Bausch Health Companies Inc. — Q3 2023 Form 10-Q
Reporting period: Quarter and nine months ended September 30, 2023. Unaudited results are in U.S. dollars; amounts below are in millions unless noted. Bausch Health is a diversified pharmaceutical and medical-device company and owned approximately 89% of Bausch + Lomb at quarter-end.
Key financial metrics
| Metric | Q3 2023 | Q3 2022 | Nine months 2023 | Nine months 2022 |
|---|---|---|---|---|
| Revenue | $2,238 | $2,046 | $6,349 | $5,931 |
| Operating income | $14 | $244 | $601 | $690 |
| Net income (loss) attributable to Bausch Health | $(378) | $399 | $(553) | $185 |
| Diluted EPS | $(1.03) | $1.10 | $(1.52) | $0.51 |
| Operating cash flow | Not separately presented for the quarter | $642 | $(1,203) |
- Revenue grew 9% in Q3 and 7% for the nine-month period. Nine-month organic revenue growth, a non-GAAP measure, was 8%.
- Operating margin was approximately 0.6% in Q3 versus 11.9% a year earlier, and 9.5% for nine months versus 11.6%. Goodwill impairment charges were $402 in Q3 2023 and $119 in Q3 2022; the 2023 charge comprised $151 for Dermatology and $251 for Neurology.
- Q3 revenue gains reflected improved net pricing, higher volumes in Salix, Bausch + Lomb and Solta Medical, acquisition contributions and favorable currency. Nine-month growth also reflected higher volumes and pricing, partly offset by currency, divestitures and lower Diversified revenue.
- Nine-month operating cash flow improved by $1,845 year over year, primarily because 2022 included substantial legal-settlement payments and 2023 included insurance recoveries. Working capital used $412 of cash, including increases in receivables ($176) and inventories ($222).
- Cash used in investing was $1,997, including $1,887 for acquisitions and other investments; cash provided by financing was $1,554. Capital expenditures were $117 for the nine months.
- At September 30, cash and cash equivalents were $760, restricted cash $20, current assets $5,048 and current liabilities $4,224. Total liabilities were $27,299, exceeding total assets of $27,064; total equity was a deficit of $235.
- Long-term debt and other, net of premiums, discounts and issuance costs, was $22,430; contractual principal was $20,952. The weighted-average stated interest rate was 8.05%. Some contractual interest on the 2022 exchange-offer notes reduces recorded premiums rather than reported interest expense, so reported interest expense understates contractual interest cost.
- Debt principal maturities include $2,794 in 2025, $6,648 in 2027 and $7,218 in 2028. Bausch Health reported covenant compliance and expects to meet debt service obligations and remain compliant for at least 12 months after filing; these are management expectations, not a guarantee.
Material changes and notable developments
- Bausch + Lomb acquired XIIDRA and related ophthalmology assets from Novartis on September 29 for $1,750 upfront, funded principally with $1,400 of 8.375% secured notes and a $500 term loan. The deal also includes potential future milestone payments of up to $750. Acquisition results through quarter-end were not material.
- Bausch + Lomb also acquired the Blink eye-drop product line for $107 in July and AcuFocus for an upfront $35 in January.
- In Q3, Salix revenue rose 13% to $614, Bausch + Lomb rose 7% to $1,007, Solta Medical rose 15% to $83, International rose 10% to $275, and Diversified rose 9% to $259. For nine months, Diversified revenue declined 5% to $684, while its segment profit fell 7% to $417.
- Interest expense fell year over year, but the company says this was primarily due to the accounting treatment of exchange-offer notes, not a comparable reduction in contractual borrowing costs. The prior-year periods included debt-extinguishment gains of $570 in Q3 and $683 for nine months; there were none in 2023.
Outlook, risks and contingencies
- The filing provides no consolidated numerical revenue or earnings guidance. Management says available liquidity sources should cover needs for at least 12 months after filing. It expected approximately $481 of debt repayments and interest, $105 of capital expenditures and $55 of contingent-consideration payments in Q4 2023.
- The planned Bausch + Lomb separation remains conditional on targeted debt leverage ratios and required approvals. Its timing and completion are uncertain; the filing cites the Norwich litigation and other legal, tax, market and execution factors. Bausch Health generally cannot use Bausch + Lomb cash or revolving-credit proceeds unless Bausch + Lomb declares a dividend.
- Xifaxan is a major concentration: it represented about 80% of Salix revenue. The Norwich patent decision invalidated certain IBS-D patents, although FDA final approval of Norwich’s ANDA remained enjoined until October 2029 at the filing date. Appeals and related proceedings continued, creating potential revenue, impairment and separation risks.
- Generic competition is affecting products including Uceris Foam; the company recorded a $37 intangible impairment after a generic entered the market. Goodwill tests also identified further impairment exposure in Dermatology and Neurology, with valuations sensitive to forecasts, discount rates and growth assumptions.
- Accrued current legal loss contingencies were $348; outcomes and payment timing for other proceedings could not be reliably estimated. The company disclosed numerous ongoing securities, antitrust, product-liability, intellectual-property and regulatory matters.
- Tax exposures include $924 of unrecognized tax benefits. A worst-case estimate for a disputed U.S. capital-loss deduction was up to $2.1 billion in additional taxes, excluding penalties and interest; the company reported a tentative IRS settlement subject to review and approval. A separate Luxembourg assessment was €272 million, which the company is contesting without a recorded reserve.
- Credit ratings were speculative grade, with negative outlooks for Bausch Health from Moody’s and S&P; Fitch had lowered its senior unsecured rating to C in October. A 100-basis-point increase in rates was estimated to add approximately $58 annually to pretax expense on variable-rate debt.
- Other disclosed risks include pricing and reimbursement pressure, foreign-exchange and inflation exposure, the Russia-Ukraine conflict, product recalls, regulatory oversight and the ability to realize acquisition benefits. A voluntary Emerade auto-injector recall generated approximately $14 in inventory, returns and other costs during the nine months; additional costs are possible.
Investor verification priorities
- Track Xifaxan litigation, generic-entry timing and any resulting effects on Salix cash flows, impairment assessments and the Bausch + Lomb separation.
- Assess debt principal, maturities, actual cash interest and covenant headroom, distinguishing Bausch Health obligations from Bausch + Lomb debt and liquidity.
- Review whether operating cash generation can support debt service, working-capital needs and separation-related costs after acquisition spending.
- Monitor the performance and integration of XIIDRA and Blink, including milestone obligations and whether expected dry-eye and OTC growth materializes.
- Follow Dermatology and Neurology results, goodwill assumptions and impairment sensitivity, as well as the effect of generic competition on other products.
- Check developments in major litigation and tax matters, including potential cash outflows beyond amounts accrued or reserved.