8-K/AOther Events

BRISTOL MYERS SQUIBB CO 8-K/A Report (Sep 20, 2001)

Filed September 20, 2001For Securities:BMYCELG-RIBMYMP

Summary

This 8-K/A filing from Bristol Myers Squibb Company (BMY) details the company's amendment regarding the acquisition of DuPont's pharmaceuticals business. The filing includes extensive financial statements for the DuPont Pharmaceuticals business, covering both audited full-year results for 2000 and 1999, and unaudited interim results for the six months ended June 30, 2001 and 2000. It also presents pro forma financial information giving effect to the acquisition. Investors should note the financial performance of the acquired business, including its net sales, expenses, and profitability, as presented in these statements, as well as the significant pro forma adjustments reflecting the financing of the acquisition and other divestitures by BMY. The primary focus of this amendment is to provide the necessary financial disclosures related to the acquisition. The provided financial data allows investors to assess the financial health and operational performance of the DuPont Pharmaceuticals business prior to its integration into Bristol Myers Squibb. Key aspects include the balance sheet information (assets, liabilities, and net assets to be sold), income statements showing revenue and expenses, and cash flow statements. The pro forma information is crucial for understanding the combined entity's projected financial position and performance post-acquisition, including the impact of debt financing and other strategic moves by BMY.

Key Highlights

  • 1Bristol Myers Squibb (BMY) filed an amendment (8-K/A) on September 20, 2001, related to the acquisition of DuPont's pharmaceuticals business.
  • 2The filing provides detailed combined financial statements for the DuPont Pharmaceuticals business for the years ended December 31, 2000 and 1999, and for the six months ended June 30, 2001 and 2000.
  • 3The financial statements include the Statement of Operations, Statement of Net Assets to be Sold, and Statement of Cash Flows for the DuPont Pharmaceuticals business.
  • 4The document also includes unaudited pro forma financial information for Bristol Myers Squibb, reflecting the acquisition of DuPont Pharmaceuticals and related financing, as well as the divestiture of other businesses (e.g., Clairol).
  • 5The DuPont Pharmaceuticals business reported net sales of $1.459 billion in 2000 and $1.618 billion in 1999, and a net loss of $137 million in 2000 and net income of $175 million in 1999.
  • 6For the six months ended June 30, 2001, the DuPont Pharmaceuticals business reported net sales of $543 million and a net loss of $253 million, compared to net sales of $771 million and a net loss of $26 million for the same period in 2000.
  • 7Significant pro forma adjustments include the issuance of $2.0 billion in notes due 2006, $2.0 billion in notes due 2011, $2.5 billion in commercial paper, and the use of $1.3 billion of BMY cash to fund the acquisition, alongside proceeds from the sale of the Clairol business.

Frequently Asked Questions

This filing is an amendment to a previous 8-K report, primarily to provide the detailed historical financial statements of the DuPont Pharmaceuticals business that Bristol Myers Squibb Company is acquiring. It also includes pro forma financial information reflecting the impact of this acquisition on Bristol Myers Squibb.

For the full year 2000, the DuPont Pharmaceuticals business reported net sales of $1.459 billion and a net loss of $137 million. For the six months ended June 30, 2001, it reported net sales of $543 million and a net loss of $253 million. This indicates a decline in sales and a worsening loss in the interim period compared to the prior year.

The pro forma adjustments reflect the financing for the DuPont Pharmaceuticals acquisition, including significant debt issuances ($4 billion in notes and $2.5 billion in commercial paper) and the use of $1.3 billion of Bristol Myers Squibb's cash. It also accounts for the anticipated sale of Bristol Myers Squibb's Clairol business, which is expected to provide significant proceeds used to repay commercial paper.

Yes, several items are excluded from the sale, including cash and short-term investments, specific notes receivable (except those from Endo Pharmaceuticals), rights to Cozaar/Hyzaar/Fortzaar and certain Cox-2 patents, certain equity financial instruments, and specified land and facilities which DuPont will lease back. Certain tax liabilities and deferred compensation/postretirement benefit liabilities are also excluded, with some exceptions for active employees.