-----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, GqbDlzlS0jAPq1ZRXGPmCCs/s6DmTvYeFGYxU4y4N6TLgqUuLisfqBq61PsP9knO HNZJAmRl3ORK1toSie1C3g== 0000898822-96-000143.txt : 19960424 0000898822-96-000143.hdr.sgml : 19960424 ACCESSION NUMBER: 0000898822-96-000143 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960422 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960423 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL HEALTH INC CENTRAL INDEX KEY: 0000721371 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 310958666 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11373 FILM NUMBER: 96549636 BUSINESS ADDRESS: STREET 1: 5555 GLENDON COURT CITY: DUBLIN STATE: OH ZIP: 43016 BUSINESS PHONE: 6147618700 MAIL ADDRESS: STREET 1: 655 METRO PLACE SOUTH STREET 2: SUITE 925 CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: CARDINAL DISTRIBUTION INC DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 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 APRIL 22, 1996 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) CARDINAL HEALTH, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) OHIO 0-12591 31-0958666 (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) INCORPORATION) 5555 GLENDON COURT, DUBLIN, OHIO 43016 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (614) 717-5000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 5. OTHER EVENTS On April 22, 1996, Cardinal Health, Inc., an Ohio corporation ("Cardinal"), announced its financial results for its third fiscal quarter ended March 31, 1996. A copy of Cardinal's press release dated April 22, 1996 announcing the financial results is filed as Exhibit 99.1 hereto and is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMA- TION AND EXHIBITS (c) Exhibits. The following exhibits are filed with this report: 99.1 Cardinal Press Release dated April 22, 1996. SIGNATURE 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. CARDINAL HEALTH, INC. Dated: April 23, 1996 By /s/ George H. Bennett, Jr. George H. Bennett, Jr. Executive Vice President, General Counsel and Secretary EXHIBIT INDEX 99.1 Cardinal Press Release dated April 22, 1996. EX-99 2 EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 [LETTERHEAD OF CARDINAL HEALTH, INC.] NEWS RELEASE FOR IMMEDIATE RELEASE MONDAY, APRIL 22, 1996 For Additional Information, Contact: Debra Dendahl Hadley Director, Investor Relations (614) 717-7481 THIRD QUARTER EARNINGS IMPROVE 23% AT CARDINAL HEALTH DUBLIN, OHIO, APRIL 22,1996 -- Cardinal Health, Inc. (NYSE: CAH) today reported record earnings for the third quarter of its fiscal year 1996. The company's net earnings of $36.8 million for the quarter ended March 31, 1996 were 23% higher than the $30.0 million recorded in the third quarter of 1995. Fully diluted earnings per share were $.75 in the most recent quarter, an increase of 23% from $.61 earned in the third quarter last year. For the first nine months of fiscal 1996, Cardinal earned $90.8 million, or $1.85 per share, versus $74.6 million, or $1.54 per share in the comparable period last year. Results for prior periods have been restated to reflect the November 1995 acquisition of Medicine Shoppe International, Inc. which was accounted for on a pooling of interests basis. Current year results expressed in the text of this release exclude the effect of a one-time charge of $11.8 million, net of tax, related to that merger recorded in the second quarter of fiscal 1996. The earnings improvement was driven by the combination of rising revenues and a stable gross margin, complemented by improved expense control. Revenues in the third quarter of fiscal 1996 rose 10% from the prior year to $2.2 billion. The company's gross margin was 6.85% in the most recent quarter compared with 6.90% in the prior year. Expenses increased only 3%, resulting in an expense to revenue ratio of 3.82% in the third quarter of 1996, down from 4.08% in the same period last year. Not included in revenues were $1.6 billion of brokerage shipments to retail drug chain warehouses, a 31% increase compared with the first nine months of fiscal 1995. Return on revenues continued to improve in the third quarter and first nine months of 1996. Earnings before income taxes rose to 2.81% of revenues in the most recent quarter, up from 2.55% in the year-ago period. For the first nine months of 1996, the ratio of earnings before income taxes to revenues was 2.40% versus 2.17% for the same period in 1995. Return on average shareholders' equity in the third quarter of fiscal 1996 rose to 21.3%, up from 20.5% in the comparable prior year quarter. -- more -- "We are very pleased with our continued progress in driving profitability and return on investment levels higher," commented Robert D. Walter, chairman and chief executive officer of Cardinal Health, Inc. "We have made excellent progress in controlling expense growth, with the majority of the improvement coming from greater efficiencies in distribution. As a result, operating earnings per employee increased 8% from the year ago measurement." The company continues to make significant investments in information systems development and distribution operations. Year-to-date, Cardinal's capital expenditures total $50 million, a 126% increase from the same period last year. At quarter-end, the number of customers using CardinalCHOICE Trademark systems increased to 4,820 up 36% from the same time last year. During the quarter, an advanced warehouse automation system came fully on-line at the company's largest facility, located in Boston. Numerous other initiatives related to the automation or consolidation of facilities are currently underway. Cardinal's balance sheet at quarter-end was very sound. The company had a net debt to total capital ratio of 24.7% at March 31, 1996, down from 30.9% one year before. Shareholders' equity to total assets at the end of the third quarter of fiscal 1996 measured 32.0%, and total capital to total assets on that date was 48.3%. Medicine Shoppe International, Inc., Cardinal's wholly- owned apothecary style retail pharmacy franchisor, continues to meet expectations. Medicine Shoppe, which is currently celebrating its 25th anniversary, added a total of 23 new stores (16 domestic and 7 foreign) to its operations during the third quarter. In addition, the first Medicine Shoppe Registered Pharmacy in Indonesia opened earlier this month. Cardinal Health, which was already the designated provider to Medicine Shoppe Pharmacies in nine states, recently became the designated provider in an additional six states. As a result, the company's volume of business with Medicine Shoppe has expanded to approximately $350 million annually. On February 7, 1996, Cardinal Health and Pyxis Corporation announced the signing of a definitive agreement with respect to a merger in which Pyxis will become a wholly-owned subsidiary of Cardinal. On April 26, 1996, special meetings of the shareholders of both companies will be held to vote on this transaction. Cardinal currently expects to complete this transaction within ten business days from the date of the special shareholders' meetings. Cardinal Health, Inc., based in Dublin, Ohio, is one of the country's largest heath care service providers. The company provides an array of value-added pharmaceutical distribution services to a broad base of customers nationwide including hospitals, independent and chain pharmacies, managed care facilities, alternate care centers, and the pharmacy departments of supermarkets and mass merchandisers. The company is also a franchisor of apothecary-style pharmacies through its wholly-owned subsidiary, Medicine Shoppe International, Inc. -- more -- [LOGO OF CARDINAL HEALTH, INC.] CARDINAL HEALTH, INC. CONSOLIDATED STATEMENTS OF EARNINGS (in thousands, except per share amounts)
THIRD QUARTER (UNAUDITED) ------------------------------------------------------------ March 31, % of March 31, % of 1996 Net Revenues 1995 Net Revenues % Change ------------------------------------------------------------ Net Revenues $ 2,202,804 100.00% $2,001,250 100.00% 10% Cost of Products Sold 2,051,878 93.15% 1,863,258 93.10% 10% ---------- -------- Gross Margin 150,926 6.85% 137,992 6.90% 9% S, G & A Expenses 84,117 3.82% 81,660 4.08% 3% ---------- -------- Operating Earnings 66,809 3.03% 56,332 2.82% 19% Other Income (Expense); Interest Expense (6,037) 0.27% (6,443) 0.32% (6)% Other, net 1,072 0.05% 1,041 0.05% 3% ---------- -------- Earnings Before Income Taxes 61,844 2.81% 50,930 2.55% 21% Provision for Income Taxes 25,047 1.14% 20,944 1.05% 20% ---------- -------- Net Earnings $ 36,797 1.67% $ 29,986 1.50% 23% ========== ======== Earnings Per Common Share: Primary $ 0.75 $ 0.61 23% Fully Diluted $ 0.75 $ 0.61 23% Weighted Average Number of Shares Outstanding: Primary 49,157 49,170 Fully Diluted 49,224 49,178
-- more -- [LOGO OF CARDINAL HEALTH, INC.] CARDINAL HEALTH, INC. CONSOLIDATED STATEMENTS OF EARNINGS (in thousands, except per share amounts)
YEAR-TO-DATE (unaudited) ------------------------------------------------------------- March 31, % of March 31, % of 1996 Net Revenues 1995 Net Revenues % Change ------------------------------------------------------------- Net Revenues $6,381,569 100.00% $5,832,645 100.00% 9% Cost of Products Sold 5,964,137 93.46% 5,456,944 93.56% 9% --------- --------- Gross Margin 417,432 6.54% 375,701 6.44% 11% S, G & A Expenses 254,459 3.99% 237,842 4.08% 7% Merger Expenses (16,374) --------- --------- Operating Earnings 146,599 2.30% 137,859 2.36% 6% Other Income (Expense): Interest Expense (14,278) 0.22% (14,689) 0.25% (3)% Other, net 4,614 0.07% 3,654 0.06% 26% --------- --------- Earnings Before Income Taxes 136,935 2.15% 126,824 2.17% 8% Provision for Income Taxes 57,932 0.91% 52,186 0.89% 11% --------- --------- Net Earnings $ 79,003 1.24% $ 74,638 1.28% 6% ========= ========= Earnings Per Common Share: Primary $ 1.61 $ 1.54 5% Fully Diluted $ 1.61 $ 1.54 5% /------------------------------------------------------------------------------------/ /Pro Forma Earnings / / Before Income / / Taxes(a) $ 153,309 2.40% $ 126,824 2.17% 21% / / / /Pro Forma Earnings(a) $ 90,803 1.42% $ 74,638 1.28% 22% / / / /Pro Forma Earnings / / Per Common Share(a) / / Primary $ 1.85 $ 1.54 20% / / Fully Diluted $ 1.85 $ 1.54 20% / /------------------------------------------------------------------------------------/ Weighted Average Number of Shares Outstanding: Primary 49,060 48,478 Fully Diluted 49,100 48,522 (a) Pro forma earnings before income taxes, earnings and earnings per Common Share exclude the effect of Medicine Shoppe Merger costs of approximately $16,374,000 ($11,800,000, net of tax) recorded during the three months ended December 31, 1995.
-- more -- [LOGO OF CARDINAL HEALTH, INC.] CARDINAL HEALTH, INC. CONSOLIDATED BALANCE SHEETS ($000's) (UNAUDITED)
March 31, June 30, March 31, 1996 1995 1995 ------------ ------------ ------------ ASSETS ------ CURRENT ASSETS Cash and Equivalents and Marketable Securities $ 129,480 $ 83,220 $ 61,488 Trade Receivables 560,495 529,672 535,840 Merchandise Inventories 1,232,641 1,071,811 1,086,235 Prepaid Expenses and Other 30,855 25,472 30,084 --------- --------- --------- Total Current Assets 1,953,471 1,710,175 1,713,647 Property and Equipment - at Cost 228,727 183,287 163,280 Less: Accumulated Depreciation and Amortization (98,477) (86,205) (83,225) --------- --------- --------- Property and Equipment - Net 130,250 97,082 80,055 Finance Notes and Accrued Interest Receivable 29,019 27,278 27,553 Intangibles and Other 87,809 85,141 83,383 --------- --------- --------- TOTAL ASSETS $2,200,549 $1,919,676 $1,904,638 ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY ----------------------------- CURRENT LIABILITIES Notes Payable - Banks $ - $ 3,000 $ 117,000 Current Portion of Long-Term Obligations 101,963 2,083 2,160 Accounts Payable 1,001,205 952,206 867,207 Other Accrued Liabilities 118,691 116,789 106,425 --------- --------- --------- Total Current Liabilities 1,221,859 1,074,078 1,092,792 Long-Term Obligations, Less Current Portion 257,943 209,202 210,161 Deferred Taxes and Other Liabilities 17,422 12,710 2,948 Common Shares - Without Par Value 368,184 360,468 357,905 Retained Earnings 343,203 270,363 247,894 Common Shares in Treasury - At Cost (4,889) (4,011) (3,790) Unamortized Value of Restricted Stock Awards (3,173) (3,134) (3,272) --------- --------- --------- Total Shareholders' Equity 703,325 623,686 598,737 --------- --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,200,549 $1,919,676 $1,904,638 ========= ========= ========= March/June March/March Difference Difference ---------- ----------- ASSETS ------ CURRENT ASSETS Cash and Equivalents and Marketable Securities $ 46,260 $ 67,992 Trade Receivables 30,823 24,655 Merchandise Inventories 160,830 146,406 Prepaid Expenses and Other 5,383 771 -------- --------- Total Current Assets 243,296 239,824 Property and Equipment - at Cost 45,440 65,447 Less: Accumulated Depreciation and Amortization (12,272) (15,252) -------- --------- Property and Equipment - Net 33,168 50,195 Finance Notes and Accrued Interest Receivable 1,741 1,466 Intangibles and Other 2,668 4,426 -------- --------- TOTAL ASSETS $280,873 $ 295,911 ======== ========= LIABILITIES AND SHAREHOLDERS' EQUITY ----------------------------- CURRENT LIABILITIES Notes Payable - Banks $ (3,000) $(117,000) Current Portion of Long-Term Obligations 99,880 99,803 Accounts Payable 48,999 133,998 Other Accrued Liabilities 1,902 12,266 ------- -------- Total Current Liabilities 147,781 129,067 Long-Term Obligations, Less Current Portion 48,741 47,782 Deferred Taxes and Other Liabilities 4,712 14,474 Common Shares - Without Par Value 7,716 10,279 Retained Earnings 72,840 95,309 Common Shares in Treasury - At Cost (878) (1,099) Unamortized Value of Restricted Stock Awards (39) 99 ------- -------- Total Shareholders' Equity 79,639 104,588 ------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $280,873 $295,911 ======= =======
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