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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): July 1, 2001
EDWARDS LIFESCIENCES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware | 1-15525 | 36-4316614 |
(STATE OR OTHER JURISDICTION OF INCORPORATION) | (COMMISSION FILE NUMBER) | (I.R.S. EMPLOYER IDENTIFICATION NO.) |
One Edwards Way, Irvine, California 92614
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 250-2500
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On July 1, 2001, an affiliate of Edwards Lifesciences Corporation completed the sale of the stock of Edwards Lifesciences Cardiovascular Resources, Inc., a Pennsylvania corporation ("ELCVR"), to an affiliate of Fresenius Medical Care AG for cash proceeds of approximately $45 million. ELCVR's assets are located primarily in the United States and Puerto Rico and are used in the provision of perfusion services and related clinical services.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Unaudited pro forma financial information
On July 1, 2001, an affiliate of Edwards Lifesciences Corporation (the "Company") completed the sale of the stock of Edwards Lifesciences Cardiovascular Resources, Inc., a Pennsylvania corporation ("ELCVR"), to an affiliate of Fresenius Medical Care AG for cash proceeds of approximately $45 million. ELCVR's assets are located primarily in the United States and Puerto Rico and are used in the provision of perfusion services and related clinical services.
The following unaudited pro forma consolidated condensed statements of income for the three months ended March 31, 2001 and for the year ended December 31, 2000 give effect to the sale by the Company of ELCVR as if it had occurred on January 1 of each period, and the unaudited pro forma consolidated condensed balance sheet at March 31, 2001 gives effect to the sale as if it had occurred at March 31, 2001.
The unaudited pro forma financial information does not purport to be indicative of either the results of future operations or the results of operations that would have occurred had the disposition been consummated on the dates indicated. The pro forma financial information is based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma financial information should be read in conjunction with the Company's historical consolidated financial statements and notes thereto previously filed in the Company's Form 10-K for the year ended December 31, 2000 and Form 10-Q for the three months ended March 31, 2001.
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EDWARDS LIFESCIENCES CORPORATION
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
(unaudited) (in millions, except per share data)
| Three Months Ended March 31, 2001 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
| Historical | Pro Forma Adjustments(a) | Pro Forma | ||||||||
Net sales | $ | 191.9 | $ | (31.1 | ) | $ | 160.8 | ||||
Cost of goods sold | 96.2 | (25.3 | ) | 70.9 | |||||||
Gross profit | 95.7 | (5.8 | ) | 89.9 | |||||||
Selling, general and administrative expenses | 53.8 | (2.8 | ) | 51.0 | |||||||
Research and development expenses | 13.1 | 13.1 | |||||||||
Goodwill amortization | 5.7 | (2.0 | ) | 3.7 | |||||||
Other operating income | (3.9 | ) | (3.9 | ) | |||||||
68.7 | (4.8 | ) | 63.9 | ||||||||
Operating income | 27.0 | (1.0 | ) | 26.0 | |||||||
Interest expense | 5.5 | 5.5 | |||||||||
Other expense, net | 1.5 | 0.2 | 1.7 | ||||||||
Income before provision for income taxes | 20.0 | (1.2 | ) | 18.8 | |||||||
Provision for income taxes | 5.8 | (1.3 | ) | 4.5 | |||||||
Income before cumulative effect of change in accounting principle | 14.2 | 0.1 | 14.3 | ||||||||
Cumulative effect of change in accounting principle | 1.5 | 1.5 | |||||||||
Net income | $ | 12.7 | $ | 0.1 | $ | 12.8 | |||||
Share information: | |||||||||||
Net income per share | |||||||||||
Basic | $ | 0.22 | $ | 0.22 | |||||||
Diluted | $ | 0.21 | $ | 0.21 | |||||||
Weighted average number of common shares outstanding | |||||||||||
Basic | 58.7 | 58.7 | |||||||||
Diluted | 60.3 | 60.3 |
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| Year Ended December 31, 2000 | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
| Historical | Pro Forma Adjustments(a) | Pro Forma | ||||||||
Net sales | $ | 803.9 | $ | (121.8 | ) | $ | 682.1 | ||||
Cost of goods sold | 423.2 | (102.6 | ) | 320.6 | |||||||
Gross profit | 380.7 | (19.2 | ) | 361.5 | |||||||
Selling, general and administrative expenses | 216.1 | (11.9 | ) | 204.2 | |||||||
Research and development expenses | 54.4 | 54.4 | |||||||||
Goodwill amortization | 28.5 | (7.9 | ) | 20.6 | |||||||
Disposition of assets and other non-recurring charges, net | 312.2 | 312.2 | |||||||||
Non-recurring spin-off expenses | 18.4 | 18.4 | |||||||||
Other operating income | (14.0 | ) | (14.0 | ) | |||||||
615.6 | (19.8 | ) | 595.8 | ||||||||
Operating loss | (234.9 | ) | 0.6 | (234.3 | ) | ||||||
Interest expense | 20.0 | 20.0 | |||||||||
Other expense, net | 3.6 | (0.5 | ) | 3.1 | |||||||
Loss before provision for income taxes | (258.5 | ) | 1.1 | (257.4 | ) | ||||||
Provision for income taxes | 13.0 | (2.4 | ) | 10.6 | |||||||
Net loss | $ | (271.5 | ) | $ | 3.5 | $ | (268.0 | ) | |||
Share information: | |||||||||||
Pro forma net loss per share | |||||||||||
Basic | (b) | $ | (4.59 | ) | |||||||
Diluted | (b) | $ | (4.59 | ) | |||||||
Weighted average number of common shares outstanding | |||||||||||
Basic | (b) | 58.4 | |||||||||
Diluted | (b) | 58.4 |
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EDWARDS LIFESCIENCES CORPORATION
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
(unaudited) ($ in millions)
March 31, 2001
| Historical | Pro Forma Adjustments | Pro Forma | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ | 17.9 | $ | 45.0 | (d) | $ | 62.9 | ||||
Accounts receivables, net | 136.2 | (20.3 | )(c) | 115.9 | |||||||
Inventories | 88.4 | (11.7 | )(c) | 76.7 | |||||||
Deferred income taxes | 24.8 | 24.8 | |||||||||
Prepaid expenses and other current assets | 39.1 | (1.1 | )(c) | 38.0 | |||||||
Total current assets | 306.4 | 11.9 | 318.3 | ||||||||
Property, plant and equipment, net | 185.4 | (14.0 | )(c) | 171.4 | |||||||
Investments in unconsolidated affiliates | 94.4 | 94.4 | |||||||||
Goodwill and other intangibles, net | 503.7 | (82.1 | )(c) | 421.6 | |||||||
Other assets | 13.0 | 13.0 | |||||||||
$ | 1,102.9 | $ | (84.2 | ) | $ | 1,018.7 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
Current liabilities | |||||||||||
Accounts payable and accrued liabilities | $ | 167.4 | $ | (13.3 | )(c) | $ | 154.1 | ||||
Short-term debt | 61.5 | 61.5 | |||||||||
Total current liabilities | 228.9 | (13.3 | ) | 215.6 | |||||||
Long-term debt | 352.9 | 352.9 | |||||||||
Other liabilities | 57.1 | 57.1 | |||||||||
Commitments and contingent liabilities | |||||||||||
Stockholders' Equity | |||||||||||
Common Stock, $1 par value, authorized 350,000,000 shares, 58,786,662 shares outstanding | 58.8 | 58.8 | |||||||||
Additional contributed capital | 279.0 | 279.0 | |||||||||
Retained earnings | 111.8 | (70.9 | )(c) | 40.9 | |||||||
Accumulated other comprehensive loss | 14.4 | 14.4 | |||||||||
Total equity | 464.0 | (70.9 | ) | 393.1 | |||||||
$ | 1,102.9 | $ | (84.2 | ) | $ | 1,018.7 | |||||
- (a)
- To reflect the impact on operating results from the sale of the stock of Edwards Lifesciences Cardiovascular Resources, Inc. as if the disposition had taken place on January 1 of each period.
- (b)
- No earnings per share data for the historical year ended December 31, 2000 is presented as the Company's earnings were part of Baxter International Inc.'s earnings through the close of business on March 31, 2000.
- (c)
- To record the removal of assets and liabilities of operations sold and record estimated transaction costs.
- (d)
- To record receipt of estimated cash proceeds of $45 million.
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(c) Pursuant to General Instruction F of Form 8-K, the following documents are incorporated by reference herein and attached as an exhibit hereto:
Exhibit | Description | |
---|---|---|
2.1 | Stock Purchase Agreement, dated as of June 1, 2001 between Edwards Lifesciences (U.S.) Inc., a Delaware corporation, Franconia Acquisition LLC, a Delaware limited liability company and Fresenius Medical Care Holdings, Inc. a New York corporation. | |
99.1 | Edwards Lifesciences Corporation press release dated July 2, 2001. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EDWARDS LIFESCIENCES CORPORATION (Registrant) | ||||
Date: July 16, 2001 | By: | /s/ BRUCE J. BENTCOVER | ||
Name: Bruce J. Bentcover Title:Corporate Vice President, Chief Financial Officer and Treasurer |
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EDWARDS LIFESCIENCES CORPORATION
INDEX TO EXHIBITS
EXHIBIT NUMBER | EXHIBIT | |
---|---|---|
2.1 | Stock Purchase Agreement, dated as of June 1, 2001 between Edwards Lifesciences (U.S.) Inc., a Delaware corporation, Franconia Acquisition LLC, a Delaware limited liability company and Fresenius Medical Care Holdings, Inc., a New York corporation. | |
99.1 | Edwards Lifesciences Corporation press release dated July 2, 2001. |
EDWARDS LIFESCIENCES CORPORATION PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME (unaudited) (in millions, except per share data)
EDWARDS LIFESCIENCES CORPORATION PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET (unaudited) ($ in millions) March 31, 2001
SIGNATURES
EDWARDS LIFESCIENCES CORPORATION INDEX TO EXHIBITS