UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL QUARTER ENDED DECEMBER 31, 1995
COMMISSION REGISTRANT, STATE OF INCORPORATION IRS EMPLOYER
FILE NUMBER ADDRESS AND TELEPHONE NUMBER IDENTIFICATION NO.
- ----------- ---------------------------------- ------------------
33-27835-01 AmeriSource Health Corporation 23-2546940
(a Delaware Corporation)
(formerly AmeriSource Distribution
Corporation)
P.O. Box 959, Valley Forge,
Pennsylvania 19482
(610) 296-4480
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [_]
The number of shares of common stock of AmeriSource Health Corporation
outstanding as of December 31, 1995 was: Class A--11,808,703, Class B--
9,981,576; Class C--380,407.
INDEX
AMERISOURCE HEALTH CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets--December 31, 1995 and September 30, 1995
Consolidated statements of operations--Three months ended December
31, 1995 and December 31, 1994
Consolidated statements of cash flows--Three months ended December
31, 1995 and December 31, 1994
Management's Discussion and Analysis of Financial Condition and
Item 2. Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
2
PART 1. FINANCIAL INFORMATION
ITEM 1. AMERISOURCE HEALTH CORPORATION FINANCIAL STATEMENTS (UNAUDITED)
AMERISOURCE HEALTH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
DECEMBER 31, SEPTEMBER 30,
1995 1995
------------ -------------
ASSETS
Current Assets:
Cash and cash equivalents......................... $ 49,840 $ 32,171
Restricted cash................................... 7,578 14,638
Accounts receivable less allowance for doubtful
accounts: 12/95--$12,292, 9/95--$12,941.......... 340,049 318,652
Merchandise inventories........................... 547,837 404,522
Prepaid expenses and other........................ 3,215 3,221
---------- --------
Total current assets............................ 948,519 773,204
Property and Equipment, at cost..................... 80,035 76,826
Less accumulated depreciation..................... 33,529 31,582
---------- --------
46,506 45,244
Deferred financing costs and other, less accumulated
amortization: 12/95--$3,481; 9/95--$2,842.......... 19,561 20,225
---------- --------
$1,014,586 $838,673
========== ========
See notes to consolidated financial statements.
3
AMERISOURCE HEALTH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
DECEMBER 31, SEPTEMBER 30,
1995 1995
------------ -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable................................... $ 548,024 $ 462,804
Accrued expenses and other......................... 29,970 27,720
Accrued income taxes............................... 17,363 13,596
Deferred income taxes.............................. 25,892 25,892
---------- ---------
Total current liabilities........................ 621,249 530,012
Long-Term Debt:
Revolving credit facility.......................... 199,348 150,000
Receivables securitization financing............... 233,851 209,842
Senior debentures.................................. 74,293 74,293
Other debt......................................... 1,663 1,629
---------- ---------
509,155 435,764
Other Liabilities.................................... 8,069 8,621
Stockholders' Equity
Common Stock, $.01 par value:
Class A (Voting and convertible):
50,000,000 shares authorized;
issued 12/95--12,159,785 shares;
9/95--12,062,560 shares.......................... 121 121
Class B (Non-voting and convertible):
15,000,000 shares authorized;
issued 12/95--12,931,576 shares;
9/95--12,969,050 shares.......................... 130 130
Class C (Non-voting and convertible):
2,000,000 shares authorized;
issued 12/95--380,407 shares;
9/95--440,158 shares............................. 4 4
Capital in excess of par value..................... 168,031 165,044
Retained earnings (deficit)........................ (285,953) (294,803)
Cost of common stock in treasury................... (6,220) (6,220)
---------- ---------
(123,887) (135,724)
---------- ---------
$1,014,586 $838,673
========== =========
See notes to consolidated financial statements.
4
AMERISOURCE HEALTH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
DECEMBER 31,
---------------------
1995 1994
---------- ----------
Revenues............................................... $1,282,513 $1,129,096
Cost of goods sold..................................... 1,212,788 1,065,859
---------- ----------
Gross Profit........................................... 69,725 63,237
Selling and administrative expenses.................... 43,338 39,598
Depreciation........................................... 1,996 1,700
---------- ----------
Operating income..................................... 24,391 21,939
Interest expense....................................... 9,132 17,323
---------- ----------
Income before taxes and extraordinary item............. 15,259 4,616
Taxes on income........................................ 6,409 3,730
---------- ----------
Income before extraordinary item....................... 8,850 886
Extraordinary charge-early retirement of debt, net of
income tax benefit.................................... -- (11,749)
---------- ----------
Net income (loss).................................... $ 8,850 $ (10,863)
========== ==========
Earnings (loss) per share (fully diluted):
Income before extraordinary item..................... $ .39 $ .06
Extraordinary item................................... -- (.80)
---------- ----------
Net income (loss).................................. $ .39 $ (.74)
========== ==========
See notes to consolidated financial statements.
5
AMERISOURCE HEALTH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
DECEMBER 31
--------------------
1995 1994
--------- ---------
OPERATING ACTIVITIES
Net income (loss)....................................... $ 8,850 $ (10,863)
Adjustments to reconcile net income (loss) to net cash
(used in) operating activities:
Depreciation........................................... 1,996 1,700
Amortization........................................... 693 812
Provision for losses on accounts receivable............ (145) 2,737
(Gain) loss on disposal of property and equipment...... 5 (26)
Deferred income taxes.................................. 2,673 (184)
Loss on early retirement of debt....................... 15,426
Changes in operating assets and liabilities:
Restricted cash....................................... 7,060 (6,748)
Accounts receivable................................... (21,252) (33,221)
Merchandise inventories............................... (143,315) (162,804)
Prepaid expenses...................................... 6 (107)
Accounts payable, accrued expenses and income taxes... 91,237 29,062
Debentures issued in lieu of payment of interest...... 3,957
Miscellaneous.......................................... (224) 307
--------- ---------
NET CASH (USED IN) OPERATING ACTIVITIES.............. (52,416) (159,952)
INVESTING ACTIVITIES
Capital expenditures.................................... (3,309) (3,364)
Proceeds from sales of property and equipment........... 46 1,627
--------- ---------
NET CASH (USED IN) INVESTING ACTIVITIES.............. (3,263) (1,737)
FINANCING ACTIVITIES
Long-term debt borrowings............................... 424,457 593,505
Long-term debt repayments............................... (351,109) (420,393)
Deferred financing costs................................ (6,253)
Exercise of stock option................................ 114
Purchase of treasury stock.............................. (1,270)
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES............ 73,348 165,703
--------- ---------
Increase in cash and cash equivalents.................... 17,669 4,014
Cash and cash equivalents at beginning of period......... 32,171 25,311
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............... $ 49,840 $ 29,325
========= =========
See notes to consolidated financial statements.
6
AMERISOURCE HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1--BASIS OF PRESENTATION
The accompanying financial statements present the consolidated financial
position, results of operations and cash flows of AmeriSource Health
Corporation, formerly AmeriSource Distribution Corporation, and its wholly-
owned subsidiaries (the "Company") as of the dates and for the periods
indicated. All material intercompany accounts and transactions have been
eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary to present
fairly the financial position as of December 31, 1995, the results of
operations for the three months ended December 31, 1995 and 1994 and the cash
flows for the three months ended December 31, 1995 and 1994 have been
included. Certain information and footnote disclosures normally included in
financial statements presented in accordance with generally accepted
accounting principles, but which are not required for interim reporting
purposes, have been omitted. The accompanying unaudited condensed consolidated
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1995.
The Company's income (loss) per share and share data in the financial
statements have been retroactively restated to reflect the effect of the 2.95-
for-1 stock split declared in connection with the public offering by the
Company of its Common Stock in April, 1995.
NOTE 2--LEGAL MATTERS AND CONTINGENCIES
In the ordinary course of its business, the Company becomes involved in
lawsuits, administrative proceedings and governmental investigations,
including antitrust, environmental, product liability and regulatory agency
and other matters. In some of these proceedings, plaintiffs may seek to
recover large and sometimes unspecified amounts and the matters may remain
unresolved for several years. On the basis of information furnished by counsel
and others, the Company does not believe that these matters, individually or
in the aggregate, will have a material adverse effect on its business or
financial condition.
The Company is subject to contingencies pursuant to environmental laws and
regulations at one of its former distribution centers that may require the
Company to take remediation efforts. In fiscal 1994, the Company accrued $4.1
million to cover future consulting, legal, and remediation and ongoing
monitoring costs. The accrued liability, which is reflected in other long-term
liabilities on the accompanying consolidated balance sheet ($3.9 million at
December 31, 1995), is based on an engineering analysis prepared by outside
consultants and represents an estimate of the extent of contamination and
choice of remedy, existing technology and presently enacted laws and
regulations. However, changes in remediation standards, improvements in
cleanup technology and discovery of additional information concerning the site
could affect the estimated liability in the future. The Company is
investigating the possibility of asserting claims against responsible parties
for recovery of these costs. Whether or not any recovery may be forthcoming is
unknown at this time, although the Company intends to vigorously enforce its
rights and remedies.
The Company has received notices from the Internal Revenue Service asserting
deficiencies in federal corporate income taxes for the Company's taxable years
1987 through 1991. The proposed adjustments indicate a net increase to taxable
income for these years of approximately $24 million and relate principally to
the deductibility of costs incurred with respect to the leveraged buyout
transaction which occurred in 1988. The Company has analyzed these matters
with tax counsel and believes it has meritorious defenses to the deficiencies
asserted by the Internal Revenue Service. The Company will contest the
asserted deficiencies through the administrative appeals process and, if
necessary, litigation. The Company believes that any amounts assessed will not
have a material effect on the financial statements of the Company.
7
AMERISOURCE HEALTH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
In November 1993, the Company, along with six other wholesale distributors
and twenty-four pharmaceutical manufacturers, were named as defendants in a
series of purported class action antitrust lawsuits alleging violations of
various antitrust laws associated with the chargeback pricing system. In
addition, the Company is a party to a parallel suit filed in state court in
Minnesota. Plaintiffs seek injunctive relief, treble damages, attorneys' fees,
and costs. In October 1994, the Company entered into a Judgement Sharing
Agreement with other wholesaler and pharmaceutical manufacturer defendants.
Under the Judgement Sharing Agreement (a) the manufacturer defendants agreed
to reimburse the wholesaler defendants for litigation costs incurred, up to an
aggregate of $9 million; and (b) if a judgement is entered into against both
manufacturers and wholesalers, the total exposure for joint and several
liability of the Company is limited to the lesser of 1% of such judgement or
$1 million. In addition, the Company has released any claims that it might
have had against the manufacturers for the claims presented by the plaintiffs
in these lawsuits. The Judgement Sharing Agreement covers the federal court
litigation as well as the cases which have been filed in various state courts.
The Company believes it has meritorious defenses to the claims asserted in
these lawsuits and intends to vigorously defend itself in all of these cases.
NOTE 3--EARNINGS PER SHARE
Earnings (loss) per share is computed on the basis of its weighted average
number of shares outstanding during the periods presented (22,170,686 and
14,750,000 for the three months ended December 31, 1995 and December 31, 1994,
respectively) plus the dilutive effect of stock options (326,364 for the
quarter ended December 31, 1995 on a fully diluted basis). Share and per share
amounts prior to April 1995 have been adjusted for the 2.95-for-1 stock split
effected in conjunction with the Company's public offering.
NOTE 4--SUBSEQUENT EVENT
In January 1996, the Company entered into an agreement to acquire all of the
stock of Gulf Distribution Inc. in a cash transaction. Gulf Distribution Inc.
is a Miami, Florida based wholesale pharmaceutical distributor with annualized
revenues of approximately $180 million. The purchase price is expected to be
approximately $25 to $35 million and the transaction will be accounted for by
the purchase method.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Revenues in the first quarter of fiscal 1996 increased 14% to $1.3 billion
from $1.1 billion in the first quarter of fiscal 1995. The year-to-year
revenue gains reflect increases across all customer groups and the impact of
the Company's expansion into new geographic markets, especially in the
northeastern and western United States. Revenues of the Company's western
region increased at more than triple the overall growth rate. During the three
months ended December 31, 1995, sales to hospitals increased 5%, sales to
independent drug store customers increased 22%, and sales to the chain drug
store customer group increased 21%, as compared with the prior fiscal year.
During the three months ended December 31, 1995 sales to hospitals accounted
for 43% of total revenues, while sales to independent drug stores accounted
for 37% and sales to chain drug stores, 20% of the total.
Gross profit of $69.7 million in the first quarter of fiscal 1996 increased
by 10% over the first quarter of 1995 due to the increase in revenues. As a
percentage of revenues, the gross profit margin in the first quarter was 5.44%
as compared to 5.60% in the prior year. The slight deterioration in gross
profit margin from the prior year was due to the consolidation of certain
customer groups in the hospital and chain drug store segments.
Operating expenses increased by $4.0 million or 10%, in the first quarter of
fiscal 1996 compared with the prior year quarter, and as a percentage of
revenues, represent 3.54% in 1996 and 3.66% in 1995. The increase of $4.0
million in fiscal 1996 is primarily due to increases in warehouse and delivery
expenses relating to the volume increases and the cost of opening new
distribution facilities in Orlando, Florida, and Phoenix, Arizona, as well as
continued integration costs of the Sacramento, California facility opened in
1995, and the Idaho Falls facility acquired in 1995. The decrease as a
percentage of revenues in fiscal 1996 is due to continued economies of scale
at the Company's established locations.
Operating income of $24.4 million in the first quarter of fiscal 1996
increased by 11% over the prior year quarter. As a percentage of revenues, the
Company's operating margin declined to 1.90% in 1996 from 1.94% in 1995.
Interest expense of $9.1 million in the first quarter of fiscal 1996
represents a decrease of $8.2 million or 47% compared to the prior year
quarter. The decrease was due to the redemption, in January, 1995 of the
$166.1 million of 14 1/2% senior subordinated notes, the redemption, in May
1995, of $74.3 million of 11 1/4% senior debentures, and lower average
borrowing rates due to the implementation of the receivables securitization
financing in December 1994, and reductions in the borrowing rates of the
Company's revolving credit facility which was amended in December 1994.
Average borrowings during the quarter ended December 31, 1995 were $461
million as compared to $572 million in the prior year. The income tax
provision for the quarter ended December 31, 1995 was computed based on an
estimate of the full year effective tax rate. The extraordinary charge in
fiscal 1995 of $15.4 million, net of a tax benefit of $3.7 million, relates to
the amendment of the revolving credit facility and the redemption of the 14
1/2% senior subordinated notes and the consequent write-off of unamortized
financing fees and redemption premiums paid in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
During the three-month period ended December 31, 1995, the Company's
operating activities used $52.4 million in cash. The increase of $143.3 in
merchandise inventories offset by the $85.2 million increase in accounts
payables accounted for most of the use of funds. The increases in inventories
and accounts payable reflect the timing of seasonal purchases and related
payments as well as increased purchases in anticipation of manufacturer price
increases. A portion of the increase in inventories during the quarter was
also due to the opening of the Phoenix, Arizona and Orlando, Florida
distribution facilities and the growth of the facilities in the northeastern
and western United States opened during fiscal 1995. Operating cash uses
during the three month period ended December 31, 1995 included $6.7 million in
interest payments and $13,000 in income tax payments.
9
Capital expenditures for the three months ended December 31, 1995 were $3.3
million and relate principally to the opening of the Orlando, Florida and
Phoenix, Arizona distribution centers and equipment purchases for the
Company's repackaging operation. Investments in management information systems
and warehouse improvements are expected to continue throughout the year.
Cash provided by financing activities during the first quarter of fiscal
1996 represents borrowings under the Company's revolving credit facility and
its receivable securitization financing primarily to fund its working capital
requirements. As a result of the Company's initial public offering in April
1995, and its financial results, the borrowing rate alternatives under its
Credit Agreement were reduced by 1.0% to LIBOR plus 1.25% and the prime rate
plus zero beginning in October 1995. At December 31, 1995, borrowings under
the Company's $380 million revolving credit facility were $199 million (at an
average interest rate of 7.8%) and borrowings under the $285 million
Receivables Program were $234 million (at an average interest rate of 6.4%).
An increase in interest rates would adversely affect the Company's operating
results and the cash flow available after debt service to fund operations and
expansion and, if permitted to do so under its revolving credit facility, to
pay dividends on its capital stock.
The Company's operating results have generated sufficient cash flows which,
together with borrowings under its debt agreements and credit terms from
suppliers, have provided sufficient capital resources to finance working
capital and cash operating requirements, fund capital expenditures, and
interest currently payable on outstanding debt. The Company's primary ongoing
cash requirements will be to fund payment of interest on indebtedness, finance
working capital, and fund capital expenditures and routine growth and
expansion through new business opportunities. Future cash flows from
operations and borrowings are expected to be sufficient to fund the Company's
ongoing cash requirements.
In January 1996, the Company entered into an agreement to purchase all of
the stock of Gulf Distribution Inc. in a cash transaction. The Company
anticipates the transaction will be closed in February and will be funded by
borrowings under the revolving credit facility. Gulf Distribution Inc. is a
Miami, Florida based wholesaler with annualized revenues of approximately $180
million. The purchase price is expected to be approximately $25 to $35 million
subject to an audit of the closing balance sheet.
The Company is subject to certain contingencies pursuant to environmental
laws and regulations at one of its former distribution centers that may
require remediation efforts. In fiscal 1994, the Company accrued a liability
of $4.1 million to cover future consulting, legal and remediation, and ongoing
monitoring costs. The accrued liability, which is reflected in other long-term
liabilities on the accompanying consolidated balance sheet, is based on an
estimate of the extent of contamination and choice of remedy, existing
technology, and presently enacted laws and regulations, however, changes in
remediation standards, improvements in cleanup technology, and discovery of
additional information concerning the site could affect the estimated
liability in the future. The Company is investigating the possibility of
asserting claims against responsible parties for recovery of these costs.
Whether or not any recovery may be forthcoming is unknown at this time.
10
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: No exhibits are filed as part of this report.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter ended December 31, 1995.
SIGNATURES
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 THEREUNTO DULY AUTHORIZED.
Amerisource Health Corporation
/s/ Kurt J. Hilzinger
_____________________________________
KURT J. HILZINGER VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND
TREASURER (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
Date: February 13, 1996