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ABC > SEC Filings for ABC > Form 8-K on 24-Jul-2008All Recent SEC Filings

Show all filings for AMERISOURCEBERGEN CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMERISOURCEBERGEN CORP


24-Jul-2008

Results of Operations and Financial Condition, Material Impairments, Other


Item 2.02. Results of Operations and Financial Condition.

On July 24, 2008, AmerisourceBergen Corporation (the "Registrant") issued a news release announcing its earnings for the fiscal quarter ended June 30, 2008 and announcing its corresponding earnings conference call. A copy of the news release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.



Item 2.06. Material Impairments.

In the news release issued on July 24, 2008, the Registrant also announced that it signed an agreement to sell its PMSI workers' compensation business to H.I.G. Capital, LLC for approximately $40 million, plus a contingency payment of up to an additional $10 million. The divestiture will be in the form of a sale of all of the outstanding shares of capital stock of PMSI, Inc., PMSI MSA Services, Inc. and Tmesys, Inc. The Company expects to complete the transaction by the end of September 2008.

Based upon the estimated fair value of the consideration that the Registrant expects to receive relating to the sale of its PMSI workers' compensation business, the Registrant recorded a non-cash charge of $222 million as of June 30, 2008 to reduce the carrying value of its PMSI workers' compensation business. This conclusion was reached in connection with the preparation of financial statements to be included in the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.

In accordance with U.S. generally accepted accounting principles, specifically FAS 142 and FAS 144, this non-cash charge was recorded in the three and nine months ended June 30, 2008 as an impairment to PMSI's goodwill in the amount of $199 million and $23 million as the estimated loss on the sale of PMSI.

The Registrant has reclassified the PMSI workers' compensation business as a discontinued operation as of June 30, 2008. Therefore, its results of operations, which include the $222 million non-cash charge, have been reported as discontinued for all current and prior fiscal periods.



Item 8.01. Other Events.

In the news release issued on January 24, 2008, the Registrant also announced that it had raised its expectations for diluted earnings per share from continuing operations for fiscal year 2008 to a range of $2.81 to $2.89 from the previous range of $2.77 to $2.87. This annual range implies a fourth quarter fiscal 2008 range of $0.65 to $0.73 for diluted earnings per share. The Registrant affirmed that its revenue assumptions supporting its earnings expectations for fiscal year 2008 remain unchanged, and expects to be at the low end of the range. The Registrant announced an increase to the low to mid single-digit basis point range in its assumption for operating margin expansion in the pharmaceutical distribution segment. A copy of the news release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 News Release, dated July 24, 2008, regarding Registrant's earnings for the fiscal quarter ended June 30, 2008 and other matters.


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