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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended Commission File Number
June 29, 2002 001-01011
CVS CORPORATION
----------------
(Exact name of registrant as specified in its charter)
Delaware 05-0494040
------------------------ ---------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
One CVS Drive, Woonsocket, Rhode Island 02895
---------------------------------------------
(Address of principal executive offices)
Telephone: (401) 765-1500
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 ____
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Common Stock, $0.01 par value, issued and outstanding at August 6, 2002:
392,595,000 shares
================================================================================
INDEX
Page
Part I
Item 1. Financial Statements
Consolidated Condensed Statements of Operations -
Thirteen and Twenty-Six Weeks Ended June 29, 2002 and June 30, 2001 2
Consolidated Condensed Balance Sheets -
As of June 29, 2002 and December 29, 2001 3
Consolidated Condensed Statements of Cash Flows -
Twenty-Six Weeks Ended June 29, 2002 and June 30, 2001 4
Notes to Consolidated Condensed Financial Statements 5
Independent Auditors' Review Report 10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
Part II
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 19
Signature Page 19
1
Part I Item 1
CVS Corporation
Consolidated Condensed Statements of Operations
(Unaudited)
=====================================================================================================================
13 Weeks Ended 26 Weeks Ended
June 29, June 30, June 29, June 30,
In millions, except per share amounts 2002 2001 2002 2001
---------------------------------------------------------------------------------------------------------------------
Net sales $ 5,989.5 $ 5,494.2 $ 11,960.2 $ 10,880.1
Cost of goods sold, buying and warehousing costs 4,508.4 4,035.8 8,985.4 7,968.3
---------------------------------------------------------------------------------------------------------------------
Gross margin 1,481.1 1,458.4 2,974.8 2,911.8
Selling, general and administrative expenses 1,104.0 1,036.2 2,226.2 2,029.6
Depreciation and amortization 78.8 80.2 153.8 158.8
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Total operating expenses 1,182.8 1,116.4 2,380.0 2,188.4
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Operating profit 298.3 342.0 594.8 723.4
Interest expense, net 13.8 15.1 26.9 30.8
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Earnings before income tax provision 284.5 326.9 567.9 692.6
Income tax provision 108.1 128.9 215.8 272.9
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Net earnings 176.4 198.0 352.1 419.7
Preference dividends, net of income tax benefit 3.7 3.7 7.4 7.4
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Net earnings available to common shareholders $ 172.7 $ 194.3 $ 344.7 $ 412.3
=====================================================================================================================
Basic earnings per common share:
Net earnings $ 0.44 $ 0.49 $ 0.88 $ 1.05
---------------------------------------------------------------------------------------------------------------------
Weighted average basic common shares outstanding 392.0 393.5 391.8 393.2
---------------------------------------------------------------------------------------------------------------------
Diluted earnings per common share:
Net earnings $ 0.43 $ 0.48 $ 0.86 $ 1.02
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Weighted average diluted common shares outstanding 406.1 411.1 405.3 411.2
=====================================================================================================================
Dividends declared per common share $ 0.0575 $ 0.0575 $ 0.1150 $ 0.1150
=====================================================================================================================
See accompanying notes to consolidated condensed financial statements.
2
Part I Item 1
CVS Corporation
Consolidated Condensed Balance Sheets
=====================================================================================================================
(Unaudited)
June 29, December 29,
In millions, except share and per share amounts 2002 2001
---------------------------------------------------------------------------------------------------------------------
Assets:
Cash and cash equivalents $ 333.3 $ 236.3
Accounts receivable, net 1,004.1 966.2
Inventories 3,876.0 3,918.6
Deferred income taxes 204.5 242.6
Other current assets 43.6 46.2
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Total current assets 5,461.5 5,409.9
Property and equipment, net 2,152.2 1,847.3
Goodwill, net 878.1 874.9
Intangible assets, net 319.5 318.0
Other assets 184.2 178.1
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Total assets $ 8,995.5 $ 8,628.2
=====================================================================================================================
Liabilities:
Accounts payable $ 1,335.2 $ 1,535.8
Accrued expenses 1,263.0 1,267.9
Short-term borrowings 488.4 235.8
Current portion of long-term debt 26.3 26.4
---------------------------------------------------------------------------------------------------------------------
Total current liabilities 3,112.9 3,065.9
Long-term debt 807.9 810.4
Deferred income taxes 35.3 35.3
Other long-term liabilities 146.7 149.7
Shareholders' equity:
Preference stock, series one ESOP convertible, par value $1.00:
authorized 50,000,000 shares; issued and outstanding 4,745,000 shares
at June 29, 2002 and 4,887,000 shares at December 29, 2001 253.6 261.2
Common stock, par value $0.01: authorized 1,000,000,000 shares; issued
408,901,000 shares at June 29, 2002 and 408,532,000
shares at December 29, 2001 4.1 4.1
Treasury stock, at cost: 16,826,000 shares at June 29, 2002 and
17,645,000 shares at December 29, 2001 (487.2) (510.8)
Guaranteed ESOP obligation (219.9) (219.9)
Capital surplus 1,542.4 1,539.6
Retained earnings 3,799.7 3,492.7
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Total shareholders' equity 4,892.7 4,566.9
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Total liabilities and shareholders' equity $ 8,995.5 $ 8,628.2
=====================================================================================================================
See accompanying notes to consolidated condensed financial statements.
3
Part I Item 1
CVS Corporation
Consolidated Condensed Statements of Cash Flows
(Unaudited)
========================================================================================================
26 Weeks Ended
June 29, June 30,
In millions 2002 2001
--------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net earnings $ 352.1 $ 419.7
Adjustments required to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 153.8 158.8
Deferred income taxes and other noncash items 49.8 2.5
Change in operating assets and liabilities, providing/(requiring)
cash, net of effects from acquisitions:
Accounts receivable, net (37.9) (109.6)
Inventories 42.6 (362.4)
Other current assets 4.3 (4.3)
Other assets (8.7) (3.8)
Accounts payable (200.6) 72.2
Accrued expenses (4.1) (47.4)
Other long-term liabilities (3.0) 1.3
--------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 348.3 127.0
========================================================================================================
Cash flows from investing activities:
Additions to property and equipment (590.3) (275.8)
Proceeds from sale-leaseback transactions 135.5 --
Acquisitions (net of cash acquired) and investments (32.5) (99.0)
Proceeds from sale or disposal of assets 13.4 11.3
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Net cash used in investing activities (473.9) (363.5)
========================================================================================================
Cash flow from financing activities:
Additions to (reductions in) short-term borrowings 252.6 (110.1)
Proceeds from exercise of stock options 17.7 31.9
(Reductions in) additions to long-term debt (2.7) 296.4
Dividends paid (45.0) (45.2)
--------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 222.6 173.0
========================================================================================================
Net increase (decrease) in cash and cash equivalents 97.0 (63.5)
Cash and cash equivalents at beginning of period 236.3 337.3
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Cash and cash equivalents at end of period $ 333.3 $ 273.8
========================================================================================================
See accompanying notes to consolidated condensed financial statements.
4
Part I Item 1
CVS Corporation
Notes to Consolidated Condensed Financial Statements
(Unaudited)
Note 1
The accompanying consolidated condensed financial statements of CVS Corporation
("CVS" or the "Company") have been prepared without audit, in accordance with
the rules and regulations of the Securities and Exchange Commission. In
accordance with such rules and regulations, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted,
although the Company believes that the disclosures included herein are adequate
to make the information presented not misleading. These consolidated condensed
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the fiscal year ended December 29, 2001.
In the opinion of management, the accompanying consolidated condensed financial
statements include all adjustments (consisting only of normal recurring
adjustments) which are necessary to present a fair statement of the Company's
results for the interim periods presented. Because of the influence of various
factors on the Company's operations, including certain holidays and other
seasonal influences, net earnings for any interim period may not be comparable
to the same interim period in previous years or necessarily indicative of
earnings for the full fiscal year.
Certain reclassifications have been made to prior year's amounts to conform to
the current period presentation.
Note 2
The Company currently operates two business segments, Retail Pharmacy and
Pharmacy Benefit Management ("PBM"). The Company's business segments are
operating units that offer different products and services, and require distinct
technology and marketing strategies.
As of June 29, 2002, the Retail Pharmacy segment included 3,969 retail
drugstores and the Company's online retail website, CVS.com. The retail
drugstores are located in 26 states and the District of Columbia, operating
under the CVS or CVS/pharmacy name. The Retail Pharmacy segment is the Company's
only reportable segment.
The PBM segment provides a full range of prescription benefit management
services to managed care and other organizations. These services include plan
design and administration, formulary management, mail order pharmacy services,
claims processing and generic substitution. The PBM segment also includes the
Company's specialty pharmacy business which focuses on supporting individuals
that require complex and expensive drug therapies. The PBM segment operates
under the PharmaCare Management Services name, while the specialty pharmacy mail
order facilities and 33 retail pharmacies, located in 20 states and the District
of Columbia, operate under the CVS ProCare name.
5
Part I Item 1
CVS Corporation
Notes to Consolidated Condensed Financial Statements
(Unaudited)
Following is a reconciliation of the Company's business segments to the
consolidated condensed financial statements as of and for the thirteen and
twenty-six weeks ended June 29, 2002 and June 30, 2001:
================================================================================
Retail Pharmacy All Other Consolidated
In millions Segment Segments Totals
--------------------------------------------------------------------------------
13 weeks ended:
June 29, 2002:
Net sales $ 5,715.1 $ 274.4 $ 5,989.5
Operating profit 280.1 18.2 298.3
June 30, 2001:
Net sales $ 5,284.2 $ 210.0 $ 5,494.2
Operating profit 332.3 9.7 342.0
================================================================================
26 weeks ended:
June 29, 2002:
Net sales $ 11,408.0 $ 552.2 $ 11,960.2
Operating profit 563.2 31.6 594.8
June 30, 2001:
Net sales $ 10,451.9 $ 428.2 $ 10,880.1
Operating profit 705.6 17.8 723.4
================================================================================
Total assets:
June 29, 2002 $ 8,479.7 $ 515.8 $ 8,995.5
December 29, 2001 8,123.7 504.5 8,628.2
================================================================================
Note 3
During the fourth quarter of 2001, management approved an Action Plan, which
resulted from a comprehensive business review designed to streamline operations
and enhance operating efficiencies.
Following is a summary of the specific initiatives contained in the Action Plan:
1. 229 CVS/pharmacy and CVS ProCare store locations (the "Stores") would
be closed by no later than March 2002. Since these locations were
leased facilities, management planned to either return the premises to
the respective landlords at the conclusion of the current lease term or
negotiate an early termination of the contractual obligations. As of
March 31, 2002, all of the Stores were closed.
2. The Henderson, North Carolina distribution center (the "D.C.") would be
closed and its operations would be transferred to the Company's
remaining distribution centers by no later than May 2002. Since this
location was owned, management planned to sell the property upon
closure. The D.C. was closed in April 2002 and was sold in May 2002.
3. The Columbus, Ohio mail order facility (the "Mail Facility") would be
closed and its operations would be transferred to the Company's
Pittsburgh, Pennsylvania mail order facility by no later than April
2002. Since this location was a leased facility, management planned to
either return the premises to the landlord at the conclusion of the
lease or negotiate an early termination of the contractual obligation.
The Mail Facility was closed in March 2002.
6
Part I Item 1
CVS Corporation
Notes to Consolidated Condensed Financial Statements
(Unaudited)
4. Two satellite office facilities (the "Satellite Facilities") would be
closed and their operations would be consolidated into the Company's
Woonsocket, Rhode Island corporate headquarters by no later than December
2001. Since these locations were leased facilities, management planned to
either return the premises to the landlords at the conclusion of the
leases or negotiate an early termination of the contractual obligations.
The Satellite Facilities were closed in December 2001.
5. Approximately 1,500 managerial, administrative and store employees in the
Company's Woonsocket, Rhode Island corporate headquarters; Columbus Mail
Facility; Henderson D.C. and the Stores would be terminated. As of April
30, 2002, all of these employees had been terminated.
In accordance with, Emerging Issues Task Force Issue 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring)," Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and Staff
Accounting Bulletin No. 100, "Restructuring and Impairment Charges," the Company
recorded a $346.8 million pre-tax charge ($226.9 million after-tax) to operating
expenses during the fourth quarter of 2001 for restructuring and asset
impairment costs associated with the Action Plan. In accordance with Accounting
Research Bulletin No. 43, "Restatement and Revision of Accounting Research
Bulletins," the Company also recorded a $5.7 million pre-tax charge ($3.6
million after-tax) to cost of goods sold during the fourth quarter of 2001 to
reflect the markdown of certain inventory contained in the Stores to its net
realizable value. In total, the restructuring and asset impairment charge was
$352.5 million pre-tax, or $230.5 million after-tax (the "Restructuring
Charge").
Following is a reconciliation of the beginning and ending liability balances
associated with the Restructuring Charge as of the respective balance sheet
dates:
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Noncancelable Lease Employee
In millions Obligations/(1)/ Asset Write-Offs Severance & Benefits Total
------------------------------------------------------------------------------------------------------------
Restructuring Charge $ 227.4 $ 105.6 $ 19.5 $ 352.5
Utilized - Cash -- -- (2.1) (2.1)
Utilized - Noncash -- (105.6) -- (105.6)
------------------------------------------------------------------------------------------------------------
Balance at 12/29/01 $ 227.4 $ -- $ 17.4 $ 244.8
Utilized - Cash (18.4) -- (12.1) (30.5)
------------------------------------------------------------------------------------------------------------
Balance at 06/29/02/(2)/ $ 209.0 $ -- $ 5.3 $ 214.3
============================================================================================================
(1) Noncancelable lease obligations extend through 2024.
(2) The Company believes that the reserve balances as of June 29, 2002 are
adequate to cover the remaining liabilities associated with the Action Plan.
Note 4
Following are the components of net interest expense:
-------------------------------------------------------------------------------------------------
13 weeks ended 26 weeks ended
In millions June 29, 2002 June 30, 2001 June 29, 2002 June 30, 2001
-------------------------------------------------------------------------------------------------
Interest expense $ 14.7 $ 16.1 $ 29.2 $ 33.1
Interest income (0.9) (1.0) (2.3) (2.3)
-------------------------------------------------------------------------------------------------
Interest expense, net $ 13.8 $ 15.1 $ 26.9 $ 30.8
=================================================================================================
7
Part I Item 1
CVS Corporation
Notes to Consolidated Condensed Financial Statements
(Unaudited)
Note 5
Effective at the beginning of fiscal 2002, the Company adopted SFAS No. 142,
"Goodwill and Other Intangible Assets." As a result of the adoption, goodwill
and other indefinite-lived intangible assets are no longer being amortized, but
are subject to annual impairment reviews, or more frequently if events or
circumstances indicate there may be an impairment. During the second quarter of
2002, the company completed the implementation impairment review as required.
The review concluded there was no impairment of goodwill at the time of
implementation.
The impact of discontinuing the amortization of goodwill and indefinite-lived
intangible assets on net earnings for the thirteen and twenty-six weeks ended
June 30, 2001 would have been $7.4 million or $0.02 per diluted share and $14.1
million or $0.03 per diluted share, respectively. Excluding goodwill
amortization, adjusted net earnings for the thirteen weeks ended June 30, 2001
would have been $205.4 million or $0.50 per diluted share. Adjusted net earnings
for the twenty-six weeks ended June 30, 2001 would have been $433.8 million or
$1.05 per diluted share.
The carrying amount of goodwill as of June 29, 2002 was $878.1 million. The
change in goodwill during the twenty-six weeks ended June 29, 2002 was primarily
due to store acquisitions. There was no impairment of goodwill during the
quarter.
Intangible assets other than goodwill are separated into two categories,
finite-lived and indefinite-lived. Intangible assets with finite useful lives
are amortized over their estimated useful life, while intangible assets with
indefinite useful lives are not amortized. The Company currently has no
intangible assets with indefinite lives. Following is a summary of the Company's
amortizable intangible assets as of the respective balance sheet dates:
------------------------------------------------------------------------------------------------------------------
As of June 29, 2002 As of December 29, 2001
-------------------------------------- ---------------------------------------
Gross Accumulated Gross Accumulated
In millions Carrying Amount Amortization Carrying Amount Amortization
------------------------------------------------------------------------------------------------------------------
Customer lists and
Covenants not to compete $ 423.6 $ (172.4) $ 379.7 $ (135.1)
Favorable leases and Other 133.9 (65.6) 138.8 (65.4)
------------------------------------------------------------------------------------------------------------------
$ 557.5 $ (238.0) $ 518.5 $ (200.5)
==================================================================================================================
The amortization expense for these intangible assets for the thirteen and
twenty-six week periods ended June 29, 2002 was $12.6 million and $24.7 million,
respectively. The anticipated annual amortization expense for these intangible
assets is $52.1 million, $47.6 million, $40.3 million, $35.1 million, $33.2
million and $31.4 million in 2002, 2003, 2004, 2005, 2006 and 2007,
respectively.
8
Part I Item 1
CVS Corporation
Notes to Consolidated Condensed Financial Statements
(Unaudited)
Note 6
Basic earnings per common share is computed by dividing: (i) net earnings, after
deducting the after-tax dividends on the ESOP preference stock, by (ii) the
weighted average number of common shares outstanding during the period (the
"Basic Shares").
When computing diluted earnings per common share, the Company assumes that the
ESOP preference stock is converted into common stock and all dilutive stock
options are exercised. After the assumed ESOP preference stock conversion, the
ESOP Trust would hold common stock rather than ESOP preference stock and would
receive common stock dividends (currently $0.23 per share) rather than ESOP
preference stock dividends (currently $3.90 per share). Since the ESOP Trust
uses the dividends it receives to service its debt, the Company would have to
increase its contribution to the ESOP Trust to compensate it for the lower
dividends. This additional contribution would reduce the Company's net earnings,
which in turn, would reduce the amounts that would have to be accrued under the
Company's incentive compensation plans. Diluted earnings per common share is
computed by dividing: (i) net earnings, after accounting for the difference
between the dividends on the ESOP preference stock and common stock and after
making adjustments for the incentive compensation plans by (ii) Basic Shares
plus the additional shares that would be issued assuming that all dilutive stock
options are exercised and the ESOP preference stock is converted into common
stock.
Following is a reconciliation of basic and diluted earnings per common share for
the thirteen and twenty-six week periods listed below:
-------------------------------------------------------------------------------------------------------------------
13 weeks ended 26 weeks ended
June 29, June 30, June 29, June 30,
In millions, except per share amounts 2002 2001 2002 2001
-------------------------------------------------------------------------------------------------------------------
Numerator for earnings per common share calculation:
Net earnings $ 176.4 $ 198.0 $ 352.1 $ 419.7
Preference dividends, net of income tax benefit (3.7) (3.7) (7.4) (7.4)
-------------------------------------------------------------------------------------------------------------------
Net earnings available to common shareholders, basic $ 172.7 $ 194.3 $ 344.7 $ 412.3
===================================================================================================================
Net earnings $ 176.4 $ 198.0 $ 352.1 $ 419.7
Dilutive earnings adjustments (1.7) (0.5) (3.4) (1.0)
-------------------------------------------------------------------------------------------------------------------
Net earnings available to common shareholders, diluted $ 174.7 $ 197.5 $ 348.7 $ 418.7
===================================================================================================================
Denominator for earnings per common share calculation:
Weighted average common shares, basic 392.0 393.5 391.8 393.2
Effect of dilutive securities:
ESOP preference stock 10.7 10.7 10.7 10.7
Stock options 3.4 6.9 2.8 7.3
-------------------------------------------------------------------------------------------------------------------
Weighted average common shares, diluted 406.1 411.1 405.3 411.2
===================================================================================================================
Basic earnings per common share $ 0.44 $ 0.49 $ 0.88 $ 1.05
-------------------------------------------------------------------------------------------------------------------
Diluted earnings per common share $ 0.43 $ 0.48 $ 0.86 $ 1.02
===================================================================================================================
9
Part I Independent Auditors' Review Report
The Board of Directors and Shareholders
CVS Corporation:
We have reviewed the consolidated condensed balance sheet of CVS Corporation and
subsidiaries as of June 29, 2002, and the related consolidated condensed
statements of operations and cash flows for the thirteen and twenty-six week
periods ended June 29, 2002 and June 30, 2001. These consolidated condensed
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated condensed financial statements referred to above for
them to be in conformity with accounting principles generally accepted in the
United States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of CVS
Corporation and subsidiaries as of December 29, 2001 and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the fifty-two week period then ended (not presented herein); and in our report
dated February 1, 2002 we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated condensed balance sheet as of December 29, 2001, is
fairly presented, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
/s/ KPMG LLP
------------
KPMG LLP
Providence, Rhode Island
July 26, 2002
10
Part I Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Introduction
The following discussion explains the material changes in our results of
operations for the thirteen and twenty-six weeks ended June 29, 2002 and the
significant developments affecting our financial condition since December 29,
2001. We strongly recommend that you read our audited consolidated financial
statements and footnotes and Management's Discussion and Analysis of Financial
Condition and Results of Operations included in our Annual Report on Form 10-K
for the fiscal year ended December 29, 2001.
Results of Operations
Thirteen and Twenty Six-Weeks Ended June 29, 2002 versus June 30, 2001
Net sales ~ The following table summarizes our sales performance for the
respective periods:
---------------------------------------------------------------------------------------------------------
13 weeks ended 26 weeks ended
June 29, June 30, June 29, June 30,
2002 2001 2002 2001
---------------------------------------------------------------------------------------------------------
Net sales (in billions) $ 6.0 $ 5.5 $ 12.0 $ 10.9
Net sales increase:
Total 9.0% 11.2% 9.9% 12.4%
Pharmacy 12.0% 15.9% 11.8% 17.5%
Front Store 3.2% 2.9% 6.1% 3.3%
Same store sales increase:
Total 8.6% 8.3% 9.4% 9.8%
Pharmacy 12.3% 13.2% 12.0% 15.3%
Front Store 1.7% 0.1% 4.4% 0.5%
Pharmacy percentage of total sales 67.9% 66.0% 67.7% 66.5%
Third party percentage of pharmacy sales 91.5% 90.9% 91.9% 90.6%
---------------------------------------------------------------------------------------------------------
As you review our sales performance, we believe you should consider the
following important information:
. Our pharmacy sales growth continued to benefit from our ability to
attract and retain managed care customers and favorable industry trends.
These trends include an aging American population; many "baby boomers"
are now in their fifties and are consuming a greater number of
prescription drugs. The increased use of pharmaceuticals as the first
line of defense for healthcare also contributed to the growing demand
for pharmacy services.
. Pharmacy sales were negatively impacted due to recent generic drug
introductions, which are being substituted for higher priced brand named
drugs. Excluding the recent generic drug introductions, we estimate,
total same store sales growth for the second quarter of 2002 would have
been approximately 100 basis points higher, while pharmacy same store
sales growth would have been approximately 150 basis points higher. For
the first six months of 2002, we estimate total and pharmacy same store
sales growth would have been approximately 75 basis points and 110 basis
points higher, respectively.
. Front store sales for the thirteen weeks ended June 29, 2002 were
negatively impacted by an early Easter (March 31st this year versus
April 15th last year), which shifted holiday sales from the second
quarter into the first quarter. Excluding the impact of the Easter
shift, we estimate total same store sales growth for the second quarter
of 2002 would have been approximately 80 basis points higher, while
front store same store sales growth would have been approximately 240
basis points higher. The Easter shift had no impact on the first six
months of 2002.
11
Part I Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
. Front store sales benefited from increased promotional activity in
response to the competitive and economic environment. During the
remainder of 2002, we will continue to actively monitor competitive
market conditions and will adjust our promotional activity accordingly.
. Total sales were negatively impacted by the 229 stores closed during the
first quarter of 2002 as part of the Action Plan. We estimate that the
impact of the store closings, net of sales which we believe transferred
to our remaining stores, lowered our total sales growth by approximately
120 basis points for the second quarter of 2002 and approximately 105
basis points for the first six months of 2002. However, we believe the
sales which transferred to our remaining stores benefited total same
store sales growth by approximately 65 basis points for the second
quarter of 2002 and approximately 60 basis points for the first six
months of 2002.
. Total sales also continued to benefit from our active relocation program,
which seeks to move our existing shopping center stores to larger, more
convenient, freestanding locations. Historically, we have achieved
significant improvements in customer count and net sales when we do this.
Although the number of annual relocations has decreased, our relocation
strategy remains an important component of our overall growth strategy,
as only 45% of our existing stores were freestanding as of June 29, 2002.
Our current long-term expectation is to have 70 to 80% of our stores
located in freestanding locations. We cannot, however, guarantee that we
will achieve this level or that future store relocations will deliver the
same positive results as those historically achieved. Please read the
"Cautionary Statement Concerning Forward-Looking Statements" section
below.
Gross margin for the second quarter of 2002 increased $22.7 million (or 1.6%) to
$1,481.1 million, or 24.7% of net sales, compared to $1,458.4 million, or 26.5%
of net sales in the second quarter of 2001. Gross margin for the first six
months of 2002 increased $63.0 million (or 2.2%) to $3.0 billion, or 24.9% of
net sales, compared to $2.9 billion, or 26.8% of net sales in the first six
months of 2001.
Why has our gross margin rate been declining?
. Sales to customers covered by third party insurance programs have
continued to increase and, thus, have become a larger part of our total
pharmacy business. On average, our gross margin on third party pharmacy
sales is lower than our gross margin on cash pharmacy sales. Third party
prescription sales for the second quarter and first six months of 2002
were 91.5% and 91.9%, respectively, of pharmacy sales, versus 90.9% in
the second quarter of 2001 and 90.6% in the first six months of 2001.
. In recent years, our third party gross margin rates have been adversely
affected by the efforts of managed care organizations, pharmacy benefit
managers, governmental and other third party payors to reduce
prescription drug costs. To address this trend, we have dropped and/or
renegotiated a number of third party programs that fell below our minimum
profitability standards. These efforts have helped to stabilize third
party reimbursement rates. However, in recent months, as a result of
increasing budget shortfalls, numerous state legislatures have proposed
or are reported to be considering reductions in pharmacy reimbursement
rates for Medicaid and other governmental programs. In the event this
trend continues and we elect to withdraw our participation in third party
programs and/or decide not to participate in future programs that fall
below our minimum profitability standards, we may not be able to sustain
our current rate of sales growth and gross margin dollars could be
adversely affected.
. Pharmacy sales are growing at a faster pace than front store sales. On
average, our gross margin on pharmacy sales is lower than our gross
margin on front store sales. Pharmacy sales as a percentage of total
sales for the second quarter and first six months of 2002 were 67.9% and
67.7%, respectively, compared to 66.0% in the second quarter of 2001 and
66.5% in the first six months of 2001.
12
Part I Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
. Also contributing to the decline during 2002 was an increase in markdowns
associated with the increased promotional activity discussed above and
elevated physical inventory losses, offset, in part, by the increase in
generic drug sales (discussed above), which generally yield a higher
gross margin rate than brand named drug sales. To address the physical
inventory loss trend, we initiated a number of programs, including, but
not limited to, moving high-cost merchandise behind the counter or glass
and improving our employee background screening and testing programs. We
believe these efforts will begin to reduce inventory losses during the
latter part of 2002. However, we cannot guarantee that these programs
will produce the desired results.
Total operating expenses for the second quarter of 2002 increased $66.4 million
(or 5.9%) to $1,182.8 million, or 19.8% of net sales, compared to $1,116.4
million, or 20.3% of net sales in the second quarter of 2001. Total operating
expenses for the first six months of 2002 increased $191.6 million (or 8.8%) to
$2,380.0 million, or 19.9% of net sales, compared to $2,188.4 million, or 20.1%
of net sales in the first six months of 2001.
What have we done to improve our total operating expenses as a percentage of net
sales?
. The initiatives completed as part the Action Plan and other technology
enhancements have lead to a more streamlined operating structure, which
lowered operating costs, particularly at the store level.
. As a result of the adoption of SFAS No. 142 at the beginning of fiscal
2002, we no longer amortize goodwill and other indefinite-lived
intangible assets. For further information on SFAS No. 142, see Note 5 to
the consolidated financial statements.
. Our strong sales performance has consistently allowed net sales to grow
at a faster pace than total operating expenses.
Operating profit for the second quarter of 2002 decreased $43.7 million (or
12.8%) to $298.3 million, or 5.0% of net sales, compared to $342.0 million or
6.2% of net sales in the second quarter of 2001. For the first six months of
2002, operating profit decreased $128.6 million (or 17.8%) to $594.8 million, or
5.0% of net sales, compared to $723.4 million, or 6.6% of net sales in the first
six months of 2001.
Interest expense, net consisted of the following:
--------------------------------------------------------------------------------------------------
13 weeks ended 26 weeks ended
In millions June 29, 2002 June 30, 2001 June 29, 2002 June 30, 2001
--------------------------------------------------------------------------------------------------
Interest expense $ 14.7 $ 16.1 $ 29.2 $ 33.1
Interest income (0.9) (1.0) (2.3) (2.3)
--------------------------------------------------------------------------------------------------
Interest expense, net $ 13.8 $ 15.1 $ 26.9 $ 30.8
==================================================================================================
The decrease in interest expense for the thirteen and twenty-six weeks ended
June 29, 2002 was primarily due to lower average interest rates during 2002
compared to 2001.
Income tax provision ~ Our effective income tax rate was 38.0% for the second
quarter and first six months of 2002, compared to 39.4% for the respective
periods of 2001. The decrease in our effective income tax rate was primarily due
to the elimination of goodwill amortization that was not deductible for income
tax purposes and lower state income taxes.
Net earnings for the second quarter of 2002 decreased $21.6 million (or 10.9%)
to $176.4 million, or $0.43 per diluted share, compared to $198.0 million, or
$0.48 per diluted share, in the second quarter of 2001. Net earnings for the
first six months of 2002 decreased $67.6 million (or 16.1%) to $352.1 million,
or $0.86 per diluted share, compared to $419.7 million, or $1.02 per diluted
share, in the first six months of 2001.
13
Part I Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
We fund the growth of our business through a combination of cash flow from
operations, commercial paper and long-term borrowings. Our liquidity is not
currently dependent on the use of off-balance sheet transactions other than
normal operating leases.
We had $488.4 million of commercial paper outstanding at a weighted average
interest rate of 1.9% as of June 29, 2002. In connection with our commercial
paper program, we maintain a $650 million, five-year unsecured back-up credit
facility, which expires on May 21, 2006 and a $650 million, 364-day unsecured
back-up credit facility, which expires on May 19, 2003. As of June 29, 2002, we
had not borrowed against the credit facilities.
Our credit facilities and unsecured senior notes contain customary restrictive
financial and operating covenants. We do not believe that the restrictions
contained in these covenants materially affect our financial or operating
flexibility.
We believe that our cash on hand and cash provided by operations, together with
our ability to obtain additional short-term and long-term financing, will be
sufficient to cover our working capital needs, capital expenditures and debt
service requirements for at least the next twelve months and beyond.
Net cash provided by operating activities increased to $348.3 million in the
first six months of 2002, compared to $127.0 million during the first six months
of 2001. The improvement in net cash provided by operations was primarily the
result of improved working capital management. Cash provided by operating
activities will be negatively impacted by future payments associated with the
Restructuring Charge. The timing of future cash payments related to the
Restructuring Charge depend on when, and if, early lease terminations can be
reached. As of June 29, 2002, the remaining payments, which primarily consist of
noncancelable lease obligations extending through 2024, totaled $214.3 million.
Net cash used in investing activities increased to $473.9 million during the
first six months of 2002. This compares to $363.5 million during the first six
months of 2001. The increase in net cash used in investing activities was
primarily due to higher additions to property and equipment. Additions to
property and equipment totaled $590.3 million in the first six months of 2002,
compared to $275.8 million in the first six months of 2001. The majority of our
capital spending in both quarters supported our real estate development program.
During the first six months of 2002, we opened 74 new stores, relocated 55
stores and closed 263 stores. For the year, we plan to open approximately
250-275 stores, consisting of approximately 150-175 new stores and 100
relocations. Approximately, 70-75 of our new stores are expected to be in new
markets. We finance a portion of our new store development program through
sale-leaseback transactions. Proceeds from sale-leaseback transactions totaled
$135.5 million for the six months of 2002. The properties were sold at net book
value and the resulting leases qualify and are accounted for as operating
leases. As of June 29, 2002, we operated 4,002 retail and specialty pharmacy
stores in 32 states and the District of Columbia, compared to 4,130 stores as of
June 30, 2001.
14
Part I Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cautionary Statement Concerning Forward-Looking Statements ~ The Private
Securities Litigation Reform Act of 1995 (the "Reform Act") provides a safe
harbor for forward-looking statements made by or on behalf of CVS Corporation.
The Company and its representatives may, from time to time, make written or
verbal forward-looking statements, including statements contained in the
Company's filings with the Securities and Exchange Commission and in its reports
to stockholders. Generally, the inclusion of the words "believe," "expect,"
"intend," "estimate," "anticipate," "will," and similar expressions identify
statements that constitute "forward-looking statements". All statements
addressing operating performance of CVS Corporation or any subsidiary, events,
or developments that the Company expects or anticipates will occur in the
future, including statements relating to sales growth, earnings or earnings per
common share growth, free cash flow, inventory levels and turn rates, store
development, relocations and new market entries, as well as statements
expressing optimism or pessimism about future operating results or events, are
forward-looking statements within the meaning of the Reform Act. The
forward-looking statements are and will be based upon management's then-current
views and assumptions regarding future events and operating performance, and are
applicable only as of the dates of such statements. The Company undertakes no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise. By their nature, all
forward-looking statements involve risks and uncertainties. Actual results may
differ materially from those contemplated by the forward-looking statements for
a number of reasons, including but not limited to:
.. The strength of the economy in general or in the markets served by CVS,
including changes in consumer purchasing power and/or spending patterns;
.. Increased competition from other drugstore chains, from alternative
distribution channels such as supermarkets, membership clubs, mail order
companies, discount retailers and internet companies (e-commerce) and from
other third party plans;
.. Changes in consumer preferences or loyalties;
.. Price reductions taken by the Company in response to competitive pressures,
as well as price reductions taken to drive demand that may not result in
anticipated sales levels;
.. Our ability to achieve projected levels of efficiencies, cost reduction
measures and other benefits from the Action Plan announced during the fourth
quarter of fiscal 2001 and other initiatives;
.. The effects of litigation and the creditworthiness of the purchasers of
former businesses whose store leases are guaranteed by CVS;
.. Our ability to generate sufficient cash flows to support capital expansion,
and general operating activities, and our ability to obtain necessary
financing at favorable interest rates;
.. Changes in laws and regulations, including changes in accounting standards,
taxation requirements, including tax rate changes, new tax laws and revised
tax law interpretations;
.. Interest rate fluctuations and other capital market conditions;
.. The continued introduction of successful new prescription drugs;
.. The continued efforts of health maintenance organizations, managed care
organizations, pharmacy benefit management companies and other third party
payers to reduce prescription drug costs;
.. Our ability to continue to successfully implement new computer systems and
technologies;
.. Our ability to successfully attract customers through our customer
reactivation program;
.. Our ability to continue to secure suitable new store locations at favorable
lease terms;
.. Our ability to continue to purchase inventory on favorable terms;
.. Our ability to attract, hire and retain suitable pharmacists and management
personnel;
15
Part I Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
.. Our ability to establish effective advertising, marketing and promotional
programs (including pricing strategies) in the different geographic markets
in which we operate; and
.. Other risks and uncertainties detailed from time to time in our filings with
the Securities and Exchange Commission.
The foregoing list is not exhaustive. There can be no assurance that the Company
has correctly identified and appropriately assessed all factors affecting its
business. Additional risks and uncertainties not presently known to the Company
or that it currently believes to be immaterial also may adversely impact the
Company. Should any risks and uncertainties develop into actual events, these
developments could have material adverse effects on the Company's business,
financial condition, and results of operations. For these reasons, you are
cautioned not to place undue reliance on the Company's forward-looking
statements.
16
Part I Item 3
Quantitative and Qualitative Disclosures About Market Risk
The Company has not entered into any transactions using derivative financial
instruments or derivative commodity instruments and believes that its exposure
to market risk associated with other financial instruments, principally interest
rate risk inherent in its debt portfolio, is not material.
17
Part II Item 4
Submission of Matters to a Vote of Security Holders
The following matters were submitted to a vote of security holders at our Annual
Meeting of Stockholders, which was held on Wednesday, April 17, 2002 in
Woonsocket, Rhode Island:
=====================================================================================================================
Broker
For Against Abstained Non-Votes
---------------------------------------------------------------------------------------------------------------------
1. The election, for one-year terms, of all persons
nominated for directors, as set forth in
the Company's proxy statement dated March 19, 2002,
was approved by the following votes:
Eugene Applebaum 287,627,489 55,182,319 -- --
W. Don Cornwell 335,455,059 7,354,749 -- --
Thomas P. Gerrity 335,464,724 7,345,084 -- --
Stanley P. Goldstein 335,186,630 7,623,178 -- --
Marian L. Heard 335,438,403 7,371,405 -- --
William H. Joyce 335,454,113 7,335,695 -- --
Terry R. Lautenbach 338,389,386 4,420,422 -- --
Terrence Murray 338,345,546 4,464,262 -- --
Sheli Z. Rosenberg 338,413,705 4,458,339 -- --
Thomas M. Ryan 338,351,469 4,396,103 -- --
Ivan G. Seidenberg 338,359,875 4,449,933 -- --
2. Ratification of the appointment of KPMG LLP as
the Company's independent auditors for the fiscal
year ending December 28, 2002 was approved by the
following vote: 327,929,735 13,458,582 1,421,491 --
=====================================================================================================================
18
Part II Item 6
Exhibits and Reports on Form 8-K
Exhibits:
3.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to CVS Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996).
3.1A Certificate of Amendment to the Amended and Restated Certificate of
Incorporation, effective May 13, 1998 (incorporated by reference to
Exhibit 4.1A to Registrant's Registration Statement No. 333-52055
on Form S-3/A dated May 18, 1998).
3.2 By-laws of the Registrant, as amended and restated (incorporated by
reference to Exhibit 3.2 to CVS Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1998).
10.1 Amendment No. 1 to the 364-day Credit Agreement dated as of May 17,
2002 by and among the Registrant, the lenders party hereto, Credit
Suisse First Boston and Wachovia Bank, National Association, as
Co-Documentation Agents and Fleet National Bank, as Administrative
Agent.
15.1 Letter re: Unaudited Interim Financial Information.
Reports on Form 8-K:
On July 31, 2002, we filed a Current Report on Form 8-K in connection with our
announcement that our Chief Executive Officer and Chief Financial Officer both
intend to certify the company's periodic reports on a timely basis in accordance
with the administrative order of the Securities Exchange Commission.
Signatures:
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on
its behalf by the undersigned thereunto duly authorized.
CVS Corporation
(Registrant)
/s/ David B. Rickard
--------------------
David B. Rickard
Executive Vice President,
Chief Financial Officer and
Chief Administrative Officer
August 9, 2002
19