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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2004
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 No. 0-20348
D & K HEALTHCARE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1465483
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8235 FORSYTH BOULEVARD, ST. LOUIS, MISSOURI
(Address of principal executive offices)
63105
(Zip Code)
(314) 727-3485
(Registrant's telephone number, including area code)
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.
[X] YES [ ]NO
Indicate by check mark whether the registrant is an accelerated filer.
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.
Common Stock, $.01 par value 14,099,630
---------------------------- -----------------
(class) (February 03, 2005)
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D & K HEALTHCARE RESOURCES, INC. AND SUBSIDIARIES
Index
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
December 31, 2004 and June 30, 2004 3
Condensed Consolidated Statements of Operations for the
Three Months and Six Months Ended December 31, 2004
and December 31, 2003 4
Condensed Consolidated Statements of Cash Flows for the
Six Months Ended December 31, 2004 and December 31, 2003 5
Notes to Condensed Consolidated Financial Statements 6 - 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12 - 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4. Controls and Procedures 16
Part II. Other Information
Item 1. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 6. Exhibits 17
Page 3 of 22
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
D & K HEALTHCARE RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, JUNE 30,
(in thousands) 2004 2004
------------ ----------
(unaudited)
ASSETS
Current Assets
Cash, including restricted cash of $6,223 and $12,499, respectively $ 6,223 $ 12,499
Receivables, net of allowance for doubtful accounts of $4,291 and
$5,444, respectively 176,668 130,770
Inventories 611,504 461,295
Other current assets 31,846 29,736
----------- ----------
Total current assets 826,241 634,300
Property and Equipment, net of accumulated depreciation and
amortization of $14,277 and $12,274, respectively 23,985 24,494
Other Assets 17,006 14,298
Goodwill, net of accumulated amortization 71,749 64,233
Other Intangible Assets, net of accumulated amortization 9,895 6,546
----------- ----------
Total assets $ 948,876 $ 743,871
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt $ 2,621 $ 676
Accounts payable 296,353 219,580
Accrued expenses 23,173 31,144
----------- ----------
Total current liabilities 322,147 251,400
Long-term Liabilities 1,385 2,663
Long-term Debt, excluding current maturities 443,690 307,693
Deferred Income Taxes 4,158 2,785
----------- ----------
Total liabilities 771,380 564,541
Stockholders' Equity
Common stock 154 152
Paid-in capital 126,604 125,552
Accumulated other comprehensive loss (601) (1,208)
Deferred compensation - restricted stock (1,147) (730)
Retained earnings 64,712 67,790
Less treasury stock (12,226) (12,226)
----------- ----------
Total stockholders' equity 177,496 179,330
----------- ----------
Total liabilities and stockholders' equity $ 948,876 $ 743,871
=========== ==========
The accompanying notes are an integral part of these statements.
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D & K HEALTHCARE RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
(In thousands, except per share data) DECEMBER 31, DECEMBER 31,
------------------------------ -------------------------------
2004 2003 2004 2003
------------ ----------- ------------ ------------
Net Sales $ 842,837 $ 510,945 $ 1,568,513 $ 989,493
Cost of Sales 816,716 491,490 1,519,329 951,950
------------ ----------- ------------ ------------
Gross profit 26,121 19,455 49,184 37,543
Operating Expenses 22,062 15,847 43,877 29,035
------------ ----------- ------------ ------------
Income from operations 4,059 3,608 5,307 8,508
Other Income (Expense):
Interest expense, net (5,422) (3,332) (9,512) (5,479)
Other, net 153 295 118 331
------------ ----------- ------------ ------------
(5,269) (3,037) (9,394) (5,148)
------------ ----------- ------------ ------------
Income (loss)before income tax provision, and
minority interest (1,210) 571 (4,087) 3,360
Income Tax Benefit (Provision) 471 (223) 1,594 (1,311)
Minority Interest - (171) (185) (405)
------------ ----------- ------------ ------------
Net income (loss) $ (739) $ 177 $ (2,678) $ 1,644
============ =========== ============ ============
Earnings (loss) Per Share - Basic $ (0.05) $ 0.01 $ (0.19) $ 0.12
============ ============ ============ ============
Earnings (loss) Per Share - Diluted $ (0.05) $ 0.01 $ (0.19) $ 0.11
============ =========== ============ ============
Basic common shares outstanding 14,102 13,928 14,125 13,941
Diluted common shares outstanding 14,102 14,134 14,125 14,163
The accompanying notes are an integral part of these statements.
Page 5 of 22
D & K HEALTHCARE RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTHS ENDED DECEMBER 31, (in thousands) 2004 2003
------------ ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (2,678) $ 1,644
Adjustments to reconcile net income (loss) to net cash
flows from operating activities-
Depreciation and amortization 2,807 1,315
Amortization of debt issuance costs 872 815
Deferred income taxes (2,148) 972
(Increase) decrease in receivables, net (45,344) 28,643
Increase in inventories (150,209) (291,561)
(Increase) decrease in other current assets 513 (3,432)
Increase in accounts payable 76,773 37,573
Decrease in accrued expenses (8,565) (1,333)
Other, net (636) 2,206
------------ ----------
Net cash flows used in operating activities (128,615) (223,158)
------------ ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquired company (12,400) (102,869)
Purchases of property and equipment (2,201) (2,440)
------------ ----------
Net cash flows used in investing activities (14,601) (105,309)
------------ ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under revolving line of credit, net 136,723 330,764
Proceeds from secured financing 860 -
Payments of long-term debt (513) (996)
Payment of dividends (422) (419)
Proceeds from exercise of stock options 292 -
Purchase of treasury stock - (816)
------------ ----------
Net cash flows provided by financing activities 136,940 328,533
------------ ----------
Decrease in case (6,276) 66
Cash, beginning of period 12,499 14,301
------------ ----------
Cash, end of period $ 6,223 $ 14,367
============ ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for-
Interest $ 8,411 $ 3,930
Income taxes, net $ 2,318 $ 432
The accompanying notes are an integral part of these statements.
Page 6 of 22
D & K HEALTHCARE RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
D & K Healthcare Resources, Inc. (the "Company") is a full-service,
regional wholesale drug distributor, supplying customers from facilities in
Missouri, Kentucky, Minnesota, Texas, Arkansas, and South Dakota. The Company
distributes a broad range of pharmaceuticals and related products to its
customers in 27 states primarily in the Midwest, Upper Midwest, and South. The
Company focuses primarily on a target market sector, which includes independent
retail, institutional, franchise, chain store and alternate site pharmacies. The
Company also offers a number of proprietary information systems software
products through two wholly owned subsidiaries, Tykon, Inc. and VC Services,
Inc. (dba Viking Computer Services). In addition, the Company owns
Pharmaceutical Buyers, Inc. ("PBI"), a leading alternate-site group purchasing
organization.
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and include
all of the information and disclosures required by accounting principles
generally accepted in the United States of America for interim reporting, which
are less than those required for annual reporting. In the opinion of management,
all adjustments (consisting only of normal recurring accruals) considered
necessary for a fair representation have been included. The results of
operations for the three-month and six-month periods ended December 31, 2004,
are not necessarily indicative of the results to be expected for the full fiscal
year.
These condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and related notes
contained in the Company's 2004 Annual Report to Stockholders.
NOTE 2. ACQUISITION
On September 30, 2004, the Company completed the acquisition of the
remaining 30% of Pharmaceutical Buyers, Inc. (PBI), a Colorado-based group
purchasing organization for alternate-site providers whose members include
long-term care providers, home infusion providers and medical equipment
distributors. The purchase price was $12.4 million. The transaction resulted in
recognition of $7.7 million of goodwill, which was assigned to the PBI segment.
Of that amount, none is expected to be deductible for tax purposes. Intangible
assets of $3.8 million were also recorded with a weighted-average life of
approximately 15 years. The intangible assets that make up that amount include
customer relationships of $3.2 million (15-year weighted-average useful life)
and other assets of $0.2 million (10-year weighted-average useful life). In
addition, $0.4 million of intangible assets were determined to have indefinite
lives.
On December 5, 2003, the Company acquired 100 % of the outstanding common
stock of Walsh HealthCare Solutions, Inc. ("Walsh") of Texarkana, Texas. Walsh
is a full-service pharmaceutical distributor with distribution centers located
in San Antonio and Texarkana, Texas and Paragould, Arkansas. The results of
Walsh have been included in the condensed consolidated financial statements
since that date. The aggregate purchase price of $104.4 million in cash before
consideration of cash acquired includes the repayment of all Walsh bank debt and
other direct acquisition costs. The Company utilized its existing revolving
credit facility to finance the transaction.
The following unaudited pro forma information presents a summary of
consolidated results of operations of the Company, PBI and Walsh for the
three-month and six-month periods ended December 31, 2004 and 2003, as if the
Walsh and PBI acquisitions had occurred at July 1, 2003, with pro forma
adjustments to give effect to amortization of intangible assets, interest
expense on acquisition debt, minority interest, and certain other adjustments,
together with related income tax effects. The unaudited pro forma information
has been prepared for comparative purposes only and does not purport to be
indicative of results of operations had these transactions been completed as of
the assumed dates or results of operations which may be obtained in the future.
Page 7 of 22
THREE MONTHS ENDED SIX MONTHS ENDED
(In thousands, except per share amounts) DECEMBER 31, DECEMBER 31,
----------------------- ---------------------------
2004 2003 2004 2003
---------- ---------- ------------ ------------
Net sales $ 842,837 $ 661,598 $ 1,568,513 $ 1,330,031
Net income (loss) before discontinued operations $ (774) $ (5,132) $ (2,563) $ (3,365)
Net income (loss) $ (774) $ (6,527) $ (2,563) $ (4,921)
Diluted earnings (loss) per share $ (0.05) $ (0.46) $ (0.18) $ ( 0.35)
NOTE 3. STOCK-BASED COMPENSATION
The Company has adopted the disclosure requirements of Statement of
Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS 148 amends SFAS 123, "Accounting
for Stock-Based Compensation," to provide alternative methods of transition for
a voluntary change to the fair value-based method of accounting for stock-based
compensation and also amends the disclosure requirements of SFAS 123 to require
prominent disclosures in both annual and interim financial statements about the
methods of accounting for stock-based employee compensation and the effect of
the method used on reported results. As permitted by SFAS 148 and SFAS 123, the
Company continues to apply the accounting provisions of Accounting Principles
Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees."
In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment,
which establishes standards for transactions in which an entity exchanges its
equity instruments for goods or services. This standard requires a public entity
to measure the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award. This
eliminates the exception to account for such awards using the intrinsic method
previously allowable under APB Opinion No. 25. SFAS No. 123(R) will be effective
for interim or annual reporting periods beginning on or after June 15, 2005. We
continue to assess the potential impact that the adoption of SFAS No. 123(R)
could have on our financial statements.
The Company generally grants its stock options at exercise prices equal to
the fair value of the underlying stock on the date of grant and, therefore,
under APB 25, no compensation expense is recognized in the statements of
operations.
Had the Company recorded compensation expense based on the estimated grant
date fair values, as defined by SFAS 123, for awards granted under its stock
option plans and stock purchase plan, the unaudited pro forma net income and pro
forma earnings per share would have been as follows:
Three Months Ended Six Months Ended
(In thousands, except per share amounts) December 31, December 31,
-------------------- ---------------------
2004 2003 2004 2003
-------- ------- -------- --------
Net income (loss) - as reported $ (739) $ 177 $ (2,678) $ 1,644
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of tax (366) (407) (410) (800)
-------- ------- -------- --------
Net income (loss) - pro forma $ (1,105) $ (230) $ (3,088) $ 844
Earnings (loss) per share:
Basic - as reported $ (0.05) $ 0.01 $ (0.19) $ 0.12
Basic - pro forma $ (0.08) $ (0.02) $ (0.22) $ 0.06
Diluted - as reported $ (0.05) $ 0.01 $ (0.19) $ 0.11
Diluted - pro forma $ (0.08) $ (0.02) $ (0.23) $ 0.05
These pro forma amounts may not be representative of the effects for
future years as options vest over several years and additional awards are
generally granted each year.
Page 8 of 22
NOTE 4. GOODWILL AND INTANGIBLE ASSETS
Changes to goodwill and intangible assets during the six-month period
ended December 31, 2004 are:
(In thousands) Goodwill Intangible Assets
---------- -----------------
Balance at June 30, 2004, net of
accumulated amortization $ 64,233 $ 6,546
Acquisition 7,679 3,756
Adjustment to Walsh purchase price (163) -
Amortization expense - (407)
---------- ---------------
Balance at December 31, 2004, net of
accumulated amortization $ 71,749 $ 9,895
========== ===============
Intangible assets totaled $9.9 million, net of accumulated amortization of
$1.2 million, at December 31, 2004. Of this amount, $0.6 million represents
intangible assets with indefinite useful lives, consisting primarily of trade
names that are not being amortized under SFAS No. 142. The remaining intangibles
relate to customer or supplier relationships and licenses. Amortization expense
for intangible assets is expected to approximate $0.8 million each year between
2004 and 2014 and $0.2 million from 2015 to 2018.
Goodwill Intangible Assets
----------------------------- -----------------------------
December 31, June 30, 2004 December 31, June 30, 2004
(In millions) 2004 2004 2004 2004
------------ ------------- ------------ -------------
SEGMENT:
Wholesale drug distribution $ 51.6 $ 51.8 $ 4.7 $ 5.0
PBI 18.7 11.0 5.2 1.5
Software 1.4 1.4 - -
------------ ------------- ------------ -------------
Total $ 71.7 $ 64.2 $ 9.9 $ 6.5
============ ============= ============ =============
The Company tests goodwill annually as of April 30. A discounted cash flow
model is used to determine the fair value of the Company's businesses for the
purpose of testing goodwill for impairment. The discount rate used is based on a
risk-adjusted weighted-average cost of capital.
NOTE 5. EARNINGS PER SHARE
SFAS No. 128, "Earnings Per Share," requires dual presentation of basic
and diluted earnings per share and requires a reconciliation of the numerators
and denominators of the basic and diluted earnings per share calculations. The
reconciliation of the numerator and denominator of the basic and diluted
earnings per share computations are as follows:
Three Months ended December 31, Three Months ended December 31,
2004 2003
-------------------------------------- --------------------------------------
Shares Shares
Income (Denominator) Per-share Income (Denominator) Per-share
(In thousands, except per share amounts) (Numerator) (1) Amount (Numerator) (1) Amount
----------- ------------ --------- ----------- ------------ ---------
Basic Earnings per Share:
Net income (loss) available to common
stockholders $ (739) 14,102 $ (0.05) $ 177 13,928 $ 0.01
Effect of Diluted Securities:
Options - - - 206
Convertible securities - - (54) -
----------- ------------ ----------- ------------
Diluted Earnings per Share:
Net income available to common
stockholders plus assumed conversions $ (739) 14,102 $ (0.05) $ 123 14,134 $ 0.01
=========== ============ ========= =========== ============ =========
(1) Outstanding shares computed on a weighted-average basis
Page 9 of 22
Six Months ended December 31, Six Months ended December 31,
(In thousands, except per share amounts) 2004 2003
------------------------------------------ ------------------------------------------
Income Shares Per-share Income Shares Per-share
(Numerator) (Denominator)(1) Amount (Numerator) (Denominator)(1) Amount
----------- ---------------- --------- ---------- ---------------- ---------
Basic Earnings per Share:
Net income (loss) available to common
stockholders $ (2,678) 14,125 $ (0.19) $ 1,644 13,941 $ 0.12
Effect of Diluted Securities:
Options - - - 222
Convertible securities (66) - (117) -
----------- -------------- ---------- ----------------
Diluted Earnings per Share:
Net income (loss) available to common
stockholders plus assumed conversions $ (2,744) 14,125 $ (0.19) $ 1,527 14,163 $ 0.11
=========== ============== ========= ========== ================ ==========
(1) Outstanding shares computed on a weighted-average basis
As of December 31, 2004 and 2003, stock options to purchase 1.4 million
and 0.9 million shares, respectively, were not dilutive and therefore not
included in the diluted earnings per share calculation.
NOTE 6. COMPREHENSIVE INCOME
The Company's comprehensive income consists of net income and the net
change in value of cash flow hedge instruments as follows: (in thousands)
Three Months Ended Six Months Ended
December 31, December 31,
------------------ ----------------------
2004 2003 2004 2003
------ ------ --------- --------
Net income (loss) $ (739) $ 177 $ (2,678) $ 1,644
Change in value of cash flow hedge, net of tax 689 165 603 357
------ ------ --------- --------
Total comprehensive income (loss) $ (50) $ 342 $ (2,075) $ 2,001
====== ====== ========= ========
NOTE 7. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is a party to financial
instruments with off-balance-sheet risk, such as standby letters of credit and
other guarantees, which are not reflected in the accompanying balance sheets. At
December 31, 2004, the Company was party to standby letters of credit of
approximately $15.8 million and was the guarantor of certain customer
obligations totaling approximately $0.2 million. Management does not expect any
material losses to result from these off-balance-sheet items.
The Company has entered into an agreement with Parata Systems, LLC to
become the exclusive distributor of their robotic dispensing system ("RDS") for
independent and regional pharmacies in a 23-state region and Puerto Rico. The
Parata RDS is specifically designed to meet the needs of retail pharmacies by
automating up to 150 prescriptions per hour. The RDS uses a bar-coded
maintenance system to ensure accuracy and eliminate potential for operator
error. The Parata RDS can be a significant tool to increase efficiency,
effectiveness and accuracy, and provide pharmacists with more time for
interaction with patients. As part of the agreement, the Company has committed
to purchase machines during a period that ends June 2006. At December 31, 2004,
the remaining purchase commitment was approximately $23 million.
On February 5, 2004, an individual named Gary Dutton filed a complaint in
the United States District Court for the Eastern District of Missouri ("Court")
against the Company and its Chief Executive, Operating and Financial Officers
("Defendants") asserting a class action for alleged breach of fiduciary duties
and violations of Sections 10(b) and 20(a) of the Securities Exchange Act of
1934 and Rule 10b-5 promulgated thereunder. On April 30, 2004, United Food &
Commercial Workers Union, Local 655, AFL-CIO, Food Employees Joint Pension Plan
("Local 655") filed a motion to become lead plaintiff. On October 5, 2004, the
Court granted Local 655's motion appointing it lead plaintiff. On November 15,
2004, plaintiff filed an Amended Complaint against the Defendants and Richard
Plotnick and Bristol-Myers Squibb Company. Bristol-Meyers Squibb and Mr.
Plotnick have filed Motions to Dismiss based on statute of limitations and
pleading deficiency grounds. On February 4, 2005, The Defendants filed a Motion
to Dismiss based upon factual errors in plaintiff's pleadings and on the grounds
that plaintiff failed to meet
Page 10 of 22
the Private Securities Litigation Reform Act threshold pleading requirements of
adequate particularity and scienter. Defendants believe they have substantial
meritorious defenses to the Complaint and, if their Motion to Dismiss is not
granted, they intend to vigorously defend against the claims.
There are various pending claims and lawsuits arising out of the normal
course of the Company's business. In the opinion of management, the ultimate
outcome of these claims and lawsuits will not have a material adverse effect on
the financial position or results of operations of the Company. However, there
can be no assurance that these claims and lawsuits will not have such an impact.
NOTE 8. LONG-TERM DEBT
At December 31, 2004, the Company was party to a $600 million asset-based
senior secured revolving credit facility. Under the credit facility, the total
amount of loans and letters of credit outstanding at any time could not exceed
the lesser of an amount based on percentages of eligible receivables and
inventories (the borrowing base formula) and $600 million. Total credit
available at December 31, 2004 was approximately $536 million of which
approximately $86 million was unused. The interest rate on the credit facility
was based on the 30-day London Interbank Offering Rate (LIBOR) plus a factor
based on certain financial criteria. The interest rate was 4.92% at December 31,
2004. The facility was to expire in March 2007 and contains no subjective
acceleration provision, and therefore, the related debt has been classified as
long-term in the Company's financial statements. The Company was in compliance
with its debt covenants as of December 31, 2004.
On January 7, 2005, the Company entered into an amendment to its
asset-based senior secured revolving credit facility with Fleet Capital
Corporation, as agent, and the other lenders named therein. The amendment
increases the Company's available credit from $600 million to $635 million
through the addition of a $35 million last-out tranche at LIBOR plus 5%. In
addition, the term of the facility is extended by two years to March 2009 and
includes an accordion feature that would allow the Company to expand the
facility to $735 million. The interest rate on the credit facility continues to
be based on the 30-day LIBOR rate plus a factor (2.25% at February 2, 2005)
based on the excess availability under the facility. The credit facility
contains restrictions on, among other things, additional indebtedness,
distributions and dividends to stockholders, investments and loans. The Company
is required to meet a minimum fixed charge coverage ratio only if availability
falls below certain levels. Availability represents the amount by which
borrowing base collateral exceeds the utilized portion of the credit facility.
The Company may use the funds provided under the credit facility for general
corporate purposes, investments and acquisitions. The borrowings under the
credit facility will continue to be reported as long-term debt in the Company's
financial statements.
Page 11 of 22
NOTE 9. BUSINESS SEGMENTS
Pursuant to SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information," the Company has three identifiable business segments:
Wholesale Drug Distribution, the Company's interest in PBI, and Software/Other.
Two wholly owned software subsidiaries, Tykon, Inc. and Viking Computer
Services, and D & K Pharmacy Solutions constitute the Software/Other segment.
Viking markets a pharmacy management software system and Tykon developed and
markets a proprietary PC-based order entry/order confirmation system to the drug
distribution industry. Pharmacy Solutions provides additional services to
pharmacy customers, including the marketing and distribution of Parata robotic
dispensing systems.
Though the Wholesale Drug Distribution segment operates from several
different facilities, the nature of its products and services, the types of
customers and the methods used to distribute its products are similar, and thus
they have been aggregated for presentation purposes. The Company operates
principally in the United States.
For The Three Months Ended For the Six Months Ended
-------------------------------------- --------------------------------------
(In thousands) December 31, 2004 December 31, 2003 December 31, 2004 December 31, 2003
-------------------------------------- --------------------------------------
Net Sales -
Wholesale drug
distribution $ 838,667 $ 507,205 $ 1,561,592 $ 982,724
PBI 2,487 2,278 4,605 4,597
Software/Other 1,683 1,462 2,316 2,172
------------- ------------- ------------- -------------
Total $ 842,837 $ 510,945 $ 1,568,513 $ 989,493
Gross Profit -
Wholesale drug
distribution $ 22,765 $ 16,334 $ 43,236 $ 31,538
PBI(1) 2,487 2,278 4,606 4,597
Software/Other 869 843 1,342 1,408
------------- ------------- ------------- -------------
Total $ 26,121 $ 19,455 $ 49,184 $ 37,543
Pre-tax income (loss) -
Wholesale drug
distribution $ (2,740) $ (862) $ (6,630) $ 510
PBI 1,184 933 2,238 2,165
Software/Other 346 500 305 685
------------- ------------- ------------- -------------
Total $ (1,210) $ 571 $ (4,087) $ 3,360
(1) Cost of operations recorded by PBI for the three months ended December 31,
2004 and 2003 of $1.1 million and $1.2 million, respectively, have been
classified as operating expenses in the Company's Condensed Consolidated
Statements of Operations. For the six months ended December 31, 2004 and
2003, cost of operations recorded by PBI of $2.1 million and $2.2 million,
respectively, have been classified as operating expenses in the Company's
Condensed Consolidated Statements of Operations.
The increase in total assets from the Company's 2004 Annual Report relates
primarily to increased inventory levels and the acquisition of the remaining
portion of PBI. There are no other differences in the basis of segmentation or
in the basis of measurement of segment profit or loss.
Page 12 of 22
D & K HEALTHCARE RESOURCES, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The discussion below is concerned with material changes in financial
condition and results of operations in our condensed consolidated balance sheets
as of December 31, 2004 and June 30, 2004, and in the condensed consolidated
statements of operations for the three-month and six-month periods ended
December 31, 2004 and December 31, 2003, respectively. We recommend that this
discussion be read in conjunction with the audited consolidated financial
statements and accompanying notes included in our 2004 Annual Report to
Stockholders.
FORWARD LOOKING STATEMENTS
Certain statements in this document regarding future events, prospects,
projections or financial performance are forward looking statements. Such
forward looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 and may be identified by
words such as "anticipates," "believes," "estimates," "expects," "intends" and
similar expressions. Such forward-looking statements are inherently subject to
risks and uncertainties. Our actual results could differ materially from those
currently anticipated due to a number of factors, including without limitation,
the changing business and regulatory environment of the healthcare industry in
which we operate, including manufacturers' pricing or distribution policies or
practices, the competitive nature of the wholesale pharmaceutical distribution
industry with many competitors having substantially greater resources than us,
our ability to maintain or improve our operating margins with the industry's
competitive pricing pressures, our customers and suppliers generally having the
right to terminate or reduce their purchases or shipments on relatively short
notice, changes in our prime vendor status with cooperative purchasing groups,
the availability of investment purchasing opportunities, the loss of one or more
key suppliers for which alternative sources may not be available, changes in
private and governmental reimbursement or in the delivery systems for healthcare
products, changes in interest rates, our ability to complete and integrate
acquisitions successfully, and other factors set forth in reports and other
documents we file with the Securities and Exchange Commission from time to time.
The reader should not place undue reliance on forward looking statements, which
speak only as of the date they are made. We undertake no obligation to publicly
update or revise any forward-looking statements.
RECENT TRENDS AND EVENTS
Sales in the national accounts trade class fell below expectations in the
first six months of fiscal 2005, as fewer than anticipated product price
increases enacted by pharmaceutical manufacturers resulted in lower activity in
this trade class. Changes in manufacturers' inventory management practices
resulting in reduced availability of product also impacted revenues in this
trade class.
Fewer than anticipated product price increases also resulted in lower
gross profit margin in the independent and regional pharmacies trade class
during the second quarter and first six months of fiscal 2005. However, during
this period sales trends in this trade class show continued growth that
partially offset the effect of lower gross profit margins. We believe this sales
growth reflects improved regional and independent retail pharmacy industry sales
trends in our service territory and the impact of new business.
Changing behavior on the part of pharmaceutical manufacturers is impacting
and will continue to impact how distributors generate earnings. Three important
changes we have noted include changes in the timing of product price increases,
tightening of control over inventory in the distribution channel resulting in
fewer opportunities to purchase inventory from sources other than the original
manufacturer, and a transition to "fee for service" compensation models which
generally reduce the ability to accumulate inventory positions ahead of price
increases. With these changes, and with others likely over time, we expect that
our business model and earnings growth will evolve to reflect that of our core
business. We refer to our "core" operations as the combination of our
"independent and regional pharmacies" trade class and the "other healthcare
providers" trade class. Customers in both of these classes of trade rely on us
as their primary pharmaceutical and over-the-counter products supplier. We have
taken
Page 13 of 22
several important steps to position D & K for the change in pharmaceutical
manufacturers' behavior. We have strengthened and broadened our core business
through the acquisition of Walsh HealthCare Solutions. We have positioned our
national accounts business with a flexible cost structure with minimal fixed
costs so that we can maintain a presence and take advantage of opportunities if
and when they exist. We also anticipate continued industry consolidation, which
may provide additional acquisition opportunities.
The current industry environment makes it difficult to forecast the timing
of sales from national accounts. Factors such as changes in manufacturers'
inventory management practices, changes in product pricing practices, and the
transition from a "buy and hold" industry model to a "fee for service" model,
are all making future results more difficult to project. We believe that the
majority of 2005 earnings results will likely be generated in the second half of
our fiscal year, similar to 2004.
RESULTS OF OPERATIONS
NET SALES Net sales increased $331.9 million to $842.8 million, or 65.0%,
for the three months ended December 31, 2004, compared to the corresponding
period of the prior year. Sales to independent and regional pharmacies increased
$286.9 million to $683.6 million, or 72.3%, approximately 55% of which related
to sales from the Walsh subsidiary. The majority of the remaining increase
related to new business and same store growth. National accounts sales increased
$42.7 million to $126.4 million, or 51.0%, compared to the prior year period
primarily due to timing of sales.
Net sales increased $579.0 million to $1,568.5 million, or 58.5%, for the
six months ended December 31, 2004, compared to the corresponding period of the
prior year. Sales to independent and regional pharmacies increased $620.9
million to $1,337.6 million, or 86.6%. Approximately 60% of the increase related
to Walsh sales. The majority of the remaining increase related to new business
and same store growth. National accounts sales decreased $47.2 million to $164.4
million, or 22.3%, compared to last year primarily due to fewer product price
increases enacted by pharmaceutical manufacturers and changes in pharmaceutical
manufacturers' inventory management practices that reduced the availability of
attractively priced purchase opportunities. We provide our national accounts
customers bulk pharmaceuticals that we purchase, if available, on favorable
terms from the manufacturers. If we are unable to obtain bulk inventory on
favorable terms, our sales in this area will continue to decline.
GROSS PROFIT Gross profit increased $6.7 million to $26.1 million, or
34.3%, and gross margin decreased from 3.81% to 3.10% for the quarter ended
December 31, 2004, compared to the corresponding period of the prior year.
During the same periods, gross profit for the wholesale drug distribution
segment increased $ 6.4 million to $22.8 million or 39.4% and gross margin
decreased from 3.22% to 2.71%. The increases in gross profit were due to the
addition of Walsh, additional sales related to new business and same store
growth, and higher national accounts sales offset by continued pricing pressure
on new and existing business. In addition, last year's results included a legal
settlement received during the second quarter totaling $0.8 million (0.16% as a
percent of net sales) that reduced cost of sales. The reductions in gross margin
percentages were due to fewer price increases by manufacturers during the
quarter and the price increases which did occur were, on average, lower than
last year.
Gross profit increased $11.6 million to $49.2 million, or 31.0%, and gross
margin decreased from 3.79% to 3.14% for the six months ended December 31, 2004,
compared to the corresponding period of the prior year. For the same periods,
gross profit for the wholesale drug distribution segment increased $ 11.7
million to $43.2 million or 37.1% and gross margin decreased from 3.21% to
2.77%. The increases in gross profit were due to the addition of Walsh and
additional sales related to new business and same store growth, which were
partially offset by lower national accounts sales driven by fewer product price
increases and continued pricing pressure on new and existing business. In
addition, last year's results included a legal settlement received during the
second quarter totaling $0.8 million (0.09% as a percent of net sales) that
reduced cost of sales. The reductions in gross margin percentages were primarily
due to fewer price increases by manufacturers during the first six months of
fiscal 2005 and the price increases which did occur were, on average, lower than
last year.
OPERATING EXPENSES Operating expenses (including depreciation and
amortization) increased $6.2 million to $22.1 million, or 39.2%, for the three
months ended December 31, 2004, compared to the corresponding period of the
prior year. The ratio of operating expenses to net sales was 2.62%, a 48 basis
point decrease from the comparable
Page 14 of 22
period of the prior year. The increase in operating expenses resulted primarily
from the inclusion of Walsh-related operating expenses during all three months
of the quarter compared to one month in the year ago quarter. The lower ratio of
operating expenses to net sales related to the increase in sales.
Operating expenses (including depreciation and amortization) increased
$14.8 million to $43.9 million, or 51.1%, for the six months ended December 31,
2004 compared to the corresponding period of the prior year. The ratio of
operating expenses to net sales was 2.8%, a 13 basis point decrease from the
comparable period of the prior year. The increase in operating expenses resulted
primarily from the inclusion of Walsh-related operating expenses. The ratio of
operating expense to net sales decreased due to the increase in sales.
INTEREST EXPENSE, NET Net interest expense increased $2.1 million to $5.4
million, or 62.7%, for the three months ended December 31, 2004, compared to the
corresponding period of the prior year. As a percentage of net sales, net
interest expense increased to 0.64% from 0.65%, compared to the corresponding
period of the prior year. The increase in net interest expense was primarily the
result of higher average borrowing levels from higher inventory levels
supporting sales growth, the Walsh acquisition and higher average borrowing
rates.
Net interest expense increased $4.0 million to $9.5 million, or 73.6%, for
the six months ended December 31, 2004, compared to the corresponding period of
the prior year. As a percentage of net sales, net interest expense increased to
0.61% from 0.55%, compared to the corresponding period of the prior year. The
increase in net interest expense was primarily the result of higher average
borrowing levels driven by financing higher average investment in inventory, the
Walsh acquisition and a higher average borrowing rate.
INCOME TAX BENEFIT (PROVISION) Our effective income tax rate was 39.0% for
the three months and six months ended December 31, 2004, the same as the
corresponding period of the prior year. These rates were different from the
statutory blended federal and state rates primarily because of the impact of
state income taxes.
PBI Net sales at PBI were $2.5 million for the three months ended December
31, 2004, up $0.2 million from the corresponding period of the prior year. For
the six months ended December 31, 2004, PBI's net sales were $4.6 million which
was approximately the same as the year ago period. Gross profit generated by PBI
as a percentage of our total gross profit decreased from 11.7% to 9.5% for the
three months and from 12.2% to 9.4% for the six months ended December 31, 2004
as a result of our higher overall gross profit. PBI recorded pre-tax earnings of
$1.2 million for the three months ended December 31, 2004, up $0.2 million from
the corresponding period of the prior year with the six month pre-tax earnings
of $2.2 million, approximately the same as last year.
LIQUIDITY AND CAPITAL RESOURCES
We generally meet our working capital requirements through a combination
of internally generated funds, borrowings under the revolving line of credit and
trade credit from our suppliers.
We use the following ratios as key indicators of our liquidity and working
capital management:
DECEMBER 31, JUNE 30,
2004 2004
------------ ----------
Working capital (1) (000s) $ 504,094 $ 382,900
Current ratio 2.56 to 1 2.52 to 1
(1) Working capital is total current assets less total current liabilities on
our balance sheet. The current ratio is calculated by dividing total current
assets by total current liabilities. As cash is collected on accounts
receivable, it is used to immediately reduce long term debt.
Our wholesale drug segment requires a substantial investment in working
capital that is susceptible to large variations during the year as a result of
inventory purchase patterns and seasonal demands. Inventory purchase activity is
a function of sales activity, new customer build-up requirements and the desired
level of investment inventory. Working capital at December 31, 2004 had
increased over June 30, 2004 levels as our inventory levels increased due to the
normal seasonal inventory requirements and as the result of decreased sales in
our national
Page 15 of 22
accounts trade class. The increase in inventory levels was partially offset by a
corresponding increase in accounts payable associated with the inventory.
Under our $600 million credit facility in effect at December 31, 2005, the
total amount of loans and letters of credit outstanding at any time could not
exceed the lesser of an amount based on percentages of eligible receivables and
inventories (the borrowing base formula) and $600 million. Total credit
available at December 31, 2004 was approximately $536 million, of which
approximately $86 million was unused. The PBI acquisition and the increase in
inventory levels account for the increase in outstanding long-term debt as the
credit facility was used as the source of funds. The interest rate on the credit
facility was based on the 30-day London Interbank Offering Rate (LIBOR) plus a
factor based on certain financial criteria. The interest rate was 4.92% at
December 31, 2004.
We were in compliance with our debt covenants as of December 31, 2004. At
this time, we project that we will be in compliance with the debt covenants for
the next 12 months.
On January 7, 2005, we entered into an amendment to our asset-based senior
secured revolving credit facility. The amendment increases our available credit
from $600 million to $635 million through the addition of a $35 million last-out
tranche at LIBOR plus 5%. In addition, the term of the facility is extended by
two years to March 2009 and includes an accordion feature that would allow us to
expand the facility to $735 million. The interest rate on the credit facility
continues to be based on the 30-day LIBOR rate plus a factor (2.25% at February
2, 2005) based on the excess availability under the facility. The credit
facility contains restrictions on, among other things, additional indebtedness,
distributions and dividends to stockholders, investments and loans. We are
required to meet a minimum fixed charge coverage ratio only if availability
falls below certain levels. Availability represents the amount by which
borrowing base collateral exceeds the utilized portion of the credit facility.
We may use the funds provided under the credit facility for general corporate
purposes, investments and acquisitions. The borrowings under the credit facility
will continue to be reported as long-term debt in our financial statements.
Net cash used in operating activities totaled $128.6 million for the six
months ended December 31, 2004 with net cash used in operating activities of
$223.2 million in the prior year. This decrease is primarily the result of lower
accounts payable levels due to timing of payments partially offset by increases
in inventory levels.
We invested $2.2 million in capital assets in the six months ended
December 31, 2004, compared with $2.4 million in the corresponding period of the
prior year. Current year and prior year additions relate primarily to the
expansion of our Cape Girardeau distribution center. We believe that continuing
investment in capital assets is necessary to achieve our goal of improving
operational efficiency, thereby enhancing our productivity and profitability.
Net cash inflows provided by financing activities totaled $136.9 million
for the six months ended December 31, 2004, with net cash provided by financing
activities of $328.5 million for last year. This resulted from borrowings under
our revolving line of credit related to the purchase of PBI and to support our
inventory levels. Last year's results included the borrowings under our credit
facility to purchase Walsh.
Stockholders' equity decreased $1.8 million to $177.5 million at December
31, 2004, from $179.3 million at June 30, 2004, due to the net loss during the
period. We believe that funds available under the credit facility, together with
internally generated funds, will be sufficient to meet our capital requirements
for the foreseeable future.
CRITICAL ACCOUNTING POLICIES
Refer to "Critical Accounting Policies" in our 2004 Annual Report on Form
10-K for information on accounting policies that we consider critical in
preparing our consolidated financial statements. These policies include
significant estimates made by management using information available at the time
the estimates are made. However, these estimates could change materially if
different information or assumptions were used.
Page 16 of 22
NEW ACCOUNTING STANDARDS
Refer to Note 14 of Notes to Consolidated Financial Statements in our 2004
Annual Report on Form 10-K for a discussion of recently issued accounting
standards. Our adoption of these new accounting standards did not have a
material effect on our financial position or results of operations. In addition,
the following new standards were issued recently.
In November 2004, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 151, Inventory Costs, which clarifies the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
material. SFAS No. 151 will be effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. We do not believe the adoption of
SFAS No. 151 will have a material impact on our financial statements.
In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
Assets, which eliminates the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. SFAS No. 153 will be
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. We do not believe the adoption of SFAS No. 153 will have a
material impact on our financial statements.
In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment,
which establishes standards for transactions in which an entity exchanges its
equity instruments for goods or services. This standard requires a public entity
to measure the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award. This
eliminates the exception to account for such awards using the intrinsic method
previously allowable under APB Opinion No. 25. SFAS No. 123(R) will be effective
for interim or annual reporting periods beginning on or after June 15, 2005. We
continue to assess the potential impact that the adoption of SFAS No. 123(R)
could have on our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary exposure to market risk consists of changes in interest rates
on borrowings. An increase in interest rates would adversely affect our
operating results and the cash flow available to fund operations and expansion.
Based on estimated average variable borrowings during fiscal 2005, a change of
25 basis points in the average variable borrowing rate would result in a change
of approximately $0.7 million in annual interest expense. We continually monitor
this risk and review the potential benefits of entering into hedging
transactions, such as interest rate swap agreements, to mitigate the exposure to
interest rate fluctuations.
ITEM 4. CONTROLS AND PROCEDURES
Based on an evaluation of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by this
report, our Chief Executive Officer and our Chief Financial Officer have
concluded that such controls and procedures were effective as of the end of the
period covered by this report.
In connection with such evaluation, no change in the Company's internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934, as amended) occurred during the
period covered by this report that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
Page 17 of 22
D & K HEALTHCARE RESOURCES, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On February 5, 2004, an individual named Gary Dutton filed a complaint in
the United States District Court for the Eastern District of Missouri ("Court")
against the Company and its Chief Executive, Operating and Financial Officers
("Defendants") asserting a class action for alleged breach of fiduciary duties
and violations of Sections 10(b) and 20(a) of the Securities Exchange Act of
1934 and Rule 10b-5 promulgated thereunder. On April 30, 2004, United Food &
Commercial Workers Union, Local 655, AFL-CIO, Food Employees Joint Pension Plan
("Local 655") filed a motion to become lead plaintiff. On October 5, 2004, the
Court granted Local 655's motion appointing it lead plaintiff. On November 15,
2004, plaintiff filed an Amended Complaint against the Defendants and Richard
Plotnick and Bristol-Myers Squibb Company. Bristol-Meyers Squibb and Mr.
Plotnick have filed Motions to Dismiss based on statute of limitations and
pleading deficiency grounds. On February 4, 2005, The Defendants filed a Motion
to Dismiss based upon factual errors in plaintiff's pleadings and on the grounds
that plaintiff failed to meet the Private Securities Litigation Reform Act
threshold pleading requirements of adequate particularity and scienter.
Defendants believe they have substantial meritorious defenses to the Complaint
and, if their Motion to Dismiss is not granted, they intend to vigorously defend
against the claims.
There are various pending claims and lawsuits arising out of the normal
course of the Company's business. In the opinion of management, the ultimate
outcome of these claims and lawsuits will not have a material adverse effect on
the financial position or results of operations of the Company. However, there
can be no assurance that these claims and lawsuits will not have such an impact.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The Registrant's 2004 Annual Meeting of Stockholders was held on
November 10, 2004.
(b) Proxies were solicited by the Registrant's management pursuant to
Regulation 14A under the Securities Exchange Act of 1934; there was
no solicitation in opposition to management's nominees as listed in
the proxy statement; and all director nominees were elected to the
class indicated in the proxy statement pursuant to the vote of the
Registrant's stockholders.
(c) Matters voted upon at the Annual Meeting were as follows:
1. Election of Mr. J. Hord Armstrong, Mr. Richard F. Ford and Mr.
Thomas F. Patton as class III directors for a term expiring in
2007. The results of the stockholder voting were as follows:
For Withheld
---------- --------
Mr. Armstrong 12,424,281 907,742
Mr. Ford 12,461,296 870,727
Mr. Patton 12,469,442 862,581
2. Appointment of KPMG LLP as independent auditors for fiscal
2005. The result of the stockholder voting was as follows:
13,202,694 for, 122,981 against, and 6,348 withheld.
ITEM 6. EXHIBITS.
See Exhibit Index on page 19.
Page 18 of 22
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.
D & K HEALTHCARE RESOURCES, INC.
Date: February 9, 2005 By: /s/ J. Hord Armstrong, III
------------------------------
J.Hord Armstrong, III
Chairman of the Board and
Chief Executive Officer
By: /s/ Thomas S. Hilton
--------------
Thomas S. Hilton
Senior Vice President
Chief Financial Officer
(Principal Financial & Accounting Officer)
Page 19 of 22
EXHIBIT INDEX
Exhibit No. Description
- ----------- --------------------------------------------------------------
2.1* Agreement and Plan of Merger dated as of October 21, 2003
between D & K Healthcare Resources, Inc., Walsh HealthCare
Solutions, Inc. and D & K Acquisition Corp, filed as an
exhibit to registrant's Current Report on Form 8-K dated
December 15, 2003.
3.1* Restated Certificate of Incorporation, filed as an exhibit to
registrant's Registration Statement on Form S-1 (Reg. No.
33-48730).
3.2* Certificate of Amendment to the Restated Certificate of
Incorporation of D & K Wholesale Drug, Inc filed as an exhibit
to the registrant's Annual Report on Form 10-K for the year
ended June 30, 1998.
3.3* Certificate of Designations for Series B Junior Participating
Preferred Stock of D & K Healthcare Resources, Inc. filed as
an exhibit to the registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2001.
3.4* By-laws of the registrant, as currently in effect, filed as an
exhibit to registrant's Registration Statement on Form S-1
(Reg. No. 33-48730).
3.5* Certificate of Amendment of Certificate of Incorporation of D
& K Healthcare Resources, Inc., filed as an exhibit to
registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002.
4.1* Form of certificate for Common Stock, filed as an exhibit to
registrant's Registration Statement on Form S-1 (Reg. No.
33-48730).
4.2* Form of Rights Agreement dated as of November 12, 1998 between
registrant and Harris Trust and Savings Bank as Rights Agent,
which includes as Exhibit B the form of Right Certificate,
filed as an exhibit to Form 8-K dated November 17, 1998.
10.1* Consent and Third Amendment to Sixth Amended and Restated Loan
and Security Agreement, dated August 30, 2004, by and among
Fleet Capital Corporation (individually and as Agent for
Lenders), registrant, Jewett Drug Co., Diversified Healthcare,
LLC, Medical & Vaccine Products, Inc., MYHCA, Inc., RxDirect,
Inc., Walsh Distribution, L.L.C., Walsh HealthCare Solutions,
Inc., and Walsh Heartland, L.L.C., filed as an exhibit to Form
10-Q dated November 9, 2004.
10.2* Seventh Amended and Restated Loan and Security Agreement,
dated January 7, 2005, by and among Fleet Capital Corporation
(individually and as Agent for Lenders, registrant, D&K
Pharmacy Solutions, Inc., Diversified Healthcare, LLC, Jewett
Drug Co., Medical & Vaccine Products, Inc., Walsh HealthCare
Solutions, Inc., Walsh Distribution, LLC, and Walsh Heartland,
LLC, filed as an exhibit to Form 8-K dated January 10, 2005.
31.1** Section 302 Certification of Chief Executive Officer.
31.2** Section 302 Certification of Chief Financial Officer.
32** Section 906 Certification of Chief Executive Officer and Chief
Financial Officer.
* Incorporated by reference.
** Filed herewith.