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Boston Scientific Announces Third Quarter 2012 Results Boston Scientific Corporation (NYSE: BSX) generated sales of $1.735 billion and adjusted earnings per share of $0.16 for the third quarter ended...

Key Takeaway: NATICK, Mass. , Oct. 18, 2012 /PRNewswire/ -- Boston Scientific Corporation (NYSE: BSX ) generated sales of $1.735 billion and adjusted earnings per share of $0.16 for the third quarter ended September 30 , 2012. The company reported a GAAP loss of $0.52 per share, lower than pre

Full Press Release Details

NATICK, Mass. , Oct. 18, 2012 /PRNewswire/ -- Boston Scientific Corporation (NYSE: BSX ) generated sales of $1.735 billion and adjusted earnings per share of $0.16 for the third quarter ended September 30 , 2012. The company reported a GAAP loss of $0.52 per share, lower than previous guidance due primarily to the impact of an estimated $809 million (pre and post-tax) goodwill impairment charge associated with the company's U.S. Cardiac Rhythm Management (CRM) reporting unit.
Third quarter results and recent developments:
"Despite increased competition and on-going market challenges in our cardiology businesses, we continue to deliver on our adjusted earnings and free cash flow and saw encouraging year over year performance in nearly all of our other businesses," said Hank Kucheman , chief executive officer, Boston Scientific. "We remain focused on executing our strategy to drive this organization back to revenue growth, as evidenced by recent regulatory approvals and acquisitions, and continued progress on our cost optimization initiatives."
Third Quarter 2012
Sales for the third quarter of 2012 were $1.735 billion , compared to sales of $1.874 billion for the third quarter of 2011, a decrease of 7 percent. Excluding the impact of foreign currency and sales from divested businesses, sales decreased 5 percent compared to the prior period.
Worldwide sales for the third quarter - on a constant currency and as reported basis - were as follows:
Change
Three Months Ended As Reported Constant
September 30, Currency Currency
in millions 2012 2011 Basis Basis
Interventional Cardiology $ 494 $ 613 (20)% (17)%
Cardiac Rhythm Management 462 503 (8)% (6)%
Endoscopy 310 298 4 % 7 %
Peripheral Interventions 189 182 4 % 7 %
Urology/Women's Health 125 124 - % 1 %
Neuromodulation 88 84 5 % 5 %
Electrophysiology 35 36 (2)% - %
Subtotal Core Businesses 1,703 1,840 (7)% (5)%
Divested Businesses 32 34 N/A N/A
Worldwide $ 1,735 $ 1,874 (7)% (5)%
Growth rates are based on actual, non-rounded amounts and may not recalculate precisely.
During the third quarter, the Company recorded a non-cash $809 million (pre and post-tax) estimated goodwill impairment charge associated with its U.S. CRM reporting unit, primarily driven by the reduction in the estimated size of the U.S. CRM market and related adjustments to the business, and other competitive factors, which led to lower projected U.S. CRM results compared to prior forecasts. As a result, GAAP EPS for the third quarter of 2012 was below previous guidance, and the company's updated full year GAAP EPS guidance reflects this charge. The amount of the goodwill impairment charge is subject to finalization and is expected to be in a range of $700 million to $900 million .
On a GAAP basis, net loss for the third quarter of 2012 was $725 million , or a loss of $0.52 per share. These results included goodwill and other intangible asset impairment charges, acquisition- and divestiture-related net credits, restructuring- and litigation-related charges, discrete tax items and amortization expense, of $946 million , or $0.68 per share. Adjusted net income for the third quarter of 2012, excluding these charges, was $221 million , or $0.16 per share.
On a GAAP basis, net income for the third quarter of 2011 was 142 million, or $0.09 per share. Reported results included an intangible asset impairment charge, acquisition-related expenses, divestiture-related net credits, restructuring-related charges, discrete tax benefits and amortization expense, of $81 million , or $0.06 per share. Adjusted net income for the third quarter of 2011, excluding these charges, was $223 million , or $0.15 per share.
Guidance for Fourth Quarter and Full Year 2012
The company estimates sales for the fourth quarter of 2012 in a range of $1.740 billion to $1.815 billion . The company estimates earnings on a GAAP basis in a range of $0.06 to $0.09 per share. Adjusted earnings, excluding acquisition- and restructuring-related charges and amortization expense are estimated in a range of $0.15 to $0.18 per share.
The company estimates sales for the full year 2012 in a range of $7.168 billion to $7.243 billion . The company estimates losses on a GAAP basis in a range of $2.89 to $2.86 per share. Adjusted earnings, excluding goodwill and other intangible asset impairment charges, acquisition- and divestiture-related net credits, restructuring- and litigation-related charges, discrete tax items, and amortization expense are estimated in a range of $0.63 to $0.66 per share.
Conference Call Information
Boston Scientific management will be discussing these results with analysts on a conference call today at 8:00 a.m. (EDT) . The company will webcast the call through the Investor Relations section of its website at www.bostonscientific.com/investors . Details about how to access the webcast are available on the website. The webcast will be available for approximately one year following the conference call.
About Boston Scientific
Boston Scientific is a worldwide developer, manufacturer and marketer of medical devices that are used in a broad range of interventional medical specialties. For more information, please visit: www.bostonscientific.com .
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like "anticipate," "expect," "project," "believe," "plan," "estimate," "intend" and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding our expected net sales, GAAP earnings/losses and adjusted earnings for the fourth quarter and full year 2012; the write-down of our goodwill and other asset impairments; our financial performance; markets for our products and our market share; our cost-savings and growth initiatives; and our positioning for revenue growth. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These risks and uncertainties, in some cases, have affected and in the future could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.
Use of Non-GAAP Financial Information
A reconciliation of the company's non-GAAP financial measures to the corresponding GAAP measures, and an explanation of the company's use of these non-GAAP financial measures, is included in the exhibits attached to this press release.
CONTACT: Steven Campanini
508-652-5740 (office)
Media Relations
Boston Scientific Corporation
[email protected]
Denise Kaigler
508-650-8330 (office)
Media Relations
Boston Scientific Corporation
[email protected]
Michael Campbell
508-650-8023 (office)
Investor Relations
Boston Scientific Corporation
[email protected]
BOSTON SCIENTIFIC CORPORATION CONDENSED CONSOLIDATED GAAP RESULTS OF OPERATIONS (Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
in millions, except per share data 2012 2011 2012 2011
Net sales $ 1,735 $ 1,874 $ 5,428 $ 5,774
Cost of products sold 558 680 1,767 1,999
Gross profit 1,177 1,194 3,661 3,775
Operating expenses:
Selling, general and administrative expenses 589 629 1,895 1,866
Research and development expenses 220 229 648 665
Royalty expense 29 36 125 140
Amortization expense 99 97 294 325
Goodwill impairment charges 809 4,411 697
Intangible asset impairment charges 13 9 142 21
Contingent consideration expense (benefit) (20) 6 (9) 18
Restructuring charges 54 22 93 77
Litigation-related charges 50 119
Gain on divestiture (11) (8) (11) (768)
1,832 1,020 7,707 3,041
Operating (loss) income (655) 174 (4,046) 734
Other (expense) income:
Interest expense (65) (62) (197) (210)
Other, net (4) (1) 23 18
(Loss) income before income taxes (724) 111 (4,220) 542
Income tax (benefit) expense 1 (31) (30) 208
Net (loss) income $ (725) $ 142 $ (4,190) $ 334
Net (loss) income per common share - basic $ (0.52) $ 0.09 $ (2.95) $ 0.22
Net (loss) income per common share - assuming dilution $ (0.52) $ 0.09 $ (2.95) $ 0.22
Weighted-average shares outstanding
Basic 1,392.5 1,514.4 1,420.3 1,523.1
Assuming dilution 1,392.5 1,524.0 1,420.3 1,532.0
BOSTON SCIENTIFIC CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS
As of
September 30, December 31,
in millions, except share and per share data 2012 2011
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 352 $ 267
Trade accounts receivable, net 1,197 1,246
Inventories 911 931
Deferred income taxes 483 458
Prepaid expenses and other current assets 230 203
Total current assets 3,173 3,105
Property, plant and equipment, net 1,624 1,670
Goodwill 5,663 9,761
Other intangible assets, net 6,154 6,473
Other long-term assets 223 281
$ 16,837 $ 21,290
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current debt obligations $ 3 $ 4
Accounts payable 228 203
Accrued expenses 1,325 1,327
Other current liabilities 204 273
Total current liabilities 1,760 1,807
Long-term debt 4,252 4,257
Deferred income taxes 1,760 1,865
Other long-term liabilities 2,298 2,008
Commitments and contingencies
Stockholders' equity
Preferred stock, $.01 par value - authorized 50,000,000
shares, none issued and outstanding
Common stock, $.01 par value - authorized 2,000,000,000
shares and issued 1,541,569,188 shares as of September 30, 2012 15 15
and 1,531,006,390 shares as of December 31, 2011
Treasury stock, at cost -168,697,617 shares as of September 30, 2012 (992) (492)
and 81,950,716 shares as of December 31, 2011
Additional paid-in capital 16,427 16,349
Accumulated deficit (8,571) (4,381)
Accumulated other comprehensive loss, net of tax (112) (138)
Total stockholders' equity 6,767 11,353
$ 16,837 $ 21,290
BOSTON SCIENTIFIC CORPORATION NON-GAAP NET INCOME AND NET INCOME PER COMMON SHARE RECONCILIATIONS (Unaudited)
Three Months Ended September 30,
2012 2011
Net Impact Impact
(loss) per diluted Net per diluted
in millions, except per share data income share income share
GAAP net (loss) income $ (725) $ (0.52) $ 142 $ 0.09
Non-GAAP adjustments:
Goodwill impairment charge 809 0.58 *
Intangible asset impairment charges 10 0.01 * 7 0.01
Acquisition-related net (credits) charges (20) (0.01) * 7 0.01
Divestiture-related net credits (8) (0.01) * (5) 0.00
Restructuring-related charges 39 0.03 * 19 0.01
Litigation-related charges 32 0.02 *
Discrete tax items 1 - * (25) (0.02)
Amortization expense 83 0.06 * 78 0.05
Adjusted net income $ 221 $ 0.16 $ 223 $ 0.15
* Assumes dilution of 6.8 million shares for the three months ended September 30, 2012 for all or a portion of these non-GAAP adjustments.
Nine Months Ended September 30,
2012 2011
Net Impact Impact
(loss) per diluted Net per diluted
in millions, except per share data income share income share
GAAP net (loss) income $ (4,190) $ (2.95) * $ 334 $ 0.22
Non-GAAP adjustments:
Goodwill impairment charges 4,389 3.09 * 697 0.45
Intangible asset impairment charges 119 0.09 * 16 0.01
Acquisition-related net credits (30) (0.02) * (17) (0.01)
Divestiture-related net credits (5) - * (533) (0.35)
Restructuring-related charges 76 0.05 * 75 0.05
Litigation-related charges 72 0.05 *
Discrete tax items 1 - * (21) (0.01)
Amortization expense 248 0.17 * 271 0.18
Adjusted net income $ 680 $ 0.48 $ 822 $ 0.54
* Assumes dilution of 7.2 million shares for the nine months ended September 30, 2012 for all or a portion of these non-GAAP adjustments.
An explanation of the Company's use of these non-GAAP financial measures is provided at the end of this document.
BOSTON SCIENTIFIC CORPORATION NON-GAAP NET INCOME AND NET INCOME PER COMMON SHARE RECONCILIATIONS (CONT.) (Unaudited)
Three Months Ended Nine Months Ended
in millions September 30, September 30,
2012 2011 2012 2011
Goodwill impairment charges:
Goodwill impairment charges $ 809 $ 4,411 $ 697
Income tax benefit (a) (22)
Goodwill impairment charges, net of tax $ 809 $ 4,389 $ 697
Intangible asset impairment charges:
Intangible asset impairment charges $ 13 $ 9 $ 142 $ 21
Income tax benefit (a) (3) (2) (23) (5)
Intangible asset impairment charges, net of tax $ 10 $ 7 $ 119 $ 16
Acquisition-related net (credits) charges:
Contingent consideration (benefit) expense $ (20) $ 6 $ (9) $ 18
Acquisition-related costs (b) 1 7 3
Inventory step-up adjustment (c) 1 2
Gain on previously held investments (d) (39) (38)
(20) 8 (41) (15)
Income tax expense (benefit) (a) (1) 11 (2)
Acquisition-related net (credits) charges, net of tax $ (20) $ 7 $ (30) $ (17)
Divestiture-related net credits:
Gain on divestiture $ (11) $ (8) $ (11) $ (768)
Divestiture-related costs (c) $ 1 1 $ 4 4
(10) (7) (7) (764)
Income tax expense (a) 2 2 2 231
Divestiture-related net credits, net of tax $ (8) $ (5) $ (5) $ (533)
Restructuring-related charges:
Restructuring charges $ 54 $ 22 $ 93 $ 77
Restructuring-related charges (e) 4 7 15 32
58 29 108 109
Income tax benefit (a) (19) (10) (32) (34)
Restructuring-related charges, net of tax $ 39 $ 19 $ 76 $ 75
Litigation-related net charges:
Litigation-related net charges $ 50 $ 119
Income tax benefit (a) (18) (47)
Litigation-related net charges, net of tax $ 32 $ 72
Discrete tax items:
Income tax expense (benefit) (a) $ 1 $ (25) $ 1 $ (21)
Amortization expense:
Amortization expense $ 99 $ 97 $ 294 $ 325
Income tax benefit (a) (16) (19) (46) (54)
Amortization expense, net of tax $ 83 $ 78 $ 248 $ 271
(a) Amounts are tax effected at the Company's effective tax rate, unless the amount is a significant unusual or infrequently occurring item in accordance with FASB Accounting Standards Codification section 740-270-30, "General Methodology and Use of Estimated Annual Effective Tax Rate." (b) Recorded to selling, general and administrative expenses. (c) Recorded to cost of products sold. (d) Recorded to other, net. (e) In the third quarter of 2012, recorded $1 million to cost of products sold and $3 million to selling, general and administrative expenses. In the third quarter of 2011, recorded $7 million to cost of products sold. In the first nine months of 2012, recorded $7 million to cost of products sold and $8 million to selling, general and administrative expenses. In the first nine months of 2011, recorded $28 million to cost of products sold and $4 million to selling, general and administrative expenses.
An explanation of the Company's use of these non-GAAP financial measures is provided at the end of this document.
BOSTON SCIENTIFIC CORPORATION WORLDWIDE SALES (Unaudited)
Change
Three Months Ended As Reported Constant
September 30, Currency Currency
in millions 2012 2011 Basis Basis
(restated) *
United States $ 907 $ 990 (8)% (8)%
EMEA 355 411 (14)% (5)%
Japan 222 235 (6)% (5)%
Inter-Continental 219 204 7 % 12 %
International 796 850 (6)% (1)%
Subtotal Core Businesses 1,703 1,840 (7)% (5)%
Divested Businesses 32 34 N/A N/A
Worldwide $ 1,735 $ 1,874 (7)% (5)%
Change
Three Months Ended As Reported Constant
September 30, Currency Currency
in millions 2012 2011 Basis Basis
Interventional Cardiology $ 494 $ 613 (20)% (17)%
Cardiac Rhythm Management 462 503 (8)% (6)%
Endoscopy 310 298 4 % 7 %
Peripheral Interventions 189 182 4 % 7 %
Urology/Women's Health 125 124 - % 1 %
Neuromodulation 88 84 5 % 5 %
Electrophysiology 35 36 (2)% - %
Subtotal Core Businesses 1,703 1,840 (7)% (5)%
Divested Businesses 32 34 N/A N/A
Worldwide $ 1,735 $ 1,874 (7)% (5)%
* We have restated prior year regional detail to conform to current year presentation.
Growth rates are based on actual, non-rounded amounts and may not recalculate precisely.
An explanation of the Company's use of these non-GAAP financial measures is provided at the end of this document.
BOSTON SCIENTIFIC CORPORATION WORLDWIDE SALES (Unaudited)
Change
Nine Months Ended As Reported Constant
September 30, Currency Currency
in millions 2012 2011 Basis Basis
(restated) *
United States $ 2,833 $ 3,054 (7)% (7)%
EMEA 1,172 1,311 (11)% (3)%
Japan 695 705 (1)% (3)%
Inter-Continental 637 593 7 % 11 %
International 2,504 2,609 (4)% - %
Subtotal Core Businesses 5,337 5,663 (6)% (4)%
Divested Businesses 91 111 N/A N/A
Worldwide $ 5,428 $ 5,774 (6)% (4)%
Change
Nine Months Ended As Reported Constant
September 30, Currency Currency
in millions 2012 2011 Basis Basis
Interventional Cardiology $ 1,646 $ 1,901 (13)% (11)%
Cardiac Rhythm Management 1,451 1,606 (10)% (8)%
Endoscopy 922 883 4 % 6 %
Peripheral Interventions 575 547 5 % 7 %
Urology/Women's Health 371 371 - % - %
Neuromodulation 263 245 7 % 8 %
Electrophysiology 109 110 (1)% - %
Subtotal Core Businesses 5,337 5,663 (6)% (4)%
Divested Businesses 91 111 N/A N/A
Worldwide $ 5,428 $ 5,774 (6)% (4)%
* We have restated prior year regional detail to conform to current year presentation.
Growth rates are based on actual, non-rounded amounts and may not recalculate precisely.
An explanation of the Company's use of these non-GAAP financial measures is provided at the end of this document.
BOSTON SCIENTIFIC CORPORATION NON-GAAP CONSTANT CURRENCY NET SALES RECONCILIATIONS (Unaudited)
Q3 2012 Net Sales as compared to Q3 2011
Change Estimated
As Reported Constant Impact of
Currency Currency Foreign
in millions Basis Basis Currency
United States $ (83) $ (83)
EMEA (56) (20) $ (36)
Japan (13) (9) (4)
Inter-Continental 15 22 (7)
International (54) (7) (47)
Subtotal Core Businesses (137) (90) (47)
Divested Businesses (2) (2)
Worldwide $ (139) $ (92) $ (47)
Q3 2012 Net Sales as compared to Q3 2011
Change Estimated
As Reported Constant Impact of
Currency Currency Foreign
in millions Basis Basis Currency
Interventional Cardiology $ (119) $ (99) $ (20)
Cardiac Rhythm Management (41) (29) (12)
Endoscopy 12 20 (8)
Peripheral Interventions 7 13 (6)
Urology/Women's Health 1 2 (1)
Neuromodulation 4 4
Electrophysiology (1) (1)
Subtotal Core Businesses (137) (90) (47)
Divested Businesses (2) (2)
Worldwide $ (139) $ (92) $ (47)
An explanation of the Company's use of these non-GAAP financial measures is provided at the end of this document.
BOSTON SCIENTIFIC CORPORATION NON-GAAP CONSTANT CURRENCY NET SALES RECONCILIATIONS (Unaudited)
Q3 2012 YTD Net Sales as compared to Q3 2011 YTD
Change Estimated
As Reported Constant Impact of
Currency Currency Foreign
in millions Basis Basis Currency
United States $ (221) $ (221)
EMEA (139) (44) $ (95)
Japan (10) (17) 7
Inter-Continental 44 60 (16)
International (105) (1) (104)
Subtotal Core Businesses (326) (222) (104)
Divested Businesses (20) (19) (1)
Worldwide $ (346) $ (241) $ (105)
Q3 2012 YTD Net Sales as compared to Q3 2011 YTD
Change Estimated
As Reported Constant Impact of
Currency Currency Foreign
in millions Basis Basis Currency
Interventional Cardiology $ (255) $ (213) $ (42)
Cardiac Rhythm Management (155) (124) (31)
Endoscopy 39 55 (16)
Peripheral Interventions 28 39 (11)
Urology/Women's Health 2 (2)
Neuromodulation 18 19 (1)
Electrophysiology (1) (1)
Subtotal Core Businesses (326) (222) (104)
Divested Businesses (20) (19) (1)
Worldwide $ (346) $ (241) $ (105)
An explanation of the Company's use of these non-GAAP financial measures is provided at the end of this document.
BOSTON SCIENTIFIC CORPORATION WORLDWIDE CARDIAC RHYTHM MANAGEMENT AND CORONARY STENT SYSTEM SALES (Unaudited)
Three Months Ended September 30
in millions U.S. International Worldwide
Q3 2012 Q3 2011 Q3 2012 Q3 2011 Q3 2012 Q3 2011
Defibrillator systems $ 205 $ 225 $ 122 $ 135 $ 327 $ 360
Pacemaker systems 68 71 67 72 135 143
Total CRM products $ 273 $ 296 $ 189 $ 207 $ 462 $ 503
in millions U.S. International Worldwide
Q3 2012 Q3 2011 Q3 2012 Q3 2011 Q3 2012 Q3 2011
Drug-eluting stent systems $ 123 $ 191 $ 160 $ 184 $ 283 $ 375
Bare-metal stent systems 6 7 15 20 21 27
Total coronary stent systems $ 129 $ 198 $ 175 $ 204 $ 304 $ 402
Nine Months Ended September 30
in millions U.S. International Worldwide
YTD 2012 YTD 2011 YTD 2012 YTD 2011 YTD 2012 YTD 2011
Defibrillator systems $ 655 $ 734 $ 395 $ 436 $ 1,050 $ 1,170
Pacemaker systems 194 216 207 220 401 436
Total CRM products $ 849 $ 950 $ 602 $ 656 $ 1,451 $ 1,606
in millions U.S. International Worldwide
YTD 2012 YTD 2011 YTD 2012 YTD 2011 YTD 2012 YTD 2011
Drug-eluting stent systems $ 439 $ 583 $ 525 $ 571 $ 964 $ 1,154
Bare-metal stent systems 19 24 47 62 66 86
Total coronary stent systems $ 458 $ 607 $ 572 $ 633 $ 1,030 $ 1,240
BOSTON SCIENTIFIC CORPORATION SUPPLEMENTAL NON-GAAP RECONCILIATIONS, CONT. (Unaudited)
Q4 and Full Year 2012 EPS Guidance
Q4 2012 Estimate Full Year 2012 Estimate
(Low) (High) (Low) (High)
GAAP results $ 0.06 $ 0.09 $ (2.89) $ (2.86)
Goodwill impairment charge 3.09 3.09
Other intangible asset impairment charge 0.09 0.09
Estimated acquisition-related net charges (credits) 0.01 0.01 (0.01) (0.01)
Estimated divestiture-related net credits
Estimated litigation-related net charges 0.05 0.05
Estimated restructuring-related charges 0.02 0.02 0.07 0.07
Estimated amortization expense 0.06 0.06 0.23 0.23
Estimated discrete tax items
Adjusted results $ 0.15 $ 0.18 $ 0.63 $ 0.66
An explanation of the Company's use of these non-GAAP measures is provided at the end of this document.
Use of Non-GAAP Financial Measures
To supplement Boston Scientific's consolidated financial statements presented on a GAAP basis, the Company discloses certain non-GAAP financial measures, including adjusted net income and adjusted net income per share that exclude certain amounts and regional and divisional revenue growth rates that exclude the impact of changes in foreign currency exchange rates. These non-GAAP financial measures are not in accordance with generally accepted accounting principles in the United States .
The GAAP financial measure most directly comparable to adjusted net income is GAAP net income and the GAAP financial measure most directly comparable to adjusted net income per share is GAAP net income per share. To calculate regional and divisional revenue growth rates that exclude the impact of changes in foreign currency exchange rates, the Company converts actual net sales from local currency to U.S. dollars using constant foreign currency exchange rates in the current and prior period. The GAAP financial measure most directly comparable to this non-GAAP financial measure is growth rate percentages using net sales on a GAAP basis. Reconciliations of each of these non-GAAP financial measures to the corresponding GAAP financial measure are included in the accompanying schedules.
The following is an explanation of each of the adjustments that management excluded as part of these non-GAAP financial measures for the three and nine months ended September 30, 2012 and 2011 and for the forecasted three month period ending December 31, 2012 and full year ending December 31, 2012 , as well as reasons for excluding each of these individual items:
Adjusted Net Income and Adjusted Net Income per Share:
Goodwill and other intangible asset impairment charges - These amounts represent non-cash write-downs of the Company's goodwill balances attributable to its (a) U.S. Cardiac Rhythm Management reporting unit in the third quarter of 2012, (b) Europe / Middle East / Africa (EMEA) reporting unit recorded in the second quarter of 2012, and (c) U.S. Cardiac Rhythm Management reporting unit recorded in the first quarter of 2011 and non-cash write-downs of certain other intangible asset balances. Management removes the impact of non-cash impairment charges from the Company's operating performance to assist in assessing the Company's cash generated from operations. Management believes this is a critical metric for the Company in measuring the Company's ability to generate cash and invest in the Company's growth. Therefore, these charges are excluded from management's assessment of operating performance and are also excluded for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of the Company's current operating performance and a comparison to the Company's past operating performance, particularly in terms of liquidity.
Acquisition-related charges (credits ) - These adjustments consist of (a) acquisition-related gains on previously held investments, (b) contingent consideration fair value adjustments, (c) due diligence, other fees and exit costs, and (d) inventory step-up adjustments. The acquisition-related gains on previously held investments are non-recurring benefits associated with acquisitions completed in the second quarter of 2012 and the first quarter of 2011. The contingent consideration adjustments represent accounting adjustments to state contingent consideration liabilities at their estimated fair value. These adjustments can be highly variable depending on the assessed likelihood and amount of future contingent consideration payments. Due diligence, other fees and exit costs include legal, tax, severance and other expenses associated with prior acquisitions that are not representative of on-going operations. The inventory step-up adjustment is a charge related to acquired inventory directly attributable to prior acquisitions and is not indicative of the Company's on-going operations, or on-going cost of products sold. Accordingly, management excluded these amounts for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of the Company's current operating performance and a comparison to the Company's past operating performance.
Divestiture-related charges (credits) - These amounts represent (a) gains resulting from business divestitures and (b) fees and separation costs associated with business divestitures. The Company completed the sale of its Neurovascular business in January 2011 and the resulting gains are not indicative of future operating performance and are not used by management to assess operating performance. Fees and separation costs represent those associated with the Company's divestiture of its Neurovascular business and are not representative of on-going operations. Accordingly, management excluded these amounts for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of the Company's current operating performance and a comparison to the Company's past operating performance.
Discrete tax items - These items represent adjustments of certain tax positions, which were initially established in prior periods as a result of intangible asset impairment charges; acquisition-, divestiture-, restructuring- or litigation-related charges (credits). These adjustments do not reflect expected on-going operating results. Accordingly, management excluded these amounts for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of the Company's current operating performance and a comparison to the Company's past operating performance.
Amortization expense - Amortization expense is a non-cash charge and does not impact the Company's liquidity or compliance with the covenants included in its credit facility agreement. Management removes the impact of amortization from the Company's operating performance to assist in assessing the Company's cash generated from operations. Management believes this is a critical metric for the Company in measuring the Company's ability to generate cash and invest in the Company's growth. Therefore, amortization expense is excluded from management's assessment of operating performance and is also excluded from the measures management uses to set employee compensation. Accordingly, management has excluded amortization expense for purposes of calculating these non-GAAP financial measures to facilitate an evaluation of the Company's current operating performance, particularly in terms of liquidity.
Regional and Divisional Revenue Growth Rates Excluding the Impact of Changes in Foreign Currency Exchange Rates
Changes in foreign currency exchange rates - The impact of changes in foreign currency exchange rates is highly variable and difficult to predict. Accordingly, management excludes the impact of changes in foreign currency exchange rates for purposes of reviewing regional and divisional revenue growth rates to facilitate an evaluation of the Company's current operating performance and a comparison to the Company's past operating performance.
Adjusted net income, adjusted net income per share, adjusted free cash flow and regional and divisional revenue growth rates that exclude the impact of changes in foreign currency exchange rates are not in accordance with generally accepted accounting principles in the United States and should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. Further, other companies may calculate these non-GAAP financial measures differently than Boston Scientific does, which may limit the usefulness of those measures for comparative purposes.
SOURCE Boston Scientific Corporation

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Last updated: Oct 18, 2012