D&K Healthcare Resources Completes Acquisition of Walsh Healthcare Solutions.Business Editors/Health/Medical Writers ST. LOUIS--(BUSINESS WIRE)--Dec. 8, 2003 D&K Healthcare Resources, Inc. (Nasdaq: DKHR): -- Acquisition provides long-term growth platform for D&K's full-service distribution business and is expected to be immediately accretive to earnings -- Continued weakness in the national accounts trade class will impact second quarter results D&K Healthcare Resources, Inc. announced today that it has completed its acquisition of Walsh HealthCare Solutions, Inc. ("Walsh"). The company also announced continued revenue and earnings weakness in the national accounts trade class. "The Walsh acquisition adds important size and scale to our full-service distribution business," said J. Hord Armstrong, III, chairman and chief executive officer of D&K Healthcare Resources. "As we focus more of our resources on this core business, the addition of Walsh allows us to enter growing new markets and to increase our service capabilities in existing markets. We welcome our new customers and employees to the D&K Healthcare family." Mr. Armstrong added, "Despite the positive effects of closing the Walsh acquisition sooner than expected, second quarter results are falling short of earlier expectations due to lower sales and earnings in our national accounts business. We are, however, encouraged by inventory positions we have established so far this quarter. Assuming normal price increase activity at the beginning of the calendar year and contributions from Walsh, we expect a significant improvement in second half results." Walsh Acquisition D&K expects the Walsh acquisition to be immediately accretive to earnings per share with a modest earnings impact in fiscal 2004 and a significant earnings impact thereafter as integration activities are completed. D&K paid $103.3 million in cash at closing; the final purchase price reflects adjustments made based on Walsh's estimated working capital balances at the time of closing. D&K utilized its existing revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility to finance the acquisition. Walsh will operate as a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of D&K Healthcare. Greg Ashby, Walsh's president and chief executive officer will remain as president of the Walsh subsidiary and will report to Martin D. Wilson, president and chief operating officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of D&K Healthcare Resources. Walsh operates distribution centers in San Antonio San Antonio (săn ăntō`nēō, əntōn`), city (1990 pop. 935,933), seat of Bexar co., S central Tex., at the source of the San Antonio River; inc. 1837. and Texarkana, Texas Texarkana, Texas is a municipal designation in Bowie County, Texas, United States which forms the western half of Texarkana. It is separated from Texarkana, Arkansas, by State Line Avenue. and Paragould, Arkansas Paragould is a city in Greene County, Arkansas, United States. According to 2006 Census Bureau estimates, the population of the city is 23,775. ranking it as the state's 17th largest city, behind Russellville. , and serves customers in Texas, Arkansas, Louisiana, Oklahoma, Kansas, Missouri, Illinois, Tennessee, Kentucky and Mississippi. Approximately 96% of Walsh's $900 million in net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight (fiscal year ended April 30, 2003) were to independent and regional pharmacy customers with the remaining 4% to hospitals and other healthcare providers. National Accounts Trade Class Fewer than anticipated product price increases enacted by pharmaceutical manufacturers resulted in lower activity in the national accounts trade class during the fiscal 2003 fourth quarter and the fiscal 2004 first quarter. These trends continued during the first two months of the fiscal 2004 second quarter. Changes in manufacturer's inventory management practices have also impacted revenues and earnings in this trade class. The company believes that given the current inventory level, normal price increase activity at the beginning of the calendar year can result in significant improvement in fiscal 2004 third and fourth quarter results. D&K expects to report fiscal 2004 second quarter results the week of January 26, 2004 and will host a conference call at that time to fully discuss the second quarter financial results, outlook for the year and Walsh integration plans. Company Description D&K Healthcare Resources, Inc., which had fiscal 2003 sales of $2.2 billion, is a full-service wholesale distributor of branded and generic pharmaceuticals and over-the-counter health and beauty aid products. Headquartered in St. Louis, D&K serves three classes of customers from six distribution centers: independent and regional pharmacies with locations in one or more of 26 states, primarily in the Midwest, Upper Midwest The Upper Midwest is a region of the United States with no universally agreed-upon boundary, but it almost always lies within the US Census Bureau's definition of the Midwest and includes the states of Minnesota and Wisconsin, as well as at least the Upper Peninsula of Michigan. and South; national accounts that operate locations in multiple regions of the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. ; and other healthcare providers including hospitals, alternate-site care providers, and pharmacy benefit management A Pharmacy Benefit Manager (PBM) is a third party administrator of prescription drug programs. They are primarily responsible for processing and paying prescription drug claims. companies in its primary distribution area. D&K also offers a number of proprietary information systems, marketing and business management solutions, and owns a 70% equity stake in Pharmaceutical Buyers, Inc., a leading alternate-site group purchasing service located in Boulder Boulder, city, United States Boulder, city (1990 pop. 83,312), seat of Boulder co., N central Colo.; inc. 1871. A Rocky Mountain resort and a suburb of Denver, it is the seat of the Univ. of Colorado (1876). , CO. More information can be found at www.dkhealthcare.com. This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such forward-looking statements are inherently subject to risks and uncertainties. The company's actual results could differ materially from those currently anticipated due to a number of factors, including without limitation, the competitive nature of the wholesale pharmaceutical distribution industry with many competitors having substantially greater resources than D&K Healthcare, the company's ability to maintain or improve its operating margins Operating Margin A ratio used to measure a company's pricing strategy and operating efficiency. Calculated by: with the industry's competitive pricing pressures, the company's customers and suppliers generally having the right to terminate or reduce their purchases or shipments on relatively short notice, the availability of investment purchasing opportunities, the company's ability to complete and integrate acquisitions successfully, the changing business and regulatory environment of the healthcare industry in which the company operates, including manufacturers' pricing or distribution policies or practices, changes in private and governmental reimbursement Reimbursement Payment made to someone for out-of-pocket expenses has incurred. or in the delivery systems for healthcare products, changes in interest rates, and other factors set forth in reports and other documents filed by D&K Healthcare 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. D&K Healthcare undertakes no obligation to publicly update or revise any forward-looking statements. |
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