) 19,938 Opening Cash and Equivalents 39,126 56,631 ---------- ------------ Closing Cash and Equivalents $ 27,667 $ 76,569 =========== ============ * Restated to reflect the adoption of SFAS Nos. 106, 109 and 112 in the fourth quarter of fiscal 1993 retroactive to October 1, 1992.
See notes to condensed consolidated financial statements -5- BECTON, DICKINSON AND COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1993 Note 1 - Basis of Presentation - ------------------------------ The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, in the opinion of the management of the Company, include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of financial position and the results of operations and cash flows for the periods presented. However, the financial statements do not include all information and footnotes required for a presentation in accordance with generally accepted accounting principles. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included or incorporated by reference in the Company's 1993 Annual Report on Form 10-K. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. Note 2 - Inventory Valuation - ---------------------------- An actual valuation of inventory under the LIFO method can be made only at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management's estimates of expected year-end inventory levels and costs. -6- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. -------------------------------------------------------- Results of Operations - --------------------- First quarter reported revenues of $554 million were slightly below the prior year's revenues of $560 million. Revenues would have increased 3% after excluding the estimated $23 million adverse impact of foreign currency translation. In comparison with last year's first quarter double-digit growth rate, which was the result of a strong surge in revenues related to new products, the growth rate in the first quarter of 1994 was modest. The growth rate of high volume Medical and Diagnostic products in the Company's core businesses continued to be satisfactory. Medical Supplies and Devices segment revenues of $296 million decreased 2% and Diagnostic Systems segment revenues of $258 million decreased 1%, but would have increased an estimated 2% and 3.5%, respectively, after excluding the adverse impact of foreign currency translation. Domestic Medical segment revenues were slightly above last year. Proposals for health care reform in the United States do not appear to have affected the growth rate of core products, including safety products recently introduced to address the heightened concern for safety among health care workers. International Medical segment revenues decreased 4%, but would have increased an estimated 5% after excluding the unfavorable impact of foreign currency translation. Domestic Diagnostic segment revenues increased 2%. International Diagnostic segment revenues decreased 4%, but would have increased an estimated 5% after excluding the adverse impact of foreign currency translation. In comparison with last year, revenue growth was adversely affected by the continuing economic weakness in southern European countries, especially Italy and Spain, as well as by the shipments of newly introduced instrumentation in the first quarter of last year. The gross profit margin of 43.5% was higher than last year's first quarter rate of 43.1%. The mix of product revenues, as well as productivity improvements, were the principal reasons for the improvement. Selling and administrative expense was 28.4% of revenues, about the same as last year's first quarter ratio of 28.3%. Reported expense of $157 million was slightly lower than last year, reflecting a modest favorable impact from foreign currency translation, as well as tight spending controls. Investment of $35 million in research and development increased 6% over last year's first quarter expenditures. As a percent of revenues, research and development expense was 6.3%, compared with last year's 5.8%. Operating income of $49 million was slightly below last year. After excluding the negative effect of foreign currency translation, operating income would have increased an estimated 8%, reflecting improved gross profit margin and the successful implementation of spending controls. Net interest expense of $11 million was $2 million lower than last year's first quarter. Lower interest rates and lower debt levels more than offset a reduction in capitalized interest. Other expense, net of $4 million was $2 million favorable to last year, due to lower charges related to foreign exchange transactions. The first quarter income tax rate was 24%, compared with last year's first quarter rate of 23.3%. -7- Income before cumulative effect of accounting changes was $26 million compared with $23 million last year, an increase of 10%. Net income was $26 million, compared with a net loss of $118 million last year which included an after-tax charge of $141 million, or $1.83 per share, representing the cumulative effect of accounting changes adopted in 1993. Earnings per share were $.33, an increase of 10% over last year's $.30 before the cumulative effect of accounting changes. Foreign currency translation decreased earnings per share by an estimated $.04. Without this adverse impact, earnings per share would have increased 23%. Financial Condition - ------------------- During the first quarter of 1994, cash provided by operations was $115 million, compared with $83 million during the first quarter of last year. Debt remained basically unchanged during the first quarter of 1994. The percentage of debt to capitalization (defined as the sum of shareholders' equity, net non-current deferred income tax liabilities, and debt) was 38.7%, lower than 39.2% a year ago. Last year's ratio has been restated to reflect the cumulative effect of accounting changes adopted in fiscal 1993 retroactive to October 1, 1992. Capital expenditures for the quarter were $30 million compared with $40 million during the first quarter of last year. For the full year, capital expenditures are expected to be more than 15% lower than last year's $184 million. Because of its strong credit ratings, the Company believes it has the capacity to arrange significant additional borrowings should the need arise. During the first quarter of 1994, the Company repurchased 1.7 million shares of its common stock at an average cost of $36.48. At December 31, 1993, authorization from the Board of Directors remained to acquire an additional 3.5 million shares. At its November 1993 meeting, the Board of Directors increased the Company's quarterly dividend from $.165 to $.185 per common share. -8- PART II - OTHER INFORMATION --------------------------- Item 6. Exhibits and Reports on Form 8-K. --------------------------------- a) Exhibits 11 - Computation of Earnings Per Share. b) Reports on Form 8-K There were no reports on Form 8-K filed for the quarter ended December 31, 1993. 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 thereunto duly authorized. Becton, Dickinson and Company ----------------------------- (Registrant) Date February 11, 1994 ------------------------ /s/Robert A. Reynolds ---------------------------------------- Robert A. Reynolds Vice President - Finance and Controller (Principal Financial and Accounting Officer) -9- EXHIBIT INDEX -------------
Exhibit Method of Sequential Number Description Filing Page Number - --------- ----------------------- ----------- ----------- 11 Computation of Earnings Filed with 11 Per Share this report
-10-