-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OuCaLG/lZlTJ6uPETqcPi4NdFNXhVWlWNJtmWfSN6QYbjNMsl/wO/YCRceERLqHC rxKYppni3hPToQcwSRg9MQ== 0001104659-04-022135.txt : 20040804 0001104659-04-022135.hdr.sgml : 20040804 20040804081204 ACCESSION NUMBER: 0001104659-04-022135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040804 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CVS CORP CENTRAL INDEX KEY: 0000064803 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 050494040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01011 FILM NUMBER: 04949959 BUSINESS ADDRESS: STREET 1: ONE CVS DR. CITY: WOONSOCKET STATE: RI ZIP: 02895- BUSINESS PHONE: 4017651500 MAIL ADDRESS: STREET 1: ONE CVS DR. CITY: WOONSOCKET STATE: RI ZIP: 02895- FORMER COMPANY: FORMER CONFORMED NAME: MELVILLE CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MELVILLE SHOE CORP DATE OF NAME CHANGE: 19760630 8-K 1 a04-8722_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  August 4, 2004

 

CVS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-01011

 

05-0494040

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

One CVS Drive
Woonsocket, Rhode Island

 

02895

(Address of principal executive offices)

 

(Zip Code)

 

(401) 765-1500

(Registrant’s telephone number, including area code)

 

NOT APPLICABLE

(Former name or former address, if changed since last report)

 

 



 

Item 7.                              Financial Statements and Exhibits

 

(c)                       Exhibits

 

99.1             Press Release, dated August 4, 2004 of CVS Corporation

 

 

Item 12.                       Disclosure of Results of Operations and Financial Condition

 

On August 4, 2004, CVS Corporation issued a press release, announcing its earnings for the second quarter ended July 3, 2004. Attached to this Current Report on Form 8-K as Exhibit 99.1, is a copy of the Corporation’s related press release dated August 4, 2004.

 

The information in this report is being furnished, not filed. Accordingly, the information in Item 12 of this report will not be incorporated by reference into any registration statement filed by the Corporation under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

 

 

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 hereunto duly authorized.

 

 

 

CVS CORPORATION

 

 

 

By:

  /s/ David B. Rickard

 

 

 

  David B. Rickard
  Executive Vice President, Chief
  Financial Officer and Chief
  Administrative Officer

 

 

 

 

 

  Dated:  August 4, 2004

 

2


EX-99.1 2 a04-8722_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Investor Contact:

Nancy Christal

 

Media Contact:

 

Eileen Howard Dunn

 

 

Vice President

 

 

 

Vice President

 

 

Investor Relations

 

 

 

Corporate Communications

 

 

(914) 722-4704

 

 

 

(401) 770-4561

 

FOR IMMEDIATE RELEASE

 

CVS CORPORATION REPORTS SECOND QUARTER 2004 RESULTS
NET SALES GREW 8%, WHILE NET EARNINGS INCREASED 17%

 

WOONSOCKET, RHODE ISLAND, August 4, 2004 - CVS Corporation (NYSE: CVS), today announced record second quarter sales and earnings for the quarter ended July 3, 2004.

 

Net sales for the second quarter ended July 3, 2004 increased 7.7% to $6.94 billion, up from $6.44 billion during the second quarter of 2003. Same store sales (sales from stores open more than one year) for the quarter rose 6.1%, while pharmacy same store sales rose 7.0% and front-end same store sales increased 4.1%. Total pharmacy sales represented 69.1% of total company sales for the quarter.  Third party prescription sales were 93.7% of pharmacy sales for the quarter.

 

Net earnings for the second quarter increased 17.4% to $234.5 million or $0.56 per diluted share, compared with net earnings of $199.8 million or $0.49 per diluted share in the second quarter of 2003.

 

“I am very pleased with our results this quarter,” stated Tom Ryan, Chairman of the Board, President, and Chief Executive Officer of CVS Corporation. “We had healthy sales growth as the front-end regained momentum and gross margin performance was better-than-expected. This led to a 17% increase in net earnings, providing further evidence that our core business is thriving.”

 

“The completion of the Eckerd acquisition announced earlier this week couldn’t have come at a better time for this Company. The integration process has already begun under the leadership of an experienced team, and we look forward to reporting to you on our progress over time,” continued Mr. Ryan.

 

For the second quarter, CVS opened 22 new stores, closed 3 and relocated 17 others.  As of July 3, 2004, CVS operated 4,206 retail and specialty pharmacy stores in 32 states and the District of Columbia. On July 31, 2004, the Company completed the acquisition of approximately 1,260 Eckerd drug stores, located mainly in the southern United States, in addition to Eckerd Health Services, which includes Eckerd’s mail order and pharmacy benefit management businesses.

 

The Company will be holding a conference call today for the investment community at 8:30am (EST) to discuss the quarterly results. The call will be simulcast on the Company’s web site for all interested parties. To access the webcast, visit the Company’s web site at http://investor.CVS.com on the Investor Relations page to hear the call live, or to listen to an archive of the call, which will be available for a one-week period following the call.

 



 

CVS is America’s number one retail pharmacy with over 5,000 stores in 36 states and the District of Columbia.  With more than 40 years of dynamic growth in the retail pharmacy industry, CVS is committed to being the easiest pharmacy retailer for customers to use. CVS has created innovative approaches to serve the healthcare needs of all customers through its CVS/pharmacyâ stores, its online pharmacy; CVS.comâ and its pharmacy benefit management and specialty pharmacy subsidiary, PharmaCare Management Services. General information about CVS is available through the Investor Relations portion of the Company’s website, at http://investor.CVS.com.

 

– Tables Follow –

 



 

CVS CORPORATION

Consolidated Condensed Statements of Operations

(Unaudited)

 

 

 

13 Weeks Ended

 

26 Weeks Ended

 

In millions, except per share amounts

 

July 3,
2004

 

June 28,
2003

 

July 3,
2004

 

June 28,
2003

 

Net sales

 

$

6,943.1

 

$

6,444.9

 

$

13,761.7

 

$

12,757.7

 

Cost of goods sold, buying and warehousing costs

 

5,116.6

 

4,811.1

 

10,163.5

 

9,518.4

 

Gross margin

 

1,826.5

 

1,633.8

 

3,598.2

 

3,239.3

 

Selling, general and administrative expenses

 

1,343.2

 

1,211.4

 

2,615.9

 

2,403.0

 

Depreciation and amortization

 

96.1

 

85.4

 

189.5

 

168.0

 

Total operating expenses

 

1,439.3

 

1,296.8

 

2,805.4

 

2,571.0

 

Operating profit

 

387.2

 

337.0

 

792.8

 

668.3

 

Interest expense, net

 

6.0

 

12.7

 

13.8

 

25.3

 

Earnings before income tax provision

 

381.2

 

324.3

 

779.0

 

643.0

 

Income tax provision

 

146.7

 

124.5

 

299.9

 

246.9

 

Net earnings

 

234.5

 

199.8

 

479.1

 

396.1

 

Preference dividends, net of income tax benefit

 

3.7

 

3.7

 

7.3

 

7.3

 

Net earnings available to common shareholders

 

$

230.8

 

$

196.1

 

$

471.8

 

$

388.8

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

Net earnings

 

$

0.58

 

$

0.50

 

$

1.19

 

$

0.99

 

Weighted average basic common shares outstanding

 

398.0

 

394.0

 

397.2

 

393.7

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:(1)

 

 

 

 

 

 

 

 

 

Net earnings

 

$

0.56

 

$

0.49

 

$

1.15

 

$

0.97

 

Weighted average diluted common shares outstanding

 

415.0

 

406.6

 

413.6

 

406.2

 

Dividends declared per common share

 

$

0.06625

 

$

0.0575

 

$

0.1325

 

$

0.1150

 

 


(1) Diluted earnings per common share is computed by dividing (i) net earnings, after accounting for the difference between the dividends on the ESOP preference stock and common stock and after making adjustments for the incentive compensation plans by (ii) Basic shares plus the additional shares that would be issued assuming that all dilutive stock options are exercised and the ESOP preference stock is converted into common stock.  The dilutive earnings adjustment was $1.3 million and $1.6 million for the thirteen weeks ended July 3, 2004 and June 28, 2003 respectively.  The dilutive earnings adjustment was $2.7 million and $3.2 million for the twenty-six weeks ended July 3, 2004 and June 28, 2003 respectively.

 



 

CVS CORPORATION

Consolidated Condensed Balance Sheets

(Unaudited)

 

In millions, except share and per share amounts

 

July 3,
2004

 

January 3,
2004

 

Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

622.9

 

$

843.2

 

Accounts receivable, net

 

1,216.3

 

1,349.6

 

Inventories

 

4,003.3

 

4,016.5

 

Deferred income taxes

 

275.6

 

252.1

 

Other current assets

 

58.9

 

35.1

 

Total current assets

 

6,177.0

 

6,496.5

 

 

 

 

 

 

 

Property and equipment, net

 

2,838.6

 

2,542.1

 

Goodwill

 

889.0

 

889.0

 

Intangible assets, net

 

395.4

 

403.7

 

Other assets

 

213.5

 

211.8

 

Total assets

 

$

10,513.5

 

$

10,543.1

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable

 

$

1,656.4

 

$

1,666.4

 

Accrued expenses

 

1,280.1

 

1,499.6

 

Short-term debt

 

 

 

Current portion of long-term debt

 

23.3

 

323.2

 

Total current liabilities

 

2,959.8

 

3,489.2

 

 

 

 

 

 

 

Long-term debt

 

752.5

 

753.1

 

Deferred income taxes

 

41.6

 

41.6

 

Other long-term liabilities

 

230.8

 

237.4

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Preference stock, series one ESOP convertible, par value $1.00:
authorized 50,000,000 shares; issued and outstanding 4,400,000 shares at July 3, 2004 and 4,541,000 shares at January 3, 2004

 

235.2

 

242.7

 

Common stock, par value $0.01: authorized 1,000,000,000 shares;
issued 412,629,000 shares at July 3, 2004 and 410,187,000 shares at January 3, 2004

 

4.1

 

4.1

 

Treasury stock, at cost: 14,001,000 shares at July 3, 2004 and 14,803,000 shares at January 3, 2004

 

(405.6

)

(428.6

)

Guaranteed ESOP obligation

 

(163.2

)

(163.2

)

Capital surplus

 

1,632.7

 

1,557.2

 

Retained earnings

 

5,273.0

 

4,846.5

 

Accumulated other comprehensive loss

 

(47.4

)

(36.9

)

Total shareholders’ equity

 

6,528.8

 

6,021.8

 

Total liabilities and shareholders’ equity

 

$

10,513.5

 

$

10,543.1

 

 



 

CVS CORPORATION

Consolidated Condensed Statements of Cash Flows

(Unaudited)

 

 

 

 

26 Weeks Ended

 

In millions

 

July 3,
2004

 

June 28,
2003

 

Cash flows from operating activities:

 

 

 

 

 

Net earnings

 

$

479.1

 

$

396.1

 

Adjustments required to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

189.5

 

168.0

 

Deferred income taxes and other noncash items

 

(16.1

)

9.9

 

Change in operating assets and liabilities, providing/(requiring) cash, net of effects from acquisitions:

 

 

 

 

 

Accounts receivable, net

 

133.3

 

(50.1

)

Inventories

 

13.1

 

217.8

 

Other current assets

 

(24.0

)

8.1

 

Other assets

 

8.9

 

(1.9

)

Accounts payable

 

(10.0

)

(244.2

)

Accrued expenses

 

(208.7

)

(154.3

)

Other long-term liabilities

 

(5.9

)

(4.4

)

Net cash provided by operating activities

 

559.2

 

345.0

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Additions to property and equipment

 

(464.4

)

(406.7

)

Proceeds from sale-leaseback transactions

 

4.7

 

28.1

 

Acquisitions (net of cash acquired) and investments

 

(40.8

)

(68.0

)

Proceeds from sale or disposal of assets

 

8.5

 

3.8

 

Net cash used in investing activities

 

(492.0

)

(442.8

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Reductions in short-term debt

 

 

(4.8

)

Dividends paid

 

(52.5

)

(45.3

)

Reductions in long-term debt

 

(300.4

)

(0.3

)

Proceeds from exercise of stock options

 

65.4

 

14.6

 

Net cash used in financing activities

 

(287.5

)

(35.8

)

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(220.3

)

(133.6

)

Cash and cash equivalents at beginning of period

 

843.2

 

700.4

 

Cash and cash equivalents at end of period

 

$

622.9

 

$

566.8

 

 


-----END PRIVACY-ENHANCED MESSAGE-----