31.01.2007 13:07:00
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Bausch & Lomb Obtains Additional Bank Waivers, Announces Consent Solicitation on Public Debt and Updates Financial Projections
Bausch & Lomb (NYSE:BOL) today filed a Form 8-K with the United States
Securities and Exchange Commission (SEC) that provided information
concerning its outstanding bank and public debt, and provided updated
information concerning its expectations for 2006 and 2007 financial
performance.
Company Obtains Additional Bank Waivers
On January 26, 2007, the Company amended the letter waivers (the "Letter
Waivers”) in connection with its $400 Million
Five Year Revolving Credit Agreement, dated July 26, 2005 (the "U.S.
Credit Agreement”) and the five-year $375
million term loan agreement, dated November 29, 2005 in favor of Bausch
& Lomb B.V. and guaranteed by the Company (the "Term
Loan Agreement”). The amended Letter Waivers
take effect on January 31, 2007, the termination date of currently
existing waivers, and extend the termination date to April 30, 2007. The
waivers would terminate if, prior to April 30, 2007, there were to be a
final determination to delist the Company’s
securities from the New York Stock Exchange (the "NYSE”).
Bausch & Lomb currently has a trading extension from the NYSE through
March 1, 2007, subject to the Company’s
anticipated filing of its delayed Annual Report on Form 10-K for 2005,
which filing the Company believes is imminent as noted below, and to
review by the NYSE. Further information concerning the bank waivers and
the extension is detailed in the Form 8-K.
Company Seeking Consents from Public Bondholders
On January 30, 2007, the Company announced a solicitation of consents
with respect to four issues of its outstanding debt and two additional
issues of its outstanding convertible debt. The solicitations are
seeking, for a fee, permission from the holders for amendments to the
indenture applicable to each series of notes that would, among other
things, extend until April 30, 2007 the Company’s
deadline to file periodic reports with the SEC and to deliver compliance
certificates to the Trustee under each indenture. Holders of the notes
have until February 6, 2007 to provide their consent. Details concerning
the consent solicitation can also be found in the Form 8-K.
Company Comments on 2006 and 2007 Financial Performance Expectations
Bausch & Lomb’s prior guidance for 2006
called for sales at the lower end of a range between $2.325 billion and
$2.4 billion, and income before income taxes and minority interest
between $70 million and $80 million.
The Company currently expects to report sales of approximately $2.295
billion. As compared to the original range of estimates, these lowered
expectations reflect the slower than anticipated rate of recovery of the
Company’s contact lens and lens care
businesses in Asia following the recall of MoistureLoc contact
lens solution early in 2006, as well as slower than anticipated growth
in the U.S. contact lens market.
Bausch & Lomb noted that it currently expects to report full-year 2006
income before income taxes and minority interest of approximately $74
million, which is within the range of previous guidance. The Company
continues to expect 2006 cash flow from operating activities to be
essentially offset by capital spending.
There can be no assurance that these preliminary, unaudited estimates
will not differ, including materially, when the Company issues its 2006
financial statements.
The Company is in the process of finalizing the calculation of its
effective income tax rate and, as a result, is not yet able to estimate
2006 net earnings or earnings per share. However, as previously
disclosed in Forms 12b-25 and 8-K dated August 8, 2006, the Company
expects that (1) its U.S. operations will be unprofitable in 2006, as a
result of lower lens care sales and costs associated with the MoistureLoc
recall; (2) no tax benefit will be recorded on U.S. operations as a
result of the determination of the need for a valuation allowance that
will be recorded in 2005 on deferred tax assets; and (3) its effective
tax rate in 2006 and beyond could differ materially from historical
levels and prior expectations.
Bausch & Lomb continues to project 2007 sales at the lower end of its
previously communicated range of $2.5 billion to $2.625 billion, and
income before income taxes and minority interest at the lower end of its
previously communicated range of $220 million to $270 million. Those
projections do not reflect any earnings benefit associated with the
anticipated reversal of interest and penalties associated with a
previously recorded Brazilian tax assessment. Bausch & Lomb has applied
for, and expects to be granted, amnesty from the state government of Sao
Paulo as to a portion of the penalties and interest associated with one
such assessment that was recorded as part of the financial restatement.
The Company expects to reverse approximately $20 million of penalties
and interest when it receives formal notification of cancellation by the
state government of Sao Paulo. The Company indicated that its
projections for 2006 and 2007 are subject to the risk factors contained
in the Company’s consent solicitation
statement filed with today’s Form 8-K as well
as those noted below.
The Company is currently working to finalize and file its delayed Annual
Report on Form 10-K for 2005, which filing it believes is imminent.
Following that filing, the Company will work to complete its Quarterly
Reports on Form 10-Q for the third quarter of 2005 and the first three
quarters of 2006, and its Annual Report on Form 10-K for 2006. At this
time, the Company intends to first complete and file its 2006 Form 10-K,
followed by the outstanding quarterly filings. While the Company is
working diligently to complete those filings, there can be no assurance
as to when it will be current in its reporting obligations. In any
event, the Company intends to provide investors with preliminary
unaudited information about the results of 2006 operations around the
end of February 2007.
This news release contains, among other things, certain statements of a
forward-looking nature relating to future events or the future business
performance of Bausch & Lomb. Such statements involve a number of risks
and uncertainties including those concerning the ability of the Company
and the parties with which it contracts to develop and introduce
products successfully as well as the risk factors listed from time to
time in the Company’s SEC filings, including
but not limited to filings on Form 8-K and on Form 12b-25, each dated
November 9, 2006 and in Exhibit 99.2 of Form 8-K, dated January 31, 2007.
Bausch & Lomb is the eye health company, dedicated to perfecting vision
and enhancing life for consumers around the world. Its core businesses
include soft and rigid gas permeable contact lenses and lens care
products, and ophthalmic surgical and pharmaceutical products. The
Bausch & Lomb name is one of the best known and most respected
healthcare brands in the world. Founded in 1853, the Company is
headquartered in Rochester, New York, and employs approximately 13,000
people worldwide. Its products are available in more than 100 countries.
More information about the Company can be found on the Bausch & Lomb Web
site at www.bausch.com. Copyright
Bausch & Lomb Incorporated.
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