================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended March 31, 1997
------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 92868-3510
- --------------------------------------------- ----------------------
(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 April 30, 1997*
-------------------------- -----------------------------
<S> <C>
Class A Common Stock -
par value $1.50 per share 50,209,946
<FN>
* Reflects the 25% stock dividend declared April 24, 1997 and payable June 2,
1997.
</FN>
</TABLE>
================================================================================
INDEX TO EXHIBITS FOUND ON PAGE 14.
1
<PAGE>
BERGEN BRUNSWIG CORPORATION
INDEX
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets, March
31, 1997 and September 30, 1996 3
Statements of Consolidated Earnings
for the second quarter and six months
ended March 31, 1997 and 1996 4
Statements of Consolidated Cash
Flows for the six months ended
March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Index to Exhibits 14
2
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BERGEN BRUNSWIG CORPORATION
---------------------------
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND SEPTEMBER 30, 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
====================================================================================================================================
March 31, September 30, LIABILITIES AND March 31, September 30,
- - ASSETS - - 1997 1996 - - SHAREOWNERS' EQUITY - - 1997 1996
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS: CURRENT LIABILITIES:
Cash and cash equivalents........... $ 27,520 $ 21,408 Accounts payable........................ $1,309,453 $1,249,167
Accounts and notes receivable, Accrued liabilities..................... 81,228 92,005
less allowance for doubtful Customer credit balances................ 135,955 133,282
receivables: $27,491 at Deferred income taxes................... 14,041 16,006
March 31, 1997 and $23,459 Current portion of
at September 30, 1996............ 717,227 667,255 long-term obligations................. 1,125 1,125
Inventories......................... 1,358,029 1,220,975 ---------- ----------
Income taxes receivable............. 10,185 13,915 Total current liabilities...... 1,541,802 1,491,585
Prepaid expenses.................... 8,831 8,656 ---------- ----------
---------- ---------- LONG-TERM OBLIGATIONS:
Total current assets....... 2,121,792 1,932,209 7 3/8% senior notes..................... 149,356 149,300
---------- ---------- 7 1/4% senior notes..................... 99,714 99,696
Revolving bank loan payable............. 228,000 120,000
7% convertible subordinated debentures.. 20,609 20,609
6 7/8% exchangeable
subordinated debentures............... 8,425 8,425
PROPERTY - at cost: Deferred income taxes................... 2,920 3,489
Land................................ 12,639 12,452 Other................................... 18,127 17,756
Building and leasehold improvements. 81,166 79,048 ---------- ----------
Equipment and fixtures.............. 170,814 163,827 Total long-term obligations.... 527,151 419,275
---------- ---------- ---------- ----------
Total property............. 264,619 255,327 SHAREOWNERS' EQUITY:
Less accumulated depreciation Capital stock:
and amortization................. 124,345 112,600 Preferred - authorized 3,000,000
---------- ---------- shares; issued: none.............. - -
Property - net............. 140,274 142,727 Class A Common - authorized
---------- ---------- 100,000,000 shares; issued:
55,641,674 shares at March
31, 1997 and 55,521,175 shares
at September 30, 1996............. 83,463 83,282
Paid-in capital......................... 152,127 150,652
OTHER ASSETS: Net unrealized (loss) gain on
Excess of cost over net assets investments, net of income tax of
of acquired companies............ 334,186 339,030 $(79) at March 31, 1997 and $231
Investments......................... 7,809 5,161 at September 30, 1996................ (125) 363
Noncurrent receivables.............. 9,987 9,939 Retained earnings....................... 461,640 432,580
Deferred charges and other assets... 64,099 60,760 ---------- ----------
---------- ---------- Total................................ 697,105 666,877
Total other assets......... 416,081 414,890 Less Treasury shares at cost:
---------- ---------- 5,443,200 shares at March 31,
1997 and 5,443,197 shares at
September 30, 1996................... 87,911 87,911
---------- ----------
Total shareowners' equity...... 609,194 578,966
---------- ----------
TOTAL ASSETS.......................... $2,678,147 $2,489,826 TOTAL LIABILITIES AND SHAREOWNERS' EQUITY. $2,678,147 $2,489,826
========== ========== ========== ==========
<FN>
See accompanying Notes to Consolidated Financial Statements.
3
</FN>
</TABLE>
<PAGE>
<TABLE>
BERGEN BRUNSWIG CORPORATION
---------------------------
STATEMENTS OF CONSOLIDATED EARNINGS
FOR THE SECOND QUARTER AND SIX MONTHS ENDED
MARCH 31, 1997 AND 1996
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<CAPTION>
SECOND QUARTER SIX MONTHS
------------------------------- ------------------------------
1997 1996 1997 1996
------------------------------- ------------------------------
<S> <C> <C> <C> <C>
Net sales and other revenues $ 2,890,457 $ 2,454,360 $ 5,712,579 $ 4,831,722
-------------- -------------- ------------- -------------
Costs and expenses:
Cost of sales 2,720,793 2,306,477 5,388,939 4,549,612
Distribution, selling, general
and administrative expenses 120,244 104,681 236,558 203,935
Merger expenses 5,800 - 5,800 -
-------------- -------------- ------------- -------------
Total costs and expenses 2,846,837 2,411,158 5,631,297 4,753,547
-------------- -------------- ------------- -------------
Operating earnings 43,620 43,202 81,282 78,175
Net interest expense 8,569 8,048 15,157 16,078
-------------- -------------- ------------- -------------
Earnings before taxes on income 35,051 35,154 66,125 62,097
Taxes on income 14,546 14,765 27,442 26,081
-------------- -------------- ------------- -------------
Net earnings $ 20,505 $ 20,389 $ 38,683 $ 36,016
============== ============== ============= =============
Earnings per common and
common equivalent share $ .40 $ .41 $ .76 $ .72
============== ============== ============= =============
Cash dividends per share
on Class A Common Stock $ .096 $ .096 $ .192 $ .192
============== ============== ============= =============
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
4
</TABLE>
<PAGE>
<TABLE>
BERGEN BRUNSWIG CORPORATION
---------------------------
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE SIX MONTHS ENDED
MARCH 31, 1997 AND 1996
(IN THOUSANDS)
(UNAUDITED)
<CAPTION>
------------------------------------
1997 1996
------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 38,683 $ 36,016
Adjustments to reconcile net earnings to net cash
flows from operating activities:
Provision for doubtful accounts 6,836 4,111
Depreciation and amortization of property 13,432 12,128
Deferred compensation 1,131 953
Amortization of customer lists 874 874
Amortization of excess of cost over
net assets of acquired companies 4,851 4,797
Deferred income taxes (2,223) (1,456)
Amortization of original issue discount on senior notes 74 90
Amortization of other intangible assets 648 634
Gain on dispositions of property - (11)
Effects of changes on:
Receivables (56,856) 4,445
Inventories (137,054) (119,921)
Prepaid expenses and other assets (5,004) 370
Accounts payable 60,286 219,186
Accrued liabilities (10,777) (7,530)
Customer credit balances 2,673 23,658
Income taxes receivable 3,730 5,911
---------------- ------------
Net cash flows from operating activities (78,696) 184,255
---------------- ------------
INVESTING ACTIVITIES
(Purchase) sale of other investments (3,447) 156
Property acquisitions (10,979) (10,129)
Proceeds from property dispositions - 35
---------------- ------------
Net cash flows from investing activities (14,426) (9,938)
---------------- ------------
FINANCING ACTIVITIES
Proceeds from revolving bank loan 108,000 -
Repayment of senior notes - (100,000)
Repayment of revolving bank loan - (89,000)
Repayment of other obligations (799) (945)
Redemption of convertible subordinated debentures - (305)
Shareowners' equity transactions:
Exercise of stock options 1,656 2,757
Cash dividends on Common Stock (9,623) (9,576)
---------------- ------------
Net cash flows from financing activities 99,234 (197,069)
---------------- ------------
Net increase (decrease) in cash and cash equivalents 6,112 (22,752)
Cash and cash equivalents at beginning of period 21,408 64,400
---------------- ------------
Cash and cash equivalents at end of period $ 27,520 $ 41,648
================ ============
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the period for:
Interest $ 15,245 $ 17,308
Income taxes 28,702 22,288
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
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 one of
the largest pharmaceutical distributors 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 accompanying unaudited interim consolidated financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") for reporting on Form 10-Q and do not include
all of the information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles. The accompanying unaudited interim consolidated
financial statements should be read in conjunction with the audited
Consolidated Financial Statements and Notes to Consolidated Financial
Statements contained in the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996. Certain reclassifications have been
made in the consolidated financial statements and notes to conform to
fiscal 1997 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. Actual results could
differ from these estimates and assumptions.
B. The Company's credit agreement (the "Credit Agreement") allows borrowings
of up to $400 million and also allows borrowings under discretionary
credit lines ("discretionary lines") outside of the Credit Agreement.
Outstanding borrowings under the Credit Agreement including discretionary
lines were $228 million at March 31, 1997 and averaged $217 million during
the three months then ended.
The Company filed a shelf registration statement with the SEC which became
effective on March 27, 1996. The registration statement allows 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
6
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
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. No offering has occurred
since the effective date of the registration statement. Any offering of
such securities shall be made only by means of a prospectus.
C. On April 24, 1997, the Company declared a 25% stock dividend on the
Company's Class A Common Stock payable on June 2, 1997 to shareowners of
record on May 5, 1997. Share and per share amounts included in the
accompanying consolidated financial statements and notes are based on the
increased number 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 25% stock dividend declared April
24, 1997. Earnings per share are based upon 50,589,916 shares and
50,324,868 shares for the second quarter ended March 31, 1997 and 1996,
respectively, and 50,563,365 shares and 50,216,806 shares for the
respective six-month year-to-date periods.
E. On March 20, 1997, the Company terminated its previously announced merger
agreement with IVAX Corporation ("IVAX"). During the second quarter of
fiscal 1997, the Company recorded a one-time pre-tax charge of $5.8
million ($3.4 million, net of income tax benefit of $2.4 million, or $.07
per share) for expenses related to the terminated merger with IVAX. The
Company will seek recovery of these expenses as part of its pending
litigation with IVAX.
F. In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share
("EPS")," which will require the Company to disclose basic EPS and diluted
EPS for all periods for which an income statement is presented, and which
will replace disclosure currently being made for primary EPS and
fully-diluted EPS. The Company is required to adopt this standard in its
quarter ended December 31, 1997. Pro forma disclosure of basic EPS and
diluted EPS for the current reporting and comparable periods in the prior
year is as follows:
7
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
<TABLE>
<CAPTION>
Second Quarter Ended Six Months Ended
March 31, 1997 March 31, 1997
-------------------- ----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Earnings Per Share:
Basic $.41 $.41 $.77 $.72
Diluted $.40 $.41 $.76 $.72
</TABLE>
G. 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 six months of fiscal 1997 are not
necessarily indicative of results to be expected for the full year.
8
<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 March 31, 1997, net sales and other revenues increased
18%, while operating earnings increased 1% from the quarter ended March 31,
1996. Pre-tax earnings were "flat" compared to the same quarter in the prior
year. For the six months ended March 31, 1997, net sales and other revenues
increased 18%, while operating earnings and pre-tax earnings increased 4% and
6%, respectively, compared to the six-month period ended March 31, 1996.
Operating earnings and pre-tax earnings for the second quarter and first six
months of fiscal 1997 were impacted by a pre-tax charge of $5.8 million for
expenses related to the merger with IVAX Corporation which was terminated on
March 20, 1997. See Note E of Notes to Consolidated Financial Statements in Part
I, Item 1 of this Quarterly Report.
Substantially all of the net sales and other revenues increase for both the
quarter and six-month periods reflect internal growth within both the Company's
existing pharmaceutical and medical-surgical supply distribution businesses.
Earnings per share for the second quarter of fiscal 1997 decreased 2%, while the
first six months of fiscal 1997 increased 6%, both on increases of 1% in the
average number of common and common equivalent shares outstanding. The merger
expenses referred to above were equivalent to $.07 per share.
Had the Company not recorded the above-mentioned $5.8 million merger expenses in
the second quarter of fiscal 1997, operating earnings and pre-tax earnings would
have increased 14% and 16%, respectively, from the quarter ended March 31, 1996.
For the six months ended March 31, 1997, operating earnings and pre-tax earnings
would have increased 11% and 16%, respectively, compared to the six-month period
ended March 31, 1996. Earnings per share for both the quarter and six months
ended March 31, 1997 would have increased 15% over the comparable periods of the
prior year.
Cost of sales increased 18% from both the second quarter and six-month period of
fiscal 1996, respectively, due mainly to the Company's increased sales levels.
The overall gross profit as a percent of net sales and other revenues (gross
profit margin) for the second quarter and first six months of fiscal 1997
decreased as a result of a decrease in gross margins due to continued price
competition and a change in customer mix in the Company's pharmaceutical
distribution business, partially offset by increased opportunities for
investment buying and a higher mix of sales from the Company's higher gross
margin medical-surgical supply distribution business. The gross profit margin in
the Company's pharmaceutical distribution business for the second quarter and
six-month periods of fiscal 1997 declined 2.1% and 2.4%, respectively, from the
comparable periods of the prior year, primarily due to competitive factors. The
gross profit margin in the Company's medical-surgical supply distribution
business for the second quarter and six-month periods of fiscal 1997 declined
9.0% and 10.9%, respectively, over the same
9
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
Item 2. Management's Discussion And Analysis Of Financial Condition
And Results Of Operations (Continued)
periods a year ago, primarily due to a higher mix of lower gross margin acute
care business. In both the pharmaceutical and medical-surgical supply
distribution industries, 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 and medical-surgical supply
business during the fiscal year ending September 30, 1997 because of continued
price competition influenced by large customers. The Company expects that these
pressures on operating margins 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 more efficient operations.
DSG&A, including the merger expenses, increased 20% and 19% from the prior year
quarter and six-month period, respectively, while net sales and other revenues
increased 18% over both the prior year quarter and six-month period. These
expenses as a percent of net sales and other revenues were 4.4% and 4.3% in the
second quarter of fiscal 1997 and 1996, respectively, and were 4.2% of net sales
and other revenues in both the current and prior year six-month periods. Had the
Company not recorded the merger expenses in the second quarter of fiscal 1997,
DSG&A as a percent of net sales and other revenues would have been 4.2% and 4.1%
for the current year quarter and six-month period, respectively. The decreased
DSG&A as a percent of net sales and other revenues in the current year six-month
period reflects continued operating efficiencies, including the positive effects
of the continuing consolidation of distribution locations.
Net interest expense increased from $8.0 million to $8.6 million for the second
quarter primarily due to increased borrowings under the Credit Agreement. Net
interest expense decreased from $16.1 million to $15.2 million for the six-month
period primarily due to decreased interest on the $100 million 5 5/8% Senior
Notes which were repaid on January 15, 1996, partially offset by increased
borrowings under the Credit Agreement.
Liquidity And Capital Resources
- -------------------------------
At March 31, 1997, capitalization consisted of 45% debt and 55% equity, compared
to 41% and 59%, respectively, at September 30, 1996. Borrowings under the credit
agreement were $228.0 million and $120.0 million at March 31, 1997 and September
30, 1996, respectively. Cash and cash equivalents at March 31, 1997 increased
$6.1 million from September 30, 1996, primarily as a result of increased
borrowings under the Credit Agreement, partially offset by a
10
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
Item 2. Management's Discussion And Analysis Of Financial Condition
And Results Of Operations (Continued)
decrease in net cash flows from operating activities (principally due to
anticipated increases in both accounts receivable and in investment in
inventory, net of trade accounts payable).
Capital expenditures for the six months ended March 31, 1997 were $11.0 million
and relate principally to additional investment in existing locations, including
the acquisition of automated warehouse equipment and additional investments in
data processing equipment.
The Company filed a shelf registration statement with the Securities and
Exchange Commission ("SEC") which became effective on March 27, 1996. The
registration statement allows the Company to sell senior and subordinated debt
or equity securities to the public from time to time up to an aggregate amount
of $400 million. No offering has occurred since the effective date of the
registration statement. See Note B of Notes to Consolidated Financial Statements
in Part I, Item 1 of this Quarterly Report.
On March 20, 1997, the Company terminated its previously announced merger
agreement with IVAX Corporation. See Note E of Notes to Consolidated Financial
Statements in Part I, Item 1 of this Quarterly Report.
Cash dividends on class a common stock amounted to $9.6 million for both the six
months ended March 31, 1997 and 1996.
The Company believes that internally generated funds, funds available under the
existing Credit Agreement and funds available under the existing shelf
registration will be sufficient to meet anticipated cash and capital needs.
11
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On March 20, 1997, the Company announced that it had terminated its
previously announced merger with IVAX Corporation ("IVAX"). In connection with
such termination the Company filed a lawsuit against IVAX in the United States
District Court for the Southern District of New York alleging, among other
things, various breaches of its merger agreement.
There have been no new developments in the legal proceedings as previously
reported in Part I, Item 3 of the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996 filed with the Securities and Exchange
Commission on December 30, 1996.
The Company is involved in various additional items of litigation.
Although the amount of liability at March 31, 1997 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.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
--------
11 Computation of earnings per share for the second quarter and
six months ended March 31, 1997 and 1996.
27 Financial Data Schedule for the six months ended March 31, 1997.
(b) REPORTS ON FORM 8-K:
-------------------
On March 21, 1997, a Current Report on Form 8-K, dated March 20, 1997, was
filed reporting under Items 5 and 7, that the Company had terminated the
Agreement and Plan of Merger, dated as of November 10, 1996, among BBI
Healthcare Corporation, IVAX Corporation, the Company, BBI-I Sub, Inc. and
BBI-B Sub, Inc.
12
<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/ Donald R. Roden
-----------------------------------------
Donald R. Roden
President and Chief Executive Officer
(Principal Executive Officer)
By /s/ Neil F. Dimick
-----------------------------------------
Neil F. Dimick
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
May 12, 1997
13
<PAGE>
BERGEN BRUNSWIG CORPORATION
---------------------------
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. PAGE NO.
- ----------- --------
11 Computation of earnings per share for the second quarter 15
and six months ended March 31, 1997 and 1996.
27 Financial Data Schedule for the six months ended 16
March 31, 1997.
14
<TABLE>
EXHIBIT 11
BERGEN BRUNSWIG CORPORATION
---------------------------
COMPUTATION OF EARNINGS PER SHARE
FOR THE SECOND QUARTER AND SIX MONTHS ENDED
MARCH 31, 1997 AND 1996
(in thousands except share and per share amounts)
(Unaudited)
<CAPTION>
SECOND QUARTER SIX MONTHS
-------------------------- --------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
DATA AS TO EARNINGS - NET EARNINGS $ 20,505 $ 20,389 $ 38,683 $ 36,016
============ ============ ============ ============
DATA AS TO NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES:
Weighted average number of shares of Class A
Common Stock outstanding 50,149,037 49,983,904 50,126,686 49,899,936
Common equivalent shares assuming issuance
of shares represented by outstanding
employees' stock options:
Additional shares assumed to be issued 2,263,784 2,248,736 2,300,758 2,012,201
Reduction of such additional shares assuming
proceeds invested in treasury stock (at
average market prices during each period) (1,822,905) (1,907,772) (1,864,079) (1,695,331)
------------ ------------ ------------ ------------
Average number of common and common
equivalent shares outstanding 50,589,916 50,324,868 50,563,365 50,216,806
============ ============ ============ ============
EARNINGS PER COMMON AND COMMON
EQUIVALENT SHARE OUTSTANDING $ .40 $ .41 $ .76 $ .72
============ ============ ============ ============
<FN>
Reference is made to Notes C and D in the accompanying Notes to Consolidated Financial Statements.
</FN>
14
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF BERGEN BRUNSWIG CORPORATION FOR THE SIX
MONTHS PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 27,520
<SECURITIES> 0
<RECEIVABLES> 744,718
<ALLOWANCES> 27,491
<INVENTORY> 1,358,029
<CURRENT-ASSETS> 2,121,792
<PP&E> 264,619
<DEPRECIATION> 124,345
<TOTAL-ASSETS> 2,678,147
<CURRENT-LIABILITIES> 1,541,802
<BONDS> 527,151
<COMMON> 83,463
0
0
<OTHER-SE> 525,731
<TOTAL-LIABILITY-AND-EQUITY> 2,678,147
<SALES> 0
<TOTAL-REVENUES> 5,712,579
<CGS> 5,388,939
<TOTAL-COSTS> 5,631,297
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,157
<INCOME-PRETAX> 66,125
<INCOME-TAX> 27,442
<INCOME-CONTINUING> 38,683
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 38,683
<EPS-PRIMARY> 0.76
<EPS-DILUTED> 0.76
</TABLE>
