SECURITIES AND EXCHANGE COMMISSION TOTAL NUMBER OF
Washington, D. C. 20549 PAGES INCLUDED IN
THIS QUARTERLY
FORM 10-Q REPORT IS 17.
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934(NO FEE REQUIRED)
For the fiscal quarter ended December 31, 1995
-------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from____________ to _____________
Commission file number 1-5110
------
BERGEN BRUNSWIG CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-1444512
- -------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000 Metropolitan Drive, Orange, California 92668-3510
- -------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 385-4000
--------------------
No Change
- --------------------------------------------------------------------------------
(Former name, former address and former
fiscal year, if changed since last report)
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
<TABLE>
<CAPTION>
Title of each class of Number of Shares Outstanding
Common Stock January 31, 1996
---------------------- ----------------------------
<S> <C>
Class A Common Stock -
par value $1.50 per share 39,965,403
</TABLE>
INDEX TO EXHIBITS FOUND ON PAGE 15.
1
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
INDEX
-----
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets, December
31, 1995 and September 30, 1995 3
Statements of Consolidated Earnings
for the three months ended
December 31, 1995 and 1994 4
Statements of Consolidated Cash Flows
for the three months ended
December 31, 1995 and 1994 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
Part II. Other Information
Item 1. Legal Proceedings 10
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Index to Exhibits 15
2
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<CAPTION>
BERGEN BRUNSWIG CORPORATION
---------------------------
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND SEPTEMBER 30, 1995
(dollars in thousands)
(Unaudited)
==================================================================================================================================
December 31, September 30, LIABILITIES AND December 31, September 30,
- - ASSETS - - 1995 1995 - - SHAREOWNERS' EQUITY - - 1995 1995
==================================================================================================================================
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS: CURRENT LIABILITIES:
Cash and cash equivalents............ $ 124,669 $ 64,400 Accounts payable.................... $1,168,363 $1,140,466
Accounts and notes receivable, Accrued liabilities................. 79,244 84,500
less allowance for doubtful Customer credit balances............ 122,866 94,766
receivables: $22,156 at December Income taxes payable................ 6,888 -
31, 1995 and $21,364 at September Deferred income taxes............... 7,654 7,353
30, 1995........................... 576,098 603,830 Current portion of
Inventories.......................... 1,155,230 1,158,465 long-term obligations............. 1,325 1,325
Income taxes receivable.............. - 4,801 ---------- ----------
Prepaid expenses..................... 11,505 12,389 Total current liabilities......... 1,386,340 1,328,410
---------- ---------- ---------- ----------
Total current assets............... 1,867,502 1,843,885
---------- ---------- LONG-TERM OBLIGATIONS:
7 3/8% senior notes................. 149,217 149,189
5 5/8% senior notes................. 99,997 99,983
7 1/4% senior notes................. 99,670 99,662
Revolving bank loan payable......... 110,000 159,000
PROPERTY - at cost: 7% convertible subordinated
Land................................. 12,443 12,443 debentures........................ 20,609 20,914
Building and leasehold improvements.. 82,013 81,729 6 7/8% exchangeable subordinated
Equipment and fixtures............... 150,076 144,562 debentures........................ 10,575 10,575
---------- ---------- Deferred income taxes............... 2,427 2,719
Total property..................... 244,532 238,734 Other............................... 16,123 15,729
Less accumulated depreciation ---------- ----------
and amortization................... 91,573 85,675 Total long-term obligations....... 508,618 557,771
---------- ---------- ---------- ----------
Property - net..................... 152,959 153,059
---------- ---------- SHAREOWNERS' EQUITY:
Capital Stock:
Preferred - authorized 3,000,000
shares; issued: none............ - -
Class A Common - authorized
100,000,000 shares; issued:
OTHER ASSETS: 44,221,170 shares at December
Excess of cost over net assets of 31, 1995 and 44,183,074 at
acquired companies................. 338,898 341,125 September 30, 1995.............. 66,332 66,275
Investments.......................... 3,600 3,799 Paid-in capital..................... 163,609 163,075
Noncurrent receivables............... 7,583 7,706 Net unrealized loss on investments,
Deferred charges and other assets.... 55,215 55,956 net of income tax of $195 at
---------- ---------- December 31, 1995 and $121 at
Total other assets................. 405,296 408,586 September 30, 1995................ (306) (319)
---------- ---------- Retained earnings................... 389,075 378,229
---------- ----------
Total............................. 618,710 607,260
Less Treasury shares at cost:
4,354,588 shares at December 31,
1995 and September 30, 1995....... 87,911 87,911
---------- ----------
Total shareowners' equity......... 530,799 519,349
---------- ----------
TOTAL LIABILITIES AND
TOTAL ASSETS........................... $2,425,757 $2,405,530 SHAREOWNERS' EQUITY................ $2,425,757 $2,405,530
========== ========== ========== ==========
<FN>
See accompanying Notes to Consolidated Financial Statements.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BERGEN BRUNSWIG CORPORATION
---------------------------
STATEMENTS OF CONSOLIDATED EARNINGS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 1995 AND 1994
(in thousands except per share amounts)
--------------------------
1995 1994
--------------------------
(Unaudited)
<S> <C> <C>
Net sales and other revenues $ 2,377,362 $ 1,983,863
----------- -----------
Costs and expenses:
Cost of sales 2,243,135 1,867,920
Distribution, selling, general and administrative expenses 99,254 85,792
----------- -----------
Total costs and expenses 2,342,389 1,953,712
----------- -----------
Operating earnings 34,973 30,151
Net interest expense 8,030 6,791
----------- -----------
Earnings before taxes on income 26,943 23,360
Taxes on income 11,316 9,811
----------- -----------
Net earnings $ 15,627 $ 13,549
=========== ===========
Earnings per common and common equivalent share $ .39 $ .35
=========== ===========
Cash dividends per share of Class A Common Stock $ .120 $ .114
=========== ===========
<FN>
See accompanying Notes to Consolidated Financial Statements.
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BERGEN BRUNSWIG CORPORATION
---------------------------
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 1995 AND 1994
(in thousands)
---------------------
1995 1994
---------------------
(Unaudited)
<S> <C> <C>
Operating Activities
- --------------------
Net earnings $ 15,627 $ 13,549
Adjustments to reconcile net earnings to net cash flows
from operating activities:
Provision for doubtful accounts 1,512 1,880
Depreciation and amortization of property 5,996 4,741
Deferred compensation 561 577
Amortization of customer lists 437 437
Amortization of excess of cost over net assets of acquired companies 2,409 2,212
Deferred income taxes 81 (201)
Amortization of original issue discount on senior notes 50 42
Amortization of deferred financing costs 140 226
Gain on dispositions of property - (390)
Effects of changes on:
Receivables 26,343 10,885
Inventories 3,235 (9,474)
Prepaid expenses and other assets 891 3,672
Accounts payable 27,897 (95,425)
Accrued liabilities (5,255) (18,422)
Customer credit balances 28,100 18,380
Income taxes payable 11,689 9,420
-------- --------
Net cash flows from operating activities 119,713 (57,891)
-------- --------
Investing Activities
- --------------------
Sale (purchase) of other investments 139 (4,164)
Property acquisitions (5,897) (12,918)
Proceeds from dispositions of property - 414
-------- --------
Net cash flows from investing activities (5,758) (16,668)
-------- --------
Financing Activities
- --------------------
Repayment of revolving bank loan (49,000) -
Proceeds from revolving bank loan - 135,000
Repayment of other obligations (191) (201)
Redemption of convertible subordinated debentures (305) (20)
Shareowners' equity transactions:
Exercise of stock options 591 165
Cash dividends on Common Stock (4,781) (4,475)
-------- --------
Net cash flows from financing activities (53,686) 130,469
-------- --------
Net increase in cash and cash equivalents 60,269 55,910
Cash and cash equivalents at beginning of period 64,400 5,264
-------- --------
Cash and cash equivalents at end of period $124,669 $ 61,174
======== ========
Supplemental Cash Flows Disclosures
- -----------------------------------
Cash paid during the period for:
Interest $ 5,369 $ 1,646
Income taxes 174 1,035
<FN>
See accompanying Notes to Consolidated Financial Statements.
5
</TABLE>
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
A. Bergen Brunswig Corporation, a New Jersey corporation formed in 1956, and
its subsidiaries (collectively, the "Company") are a diversified drug and
health care distribution organization and, as such, the nation's largest
supplier of pharmaceuticals to the managed care market and the second
largest wholesaler to the retail pharmacy market. The Company is the only
pharmaceutical distributor to provide both pharmaceuticals and
medical-surgical supplies on a national basis.
The consolidated financial statements include the accounts of the Company,
after elimination of the effect of intercompany transactions and balances.
The Company's consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and related
notes contained in the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995. Certain reclassifications have been made in
the consolidated financial statements and notes to conform to fiscal 1996
presentations.
The preparation of the Company's consolidated financial statements in
conformity with generally accepted accounting principles necessarily
require management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the balance sheet dates and the reported amounts
of revenue and expense during the reporting periods.
B. On September 15, 1992, the Company entered into a credit agreement (the
"Credit Agreement") with a group of banks providing the Company with a
three-year $300 million unsecured revolving line of credit to be used to
fund the fiscal 1993 acquisition of Durr-Fillauer Medical, Inc. ("Durr")
and to be used for general working capital purposes of the Company. On
October 7, 1994, the Credit Agreement was amended to, among other things,
increase the maximum borrowing to $350 million and to extend the maturity
date to September 15, 1997. Borrowings outstanding under the Credit
Agreement were $110 million at December 31, 1995. Outstanding borrowings
under the Credit Agreement averaged $100 million during the three months
ended December 31, 1995.
On January 15, 1996, the Company repaid the $100 million aggregate
principal amount of its 5 5/8% Senior Notes (the "Notes") plus accrued
interest. The repayment was made from additional borrowings under the
Credit Agreement. These Notes were issued in January 1993 pursuant to the
$400 million shelf registration filed by the Company in December 1992.
6
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
On February 1, 1996, the Company filed a shelf registration statement with
the Securities and Exchange Commission. The registration statement covers
up to $400 million in senior and subordinated debt or equity securities
which may be offered from time to time after the registration statement is
declared effective.
C. On January 26, 1995, the Company declared a 5% stock dividend on the
Company's Class A Common Stock which was paid on March 1, 1995 to
shareowners of record on February 6, 1995. The dividend was charged to
retained earnings in the amount of $44.2 million, which was based on the
closing price of $23.375 per share of Class A Common Stock on the
declaration date. Average shares outstanding and all per share amounts
included in the accompanying consolidated financial statements and notes
are based on the increased numbers of shares giving retroactive effect to
the stock dividend.
D. Earnings per common and common equivalent share are based on the weighted
average number of shares of Class A Common Stock outstanding during each
period and the assumed exercise of dilutive employees' stock options (less
the number of Treasury shares assumed to be purchased from the proceeds
using the average market price of the Company's Class A Common Stock),
after giving effect each period to the 5% stock dividend declared January
26, 1995. Earnings per share are based upon 40,086,995 shares and
39,167,216 shares for the first quarters ended December 31, 1995 and 1994,
respectively.
E. In the opinion of management of the Company, the foregoing consolidated
financial statements reflect all adjustments necessary for a fair statement
of the results of the Company and its subsidiaries for the periods shown
and such adjustments are of a normal recurring nature. Results of
operations for the first quarter of fiscal 1996 are not necessarily
indicative of results to be expected for the full year.
7
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
- ---------------------
For the quarter ended December 31, 1995, net sales and other revenues increased
20%, while operating earnings and pre-tax earnings increased 16% and 15%,
respectively, from the same quarter in 1994.
Of the 20% increase in net sales and other revenues for the quarter,
approximately 3% in the aggregate is attributable to the acquisitions of
Colonial Healthcare Supply Co. in August 1995 and Biddle & Crowther Company in
January 1995, both privately-held medical-surgical supply distributors.
Approximately 17% of the net sales and other revenues increase reflects internal
growth within the Company's existing pharmaceutical business.
Earnings per share for the first quarter of fiscal 1996 increased 11% compared
to the first quarter of the prior year, on an increase of 2% in the average
number of common and common equivalent shares outstanding.
Cost of sales increased 20% from the first quarter a year ago, due mainly to the
Company's increased sales levels. The overall gross profit as a percent of net
sales and other revenues for the first quarter decreased as a result of a
decrease in gross margins due to continued price competition, partially offset
by increased opportunities for investment buying in the Company's pharmaceutical
distribution business, and a higher mix of sales from the Company's higher gross
margin medical-surgical supply distribution business. In the pharmaceutical
distribution industry, it has been customary to pass on to customers price
increases from manufacturers. Investment buying enables distributors such as
the Company to benefit from anticipated price increases. The rate or frequency
of future price increases by manufacturers, or the lack thereof, does influence
the profitability of the Company.
Management of the Company anticipates further downward pressure on gross margins
in the Company's pharmaceutical distribution business during the fiscal year
ending September 30, 1996 because of continued price competition influenced by
large buying groups. The Company expects that these pressures on operating
margin may be offset to some extent by increased sales of more profitable
products, such as generic drugs and medical-surgical supplies, and continued
reduction of distribution, selling, general and administrative expenses
("DSG&A") as a percentage of net sales and other revenues through improved
operating efficiencies.
DSG&A increased 16% over the prior year quarter, while net sales and other
revenues increased 20% over the prior year period. These expenses decreased as
a percent of net sales and other revenues from 4.3% in the first quarter of
fiscal 1995 to 4.2% in the first quarter of fiscal 1996. The decreased DSG&A as
a percentage of net sales and other revenues in the current year reflects
operating efficiencies
8
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)
resulting from the positive effects of the Company's restructuring plan adopted
for its pharmaceutical distribution business in the fourth quarter of fiscal
1993 and the continuing consolidation of distribution divisions into larger
regional distribution centers, partially offset by increased DSG&A in the
Company's medical-surgical supply business.
Net interest expense increased from $6.8 million to $8.0 million for the first
quarter of fiscal 1996 primarily due to interest on the $100 million 7 1/4%
Senior Notes which were issued June 1, 1995, partially offset by decreased
borrowings under the Credit Agreement.
Liquidity and Capital Resources
- -------------------------------
At December 31, 1995, capitalization consisted of 48% debt and 52% equity,
compared to 51% and 49%, respectively, at September 30, 1995. The decrease debt
percentage primarily reflects decreased borrowings under the Credit Agreement.
Borrowings under the Credit Agreement were $110.0 million and $159.0 million at
December 31, 1995 and September 30, 1995, respectively. Cash and cash
equivalents of $124.7 million at December 31, 1995 increased from $64.4 million
at September 30, 1995, primarily as a result of net cash flows from operating
activities.
Capital expenditures for the three months ended December 31, 1995 were $5.9
million and relate principally to additional investment in existing locations,
the acquisition of automated warehouse equipment and additional investments in
data processing equipment.
Cash dividends on Class A Common Stock amounted to $4.8 million for the three
months ended December 31, 1995 and $4.5 million for the same period in the prior
year, reflecting the increased number of shares of Class A Common Stock
outstanding.
The Company believes that internally generated funds and funds available under
the existing Credit Agreement will be sufficient to meet anticipated cash and
capital needs.
Furthermore, on February 1, 1996, the Company filed a Registration Statement on
Form S-3 with the Securities and Exchange Commission which, if declared
effective, will allow the Company to sell senior and subordinated debt or equity
securities to the public from time to time up to an aggregate maximum principal
amount of $400 million. The Company intends to use the net proceeds from the
sale of such Securities for general corporate purposes, which may include,
without limitations, the repayment of indebtedness of the Company or of any of
its subsidiaries, possible acquisitions, capital expenditures and working
capital needs. Pending such application, the net proceeds may be temporarily
invested in short term securities. Any offering of such securities shall be
made only by means of a prospectus.
9
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Drug Barn, Inc. ("Drug Barn"), a former retail pharmacy chain in the San
Francisco Bay Area, currently with two operating stores, owed the Company
approximately $6.2 million in principal obligations as of December 31, 1995, of
which approximately $1.2 million represents trade receivables and $5.0 million
represents a note which matured on March 25, 1993, neither of which has been
paid to date. The Company has a security interest in virtually all of Drug
Barn's assets, as well as personal guaranties, which collaterize the note and
trade receivables. The Company and Drug Barn have entered into litigation
relating to these obligations which is more fully detailed in "Item 3 - Legal
Proceedings" of Part I of the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995 as filed with the Securities and Exchange
Commission and is incorporated herein by reference.
Drug Barn commenced a Chapter 11 case in U.S. Bankruptcy Court for the
Northern District of California by filing a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in July 1993 and remains in
possession pursuant to 11 U.S.C. Section 1107.
In April 1994, this consolidated matter (excluding the bankruptcy court
matters) was transferred to the San Francisco County Superior Court along with
the California state actions referenced in the next paragraph. A trial date on
principally the contract-related actions may occur during calendar 1996, if the
bankruptcy reorganization plan referred to below is not confirmed.
In December 1995, the Company filed a plan of reorganization with the
Bankruptcy Court to resolve all of its claims with Drug Barn and its guarantors.
The plan of reorganization provides for, among other things, a sale of all Drug
Barn's assets, a distribution of the asset sale proceeds to creditors and a
settlement of all claims of any nature between the Company and Drug Barn (and
its guarantors). This plan is subject to confirmation by the Bankruptcy Court
and, if approved, will not have a material impact on the Company.
Between August 1993 and February 1994, the Company, along with various other
pharmaceutical industry-related companies, was named as a defendant in eight
separate state antitrust actions in three courts in California. These
lawsuits are more fully detailed in "Item 1 - Legal Proceedings" of Part II of
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994
as filed with the Securities and Exchange Commission and is incorporated herein
by reference.
10
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
PART II. OTHER INFORMATION
Between August 1993 and November 1993, the Company was also named in 11
separate Federal antitrust actions. All 11 actions were consolidated into one
multidistrict action in the Northern District of Illinois entitled, In Re
Brand-Name Prescription Drugs Antitrust Litigation, No. 94 C. 897 (MDL 997).
These lawsuits are more fully detailed in "Item 3 - Legal Proceedings" of Part I
of the Company's Annual Report on Form 10-K for the fiscal year ended September
30, 1995 as filed with the Securities and Exchange Commission and is
incorporated herein by reference.
In March 1995, the Company was named along with 30 other pharmaceutical
industry-related companies in a separate complaint filed in the U.S. District
Court, Eastern District of Arkansas entitled Lawrence Adams d/b/a Mc Spadden
Drug Store, et al. v. Abbott Laboratories, et al., alleging similar claims as in
the Federal complaint. The Company believes that this action will be
consolidated into the Federal multidistrict action.
In May 1994, the Company and Durr Drug Company were named as defendants,
along with 25 other pharmaceutical related-industry companies, in a state
antitrust class action in the Circuit Court of Greene County, Alabama entitled
Durrett v. UpJohn Company, et al. This lawsuit is more fully detailed in "Item
3 - Legal Proceedings" of Part I of the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1995 as filed with the Securities and
Exchange Commission and is incorporated herein by reference.
In October 1994, the Company entered into a sharing agreement with five
other wholesalers and 26 pharmaceutical manufacturers. Among other things, the
agreement provides that: (a) if a judgment is entered into against both the
manufacturer and wholesaler defendants, the total exposure for joint and several
liability of the Company is limited to $1,000,000; (b) if a settlement is
entered into by, between, and among the manufacturer and wholesaler defendants,
the Company has no monetary exposure for such settlement amount; (c) the six
wholesaler defendants will be reimbursed by the 26 pharmaceutical defendants for
related legal fees and expenses up to $9,000,000 total (of which the Company
will receive a proportionate share); and (d) the Company is to release certain
claims which it might have had against the manufacturer defendants for the
claims presented by the plaintiffs in these cases. The agreement covers the
Federal court litigation, as well as the cases which have been filed in various
state courts. On February 9, 1996, the class plaintiffs filed a motion for
preliminary approval of a settlement with 15 of the manufacturer defendants,
which, if approved by the court, would result in dismissal of claims against
those manufacturers and a reduction of the potential claims against the
remaining defendants, including those against the Company. The Company is not a
party to this settlement but retains protection afforded by the sharing
11
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
PART II. OTHER INFORMATION
agreement referenced above. After discussions with counsel, management of the
Company believes that the allegations of liability set forth in these lawsuits
are without merit as to the wholesaler defendants and that any attendant
liability of the Company, although unlikely, would not have a material adverse
effect on the Company's financial position or results of operations.
The Company is involved in various additional items of litigation. Although
the amount of liability at December 31, 1995 with respect to these items of
litigation cannot be ascertained, in the opinion of management, any resulting
future liability will not have a material adverse effect on its financial
position or results of operations.
12
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
--------
11 Computation of earnings per share for the three months ended
December 31, 1995 and 1994.
27 Financial Data Schedule for the three months ended December 31,
1995.
(b) REPORTS ON FORM 8-K:
There were no reports filed on Form 8-K during the three months ended
December 31, 1995.
13
<PAGE>
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.
BERGEN BRUNSWIG CORPORATION
By /s/ Robert E. Martini
---------------------------------
Robert E. Martini
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
By /s/ Neil F. Dimick
---------------------------------
Neil F. Dimick
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
February 9, 1996
14
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. PAGE NO.
- ----------- --------
11 Computation of earnings per share for the three 16
months ended December 31, 1995 and 1994.
27 Financial Data Schedule for the three months 17
ended December 31, 1995.
15
<TABLE>
EXHIBIT 11
<CAPTION>
BERGEN BRUNSWIG CORPORATION
---------------------------
COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED
DECEMBER 31, 1995 AND 1994
(in thousands except share and per share amounts)
---------------------------
1995 1994
---------------------------
(Unaudited)
<S> <C> <C>
DATA AS TO EARNINGS - Net Earnings $ 15,627 $ 13,549
========== ==========
DATA AS TO NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES:
Weighted average number of shares oustanding:
Class A Common Stock 39,852,775 39,076,232
Common equivalent shares assuming issuance of shares
represented by outstanding employees' stock options:
Additional shares assumed to be issued 1,420,533 891,758
Reduction of such additional shares assuming proceeds
invested in treasury stock (at average market prices
during each period) (1,186,313) (800,774)
---------- ----------
Average number of common and common
equivalent shares outstanding 40,086,995 39,167,216
========== ==========
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING $ .39 $ .35
========== ==========
<FN>
Reference is made to Notes C and D in the accompanying Notes to Consolidated Financial Statements.
16
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<CASH> 124,669
<SECURITIES> 0
<RECEIVABLES> 576,098
<ALLOWANCES> 22,156
<INVENTORY> 1,155,230
<CURRENT-ASSETS> 1,867,502
<PP&E> 244,532
<DEPRECIATION> 91,573
<TOTAL-ASSETS> 2,425,757
<CURRENT-LIABILITIES> 1,386,340
<BONDS> 508,618
<COMMON> 66,332
0
0
<OTHER-SE> 464,467
<TOTAL-LIABILITY-AND-EQUITY> 2,425,757
<SALES> 0
<TOTAL-REVENUES> 2,377,362
<CGS> 2,243,135
<TOTAL-COSTS> 2,342,389
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,512
<INTEREST-EXPENSE> 8,030
<INCOME-PRETAX> 26,943
<INCOME-TAX> 11,316
<INCOME-CONTINUING> 15,627
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,627
<EPS-PRIMARY> 0.39
<EPS-DILUTED> 0.39
</TABLE>
