Document_and_Entity_Informatio
Document and Entity Information Document | 9 Months Ended |
Sep. 30, 2013 | |
Document Information [Line Items] | |
Entity Registrant Name | OMNICARE INC |
Entity Central Index Key | 353230 |
Current Fiscal Year End Date | -19 |
Entity Filer Category | Large Accelerated Filer |
Document Type | 10-Q |
Document Period End Date | 30-Sep-13 |
Document Fiscal Year Focus | 2013 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | FALSE |
Entity Common Stock, Shares Outstanding | 102,980,361 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME UNAUDITED (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ||||
Revenue, Net | $1,581,001 | $1,501,348 | $4,675,901 | $4,630,443 |
Cost of sales | 1,211,183 | 1,130,053 | 3,556,809 | 3,523,702 |
Gross profit | 369,818 | 371,295 | 1,119,092 | 1,106,741 |
Selling, general and administrative expenses | 195,382 | 203,550 | 600,896 | 605,552 |
Provision for doubtful accounts | 25,177 | 24,047 | 74,749 | 72,556 |
Settlement, litigation and other related charges | 143,484 | 4,931 | 169,615 | 38,227 |
Other charges | 61,632 | 5,036 | 96,906 | 65,757 |
Operating income | -55,857 | 133,731 | 176,926 | 324,649 |
Interest expense, net of investment income | -34,922 | -39,036 | -94,005 | -105,444 |
Income before income taxes | -90,779 | 94,695 | 82,921 | 219,205 |
Income tax (benefit) expense | -24,470 | 33,270 | 42,657 | 83,349 |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | -66,309 | 61,425 | 40,264 | 135,856 |
Earnings (loss) per common share - Basic: | ||||
Net income | ($0.65) | $0.56 | $0.39 | $1.23 |
Earnings (loss) per common share - Diluted: | ||||
Diluted earnings per share (per share) | ($0.65) | $0.55 | $0.37 | $1.19 |
Dividends per common share | $0.14 | $0.14 | $0.42 | $0.28 |
Weighted average number of common shares outstanding: | ||||
Weighted Average Number of Shares Outstanding, Basic | 101,811 | 109,315 | 102,624 | 110,457 |
Diluted shares (in shares) | 101,811 | 111,951 | 109,612 | 113,968 |
Comprehensive income (loss) | ($66,305) | $63,354 | $40,170 | $136,518 |
CONSOLIDATED_BALANCE_SHEETS_UN
CONSOLIDATED BALANCE SHEETS UNAUDITED (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $505,687 | $454,213 |
Restricted cash | 5 | 1,066 |
Accounts receivable, less allowances of $209,140 (2012-$269,416) | 741,053 | 857,052 |
Inventories | 421,799 | 385,698 |
Deferred income tax benefits | 98,089 | 136,186 |
Other current assets | 312,226 | 254,644 |
Total current assets | 2,078,859 | 2,088,859 |
Properties and equipment, at cost less accumulated depreciation of $342,659 (2012-$308,525) | 310,225 | 282,660 |
Goodwill | 4,253,461 | 4,256,959 |
Identifiable intangible assets, less accumulated amortization of $256,732 (2012-$236,116) | 166,105 | 196,873 |
Other noncurrent assets | 106,876 | 163,913 |
Total noncurrent assets | 4,836,667 | 4,900,405 |
Total assets | 6,915,526 | 6,989,264 |
Current liabilities: | ||
Accounts payable | 210,459 | 200,125 |
Accrued employee compensation | 55,811 | 73,791 |
Debt, Current | 548,519 | 27,713 |
Other current liabilities | 309,211 | 180,385 |
Total current liabilities | 1,124,000 | 482,014 |
Long-term debt, net | 1,426,472 | 2,030,030 |
Deferred income tax liabilities | 983,000 | 914,660 |
Other noncurrent liabilities | 55,833 | 56,848 |
Total noncurrent liabilities | 2,465,305 | 3,001,538 |
Total liabilities | 3,589,305 | 3,483,552 |
Stockholders' equity: | ||
Preferred stock, no par value, 1,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $1 par value, 200,000,000 shares authorized, 134,551,698 shares issued (2012-133,503,156 shares issued) | 134,552 | 133,503 |
Paid in capital | 2,392,566 | 2,419,970 |
Retained earnings | 1,798,257 | 1,801,075 |
Treasury stock, at cost- 31,571,337 shares (2012-28,851,671 shares ) | -996,240 | -846,016 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | -2,914 | -2,820 |
Total stockholders' equity | 3,326,221 | 3,505,712 |
Total liabilities and stockholders' equity | $6,915,526 | $6,989,264 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ||
Net income (loss) | $40,264 | $135,856 |
Adjustments to reconcile net income to net cash flows from operating activities: | ||
Depreciation expense | 43,748 | 38,256 |
Amortization expense | 61,073 | 63,377 |
Gains (Losses) on Extinguishment of Debt | -55,652 | -47,558 |
Gain (Loss) on Sale of Business | 36,062 | 0 |
Changes in assets and liabilities, net of effects from acquisition and divestiture of businesses: | ||
Accounts receivable and unbilled receivables, net of provision for doubtful accounts | 70,628 | 31,433 |
Inventories | -36,988 | 82,786 |
Other current and noncurrent assets | -9,431 | 65,341 |
Accounts payable | 21,823 | -95,172 |
Accrued employee compensation | -17,941 | 1,883 |
Current and noncurrent liabilities | 189,775 | 45,585 |
Net cash flows from operating activities | 454,665 | 416,903 |
Cash flows from investing activities: | ||
Acquisition of businesses, net of cash received | -3,798 | -34,411 |
Proceeds from Divestiture of Businesses, Net of Cash Divested | 11,083 | 19,207 |
Payments to Acquire Marketable Securities | -620 | -25,000 |
Capital expenditures | -74,127 | -71,433 |
Other | 1,061 | 1,348 |
Net cash flows used in investing activities | -66,401 | -110,289 |
Cash flows from financing activities: | ||
Payments on Term Loans | -15,938 | -19,375 |
Proceeds from Issuance of Long-term Debt | 0 | 425,000 |
Payments on long-term borrowings and obligations | -190,403 | -452,302 |
Payments of Debt Issuance Costs | -4,851 | -7,164 |
Option indexed to issuers equity cash paid | 0 | -48,126 |
Increase (decrease) in cash overdraft balance | -11,490 | -1,540 |
Payments for Omnicare common stock repurchases | 91,259 | 110,919 |
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | 17,934 | 5,710 |
Dividends paid | -43,011 | -30,765 |
Other | 2,228 | 13 |
Net Cash Provided by (Used in) Financing Activities | -336,790 | -239,468 |
Net increase (decrease) in cash and cash equivalents | 51,474 | 67,146 |
Cash and cash equivalents at beginning of period | 454,213 | 580,262 |
Cash and cash equivalents at end of period | $505,687 | $647,408 |
CONSOLIDATED_BALANCE_SHEET_PAR
CONSOLIDATED BALANCE SHEET (PARENTHETICAL) (Parentheticals) (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Parenthetical Balance Sheet [Abstract] | |||
Allowance for Doubtful Accounts Receivable, Current | $209,140 | $209,140 | $269,416 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 342,659 | 342,659 | 308,525 |
Finite-Lived Intangible Assets, Accumulated Amortization | $256,732 | $256,732 | $236,116 |
Preferred Stock, No Par Value | $0 | $0 | $0 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $1 | $1 | $1 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 134,551,698 | 134,551,698 | 133,503,156 |
Treasury Stock, Shares | 31,571,337 | 31,571,337 | 28,851,671 |
Aggregate number of stock options, warrants and awards excluded from the computation of diluted EPS (in shares) | 300,000 | 900,000 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Omnicare, Inc. and its consolidated subsidiaries (“Omnicare” or the “Company”) have prepared the accompanying unaudited Consolidated Financial Statements in accordance with the accounting policies described in its consolidated financial statements and the notes thereto included in the Company's 2012 Annual Report on Form 10-K (“2012 Annual Report”), and the interim reporting requirements of Form 10-Q. Accordingly, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and related notes included in the 2012 Annual Report and any related updates included in the Company’s periodic Securities and Exchange Commission (“SEC”) filings. In the second quarter of 2013, the Company concluded that the operations of its hospice pharmacy business were better aligned with the operation of its Long-Term Care Group ("LTC"), and began to review and manage the operations of this business as part of LTC. Accordingly, to align the reporting segments with the current way management reviews information to make operating decisions, assess performance and allocate resources, the results of the Company's hospice business are now reported in LTC. Additional information on the Company's reportable segments is presented at the "Segment Information" note of the Notes to Consolidated Financial Statements. Certain reclassifications of prior year amounts, primarily related to the reclassification of segment information, have been made to conform to the current year presentation. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||
Significant Accounting Policies [Text Block] | Interim Financial Data | ||||||||||||||||||
The interim financial data is unaudited; however, in the opinion of Omnicare management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Omnicare consolidated results of operations, financial position and cash flows for the interim periods presented have been made. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||
Stock-based compensation expense recognized in the Consolidated Statement of Comprehensive Income (Loss) for stock options, restricted stock units, performance share units and stock awards totaled approximately $5.0 million and $14.2 million for the three and nine months ended September 30, 2013, respectively, and $4.1 million and $13.0 million for the three and nine months ended September 30, 2012, respectively. | |||||||||||||||||||
Accounts Receivable | |||||||||||||||||||
The following table is an aging of the Company’s gross accounts receivable (net of allowances for contractual adjustments), aged based on payment terms and categorized based on the three primary types of accounts receivable characteristics (in thousands): | |||||||||||||||||||
September 30, 2013 | Current and 0-180 Days Past Due | 181 Days and Over Past Due | Total | ||||||||||||||||
Medicare (Part D and Part B), Medicaid and Third-Party payors | $ | 210,957 | $ | 67,697 | $ | 278,654 | |||||||||||||
Facility payors | 351,162 | 163,069 | 514,231 | ||||||||||||||||
Private Pay payors | 72,631 | 84,677 | 157,308 | ||||||||||||||||
Total gross accounts receivable | $ | 634,750 | $ | 315,443 | $ | 950,193 | |||||||||||||
December 31, 2012 | |||||||||||||||||||
Medicare (Part D and Part B), Medicaid and Third-Party payors | $ | 238,348 | $ | 163,773 | $ | 402,121 | |||||||||||||
Facility payors | 383,848 | 168,945 | 552,793 | ||||||||||||||||
Private Pay payors | 70,835 | 100,719 | 171,554 | ||||||||||||||||
Total gross accounts receivable | $ | 693,031 | $ | 433,437 | $ | 1,126,468 | |||||||||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||
Accumulated other comprehensive income (loss) ("AOCI") by component and in the aggregate, follows (in thousands): | |||||||||||||||||||
September 30, | December 31, 2012 | ||||||||||||||||||
2013 | |||||||||||||||||||
Unrealized loss on fair value of investments | $ | (695 | ) | $ | (428 | ) | |||||||||||||
Pension and postemployment benefits | (2,219 | ) | (2,392 | ) | |||||||||||||||
Total accumulated other comprehensive income (loss), net | $ | (2,914 | ) | $ | (2,820 | ) | |||||||||||||
The amounts are net of applicable tax benefits which were not material at September 30, 2013 and December 31, 2012. The reclassifications out of AOCI did not materially affect any individual line item on the Consolidated Statement of Comprehensive Income (Loss). | |||||||||||||||||||
Fair Value | |||||||||||||||||||
The Company’s financial assets and liabilities, measured at fair value on a recurring basis, were as follows (in thousands): | |||||||||||||||||||
Based on | |||||||||||||||||||
Fair Value | Quoted Prices in Active Markets | Other Observable Inputs | Unobservable Inputs | ||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||||
September 30, 2013 | |||||||||||||||||||
Bond portfolio | $ | 25,111 | $ | — | $ | 25,111 | $ | — | |||||||||||
7.75% interest rate swap agreements - fair value hedge | 23,570 | — | 23,570 | — | |||||||||||||||
Derivatives | — | — | — | — | |||||||||||||||
Total | $ | 48,681 | $ | — | $ | 48,681 | $ | — | |||||||||||
December 31, 2012 | |||||||||||||||||||
Bond portfolio | $ | 24,887 | $ | — | $ | 24,887 | $ | — | |||||||||||
7.75% interest rate swap agreements - fair value hedge | 46,090 | — | 46,090 | — | |||||||||||||||
Derivatives | — | — | — | — | |||||||||||||||
Total | $ | 70,977 | $ | — | $ | 70,977 | $ | — | |||||||||||
The fair value of the Company’s fixed-rate debt facilities are shown at the Debt note of the Notes to Consolidated Financial Statements. | |||||||||||||||||||
Offsetting Assets and Liabilities | |||||||||||||||||||
Effective January 1, 2013 the Company adopted Accounting Standards Update (“ASU”) 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities which clarifies ASU 2011-11, Disclosures about Offsetting Assets and Liabilities. The amended standard requires an entity to disclose information about offsetting and related arrangements to enable users of the financial statements to understand the effect of those arrangements on its financial position. | |||||||||||||||||||
The Company has interest rate swap agreements with multiple counterparties on its 7.75% Senior Subordinated Notes due 2020 (the "2020 Notes"), which are subject to this guidance. The following table presents these swap agreements offsetting securities as of September 30, 2013 and December 31, 2012: | |||||||||||||||||||
Gross Amounts not offset in the statement of financial position | |||||||||||||||||||
Interest Rate Swaps as of: | Gross amount of recognized assets (liabilities) | Gross amount offset in the statement of financial position | Net amount of assets (liabilities) presented in the statement of financial position | Financial instruments | Cash collateral received | Net amount | |||||||||||||
30-Sep-13 | |||||||||||||||||||
Swap A | $ | 11,969 | $ | — | $ | 11,969 | $ | — | $ | — | $ | 11,969 | |||||||
Swap B | 11,601 | — | 11,601 | — | — | 11,601 | |||||||||||||
$ | 23,570 | $ | — | $ | 23,570 | $ | — | $ | — | $ | 23,570 | ||||||||
December 31, 2012 | |||||||||||||||||||
Swap A | $ | 20,560 | $ | — | $ | 20,560 | $ | — | $ | — | $ | 20,560 | |||||||
Swap B | 20,011 | — | 20,011 | — | — | 20,011 | |||||||||||||
Swap C | 2,896 | — | 2,896 | — | — | 2,896 | |||||||||||||
Swap D | 2,623 | — | 2,623 | — | — | 2,623 | |||||||||||||
$ | 46,090 | $ | — | $ | 46,090 | $ | — | $ | — | $ | 46,090 | ||||||||
In the third quarter of 2013, in connection with the repurchase of $150 million in aggregate principal amount of its outstanding 2020 Notes, the Company terminated the applicable swap agreements (Swap C and Swap D). See further discussion of Omnicare's debt repurchases at the "Debt" note of the Notes to Consolidated Financial Statements. | |||||||||||||||||||
Income Taxes | |||||||||||||||||||
The quarterly effective tax rates are different than the federal statutory rate largely as a result of the impact of state and local income taxes and certain non-deductible charges, including a litigation settlement charge recognized in 2013. The year over year change in the effective tax rate is primarily due to certain non-deductible charges related to the disposition of businesses and the 2013 settlement charge. | |||||||||||||||||||
Other Charges | |||||||||||||||||||
Other charges (on a pre-tax basis) consist of the following (in thousands): | |||||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||
Debt related costs | $ | 50,868 | $ | — | $ | 50,868 | $ | 35,092 | |||||||||||
Disposition of businesses | 10,116 | (7,680 | ) | 38,902 | (1,777 | ) | |||||||||||||
Separation costs | 648 | 5,500 | 4,836 | 21,000 | |||||||||||||||
Acquisition and other related costs | — | (3,830 | ) | 2,300 | 396 | ||||||||||||||
Restructuring charges | — | 11,046 | — | 11,046 | |||||||||||||||
Total - other charges | $ | 61,632 | $ | 5,036 | $ | 96,906 | $ | 65,757 | |||||||||||
The Company completed one acquisition in the three and nine months ended September 30, 2012 which was not considered significant to the operations of the Company. The Company recorded professional fees and acquisition related restructuring costs which were offset by a reduction of the Company's original estimate of contingent consideration payable for a prior acquisition during the three and nine months ended September 30, 2012. | |||||||||||||||||||
Disposition of Businesses | |||||||||||||||||||
In 2013, the Company completed the disposition of certain assets, primarily in its medical supply services business and in 2012, completed the dispositions of its Canadian pharmacy and the Company's pharmacy operational software businesses, which were not considered, individually or in the aggregate, significant to the operations of Omnicare. The Company recorded a charge on the disposition of these businesses of $10.1 million and $38.9 million ($9.4 million and $27.1 million after-tax), respectively, in the three and nine months ended September 30, 2013 and gains on disposition of businesses of $7.7 million and $1.8 million in the three and nine months ended September 30, 2012. These charges are reflected in the "Other charges" caption of the Consolidated Statement of Comprehensive Income (Loss). | |||||||||||||||||||
Separation Costs | |||||||||||||||||||
In the three and nine months ended September 30, 2013, the Company recorded separation related costs for certain employees of approximately $0.6 million and $4.8 million, respectively. In the three and nine months ended September 30, 2012, the Company recorded charges of approximately $5.5 million and $21 million, respectively, related to separation related costs with the former CEO and other former executives. These charges are reflected in the "Other charges" caption of the Consolidated Statement of Comprehensive Income (Loss). | |||||||||||||||||||
Common Stock Repurchase Program | |||||||||||||||||||
As part of the Company's share repurchase program, on May 23, 2013, the Company entered into an accelerated share repurchase agreement (“JP ASR”) with J.P. Morgan Securities LLC as agent for JPMorgan Chase Bank, National Association, London Branch ("JPMorgan"). Pursuant to the JP ASR, the Company made a $100 million payment to JPMorgan on May 24, 2013 and received an initial number of approximately 1.3 million shares of its outstanding common stock from JPMorgan on the same day. The initial shares were valued at $60 million and recorded in treasury stock. The remaining $40 million balance was recorded as an equity forward contract and was included in paid in capital at the time of the JP ASR. The equity forward contract was settled with approximately 0.4 million additional shares of the Company's common stock and $19.0 million in cash delivered by JPMorgan to the Company during the three months ended September 30, 2013. | |||||||||||||||||||
In 2012, the Company entered into an accelerated share repurchase agreement (“GS ASR”) with Goldman, Sachs & Co. ("Goldman"). Pursuant to the GS ASR, the Company made a $250 million payment to Goldman on November 30, 2012 and received an initial number of approximately 5.8 million shares of its outstanding common stock from Goldman on the same day. The initial shares were valued at $200 million and recorded in treasury stock. The remaining $50 million balance was recorded as an equity forward contract, which was included in paid in capital at December 31, 2012. The equity forward contract was settled with approximately 0.6 million additional shares of the Company's common stock being delivered by Goldman to the Company during the three months ended June 30, 2013. | |||||||||||||||||||
In the nine months ended September 30, 2013, the Company repurchased approximately 2.5 million shares through authorized share repurchase programs (including shares purchased pursuant to the JP ASR and the GS ASR) at an aggregate cost of approximately $91.3 million, for a cumulative purchased amount of its common stock of approximately 21.7 million shares repurchased at an aggregate cost of approximately $721 million from the inception of the share repurchase programs in May 2010 through September 30, 2013. The Company had approximately $129 million of combined share repurchase authority remaining as of September 30, 2013, which expires on December 31, 2014. | |||||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendments in this update require an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The adoption of this amended guidance on January 1, 2013 did not have a material impact on the Company's consolidated results of operations, financial position and cash flows. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Goodwill and Other Intangible Assets [Text Block] | Changes in the carrying amount of goodwill for the nine months ended September 30, 2013 are as follows (in thousands): | ||||||||||||
Long-Term Care Group | Specialty Care Group | Total | |||||||||||
Goodwill balance as of December 31, 2012 | $ | 3,722,801 | $ | 534,158 | $ | 4,256,959 | |||||||
Other | (3,498 | ) | — | (3,498 | ) | ||||||||
Goodwill balance as of September 30, 2013 | $ | 3,719,303 | $ | 534,158 | $ | 4,253,461 | |||||||
The Company’s intangible amortization expense for the three and nine months ended September 30, 2013 was approximately $9 million and $28 million, respectively, and was approximately $11 million and $33 million for the three and nine months ended September 30, 2012, respectively. | |||||||||||||
"Other" includes a reduction in goodwill related to the the disposition of the Company's medical supply services business. |
Debt
Debt | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Debt [Abstract] | |||||||||||||||||
Debt Disclosure [Text Block] | A summary of debt follows (in thousands): | ||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Revolving credit facility | $ | — | $ | — | |||||||||||||
Senior term loan, due 2017 | 403,750 | 419,688 | |||||||||||||||
7.75% senior subordinated notes, due 2020 | 400,000 | 550,000 | |||||||||||||||
3.75% convertible senior subordinated notes, due 2025 | 132,417 | 318,054 | |||||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | 345,000 | 345,000 | |||||||||||||||
3.25% convertible senior debentures, due 2035 | 427,500 | 427,500 | |||||||||||||||
3.75% convertible senior subordinated notes, due 2042 | 390,000 | 390,000 | |||||||||||||||
3.50% convertible senior subordinated notes, due 2044 | 424,250 | — | |||||||||||||||
Capitalized lease and other debt obligations | 22,594 | 23,685 | |||||||||||||||
Subtotal | 2,545,511 | 2,473,927 | |||||||||||||||
Add interest rate swap agreements | 23,570 | 46,090 | |||||||||||||||
(Subtract) unamortized debt discount | (594,090 | ) | (462,274 | ) | |||||||||||||
(Subtract) current portion of debt | (548,519 | ) | (27,713 | ) | |||||||||||||
Total long-term debt, net | $ | 1,426,472 | $ | 2,030,030 | |||||||||||||
Third Quarter 2013 Refinancing | |||||||||||||||||
On August 23, 2013, Omnicare entered into separate, privately negotiated exchange agreements under which the Company retired approximately $180.46 million in aggregate principal amount of outstanding 3.75% Convertible Senior Subordinated Notes due 2025 (the "2025 Notes") in exchange for the issuance of $424.25 million in aggregate principal amount of new 3.50% Convertible Senior Subordinated Notes due 2044 (the "2044 Notes"). The 2044 Notes are guaranteed by substantially all of the Company's subsidiaries, subject to certain exceptions. | |||||||||||||||||
The 2044 Notes mature in February 2044 and will pay regular cash interest semiannually in arrears at a rate of 3.50% per year. Commencing with the interest period beginning February 15, 2021 in the case of the downside trigger and the interest period beginning on February 15, 2024 in the case of the upside trigger, the 2044 Notes will also pay contingent interest under certain circumstances based on their then current trading price. The 2044 Notes are convertible, upon certain circumstances, into cash and, if applicable, shares of Omnicare common stock. The 2044 Notes have an initial conversion rate of 14.2857 shares of common stock per $1,000 original principal amount of notes (subject to adjustment in certain events). This is equivalent to an initial conversion price of approximately $70 per share. | |||||||||||||||||
Under certain circumstances based on the trading price of the Company's common stock, the Company has the right to redeem the 2044 Notes on or before February 15, 2019 by paying the principal amount of the 2044 Notes plus accrued but unpaid interest. After February 15, 2019 the Company may, at its option, redeem the 2044 Notes by paying the accreted issue price to date plus accrued but unpaid interest. In addition, holders may require the Company to repurchase all or a portion of their 2044 Notes upon a fundamental change (as defined in the indenture governing the 2044 Notes) at a cash repurchase price equal to the accreted issue price to date plus accrued but unpaid interest. | |||||||||||||||||
Additionally, the Company entered into separate, privately negotiated purchase agreements to repurchase approximately $5.15 million in aggregate principal amount of its outstanding 2025 Notes and $150 million in aggregate principal amount of its 2020 Notes. In connection with the repurchase of the 2020 Notes, the Company terminated the applicable swap agreements. | |||||||||||||||||
The Company recognized a net loss on the third quarter exchange transaction and repurchase transactions of approximately $50.9 million in the three and nine months ended September 30, 2013 which was reflected in "Other Charges" on the Consolidated Statement of Comprehensive Income (Loss). Operating income for the nine months ended September 30, 2012 includes a non-cash loss on the 2012 debt exchange of approximately $35.1 million which is reflected in "Other Charges" on the Consolidated Statement of Comprehensive Income (Loss). | |||||||||||||||||
3.75% Convertible Senior Subordinated Notes, due 2025 | |||||||||||||||||
After the transactions noted above, Omnicare has outstanding approximately $132 million aggregate principal amount of 2025 Notes. The holders may convert their 2025 Notes, prior to December 15, 2023, on any date during any calendar quarter beginning after March 31, 2011 (and only during such calendar quarter) if the closing sale price of the Company's common stock was more than 130% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on, and including, the last trading day of the previous quarter, or at any time on or after December 15, 2023 or under certain other specified circumstances. Upon conversion, the Company will pay cash and shares of its common stock, if any, based on a daily conversion value calculated on a proportionate basis for each day of the 25 trading-day cash settlement averaging period. The conversion price is $27.11 and the conversion threshold is $35.24 as of September 30, 2013. As of September 30, 2013, the aforementioned conversion threshold of the 2025 Notes had been attained. As a result, the 2025 Notes were convertible by the holders to cash and to common stock and have been classified as current debt, net of discount, on the Consolidated Balance Sheet as of September 30, 2013. | |||||||||||||||||
4.00% Junior Subordinated Convertible Debentures, due 2033 | |||||||||||||||||
Omnicare has outstanding $345 million aggregate principal amount of 4.00% junior subordinated convertible debentures, due 2033 (the “4.00% Convertible Debentures”). The 4.00% Convertible Debentures underlie the securities in the 4.00% Trust Preferred Income Equity Redeemable Securities ("Trust PIERS") of Omnicare Capital Trust I and Omnicare Capital Trust II (the "Series A Trust PIERS" and "Series B Trust PIERS", respectively). Each Trust PIERS represents an undivided beneficial interest in the assets of the applicable Trust, which assets consist solely of a corresponding amount of 4.00% Convertible Debentures. The Series B Trust PIERS have identical terms to the Series A Trust PIERS, except that the Series B Trust PIERS have a net share settlement feature. Holders may convert their Trust PIERS if the closing sales price of Company common stock for a predetermined period is more than 130% of the then-applicable conversion price. The conversion price is $40.82 and the conversion threshold is $53.07 as of September 30, 2013. As of September 30, 2013, the aforementioned conversion threshold had been attained. As a result, the Trust PIERS (and the underlying 4.00% Convertible Debentures) were convertible by the holders and have been classified as current debt, net of discount, on the Consolidated Balance Sheet as of September 30, 2013. | |||||||||||||||||
In addition to the continued accrual of regular cash interest, contingent interest accrued on the Trust PIERS (and the underlying 4.00% Convertible Debentures) for the period from June 15, 2013 to September 14, 2013 and will accrue for the period from September 15, 2013 to December 14, 2013 at a rate of 0.125% of the average trading price of the Trust PIERS for the five trading days ended June 13, 2013 and September 12, 2013, respectively. Contingent cash interest of approximately $0.07 per $50 stated liquidation amount of Trust PIERS (and per $50 principal amount of the underlying 4.00% Convertible Debentures) was paid on September 16, 2013 and contingent cash interest of approximately $0.085 per $50 stated liquidation amount of Trust PIERS (and per $50 principal amount of the underlying 4.00% Convertible Debentures) is expected to be paid on December 16, 2013. | |||||||||||||||||
3.75% Convertible Senior Subordinated Notes, due 2042 | |||||||||||||||||
Omnicare has outstanding $390 million aggregate principal amount of 3.75% Convertible Senior Subordinated Notes due 2042 (the "2042 Notes"). The holders may convert their 2042 Notes, prior to April 1, 2040, on any date during any calendar quarter beginning after June 30, 2012 (and only during such calendar quarter) if the closing sale price of the Company's common stock was more than 130% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on, and including, the last trading day of the previous quarter, or at any time on or after April 1, 2040 or under certain other specified circumstances. Upon conversion, the Company will pay cash and shares of its common stock, if any, based on a daily conversion value calculated on a proportionate basis for each day of the 25 trading-day cash settlement averaging period. The conversion price is $41.50 and the conversion threshold is $53.95 as of September 30, 2013. As of September 30, 2013, the aforementioned conversion threshold of the 2042 Notes had been attained. As a result, the 2042 Notes were convertible by the holders to cash and to common stock and have been classified as current debt, net of discount, on the Consolidated Balance Sheet as of September 30, 2013. | |||||||||||||||||
At September 30, 2013, there was no outstanding balance under the Company’s revolving credit facility and $404 million outstanding under the term loan. The interest rate on the term loan was 1.93% at September 30, 2013. As of September 30, 2013, the Company had approximately $8 million outstanding relating to standby letters of credit, substantially all of which were subject to automatic annual renewals. | |||||||||||||||||
The weighted average floating interest rate on the interest rate swap agreements associated with the Company's fixed rate debt was 4.24% versus the 7.75% stated rate on the corresponding senior subordinated notes due 2020 with remaining principal balance of $400 million at September 30, 2013. | |||||||||||||||||
The Company amortized to expense approximately $0.9 million and $1.3 million of deferred debt issuance costs during the three months ended September 30, 2013 and 2012, respectively, and $2.8 million and $4.3 million in the nine months ended September 30, 2013 and 2012, respectively. Interest expense for the three and nine months ended September 30, 2013 includes the write-off of approximately $4.8 million in deferred debt issuance costs related to the third quarter exchange transaction and repurchase transactions. Interest expense for the three and nine months ended September 30, 2012 includes the write-off of approximately $8.3 million and $12.4 million, respectively, of deferred debt issuance costs associated with the Company's 2012 refinancing activities. | |||||||||||||||||
Information relating to the Company's convertible securities at September 30, 2013 is in the following table: | |||||||||||||||||
Convertible Debt | Carrying Value of Equity Component (in thousands) | Remaining Amortization Period | Effective Interest Rate | ||||||||||||||
3.75% convertible senior subordinated notes, due 2025 | $ | 11,437 | 12.25 | 8.25 | % | ||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | $ | 151,665 | 19.75 | 8.01 | % | ||||||||||||
3.25% convertible senior debentures, due 2035 | $ | 245,433 | 2.25 | 7.63 | % | ||||||||||||
3.75% convertible senior subordinated notes, due 2042 | $ | 167,941 | 28.5 | 7.11 | % | ||||||||||||
3.50% convertible senior subordinated notes, due 2044 | $ | 208,200 | 30.4 | 7.7 | % | ||||||||||||
The fair value of the Company’s fixed-rate debt facilities, excluding the previously disclosed swap values, is based on quoted market prices (Level II) and is summarized as follows (in thousands): | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||
Financial Instrument | Book Value | Market Value | Book Value | Market Value | |||||||||||||
7.75% senior subordinated notes, due 2020 | $ | 400,000 | $ | 441,300 | $ | 550,000 | $ | 614,600 | |||||||||
3.75% convertible senior subordinated notes, due 2025 | |||||||||||||||||
Carrying value | 86,769 | — | 204,608 | — | |||||||||||||
Unamortized debt discount | 45,648 | — | 113,446 | — | |||||||||||||
Principal amount | 132,417 | 279,600 | 318,054 | 459,600 | |||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | |||||||||||||||||
Carrying value | 208,349 | — | 206,266 | — | |||||||||||||
Unamortized debt discount | 136,651 | — | 138,734 | — | |||||||||||||
Principal amount | 345,000 | 470,800 | 345,000 | 331,600 | |||||||||||||
3.25% convertible senior debentures, due 2035 | |||||||||||||||||
Carrying value | 389,180 | — | 377,782 | — | |||||||||||||
Unamortized debt discount | 38,320 | — | 49,718 | — | |||||||||||||
Principal amount | 427,500 | 453,200 | 427,500 | 425,400 | |||||||||||||
3.75% convertible senior subordinated notes, due 2042 | |||||||||||||||||
Carrying value | 224,572 | — | 229,624 | — | |||||||||||||
Unamortized debt discount | 165,428 | — | 160,376 | — | |||||||||||||
Principal amount | 390,000 | 549,700 | 390,000 | 397,100 | |||||||||||||
3.50% convertible senior subordinated notes, due 2044 | |||||||||||||||||
Carrying value | 216,207 | — | — | — | |||||||||||||
Unamortized debt discount | 208,043 | — | — | — | |||||||||||||
Principal amount | 424,250 | 403,000 | — | — | |||||||||||||
Earnings_Loss_Per_Share_Data
Earnings (Loss) Per Share Data | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||
Earnings (Loss) Per Share Data | The following is a reconciliation of the basic and diluted earnings per share (“EPS”) computations for both the numerator and denominator (in thousands, except per share data): | ||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
2013:00:00 | Income (loss) (Numerator) | Common Shares(Denominator) | Per Common | Income (Numerator) | Common Shares(Denominator) | Per Common | |||||||||||||||||
Share Amounts | Share Amounts | ||||||||||||||||||||||
Basic EPS | |||||||||||||||||||||||
Net income (loss) | $ | (66,309 | ) | 101,811 | $ | (0.65 | ) | $ | 40,264 | 102,624 | $ | 0.39 | |||||||||||
Effect of Dilutive Securities | |||||||||||||||||||||||
Convertible securities | — | — | 212 | 6,360 | |||||||||||||||||||
Stock options, units and awards | — | — | — | 628 | |||||||||||||||||||
Diluted EPS | |||||||||||||||||||||||
Net income (loss) plus assumed conversions | $ | (66,309 | ) | 101,811 | $ | (0.65 | ) | $ | 40,476 | 109,612 | $ | 0.37 | |||||||||||
2012:00:00 | |||||||||||||||||||||||
Basic EPS | |||||||||||||||||||||||
Net income | $ | 61,425 | 109,315 | $ | 0.56 | $ | 135,856 | 110,457 | $ | 1.23 | |||||||||||||
Effect of Dilutive Securities | |||||||||||||||||||||||
Convertible securities | 71 | 2,107 | 213 | 2,912 | |||||||||||||||||||
Stock options, warrants, units and awards | — | 529 | — | 599 | |||||||||||||||||||
Diluted EPS | |||||||||||||||||||||||
Net income plus assumed conversions | $ | 61,496 | 111,951 | $ | 0.55 | $ | 136,069 | 113,968 | $ | 1.19 | |||||||||||||
EPS is reported independently for each amount presented. Accordingly, the sum of the individual amounts may not necessarily equal the separately calculated amounts for the corresponding period. | |||||||||||||||||||||||
The Company is required to include additional shares in its diluted shares outstanding calculation based on the treasury stock method when the average Omnicare stock market price for the applicable period exceeds the following amounts: | |||||||||||||||||||||||
Convertible Debt | Price | ||||||||||||||||||||||
3.75% convertible senior subordinated notes, due 2025 | $ | 27.11 | |||||||||||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | $ | 40.82 | |||||||||||||||||||||
3.25% convertible senior debentures, due 2035 | $ | 78.74 | |||||||||||||||||||||
3.75% convertible senior subordinated notes, due 2042 | $ | 41.5 | |||||||||||||||||||||
3.50% convertible senior subordinated notes, due 2044 | $ | 70 | |||||||||||||||||||||
Weighted average shares outstanding, assuming dilution, excludes the impact of 0.3 million and 0.9 million stock options and awards for the three and nine months ended September 30, 2013, respectively, and 2.1 million for the three and nine months ended September 30, 2012, due to the exercise prices of these stock options and awards being greater than the average fair market value of our common stock during the period. The three months ended September 30, 2013 loss per share has been computed using basic weighted average shares outstanding, as the impact of the Company’s other potentially dilutive instruments, representing an additional 9.6 million of potentially dilutive shares, were anti-dilutive during these periods, due to the net loss incurred. Also, the Company has capped call provisions in place on our 3.75% convertible notes due 2042, which provide a hedge against economic dilution, but not against diluted share count under generally accepted accounting principles, up to an average stock price of approximately $65.00 through March 2016. |
Restructuring_and_Other_Relate
Restructuring and Other Related Charges | 9 Months Ended |
Sep. 30, 2013 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Company-wide Reorganization Program |
The Company continues to make payments in connection with its Company-wide Reorganization Program (the “CWR Program”), primarily related to certain severance amounts and its relocation of the corporate office. As of September 30, 2013, the Company has made cumulative payments of approximately $3.2 million of severance and other employee-related costs for the CWR Program. The Company had liabilities related to the CWR Program of approximately $8.5 million at December 31, 2012, with utilization of approximately $2.3 million in the nine months ended September 30, 2013. The remaining liabilities pursuant to the CWR Program of $6.2 million at September 30, 2013, represent amounts not yet paid relating to actions taken in connection with the CWR Program (primarily lease termination costs) and will be settled as these matters are finalized. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Omnicare continuously evaluates contingencies based upon the best available information. The Company believes that liabilities have been recorded to the extent necessary in cases where the outcome is considered probable and reasonably estimable. To the extent that resolution of contingencies results in amounts that vary from the Company's recorded liabilities, future earnings will be charged or credited accordingly. |
On July 29, 2013, a complaint entitled James D. “Buddy” Caldwell, Attorney General, ex rel. State of Louisiana v. Abbott Laboratories, Inc., et al., No. 603091, was served on Omnicare. The initial complaint was first filed against Abbott on June 30, 2011. Omnicare and other defendants were added on July 9, 2013. The complaint was brought by the Louisiana Attorney General alleging certain activities in connection with agreements Omnicare had with Abbott, the manufacturer of the pharmaceutical Depakote, violated the Louisiana Medical Assistance Program Integrity Laws and Unfair Trade Practices Act. On August 27, 2013, the Company removed this action to the United States District Court for the Middle District of Louisiana. On September 26, 2013, the State moved to remand the case to state court. The Company has opposed that motion. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action. | |
On May 23, 2013, a qui tam complaint entitled United States and the State of Illinois ex rel. Alan Litwiller v. Omnicare, Inc., No. 1:11-cv-08980, was unsealed by the U.S. District Court for the Northern District of Illinois, Eastern Division. The U.S. Department of Justice has notified the court that it has declined to intervene in this action. The complaint was brought by Alan Litwiller as a private party qui tam relator on behalf of the federal government and the State of Illinois. The action alleges civil violations of the federal False Claims Act and analogous Illinois law based upon allegations that the Company agreed to forego collection of certain debts, provided certain credits or refunds to customers, provided charitable donations to charities associated with certain customers, and provided other services below cost for referrals of business in violation of the Anti-Kickback Statute. On September 16, 2013, the Company filed a motion to dismiss Relator’s claims. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action. | |
On March 11, 2013, a qui tam complaint entitled United States et al. ex rel. Marc Silver, et al. v. Omnicare, Inc. et al. Civil No. 1:11-cv-01326, which had been filed under seal in the U.S. District Court for the District of New Jersey, was unsealed by the Court. The complaint was brought by Marc Silver as a private party qui tam relator on behalf of the federal government and several state governments. The action alleges civil violations of the federal False Claims Act and analogous state laws based upon allegations that the Company provided certain customer facilities with discounts and other forms of remuneration in return for referrals of business in violation of the Anti-Kickback Statute. The U.S. Department of Justice has notified the Court that it declined to intervene in this action. On August 30, 2013, the Company filed a motion to dismiss Relator’s claims. On October 22, 2013, as part of the agreement in principle to settle the claims alleged in the Gale complaint as described below, the Company agreed with the relator to settle certain federal claims alleged in the Silver complaint. The remaining claims are still the subject of the Company’s motion to dismiss. The Company believes that the remaining allegations are without merit and intends to vigorously defend itself in this action. | |
On March 27, 2013, a qui tam complaint, entitled United States of America et. al. ex rel. Gil Pomeranz, Michael Gawronski and Larry Cobb v. Omnicare, Inc., et al., No. 2:11-cv-13831, was unsealed by the U.S. District Court for the Eastern District of Michigan, Southern Division. The case was filed on September 1, 2011 under seal in that Court. The U.S. Department of Justice notified the Court that it has declined to intervene in the action. The complaint was brought by Pomeranz, Gawronski, and Cobb as private party qui tam relators on behalf of the federal government and certain states. The action alleges civil violations of the False Claims Act based on allegations that the Company failed to comply with certain Michigan pharmacy regulations. On May 22, 2013 the Court granted Relators' motion to voluntarily dismiss the complaint. | |
On October 5, 2011, a qui tam complaint, entitled United States ex rel. Donald Gale v. Omnicare, Inc., No. 1:10-cv-0127, was served on the Company. The case had been filed on January 19, 2010 under seal with the U.S. District Court for the Northern District of Ohio, Eastern Division. The complaint was unsealed by the Court on June 9, 2011 after the U.S. Department of Justice notified the Court that it has declined to intervene in this action. The complaint was brought by Donald Gale as a private party qui tam relator on behalf of the federal government. The action alleges civil violations of the False Claims Act based on allegations that the Company provided certain customer facilities with discounts and other forms of remuneration in return for referrals of business in violation of the Anti-Kickback Statute, and offered pricing terms in violation of the "most favored customer" pricing laws of various state Medicaid plans. The Company filed a motion to dismiss on January 27, 2012. On September 26, 2012, the Court granted in part and denied in part the Company's motion to dismiss. On October 22, 2013 the Company reached an agreement in principle, without admitting liability, with the relator, pursuant to which the Company will pay $120 million, plus attorneys’ fees, to settle the relator’s claims, as well as certain claims raised in the Silver complaint described above. This agreement in principle is subject to approval of the U.S. Department of Justice and execution of definitive settlement documentation. The Company recorded a provision equal to the settlement amount and an estimate of legal fees in its financial results for the three and nine months ended September 30, 2013. While the Company believes that a final settlement will be reached, there can be no assurance that any final settlement agreement will be reached or as to the final terms of such settlement. | |
On August 4, 2011, a qui tam complaint, entitled United States of America ex rel. Fox Rx, Inc. v. Omnicare, Inc. and Neighborcare, Inc., No. 1:11-cv-0962, that was filed under seal with the U.S. District Court for the Northern District of Georgia, was unsealed by the Court. The U.S. Department of Justice has declined to intervene in this action. The Company was served with the complaint on November 23, 2011. The complaint was brought by Fox Rx, Inc. as a qui tam relator on behalf of the federal government. The action alleges civil violations of the False Claims Act based on allegations that the Company billed Medicare Part D for medically unnecessary antipsychotic drugs, increased the dispensing fees by artificially shortening the supply of prescribed medication, submitted claims for antipsychotic drugs without complying with Fox Rx, Inc.'s prior approval requirements, and waived or failed to collect copayments from patients to induce the use of prescription drugs. The Company filed a motion to dismiss on December 21, 2011. On August 29, 2012, the Court granted the Company's motion to dismiss, though granting leave to replead certain counts. On September 18, 2012, the Relator filed its Third Amended Complaint reasserting its claims regarding copayments and antipsychotic drugs. On October 2 and 5, 2012, the Company filed motions to dismiss the Third Amended Complaint. On May 17, 2013, the Court granted in part and denied in part the Company's motions to dismiss. The Court dismissed all claims except those related to prescriptions filled for Fox patients between 2009 and 2010. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action. | |
On August 24, 2011, a class action complaint entitled Ansfield v. Omnicare, Inc., et al. was filed on behalf of a putative class of all purchasers of the Company's common stock from January 10, 2007 through August 5, 2010 against the Company and certain of its current and former officers in the U.S. District Court for the Eastern District of Kentucky, alleging violations of federal securities laws in connection with alleged false and misleading statements with respect to the Company's compliance with federal and state Medicare and Medicaid laws and regulations. On October 21, 2011, a class action complaint entitled Jacksonville Police & Fire Pension Fund v. Omnicare, Inc. et al. was filed on behalf of the same putative class of purchasers as is referenced in the Ansfield complaint, against the Company and certain of its current and former officers, in the U.S. District Court for the Eastern District of Kentucky. Plaintiffs allege substantially the same violations of federal securities law as are alleged in the Ansfield complaint. Both complaints seek unspecified money damages. The Court has appointed lead counsel and a consolidated amended complaint was filed on May 11, 2012. The Company filed a motion to dismiss on July 16, 2012. On March 27, 2013, the Court granted the Company's motion to dismiss and dismissed all claims with prejudice. On April 26, 2013 the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Sixth Circuit appealing the District Court's order dismissing the complaint with prejudice. | |
On October 29, 2010, a qui tam complaint entitled United States ex rel. Banigan and Templin, et al. v. Organon USA, Inc., Omnicare, Inc. and Pharmerica, Inc., Civil No. 07-12153-RWZ, that had been filed under seal with the U.S. District Court in Boston, Massachusetts, was ordered unsealed by the Court. The complaint was brought by James Banigan and Richard Templin, former employees of Organon, as private party qui tam relators on behalf of the federal government and several state and local governments. The action alleges civil violations of the False Claims Act based on allegations that Organon USA, Inc. and its affiliates paid the Company and several other long-term care pharmacies rebates, post-purchase discounts and other forms of remuneration in return for purchasing pharmaceuticals from Organon and taking steps to increase the purchase of Organon's drugs in violation of the Anti-Kickback Statute. The U.S. Department of Justice has notified the Court that it has declined to intervene in this action. The Court denied the Company's motion to dismiss on June 1, 2012. Discovery is ongoing in this matter. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action. | |
The U.S. Department of Justice, through the U.S. Attorney's Office for the District of South Carolina, is investigating whether the Company's activities in connection with agreements it had with the manufacturer of the pharmaceutical Aranesp violated the False Claims Act or the Anti-Kickback Statute. The Company is cooperating with this investigation and believes that it has complied with applicable laws and regulations with respect to this matter. | |
The U.S. Department of Justice, through the U.S. Attorney's Office for the Western District of Virginia, is investigating whether the Company's activities in connection with agreements it had with the manufacturer of the pharmaceutical Depakote violated the False Claims Act or the Anti-Kickback Statute. The Company is cooperating with this investigation and believes that it has complied with applicable laws and regulations with respect to this matter. | |
The U.S. Department of Justice is investigating whether certain of the Company's practices relating to customer collections violated the False Claims Act or the Anti-Kickback Statute. The Company is cooperating with this investigation and believes that it has complied with applicable laws and regulations with respect to this matter. | |
On March 22, 2013, a qui tam complaint entitled United States ex rel. Susan Ruscher, et al. v. Omnicare, Inc. et al., Civil No. 08-cv-3396, which had been filed under seal in the U.S. District Court for the Southern District of Texas, was unsealed by the court. The complaint was brought by Susan Ruscher as a private party qui tam relator on behalf of the federal government and several state governments. The action alleges civil violations of the federal False Claims Act and analogous state laws based upon allegations that the Company's practices relating to customer collections violated the Anti-Kickback Statute. The U.S. Department of Justice has notified the Court that it has declined to intervene in this action at this time. On September 6, 2013 Relator filed a Third Amended Complaint. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action. | |
On April 14, 2010, a purported shareholder derivative action, entitled Manville Personal Injury Settlement Trust v. Gemunder, et al., Case No. 10-CI-01212, was filed in Kentucky State Court, against certain current and former members of the Board and certain former officers of the Company, individually, purporting to assert claims for breach of fiduciary duty, unjust enrichment, gross mismanagement, and waste of corporate assets arising out of alleged violations of federal and state laws prohibiting the payment of illegal kickbacks and the submission of false claims in connection with the Medicare and Medicaid healthcare programs. Plaintiff alleges that the Board and senior management caused the Company to violate these laws, which has resulted in over $100 million in fines and penalties paid by Omnicare and exposed the Company and certain individual defendants to potential civil and criminal liability. On April 27, 2011 the Court entered an order denying defendants' motion to dismiss the complaint for failure to make a pre-suit demand and failure to state a claim. Defendants filed a notice of appeal from the decision in the Kentucky Court of Appeals, and plaintiff moved to dismiss that appeal on the grounds that the order denying defendants' motion to dismiss is not subject to an immediate appeal under Kentucky law. On October 6, 2011, the Kentucky Court of Appeals granted plaintiff's motion on the grounds that the appeal was premature. The individual defendants have denied all allegations of wrongdoing. On August 8, 2013, the parties entered into a definitive agreement to settle the claims asserted by plaintiff. The settlement, which is subject to court approval, would provide for, among other things: (i) the release by plaintiff and the Company of all claims that have been or could have been asserted against the individual defendants arising out of or relating to the subject matter of the action; (ii) an explicit disclaimer of wrongdoing or liability on the part of the individual defendants; and (iii) the adoption or continuation by the Company of certain corporate governance measures, as well as the creation of a settlement fund, funded by insurance proceeds in the amount of $16.7 million (less plaintiff's reasonable attorney fees), to be used by the Company over four years following the effective date of the settlement to implement, among other things, such corporate governance measures. On October 28, 2013 the Court will hold a hearing to determine whether to approve the settlement. | |
On January 8, 2010, a qui tam complaint, entitled United States ex rel. Resnick and Nehls v. Omnicare, Inc., Morris Esformes, Phillip Esformes and Lancaster Ltd. d/b/a Lancaster Health Group, No. 1:07cv5777, that was filed under seal with the U.S. District Court in Chicago, Illinois was unsealed by the Court. The U.S. Department of Justice and the State of Illinois have notified the Court that they have declined to intervene in this action. The complaint was brought by Adam Resnick and Maureen Nehls as private party qui tam relators on behalf of the federal government and two state governments. The action alleges civil violations of the False Claims Act and certain state statutes based on allegations that Omnicare acquired certain institutional pharmacies at above-market rates in violation of the Anti-Kickback Statute and applicable state statutes. On December 1, 2010, Resnick filed a motion to withdraw as a relator, which the Court granted on December 14, 2010. The Company recorded a provision for this matter in the quarter ended June 30, 2012. On June 24, 2013 the Company entered into an agreement with the Relator to voluntarily dismiss the action and made settlement payments in an aggregate amount of approximately $20 million. The U.S. Department of Justice and named states consented to the dismissal. On July 11, 2013 the Court granted Relator's stipulated motion to voluntarily dismiss the claims against the Company. | |
On November 19, 2010, the Company was served with a second amended qui tam complaint entitled United States ex rel. Rostholder v. Omnicare, Inc. and Omnicare Distribution Center, LLC f/k/a Heartland Repack Services LLC, No. CCB-07-1283, that was filed under seal with the U.S. District Court in Baltimore, Maryland in May 2007. The U.S. Department of Justice notified the court on April 22, 2009 that it declined to intervene in this action. The complaint was brought by Barry Rostholder as a private party qui tam relator on behalf of the federal government and several state and local governments. The action, in general, alleges civil violations of the False Claims Act based on allegations that the Company submitted claims for reimbursement for drugs that were repackaged at its Heartland repackaging facility in violation of certain FDA regulations. These allegations arise from the previously disclosed issues experienced by the Company at its Heartland repackaging facility, which suspended operations in 2006. On September 30, 2011, the Company filed a motion to dismiss the lawsuit in its entirety. On August 14, 2012, the Court granted the Company's motion with prejudice as to the Relator and without prejudice as to the United States. Relator filed an amended motion for reconsideration on September 10, 2012. On October 19, 2012, the Court denied Relator's motion to reconsider. On November 16, 2012, Relator filed a Notice of Appeal to the U.S. Court of Appeals for the Fourth Circuit from the District Court's denial of the motion to reconsider and granting of the Company's motion to dismiss. The parties have submitted briefs to the Court of Appeals and the matter has been scheduled for oral argument on December 10, 2013. The Company believes that the allegations are without merit and intends to vigorously defend itself in this action. | |
As part of the previously disclosed civil settlement agreement entered into by the Company with the U.S. Attorney's Office, District of Massachusetts in November 2009, the Company also entered into an amended and restated corporate integrity agreement (“CIA”) with the Department of Health and Human Services Office of the Inspector General (“OIG”) with a term of five years from November 2, 2009. Pursuant to the CIA, the Company is required, among other things, to (i) create procedures designed to ensure that each existing, new or renewed arrangement with any actual or potential source of health care business or referrals to Omnicare or any actual or potential recipient of health care business or referrals from Omnicare does not violate the Anti-Kickback Statute, 42 U.S.C. §1320a-7b(b) or related regulations, directives and guidance, including creating and maintaining a database of such arrangements; (ii) retain an independent review organization to review the Company's compliance with the terms of the CIA and report to OIG regarding that compliance; and (iii) provide training for certain Company employees as to the Company's requirements under the CIA. The requirements of the Company's prior corporate integrity agreement obligating the Company to create and maintain procedures designed to ensure that all therapeutic interchange programs are developed and implemented by Omnicare consistent with the CIA and federal and state laws for obtaining prior authorization from the prescriber before making a therapeutic interchange of a drug and to maintain procedures for the accurate preparation and submission of claims for federal health care program beneficiaries in hospice programs, have been incorporated into the amended and restated CIA without modification. The requirements of the CIA have resulted in increased costs to maintain the Company's compliance program and greater scrutiny by federal regulatory authorities. Violations of the CIA could subject the Company to significant monetary penalties. Consistent with the CIA, the Company is reviewing its contracts to ensure compliance with applicable laws and regulations. As a result of this review, pricing under certain of its consultant pharmacist services contracts has increased and will continue to increase, and these price increases have resulted and may continue to result in the loss of certain contracts. | |
In February 2006, two substantially similar putative class action lawsuits were filed in the U.S. District Court for the Eastern District of Kentucky, and were consolidated and entitled Indiana State Dist. Council of Laborers & HOD Carriers Pension & Welfare Fund v. Omnicare, Inc., et al., No. 2:06cv26. The amended consolidated complaint was filed against Omnicare, three of its officers and two of its directors and purported to be brought on behalf of all open-market purchasers of Omnicare common stock from August 3, 2005 through July 27, 2006, as well as all purchasers who bought their shares in the Company's public offering in December 2005. The complaint contained claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (and Rule 10b-5) and Section 11 of the Securities Act of 1933 and sought, among other things, compensatory damages and injunctive relief. Plaintiffs alleged that Omnicare (i) artificially inflated its earnings (and failed to file GAAP-compliant financial statements) by engaging in improper generic drug substitution, improper revenue recognition and overvaluation of receivables and inventories; (ii) failed to timely disclose its contractual dispute with UnitedHealth Group Inc.; (iii) failed to timely record certain special litigation reserves; and (iv) made other allegedly false and misleading statements about the Company's business, prospects and compliance with applicable laws and regulations. The defendants filed a motion to dismiss the amended complaint on March 12, 2007, and on October 12, 2007, the district court dismissed the case. On November 9, 2007, plaintiffs appealed the dismissal to the U.S. Court of Appeals for the Sixth Circuit. On October 21, 2009, the Sixth Circuit Court of Appeals generally affirmed the district court's dismissal, dismissing plaintiff's claims for violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5. However, the appellate court reversed the dismissal for the claim brought for violation of Section 11 of the Securities Act of 1933, and returned the case to the district court for further proceedings. On July 14, 2011, the district court granted plaintiffs' motion to file a third amended complaint. This complaint asserts a claim under Section 11 of the Securities Act of 1933 on behalf of all purchasers of Omnicare common stock in the December 2005 public offering. The new complaint alleges that the 2005 registration statement contained false and misleading statements regarding Omnicare's policy of compliance with all applicable laws and regulations with particular emphasis on allegations of violation of the federal Anti-Kickback Statute in connection with three of Omnicare's acquisitions, Omnicare's contracts with two of its suppliers and its provision of pharmacist consultant services. On August 19, 2011, the defendants filed a motion to dismiss plaintiffs' most recent complaint and on February 13, 2012 the district court dismissed the case and struck the case from the docket. On March 12, 2012, plaintiffs filed a notice of appeal in the U.S. Court of Appeals for the Sixth Circuit. On May 23, 2013, the U.S. Court of Appeals affirmed in part and reversed and remanded in part the dismissal of Plaintiff's complaint. On June 6, 2013, the Company petitioned the Court of Appeals for a rehearing en banc. The petition for rehearing en banc was denied on July 23, 2013. On October 4, 2013 the Company filed a petition for writ of certiorari in the United States Supreme Court. | |
On February 13, 2006, two substantially similar shareholder derivative actions, entitled Isak v. Gemunder, et al., and Fragnoli v. Hutton, et al., were filed in Kentucky State court against certain current and former members of Omnicare's board of directors, individually, purporting to assert claims for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment arising out of the Company's alleged violations of federal and state health care laws based upon the same purportedly improper generic drug substitution that is the subject of the HOD Carriers federal securities litigation. The Isak and Fragnoli cases were subsequently consolidated under Case No. 06-CI-00389 and given the caption In re Omnicare, Inc. Derivative Litigation. The plaintiffs’ amended complaint sought, among other things, damages, restitution and injunctive relief. The individual defendants have denied all allegations of wrongdoing. In 2007, the individual defendants moved to dismiss the plaintiffs’ amended complaint in its entirety. Following briefing, a hearing on that motion was held on August 21, 2007. The motion remains pending. On October 7, 2013, the parties entered into a definitive agreement to settle the claims asserted by plaintiffs. The settlement, which is subject to court approval, would provide for, among other things, the release by the plaintiffs and the Company of all claims that have been or could have been asserted against the individual defendants arising out of or relating to the subject matter of the action and an explicit disclaimer of wrongdoing or liability on the part of the individual defendants. The terms of the proposed settlement are described in the Notice of Pendency and Proposed Settlement of Shareholder Derivative Litigation, which is attached hereto as Exhibit 99.1. On December 2, 2013 the Court will hold a hearing to determine whether to approve the settlement. | |
During 2006, the Company experienced certain quality control and product recall issues, as well as fire damage, at one of its repackaging facilities. In connection with the resolution of these matters (the “Repack Matters”) the Company decided not to reopen this facility. The Company has been cooperating with federal and state officials who have been conducting an investigation relating to the Repack Matters and certain billing issues. The Company believes all investigations into the Repack Matters and billing issues have been resolved. | |
The three and nine months ended September 30, 2013 included charges of $143.5 million and $169.6 million, respectively, and approximately $4.9 million and $38.2 million for the three and nine months ended September 30, 2012, respectively, reflected in “Settlement, litigation and other related charges” on the Consolidated Statement of Comprehensive Income (Loss), primarily for estimated litigation and other related settlements and associated professional expenses for resolution of certain large customer disputes, certain regulatory matters with the federal government and various states, qui tam lawsuits, and costs associated with the purported class and derivative actions against the Company. In connection with Omnicare's participation in Medicare, Medicaid and other healthcare programs, the Company is subject to various inspections, audits, inquiries and investigations by governmental/regulatory authorities responsible for enforcing the laws and regulations to which the Company is subject. Further, the Company maintains a compliance program which establishes certain routine periodic monitoring of the accuracy of the Company's billing systems and other regulatory compliance matters and encourages the reporting of errors and inaccuracies. As a result of the compliance program, Omnicare has made, and will continue to make, disclosures to the applicable governmental agencies of amounts, if any, determined to represent over-payments from the respective programs and, where applicable, those amounts, as well as any amounts relating to certain inspections, audits, inquiries and investigations activity are included in “Settlement, litigation and other related charges” on the Consolidated Statement of Comprehensive Income (Loss). | |
Although the Company cannot know the ultimate outcome of the matters described in the preceding paragraphs other than as disclosed, there can be no assurance that the resolution of these matters will not have a material adverse impact on the Company’s consolidated results of operations, financial position or cash flows or, in the case of other billing matters, that these matters will be resolved in an amount that would not exceed the amount of the pretax charges previously recorded by the Company. | |
As part of its ongoing operations, the Company is subject to various inspections, audits, inquiries, investigations and similar actions by third parties, as well as governmental/regulatory authorities responsible for enforcing the laws and regulations to which the Company is subject. Further, under the federal False Claims Act, private parties have the right to bring qui tam, or “whistleblower,” suits against companies that submit false claims for payments to, or improperly retain overpayments from, the government. Some states have adopted similar state whistleblower and false claims provisions. In addition to the inquiries discussed above, the Company from time to time receives government inquiries from federal and state agencies regarding compliance with various healthcare laws. The Company is also involved in various legal actions arising in the normal course of business. At any point in time, the Company is in varying stages of discussions on these matters. Omnicare records accruals for such contingencies to the extent that the Company concludes that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These matters are continuously being evaluated and, in many cases, are being contested by the Company and the outcome is not predictable. | |
The inherently unpredictable nature of legal proceedings may be exacerbated by various factors from time to time, including: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; (vi) there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants); or (vii) there is a wide range of potential outcomes. With respect to violations of the False Claims Act, treble damages and/or additional penalties per claim will apply. Consequently, unless otherwise stated, no estimate of the possible loss or range of loss in excess of the amounts accrued, if any, can be made at this time regarding the matters described above. Further, there can be no assurance that the ultimate resolution of these matters, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated results of operations, financial position or cash flows. | |
The Company indemnifies its directors and officers for certain liabilities that might arise from the performance of their job responsibilities for the Company. Additionally, in the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this involves the resolution of claims made, or future claims that may be made, against the Company, its directors and/or officers, the outcomes of which are unknown and not currently predictable. Accordingly, no liabilities have been recorded for the indemnifications. |
Segment_Information
Segment Information | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Information | The Company is organized in two operating segments, LTC and Specialty Care Group (“SCG”). These segments are based on the operations of the underlying businesses and the customers they serve. The Company's larger reportable segment is LTC, which primarily provides distribution of pharmaceuticals, related pharmacy consulting and other ancillary services, as well as end-of-life pharmaceutical care management. LTC's customers are primarily skilled nursing, assisted living and other providers of healthcare services including hospice care agencies. The Company’s other reportable segment is SCG, which provides specialty pharmacy and key commercialization services for the biopharmaceutical industry. The primary components of the "Corporate/Other" segment are the Company's corporate management oversight and administration, including its information technology and data management services, as well as other consolidating and eliminating entries, which have not been charged to reportable segments. Beginning in the second quarter of 2013, the Company concluded that the operations of its hospice pharmacy business were better aligned with the operation of its LTC, and began to review and manage the operations of this business as part of LTC. Accordingly, to align the reporting segments with the current way management reviews information to make operating decisions, assess performance and allocate resources, the results of the Company's hospice business are now reported in LTC. All prior period segment information has been recast to reflect the new segment reporting. The Company evaluates the performance of its segments based on revenue and operating income, and does not include segment assets or nonoperating income/expense items for management reporting purposes. | ||||||||||||||||
For the three months ended September 30, | |||||||||||||||||
2013:00:00 | LTC | SCG | Corporate/Other | Consolidated | |||||||||||||
Totals | |||||||||||||||||
Net sales | $ | 1,219,994 | $ | 360,847 | $ | 160 | $ | 1,581,001 | |||||||||
Depreciation and amortization expense | (19,642 | ) | (1,176 | ) | (14,955 | ) | (35,773 | ) | |||||||||
Settlement, litigation and other related charges | (143,484 | ) | — | — | (143,484 | ) | |||||||||||
Other charges | (10,764 | ) | — | (50,868 | ) | (61,632 | ) | ||||||||||
Operating income (loss) | 6,213 | 29,758 | (91,828 | ) | (55,857 | ) | |||||||||||
2012:00:00 | |||||||||||||||||
Net sales | $ | 1,218,282 | $ | 280,036 | $ | 3,030 | $ | 1,501,348 | |||||||||
Depreciation and amortization expense | (19,447 | ) | (2,278 | ) | (12,604 | ) | (34,329 | ) | |||||||||
Settlement, litigation and other related charges | (4,931 | ) | — | — | (4,931 | ) | |||||||||||
Other charges | 7,455 | — | (12,491 | ) | (5,036 | ) | |||||||||||
Operating income (loss) | 165,180 | 24,879 | (56,328 | ) | 133,731 | ||||||||||||
For the nine months ended September 30, | |||||||||||||||||
2013:00:00 | LTC | SCG | Corporate/Other | Consolidated | |||||||||||||
Totals | |||||||||||||||||
Net sales | $ | 3,646,081 | $ | 1,028,490 | $ | 1,330 | $ | 4,675,901 | |||||||||
Depreciation and amortization expense | (59,070 | ) | (3,433 | ) | (42,318 | ) | (104,821 | ) | |||||||||
Settlement, litigation and other related charges | (169,615 | ) | — | — | (169,615 | ) | |||||||||||
Other charges | (44,065 | ) | — | (52,841 | ) | (96,906 | ) | ||||||||||
Operating income (loss) | 273,994 | 90,610 | (187,678 | ) | 176,926 | ||||||||||||
2012:00:00 | |||||||||||||||||
Net sales | $ | 3,822,571 | $ | 798,200 | $ | 9,672 | $ | 4,630,443 | |||||||||
Depreciation and amortization expense | (57,225 | ) | (6,748 | ) | (37,660 | ) | (101,633 | ) | |||||||||
Settlement, litigation and other related charges | (38,027 | ) | (200 | ) | — | (38,227 | ) | ||||||||||
Other charges | (3,674 | ) | — | (62,083 | ) | (65,757 | ) | ||||||||||
Operating income (loss) | 440,102 | 72,557 | (188,010 | ) | 324,649 | ||||||||||||
Guarantor_Subsidiaries
Guarantor Subsidiaries | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Guarantor Subsidiaries [Abstract] | |||||||||||||||||||||
Schedules Of Condensed Financial Statements [Text Block] | The Company’s 7.75% Senior Subordinated Notes due 2020, 3.75% Convertible Senior Subordinated Notes due 2025, 3.75% Convertible Senior Subordinated Notes due 2042 and the 3.50% Convertible Senior Subordinated Notes, due 2044 are fully and unconditionally guaranteed, subject to certain customary release provisions, on an unsecured, joint and several basis by certain wholly-owned subsidiaries of the Company (the “Guarantor Subsidiaries”). The following condensed consolidating unaudited financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiaries and the non-guarantor Subsidiaries as of September 30, 2013 and December 31, 2012 for the balance sheets, as well as the three and nine months ended September 30, 2013 and 2012 for the statements of comprehensive income (loss) and the statements of cash flows for the nine months ended September 30, 2013 and 2012. Management believes separate complete financial statements of the Guarantor Subsidiaries would not provide information that would be necessary for evaluating the sufficiency of the Guarantor Subsidiaries, and thus are not presented. The equity method has been used with respect to the Parent company’s investment in subsidiaries. No consolidating/eliminating adjustment column is presented for the condensed consolidating statements of cash flows since there were no significant consolidating/eliminating adjustment amounts during the periods presented. | ||||||||||||||||||||
Summary Consolidating | |||||||||||||||||||||
Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the three months ended September 30, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | 1,550,628 | $ | 30,373 | $ | — | $ | 1,581,001 | |||||||||||
Cost of sales | — | 1,193,518 | 17,665 | — | 1,211,183 | ||||||||||||||||
Gross profit | — | 357,110 | 12,708 | — | 369,818 | ||||||||||||||||
Selling, general and administrative expenses | 1,504 | 189,532 | 4,346 | — | 195,382 | ||||||||||||||||
Provision for doubtful accounts | — | 24,699 | 478 | — | 25,177 | ||||||||||||||||
Settlement, litigation and other related charges | — | 143,484 | — | — | 143,484 | ||||||||||||||||
Other charges | — | 54,361 | 7,271 | — | 61,632 | ||||||||||||||||
Operating income (loss) | (1,504 | ) | (54,966 | ) | 613 | — | (55,857 | ) | |||||||||||||
Interest expense, net of investment income | (34,583 | ) | (341 | ) | 2 | — | (34,922 | ) | |||||||||||||
Income (loss) before income taxes | (36,087 | ) | (55,307 | ) | 615 | — | (90,779 | ) | |||||||||||||
Income tax (benefit) expense | (14,190 | ) | (13,390 | ) | 3,110 | — | (24,470 | ) | |||||||||||||
Equity of net income of subsidiaries | (44,412 | ) | — | — | 44,412 | — | |||||||||||||||
Net income (loss) | $ | (66,309 | ) | $ | (41,917 | ) | $ | (2,495 | ) | $ | 44,412 | $ | (66,309 | ) | |||||||
Comprehensive income (loss) | $ | (66,305 | ) | $ | (41,917 | ) | $ | (2,495 | ) | $ | 44,412 | $ | (66,305 | ) | |||||||
2012:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | 1,467,240 | $ | 34,108 | $ | — | $ | 1,501,348 | |||||||||||
Cost of sales | — | 1,108,650 | 21,403 | — | 1,130,053 | ||||||||||||||||
Gross profit | — | 358,590 | 12,705 | — | 371,295 | ||||||||||||||||
Selling, general and administrative expenses | 988 | 196,993 | 5,569 | — | 203,550 | ||||||||||||||||
Provision for doubtful accounts | — | 23,591 | 456 | — | 24,047 | ||||||||||||||||
Settlement, litigation and other related charges | — | 4,931 | — | — | 4,931 | ||||||||||||||||
Other charges | — | 14,951 | (9,915 | ) | — | 5,036 | |||||||||||||||
Operating income (loss) | (988 | ) | 118,124 | 16,595 | — | 133,731 | |||||||||||||||
Interest expense, net of investment income | (37,625 | ) | (1,359 | ) | (52 | ) | — | (39,036 | ) | ||||||||||||
Income (loss) before income taxes | (38,613 | ) | 116,765 | 16,543 | — | 94,695 | |||||||||||||||
Income tax (benefit) expense | (15,116 | ) | 45,717 | 2,669 | — | 33,270 | |||||||||||||||
Equity of net income of subsidiaries | 84,922 | — | — | (84,922 | ) | — | |||||||||||||||
Net income | $ | 61,425 | $ | 71,048 | $ | 13,874 | $ | (84,922 | ) | $ | 61,425 | ||||||||||
Comprehensive income | $ | 63,354 | $ | 71,048 | $ | 15,801 | $ | (86,849 | ) | $ | 63,354 | ||||||||||
Note 9 - Guarantor Subsidiaries (Continued) | |||||||||||||||||||||
Summary Consolidating | |||||||||||||||||||||
Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the nine months ended September 30, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | 4,579,718 | $ | 96,183 | $ | — | $ | 4,675,901 | |||||||||||
Cost of sales | — | 3,501,068 | 55,741 | — | 3,556,809 | ||||||||||||||||
Gross profit | — | 1,078,650 | 40,442 | — | 1,119,092 | ||||||||||||||||
Selling, general and administrative expenses | 3,696 | 582,512 | 14,688 | — | 600,896 | ||||||||||||||||
Provision for doubtful accounts | — | 73,301 | 1,448 | — | 74,749 | ||||||||||||||||
Settlement, litigation and other related charges | — | 169,615 | — | — | 169,615 | ||||||||||||||||
Other charges | — | 89,635 | 7,271 | — | 96,906 | ||||||||||||||||
Operating income (loss) | (3,696 | ) | 163,587 | 17,035 | — | 176,926 | |||||||||||||||
Interest expense, net of investment income | (92,757 | ) | (884 | ) | (364 | ) | — | (94,005 | ) | ||||||||||||
Income (loss) before income taxes | (96,453 | ) | 162,703 | 16,671 | — | 82,921 | |||||||||||||||
Income tax (benefit) expense | (37,395 | ) | 70,770 | 9,282 | — | 42,657 | |||||||||||||||
Equity of net income of subsidiaries | 99,322 | — | — | (99,322 | ) | — | |||||||||||||||
Net income | $ | 40,264 | $ | 91,933 | $ | 7,389 | $ | (99,322 | ) | $ | 40,264 | ||||||||||
Comprehensive income | $ | 40,170 | $ | 91,933 | $ | 7,389 | $ | (99,322 | ) | $ | 40,170 | ||||||||||
2012:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | 4,525,967 | $ | 104,476 | $ | — | $ | 4,630,443 | |||||||||||
Cost of sales | — | 3,456,366 | 67,336 | — | 3,523,702 | ||||||||||||||||
Gross profit | — | 1,069,601 | 37,140 | — | 1,106,741 | ||||||||||||||||
Selling, general and administrative expenses | 3,110 | 586,237 | 16,205 | — | 605,552 | ||||||||||||||||
Provision for doubtful accounts | — | 71,176 | 1,380 | — | 72,556 | ||||||||||||||||
Settlement, litigation and other related charges | — | 38,227 | — | — | 38,227 | ||||||||||||||||
Other charges | 35,092 | 34,677 | (4,012 | ) | — | 65,757 | |||||||||||||||
Operating income (loss) | (38,202 | ) | 339,284 | 23,567 | — | 324,649 | |||||||||||||||
Interest expense, net of investment income | (103,146 | ) | (1,897 | ) | (401 | ) | — | (105,444 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes | (141,348 | ) | 337,387 | 23,166 | — | 219,205 | |||||||||||||||
Income tax (benefit) expense | (54,772 | ) | 130,624 | 7,497 | — | 83,349 | |||||||||||||||
Equity of net income of subsidiaries | 222,432 | — | — | (222,432 | ) | — | |||||||||||||||
Net income | $ | 135,856 | $ | 206,763 | $ | 15,669 | $ | (222,432 | ) | $ | 135,856 | ||||||||||
Comprehensive income | $ | 136,518 | $ | 206,763 | $ | 17,053 | $ | (223,816 | ) | $ | 136,518 | ||||||||||
Note 9 - Guarantor Subsidiaries (Continued) | |||||||||||||||||||||
Condensed Consolidating Balance Sheets | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of September 30, 2013: | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating/Eliminating Adjustments | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 428,003 | $ | 64,975 | $ | 12,709 | $ | — | $ | 505,687 | |||||||||||
Restricted cash | — | 5 | — | — | 5 | ||||||||||||||||
Accounts receivable, net (including intercompany) | — | 736,423 | 312,572 | (307,942 | ) | 741,053 | |||||||||||||||
Inventories | — | 414,238 | 7,561 | — | 421,799 | ||||||||||||||||
Deferred income tax benefits, net-current | — | 98,294 | — | (205 | ) | 98,089 | |||||||||||||||
Other current assets | 2,683 | 287,807 | 21,736 | — | 312,226 | ||||||||||||||||
Total current assets | 430,686 | 1,601,742 | 354,578 | (308,147 | ) | 2,078,859 | |||||||||||||||
Properties and equipment, net | — | 305,542 | 4,683 | — | 310,225 | ||||||||||||||||
Goodwill | — | 4,224,637 | 28,824 | — | 4,253,461 | ||||||||||||||||
Identifiable intangible assets, net | — | 163,718 | 2,387 | — | 166,105 | ||||||||||||||||
Other noncurrent assets | 47,654 | 59,200 | 22 | — | 106,876 | ||||||||||||||||
Investment in subsidiaries | 5,194,188 | — | — | (5,194,188 | ) | — | |||||||||||||||
Total assets | $ | 5,672,528 | $ | 6,354,839 | $ | 390,494 | $ | (5,502,335 | ) | $ | 6,915,526 | ||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Current liabilities | $ | 584,220 | $ | 820,997 | $ | 26,725 | $ | (307,942 | ) | $ | 1,124,000 | ||||||||||
Long-term debt, notes and convertible debentures | 1,411,458 | 15,014 | — | — | 1,426,472 | ||||||||||||||||
Deferred income tax liabilities | 350,629 | 617,369 | 15,207 | (205 | ) | 983,000 | |||||||||||||||
Other noncurrent liabilities | — | 54,183 | 1,650 | — | 55,833 | ||||||||||||||||
Stockholders' equity | 3,326,221 | 4,847,276 | 346,912 | (5,194,188 | ) | 3,326,221 | |||||||||||||||
Total liabilities and stockholders' equity | $ | 5,672,528 | $ | 6,354,839 | $ | 390,494 | $ | (5,502,335 | ) | $ | 6,915,526 | ||||||||||
As of December 31, 2012: | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 383,674 | $ | 58,312 | $ | 12,227 | $ | — | $ | 454,213 | |||||||||||
Restricted cash | — | 1,066 | — | — | 1,066 | ||||||||||||||||
Accounts receivable, net (including intercompany) | — | 849,753 | 197,370 | (190,071 | ) | 857,052 | |||||||||||||||
Inventories | — | 379,448 | 6,250 | — | 385,698 | ||||||||||||||||
Deferred income tax benefits, net-current | — | 137,736 | — | (1,550 | ) | 136,186 | |||||||||||||||
Other current assets | 1,765 | 248,833 | 14,871 | (10,825 | ) | 254,644 | |||||||||||||||
Total current assets | 385,439 | 1,675,148 | 230,718 | (202,446 | ) | 2,088,859 | |||||||||||||||
Properties and equipment, net | — | 276,056 | 6,604 | — | 282,660 | ||||||||||||||||
Goodwill | — | 4,219,900 | 37,059 | — | 4,256,959 | ||||||||||||||||
Identifiable intangible assets, net | — | 193,852 | 3,021 | — | 196,873 | ||||||||||||||||
Other noncurrent assets | 75,336 | 93,508 | 11,382 | (16,313 | ) | 163,913 | |||||||||||||||
Investment in subsidiaries | 5,453,702 | — | — | (5,453,702 | ) | — | |||||||||||||||
Total assets | $ | 5,914,477 | $ | 6,458,464 | $ | 288,784 | $ | (5,672,461 | ) | $ | 6,989,264 | ||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Current liabilities | $ | 60,454 | $ | 587,025 | $ | 35,431 | $ | (200,896 | ) | $ | 482,014 | ||||||||||
Long-term debt, notes and convertible debentures | 2,012,807 | 17,223 | 5,000 | (5,000 | ) | 2,030,030 | |||||||||||||||
Deferred income tax liabilities | 335,504 | 559,405 | 21,301 | (1,550 | ) | 914,660 | |||||||||||||||
Other noncurrent liabilities | — | 68,161 | — | (11,313 | ) | 56,848 | |||||||||||||||
Stockholders' equity | 3,505,712 | 5,226,650 | 227,052 | (5,453,702 | ) | 3,505,712 | |||||||||||||||
Total liabilities and stockholders' equity | $ | 5,914,477 | $ | 6,458,464 | $ | 288,784 | $ | (5,672,461 | ) | $ | 6,989,264 | ||||||||||
Note 9 - Guarantor Subsidiaries (Continued) | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Nine months ended September 30, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (42,519 | ) | $ | 505,815 | $ | (8,631 | ) | $ | 454,665 | |||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | (3,798 | ) | — | (3,798 | ) | |||||||||||||||
Divestiture of businesses, net | — | 675 | 10,408 | 11,083 | |||||||||||||||||
Capital expenditures | — | (72,832 | ) | (1,295 | ) | (74,127 | ) | ||||||||||||||
Other | (227 | ) | 668 | — | 441 | ||||||||||||||||
Net cash flows (used in) from investing activities | (227 | ) | (75,287 | ) | 9,113 | (66,401 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on terms loans | (15,938 | ) | — | — | (15,938 | ) | |||||||||||||||
Payments on long-term borrowings and obligations | (190,403 | ) | — | — | (190,403 | ) | |||||||||||||||
Fees paid for financing activities | (4,851 | ) | — | — | (4,851 | ) | |||||||||||||||
Decrease in cash overdraft balance | (10,232 | ) | (1,258 | ) | — | (11,490 | ) | ||||||||||||||
Payments for Omnicare common stock repurchase | (91,259 | ) | — | — | (91,259 | ) | |||||||||||||||
Dividends paid | (43,011 | ) | — | — | (43,011 | ) | |||||||||||||||
Other | 442,769 | (422,607 | ) | — | 20,162 | ||||||||||||||||
Net cash flows from (used in) financing activities | 87,075 | (423,865 | ) | — | (336,790 | ) | |||||||||||||||
Net increase in cash and cash equivalents | 44,329 | 6,663 | 482 | 51,474 | |||||||||||||||||
Cash and cash equivalents at beginning of period | 383,674 | 58,312 | 12,227 | 454,213 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 428,003 | $ | 64,975 | $ | 12,709 | $ | 505,687 | |||||||||||||
2012:00:00 | |||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (43,685 | ) | $ | 457,344 | $ | 3,244 | $ | 416,903 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | (34,411 | ) | — | (34,411 | ) | |||||||||||||||
Divestiture of business, net | — | 19,207 | — | 19,207 | |||||||||||||||||
Marketable Securities | (25,000 | ) | — | — | (25,000 | ) | |||||||||||||||
Capital expenditures | — | (69,486 | ) | (1,947 | ) | (71,433 | ) | ||||||||||||||
Other | — | 850 | 498 | 1,348 | |||||||||||||||||
Net cash flows used in investing activities | (25,000 | ) | (83,840 | ) | (1,449 | ) | (110,289 | ) | |||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (19,375 | ) | — | — | (19,375 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | 425,000 | — | — | 425,000 | |||||||||||||||||
Payments on long-term borrowings and obligations | (452,302 | ) | — | — | (452,302 | ) | |||||||||||||||
Capped call transaction | (48,126 | ) | — | — | (48,126 | ) | |||||||||||||||
Payments for Omnicare common stock repurchases | (110,919 | ) | — | — | (110,919 | ) | |||||||||||||||
Dividends paid | (30,765 | ) | — | — | (30,765 | ) | |||||||||||||||
Other | 396,155 | (398,374 | ) | (762 | ) | (2,981 | ) | ||||||||||||||
Net cash flows from (used in) financing activities | 159,668 | (398,374 | ) | (762 | ) | (239,468 | ) | ||||||||||||||
Net increase (decrease) in cash and cash equivalents | 90,983 | (24,870 | ) | 1,033 | 67,146 | ||||||||||||||||
Cash and cash equivalents at beginning of period | 460,253 | 101,786 | 18,223 | 580,262 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 551,236 | $ | 76,916 | $ | 19,256 | $ | 647,408 | |||||||||||||
Note 9 - Guarantor Subsidiaries (Continued) | |||||||||||||||||||||
The Company’s 3.25% convertible senior debentures due 2035 (with optional redemption by Omnicare on or after, or an optional repurchase right of holders on, December 15, 2015, at par) are fully and unconditionally guaranteed, subject to certain customary release provisions, on an unsecured basis by Omnicare Purchasing Company, LP, a wholly-owned subsidiary of the Company (the “Guarantor Subsidiary”). The following condensed consolidating unaudited financial data illustrates the composition of Omnicare, Inc. (“Parent”), the Guarantor Subsidiary and the non-guarantor Subsidiaries as of September 30, 2013 and December 31, 2012 for the balance sheets, as well as the three and nine months ended September 30, 2013 and 2012 for the statements of comprehensive income (loss) and the statements of cash flows for the nine months ended September 30, 2013 and 2012. Management believes separate complete financial statements of the Guarantor Subsidiary would not provide information that would be necessary for evaluating the sufficiency of the Guarantor Subsidiary, and thus are not presented. The Guarantor Subsidiary does not have any material net cash flows in the condensed consolidating statements of cash flows. The equity method has been used with respect to the Parent company’s investment in subsidiaries. No consolidating/eliminating adjustments column is presented for the condensed consolidating statements of cash flows since there were no significant consolidating/eliminating adjustment amounts during the periods presented. | |||||||||||||||||||||
Summary Consolidating | |||||||||||||||||||||
Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the three months ended September 30, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 1,581,001 | $ | — | $ | 1,581,001 | |||||||||||
Cost of sales | — | — | 1,211,183 | — | 1,211,183 | ||||||||||||||||
Gross profit | — | — | 369,818 | — | 369,818 | ||||||||||||||||
Selling, general and administrative expenses | 1,504 | 417 | 193,461 | — | 195,382 | ||||||||||||||||
Provision for doubtful accounts | — | — | 25,177 | — | 25,177 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 143,484 | — | 143,484 | ||||||||||||||||
Other charges | — | — | 61,632 | — | 61,632 | ||||||||||||||||
Operating income (loss) | (1,504 | ) | (417 | ) | (53,936 | ) | — | (55,857 | ) | ||||||||||||
Interest expense, net of investment income | (34,583 | ) | — | (339 | ) | — | (34,922 | ) | |||||||||||||
Income (loss) before income taxes | (36,087 | ) | (417 | ) | (54,275 | ) | — | (90,779 | ) | ||||||||||||
Income tax (benefit) expense | (14,190 | ) | (164 | ) | (10,116 | ) | — | (24,470 | ) | ||||||||||||
Equity of net income of subsidiaries | (44,412 | ) | — | — | 44,412 | — | |||||||||||||||
Net income (loss) | $ | (66,309 | ) | $ | (253 | ) | $ | (44,159 | ) | $ | 44,412 | $ | (66,309 | ) | |||||||
Comprehensive income (loss) | $ | (66,305 | ) | $ | (253 | ) | $ | (44,159 | ) | $ | 44,412 | $ | (66,305 | ) | |||||||
2012:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 1,501,348 | $ | — | $ | 1,501,348 | |||||||||||
Cost of sales | — | — | 1,130,053 | — | 1,130,053 | ||||||||||||||||
Gross profit | — | — | 371,295 | — | 371,295 | ||||||||||||||||
Selling, general and administrative expenses | 988 | 364 | 202,198 | — | 203,550 | ||||||||||||||||
Provision for doubtful accounts | — | — | 24,047 | — | 24,047 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 4,931 | — | 4,931 | ||||||||||||||||
Other charges | — | — | 5,036 | — | 5,036 | ||||||||||||||||
Operating income (loss) | (988 | ) | (364 | ) | 135,083 | — | 133,731 | ||||||||||||||
Interest expense, net of investment income | (37,625 | ) | — | (1,411 | ) | — | (39,036 | ) | |||||||||||||
Income (loss) before income taxes | (38,613 | ) | (364 | ) | 133,672 | — | 94,695 | ||||||||||||||
Income tax (benefit) expense | (15,116 | ) | (142 | ) | 48,528 | — | 33,270 | ||||||||||||||
Equity of net income of subsidiaries | 84,922 | — | — | (84,922 | ) | — | |||||||||||||||
Net income (loss) | $ | 61,425 | $ | (222 | ) | $ | 85,144 | $ | (84,922 | ) | $ | 61,425 | |||||||||
Comprehensive income (loss) | $ | 63,354 | $ | (222 | ) | $ | 87,071 | $ | (86,849 | ) | $ | 63,354 | |||||||||
Note 9 - Guarantor Subsidiaries (Continued) | |||||||||||||||||||||
Summary Consolidating | |||||||||||||||||||||
Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the nine months ended September 30, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 4,675,901 | $ | — | $ | 4,675,901 | |||||||||||
Cost of sales | — | — | 3,556,809 | — | 3,556,809 | ||||||||||||||||
Gross profit | — | — | 1,119,092 | — | 1,119,092 | ||||||||||||||||
Selling, general and administrative expenses | 3,696 | 1,233 | 595,967 | — | 600,896 | ||||||||||||||||
Provision for doubtful accounts | — | — | 74,749 | — | 74,749 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 169,615 | — | 169,615 | ||||||||||||||||
Other charges | — | — | 96,906 | — | 96,906 | ||||||||||||||||
Operating income (loss) | (3,696 | ) | (1,233 | ) | 181,855 | — | 176,926 | ||||||||||||||
Interest expense, net of investment income | (92,757 | ) | — | (1,248 | ) | — | (94,005 | ) | |||||||||||||
Income (loss) before income taxes | (96,453 | ) | (1,233 | ) | 180,607 | — | 82,921 | ||||||||||||||
Income tax (benefit) expense | (37,395 | ) | (478 | ) | 80,530 | — | 42,657 | ||||||||||||||
Equity of net income of subsidiaries | 99,322 | — | — | (99,322 | ) | — | |||||||||||||||
Net income (loss) | $ | 40,264 | $ | (755 | ) | $ | 100,077 | $ | (99,322 | ) | $ | 40,264 | |||||||||
Comprehensive income (loss) | $ | 40,170 | $ | (755 | ) | $ | 100,077 | $ | (99,322 | ) | $ | 40,170 | |||||||||
2012:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 4,630,443 | $ | — | $ | 4,630,443 | |||||||||||
Cost of sales | — | — | 3,523,702 | — | 3,523,702 | ||||||||||||||||
Gross profit | — | — | 1,106,741 | — | 1,106,741 | ||||||||||||||||
Selling, general and administrative expenses | 3,110 | 1,032 | 601,410 | — | 605,552 | ||||||||||||||||
Provision for doubtful accounts | — | — | 72,556 | — | 72,556 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 38,227 | — | 38,227 | ||||||||||||||||
Other charges | 35,092 | — | 30,665 | — | 65,757 | ||||||||||||||||
Operating income (loss) | (38,202 | ) | (1,032 | ) | 363,883 | — | 324,649 | ||||||||||||||
Interest expense, net of investment income | (103,146 | ) | — | (2,298 | ) | — | (105,444 | ) | |||||||||||||
Income (loss) before income taxes | (141,348 | ) | (1,032 | ) | 361,585 | — | 219,205 | ||||||||||||||
Income tax (benefit) expense | (54,772 | ) | (400 | ) | 138,521 | — | 83,349 | ||||||||||||||
Equity of net income of subsidiaries | 222,432 | — | — | (222,432 | ) | — | |||||||||||||||
Net income (loss) | $ | 135,856 | $ | (632 | ) | $ | 223,064 | $ | (222,432 | ) | 135,856 | ||||||||||
Comprehensive income (loss) | $ | 136,518 | $ | (632 | ) | $ | 224,448 | $ | (223,816 | ) | $ | 136,518 | |||||||||
Note 9 - Guarantor Subsidiaries (Continued) | |||||||||||||||||||||
Condensed Consolidating Balance Sheets | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of September 30, 2013: | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating/Eliminating Adjustments | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 428,003 | $ | — | $ | 77,684 | $ | — | $ | 505,687 | |||||||||||
Restricted cash | — | — | 5 | — | 5 | ||||||||||||||||
Accounts receivable, net (including intercompany) | — | 190 | 741,053 | (190 | ) | 741,053 | |||||||||||||||
Inventories | — | — | 421,799 | — | 421,799 | ||||||||||||||||
Deferred income tax benefits, net-current | — | — | 98,089 | — | 98,089 | ||||||||||||||||
Other current assets | 2,683 | — | 309,543 | — | 312,226 | ||||||||||||||||
Total current assets | 430,686 | 190 | 1,648,173 | (190 | ) | 2,078,859 | |||||||||||||||
Properties and equipment, net | — | 20 | 310,205 | — | 310,225 | ||||||||||||||||
Goodwill | — | — | 4,253,461 | — | 4,253,461 | ||||||||||||||||
Identifiable intangible assets, net | — | — | 166,105 | — | 166,105 | ||||||||||||||||
Other noncurrent assets | 47,654 | 20 | 59,202 | — | 106,876 | ||||||||||||||||
Investment in subsidiaries | 5,194,188 | — | — | (5,194,188 | ) | — | |||||||||||||||
Total assets | $ | 5,672,528 | $ | 230 | $ | 6,437,146 | $ | (5,194,378 | ) | $ | 6,915,526 | ||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Current liabilities | $ | 584,220 | $ | — | $ | 539,970 | $ | (190 | ) | $ | 1,124,000 | ||||||||||
Long-term debt, notes and convertible debentures | 1,411,458 | — | 15,014 | — | 1,426,472 | ||||||||||||||||
Deferred income tax liabilities | 350,629 | — | 632,371 | — | 983,000 | ||||||||||||||||
Other noncurrent liabilities | — | — | 55,833 | — | 55,833 | ||||||||||||||||
Stockholders' equity | 3,326,221 | 230 | 5,193,958 | (5,194,188 | ) | 3,326,221 | |||||||||||||||
Total liabilities and stockholders' equity | $ | 5,672,528 | $ | 230 | $ | 6,437,146 | $ | (5,194,378 | ) | $ | 6,915,526 | ||||||||||
As of December 31, 2012: | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 383,674 | $ | — | $ | 70,539 | $ | — | $ | 454,213 | |||||||||||
Restricted cash | — | — | 1,066 | — | 1,066 | ||||||||||||||||
Accounts receivable, net (including intercompany) | — | 204 | 857,052 | (204 | ) | 857,052 | |||||||||||||||
Inventories | — | — | 385,698 | — | 385,698 | ||||||||||||||||
Deferred income tax benefits, net-current | — | — | 137,736 | (1,550 | ) | 136,186 | |||||||||||||||
Other current assets | 1,765 | — | 252,879 | — | 254,644 | ||||||||||||||||
Total current assets | 385,439 | 204 | 1,704,970 | (1,754 | ) | 2,088,859 | |||||||||||||||
Properties and equipment, net | — | 22 | 282,638 | — | 282,660 | ||||||||||||||||
Goodwill | — | — | 4,256,959 | — | 4,256,959 | ||||||||||||||||
Identifiable intangible assets, net | — | — | 196,873 | — | 196,873 | ||||||||||||||||
Other noncurrent assets | 75,336 | 19 | 88,558 | — | 163,913 | ||||||||||||||||
Investment in subsidiaries | 5,453,702 | — | — | (5,453,702 | ) | — | |||||||||||||||
Total assets | $ | 5,914,477 | $ | 245 | $ | 6,529,998 | $ | (5,455,456 | ) | $ | 6,989,264 | ||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Current liabilities | $ | 60,454 | $ | 54 | $ | 421,710 | $ | (204 | ) | $ | 482,014 | ||||||||||
Long-term debt, notes and convertible debentures | 2,012,807 | — | 17,223 | — | 2,030,030 | ||||||||||||||||
Deferred income tax liabilities | 335,504 | — | 580,706 | (1,550 | ) | 914,660 | |||||||||||||||
Other noncurrent liabilities | — | — | 56,848 | — | 56,848 | ||||||||||||||||
Stockholders' equity | 3,505,712 | 191 | 5,453,511 | (5,453,702 | ) | 3,505,712 | |||||||||||||||
Total liabilities and stockholders' equity | $ | 5,914,477 | $ | 245 | $ | 6,529,998 | $ | (5,455,456 | ) | $ | 6,989,264 | ||||||||||
Note 9 - Guarantor Subsidiaries (Continued) | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows - Unaudited | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Nine months ended September 30, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (42,519 | ) | $ | — | $ | 497,184 | $ | 454,665 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | — | (3,798 | ) | (3,798 | ) | |||||||||||||||
Disposition of businesses | — | — | 11,083 | 11,083 | |||||||||||||||||
Capital expenditures | — | — | (74,127 | ) | (74,127 | ) | |||||||||||||||
Other | (227 | ) | — | 668 | 441 | ||||||||||||||||
Net cash flows used in investing activities | (227 | ) | — | (66,174 | ) | (66,401 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on terms loans | (15,938 | ) | — | — | (15,938 | ) | |||||||||||||||
Payments on long-term borrowings and obligations | (190,403 | ) | — | — | (190,403 | ) | |||||||||||||||
Fees paid for financing activities | (4,851 | ) | — | — | (4,851 | ) | |||||||||||||||
Decrease in cash overdraft balance | (10,232 | ) | — | (1,258 | ) | (11,490 | ) | ||||||||||||||
Payments for Omnicare common stock repurchase | (91,259 | ) | — | — | (91,259 | ) | |||||||||||||||
Dividends paid | (43,011 | ) | — | — | (43,011 | ) | |||||||||||||||
Other | 442,769 | — | (422,607 | ) | 20,162 | ||||||||||||||||
Net cash flows from (used in) financing activities | 87,075 | — | (423,865 | ) | (336,790 | ) | |||||||||||||||
Net increase in cash and cash equivalents | 44,329 | — | 7,145 | 51,474 | |||||||||||||||||
Cash and cash equivalents at beginning of period | 383,674 | — | 70,539 | 454,213 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 428,003 | $ | — | $ | 77,684 | $ | 505,687 | |||||||||||||
2012:00:00 | |||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (43,685 | ) | $ | — | $ | 460,588 | $ | 416,903 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | — | (34,411 | ) | (34,411 | ) | |||||||||||||||
Divestiture of business, net | — | — | 19,207 | 19,207 | |||||||||||||||||
Marketable securities | (25,000 | ) | — | — | (25,000 | ) | |||||||||||||||
Capital expenditures | — | — | (71,433 | ) | (71,433 | ) | |||||||||||||||
Other | — | — | 1,348 | 1,348 | |||||||||||||||||
Net cash flows used in investing activities | (25,000 | ) | — | (85,289 | ) | (110,289 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (19,375 | ) | — | — | (19,375 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | 425,000 | — | — | 425,000 | |||||||||||||||||
Payments on long-term borrowings and obligations | (452,302 | ) | — | — | (452,302 | ) | |||||||||||||||
Capped call transaction | (48,126 | ) | — | — | (48,126 | ) | |||||||||||||||
Payments for Omnicare common stock repurchases | (110,919 | ) | — | — | (110,919 | ) | |||||||||||||||
Dividends paid | (30,765 | ) | — | — | (30,765 | ) | |||||||||||||||
Other | 396,155 | — | (399,136 | ) | (2,981 | ) | |||||||||||||||
Net cash flows from (used in) financing activities | 159,668 | — | (399,136 | ) | (239,468 | ) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | 90,983 | — | (23,837 | ) | 67,146 | ||||||||||||||||
Cash and cash equivalents at beginning of period | 460,253 | — | 120,009 | 580,262 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 551,236 | $ | — | $ | 96,172 | $ | 647,408 | |||||||||||||
Significant_Accounting_Policie1
Significant Accounting Policies Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Significant Accounting Policies [Abstract] | |||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | ||||||||||||
Stock-based compensation expense recognized in the Consolidated Statement of Comprehensive Income (Loss) for stock options, restricted stock units, performance share units and stock awards totaled approximately $5.0 million and $14.2 million for the three and nine months ended September 30, 2013, respectively, and $4.1 million and $13.0 million for the three and nine months ended September 30, 2012, respectively. | |||||||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||||||||||||
The quarterly effective tax rates are different than the federal statutory rate largely as a result of the impact of state and local income taxes and certain non-deductible charges, including a litigation settlement charge recognized in 2013. The year over year change in the effective tax rate is primarily due to certain non-deductible charges related to the disposition of businesses and the 2013 settlement charge. | |||||||||||||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable | ||||||||||||
The following table is an aging of the Company’s gross accounts receivable (net of allowances for contractual adjustments), aged based on payment terms and categorized based on the three primary types of accounts receivable characteristics (in thousands): | |||||||||||||
September 30, 2013 | Current and 0-180 Days Past Due | 181 Days and Over Past Due | Total | ||||||||||
Medicare (Part D and Part B), Medicaid and Third-Party payors | $ | 210,957 | $ | 67,697 | $ | 278,654 | |||||||
Facility payors | 351,162 | 163,069 | 514,231 | ||||||||||
Private Pay payors | 72,631 | 84,677 | 157,308 | ||||||||||
Total gross accounts receivable | $ | 634,750 | $ | 315,443 | $ | 950,193 | |||||||
December 31, 2012 | |||||||||||||
Medicare (Part D and Part B), Medicaid and Third-Party payors | $ | 238,348 | $ | 163,773 | $ | 402,121 | |||||||
Facility payors | 383,848 | 168,945 | 552,793 | ||||||||||
Private Pay payors | 70,835 | 100,719 | 171,554 | ||||||||||
Total gross accounts receivable | $ | 693,031 | $ | 433,437 | $ | 1,126,468 | |||||||
Common Stock Repurchase Agreement [Policy Text Block] | Common Stock Repurchase Program | ||||||||||||
As part of the Company's share repurchase program, on May 23, 2013, the Company entered into an accelerated share repurchase agreement (“JP ASR”) with J.P. Morgan Securities LLC as agent for JPMorgan Chase Bank, National Association, London Branch ("JPMorgan"). Pursuant to the JP ASR, the Company made a $100 million payment to JPMorgan on May 24, 2013 and received an initial number of approximately 1.3 million shares of its outstanding common stock from JPMorgan on the same day. The initial shares were valued at $60 million and recorded in treasury stock. The remaining $40 million balance was recorded as an equity forward contract and was included in paid in capital at the time of the JP ASR. The equity forward contract was settled with approximately 0.4 million additional shares of the Company's common stock and $19.0 million in cash delivered by JPMorgan to the Company during the three months ended September 30, 2013. | |||||||||||||
In 2012, the Company entered into an accelerated share repurchase agreement (“GS ASR”) with Goldman, Sachs & Co. ("Goldman"). Pursuant to the GS ASR, the Company made a $250 million payment to Goldman on November 30, 2012 and received an initial number of approximately 5.8 million shares of its outstanding common stock from Goldman on the same day. The initial shares were valued at $200 million and recorded in treasury stock. The remaining $50 million balance was recorded as an equity forward contract, which was included in paid in capital at December 31, 2012. The equity forward contract was settled with approximately 0.6 million additional shares of the Company's common stock being delivered by Goldman to the Company during the three months ended June 30, 2013. | |||||||||||||
In the nine months ended September 30, 2013, the Company repurchased approximately 2.5 million shares through authorized share repurchase programs (including shares purchased pursuant to the JP ASR and the GS ASR) at an aggregate cost of approximately $91.3 million, for a cumulative purchased amount of its common stock of approximately 21.7 million shares repurchased at an aggregate cost of approximately $721 million from the inception of the share repurchase programs in May 2010 through September 30, 2013. The Company had approximately $129 million of combined share repurchase authority remaining as of September 30, 2013, which expires on December 31, 2014. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The Company’s financial assets and liabilities, measured at fair value on a recurring basis, were as follows (in thousands): | ||||||||||||||||||
Based on | |||||||||||||||||||
Fair Value | Quoted Prices in Active Markets | Other Observable Inputs | Unobservable Inputs | ||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||||
September 30, 2013 | |||||||||||||||||||
Bond portfolio | $ | 25,111 | $ | — | $ | 25,111 | $ | — | |||||||||||
7.75% interest rate swap agreements - fair value hedge | 23,570 | — | 23,570 | — | |||||||||||||||
Derivatives | — | — | — | — | |||||||||||||||
Total | $ | 48,681 | $ | — | $ | 48,681 | $ | — | |||||||||||
December 31, 2012 | |||||||||||||||||||
Bond portfolio | $ | 24,887 | $ | — | $ | 24,887 | $ | — | |||||||||||
7.75% interest rate swap agreements - fair value hedge | 46,090 | — | 46,090 | — | |||||||||||||||
Derivatives | — | — | — | — | |||||||||||||||
Total | $ | 70,977 | $ | — | $ | 70,977 | $ | — | |||||||||||
Accounts Receivable [Table Text Block] | The following table is an aging of the Company’s gross accounts receivable (net of allowances for contractual adjustments), aged based on payment terms and categorized based on the three primary types of accounts receivable characteristics (in thousands): | ||||||||||||||||||
September 30, 2013 | Current and 0-180 Days Past Due | 181 Days and Over Past Due | Total | ||||||||||||||||
Medicare (Part D and Part B), Medicaid and Third-Party payors | $ | 210,957 | $ | 67,697 | $ | 278,654 | |||||||||||||
Facility payors | 351,162 | 163,069 | 514,231 | ||||||||||||||||
Private Pay payors | 72,631 | 84,677 | 157,308 | ||||||||||||||||
Total gross accounts receivable | $ | 634,750 | $ | 315,443 | $ | 950,193 | |||||||||||||
December 31, 2012 | |||||||||||||||||||
Medicare (Part D and Part B), Medicaid and Third-Party payors | $ | 238,348 | $ | 163,773 | $ | 402,121 | |||||||||||||
Facility payors | 383,848 | 168,945 | 552,793 | ||||||||||||||||
Private Pay payors | 70,835 | 100,719 | 171,554 | ||||||||||||||||
Total gross accounts receivable | $ | 693,031 | $ | 433,437 | $ | 1,126,468 | |||||||||||||
Accumulated other comprehensive income(loss) [Table Text Block] | Accumulated other comprehensive income (loss) ("AOCI") by component and in the aggregate, follows (in thousands): | ||||||||||||||||||
September 30, | December 31, 2012 | ||||||||||||||||||
2013 | |||||||||||||||||||
Unrealized loss on fair value of investments | $ | (695 | ) | $ | (428 | ) | |||||||||||||
Pension and postemployment benefits | (2,219 | ) | (2,392 | ) | |||||||||||||||
Total accumulated other comprehensive income (loss), net | $ | (2,914 | ) | $ | (2,820 | ) | |||||||||||||
Schedule of Other Nonoperating Expense, by Component [Table Text Block] | Other Charges | ||||||||||||||||||
Other charges (on a pre-tax basis) consist of the following (in thousands): | |||||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||
Debt related costs | $ | 50,868 | $ | — | $ | 50,868 | $ | 35,092 | |||||||||||
Disposition of businesses | 10,116 | (7,680 | ) | 38,902 | (1,777 | ) | |||||||||||||
Separation costs | 648 | 5,500 | 4,836 | 21,000 | |||||||||||||||
Acquisition and other related costs | — | (3,830 | ) | 2,300 | 396 | ||||||||||||||
Restructuring charges | — | 11,046 | — | 11,046 | |||||||||||||||
Total - other charges | $ | 61,632 | $ | 5,036 | $ | 96,906 | $ | 65,757 | |||||||||||
Offsetting Assets [Table Text Block] | The Company has interest rate swap agreements with multiple counterparties on its 7.75% Senior Subordinated Notes due 2020 (the "2020 Notes"), which are subject to this guidance. The following table presents these swap agreements offsetting securities as of September 30, 2013 and December 31, 2012: | ||||||||||||||||||
Gross Amounts not offset in the statement of financial position | |||||||||||||||||||
Interest Rate Swaps as of: | Gross amount of recognized assets (liabilities) | Gross amount offset in the statement of financial position | Net amount of assets (liabilities) presented in the statement of financial position | Financial instruments | Cash collateral received | Net amount | |||||||||||||
30-Sep-13 | |||||||||||||||||||
Swap A | $ | 11,969 | $ | — | $ | 11,969 | $ | — | $ | — | $ | 11,969 | |||||||
Swap B | 11,601 | — | 11,601 | — | — | 11,601 | |||||||||||||
$ | 23,570 | $ | — | $ | 23,570 | $ | — | $ | — | $ | 23,570 | ||||||||
December 31, 2012 | |||||||||||||||||||
Swap A | $ | 20,560 | $ | — | $ | 20,560 | $ | — | $ | — | $ | 20,560 | |||||||
Swap B | 20,011 | — | 20,011 | — | — | 20,011 | |||||||||||||
Swap C | 2,896 | — | 2,896 | — | — | 2,896 | |||||||||||||
Swap D | 2,623 | — | 2,623 | — | — | 2,623 | |||||||||||||
$ | 46,090 | $ | — | $ | 46,090 | $ | — | $ | — | $ | 46,090 | ||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Goodwill Rollforward [Abstract] | |||||||||||||
Schedule of Goodwill [Table Text Block] | Changes in the carrying amount of goodwill for the nine months ended September 30, 2013 are as follows (in thousands): | ||||||||||||
Long-Term Care Group | Specialty Care Group | Total | |||||||||||
Goodwill balance as of December 31, 2012 | $ | 3,722,801 | $ | 534,158 | $ | 4,256,959 | |||||||
Other | (3,498 | ) | — | (3,498 | ) | ||||||||
Goodwill balance as of September 30, 2013 | $ | 3,719,303 | $ | 534,158 | $ | 4,253,461 | |||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | The fair value of the Company’s fixed-rate debt facilities, excluding the previously disclosed swap values, is based on quoted market prices (Level II) and is summarized as follows (in thousands): | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||
Financial Instrument | Book Value | Market Value | Book Value | Market Value | |||||||||||||
7.75% senior subordinated notes, due 2020 | $ | 400,000 | $ | 441,300 | $ | 550,000 | $ | 614,600 | |||||||||
3.75% convertible senior subordinated notes, due 2025 | |||||||||||||||||
Carrying value | 86,769 | — | 204,608 | — | |||||||||||||
Unamortized debt discount | 45,648 | — | 113,446 | — | |||||||||||||
Principal amount | 132,417 | 279,600 | 318,054 | 459,600 | |||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | |||||||||||||||||
Carrying value | 208,349 | — | 206,266 | — | |||||||||||||
Unamortized debt discount | 136,651 | — | 138,734 | — | |||||||||||||
Principal amount | 345,000 | 470,800 | 345,000 | 331,600 | |||||||||||||
3.25% convertible senior debentures, due 2035 | |||||||||||||||||
Carrying value | 389,180 | — | 377,782 | — | |||||||||||||
Unamortized debt discount | 38,320 | — | 49,718 | — | |||||||||||||
Principal amount | 427,500 | 453,200 | 427,500 | 425,400 | |||||||||||||
3.75% convertible senior subordinated notes, due 2042 | |||||||||||||||||
Carrying value | 224,572 | — | 229,624 | — | |||||||||||||
Unamortized debt discount | 165,428 | — | 160,376 | — | |||||||||||||
Principal amount | 390,000 | 549,700 | 390,000 | 397,100 | |||||||||||||
3.50% convertible senior subordinated notes, due 2044 | |||||||||||||||||
Carrying value | 216,207 | — | — | — | |||||||||||||
Unamortized debt discount | 208,043 | — | — | — | |||||||||||||
Principal amount | 424,250 | 403,000 | — | — | |||||||||||||
Summary of Debt | A summary of debt follows (in thousands): | ||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Revolving credit facility | $ | — | $ | — | |||||||||||||
Senior term loan, due 2017 | 403,750 | 419,688 | |||||||||||||||
7.75% senior subordinated notes, due 2020 | 400,000 | 550,000 | |||||||||||||||
3.75% convertible senior subordinated notes, due 2025 | 132,417 | 318,054 | |||||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | 345,000 | 345,000 | |||||||||||||||
3.25% convertible senior debentures, due 2035 | 427,500 | 427,500 | |||||||||||||||
3.75% convertible senior subordinated notes, due 2042 | 390,000 | 390,000 | |||||||||||||||
3.50% convertible senior subordinated notes, due 2044 | 424,250 | — | |||||||||||||||
Capitalized lease and other debt obligations | 22,594 | 23,685 | |||||||||||||||
Subtotal | 2,545,511 | 2,473,927 | |||||||||||||||
Add interest rate swap agreements | 23,570 | 46,090 | |||||||||||||||
(Subtract) unamortized debt discount | (594,090 | ) | (462,274 | ) | |||||||||||||
(Subtract) current portion of debt | (548,519 | ) | (27,713 | ) | |||||||||||||
Total long-term debt, net | $ | 1,426,472 | $ | 2,030,030 | |||||||||||||
Convertible debt and related equity | Information relating to the Company's convertible securities at September 30, 2013 is in the following table: | ||||||||||||||||
Convertible Debt | Carrying Value of Equity Component (in thousands) | Remaining Amortization Period | Effective Interest Rate | ||||||||||||||
3.75% convertible senior subordinated notes, due 2025 | $ | 11,437 | 12.25 | 8.25 | % | ||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | $ | 151,665 | 19.75 | 8.01 | % | ||||||||||||
3.25% convertible senior debentures, due 2035 | $ | 245,433 | 2.25 | 7.63 | % | ||||||||||||
3.75% convertible senior subordinated notes, due 2042 | $ | 167,941 | 28.5 | 7.11 | % | ||||||||||||
3.50% convertible senior subordinated notes, due 2044 | $ | 208,200 | 30.4 | 7.7 | % | ||||||||||||
Earnings_Loss_Per_Share_Data_T
Earnings (Loss) Per Share Data (Tables) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||
Weighted Average Stock Price to include additional shares in diluted share calculation [Table Text Block] | The Company is required to include additional shares in its diluted shares outstanding calculation based on the treasury stock method when the average Omnicare stock market price for the applicable period exceeds the following amounts: | ||||||||||||||||||||||
Convertible Debt | Price | ||||||||||||||||||||||
3.75% convertible senior subordinated notes, due 2025 | $ | 27.11 | |||||||||||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | $ | 40.82 | |||||||||||||||||||||
3.25% convertible senior debentures, due 2035 | $ | 78.74 | |||||||||||||||||||||
3.75% convertible senior subordinated notes, due 2042 | $ | 41.5 | |||||||||||||||||||||
3.50% convertible senior subordinated notes, due 2044 | $ | 70 | |||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following is a reconciliation of the basic and diluted earnings per share (“EPS”) computations for both the numerator and denominator (in thousands, except per share data): | ||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
2013:00:00 | Income (loss) (Numerator) | Common Shares(Denominator) | Per Common | Income (Numerator) | Common Shares(Denominator) | Per Common | |||||||||||||||||
Share Amounts | Share Amounts | ||||||||||||||||||||||
Basic EPS | |||||||||||||||||||||||
Net income (loss) | $ | (66,309 | ) | 101,811 | $ | (0.65 | ) | $ | 40,264 | 102,624 | $ | 0.39 | |||||||||||
Effect of Dilutive Securities | |||||||||||||||||||||||
Convertible securities | — | — | 212 | 6,360 | |||||||||||||||||||
Stock options, units and awards | — | — | — | 628 | |||||||||||||||||||
Diluted EPS | |||||||||||||||||||||||
Net income (loss) plus assumed conversions | $ | (66,309 | ) | 101,811 | $ | (0.65 | ) | $ | 40,476 | 109,612 | $ | 0.37 | |||||||||||
2012:00:00 | |||||||||||||||||||||||
Basic EPS | |||||||||||||||||||||||
Net income | $ | 61,425 | 109,315 | $ | 0.56 | $ | 135,856 | 110,457 | $ | 1.23 | |||||||||||||
Effect of Dilutive Securities | |||||||||||||||||||||||
Convertible securities | 71 | 2,107 | 213 | 2,912 | |||||||||||||||||||
Stock options, warrants, units and awards | — | 529 | — | 599 | |||||||||||||||||||
Diluted EPS | |||||||||||||||||||||||
Net income plus assumed conversions | $ | 61,496 | 111,951 | $ | 0.55 | $ | 136,069 | 113,968 | $ | 1.19 | |||||||||||||
Segment_Information_Segment_De
Segment Information Segment Detail (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Information [Abstract] | |||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | |||||||||||||||||
For the three months ended September 30, | |||||||||||||||||
2013:00:00 | LTC | SCG | Corporate/Other | Consolidated | |||||||||||||
Totals | |||||||||||||||||
Net sales | $ | 1,219,994 | $ | 360,847 | $ | 160 | $ | 1,581,001 | |||||||||
Depreciation and amortization expense | (19,642 | ) | (1,176 | ) | (14,955 | ) | (35,773 | ) | |||||||||
Settlement, litigation and other related charges | (143,484 | ) | — | — | (143,484 | ) | |||||||||||
Other charges | (10,764 | ) | — | (50,868 | ) | (61,632 | ) | ||||||||||
Operating income (loss) | 6,213 | 29,758 | (91,828 | ) | (55,857 | ) | |||||||||||
2012:00:00 | |||||||||||||||||
Net sales | $ | 1,218,282 | $ | 280,036 | $ | 3,030 | $ | 1,501,348 | |||||||||
Depreciation and amortization expense | (19,447 | ) | (2,278 | ) | (12,604 | ) | (34,329 | ) | |||||||||
Settlement, litigation and other related charges | (4,931 | ) | — | — | (4,931 | ) | |||||||||||
Other charges | 7,455 | — | (12,491 | ) | (5,036 | ) | |||||||||||
Operating income (loss) | 165,180 | 24,879 | (56,328 | ) | 133,731 | ||||||||||||
For the nine months ended September 30, | |||||||||||||||||
2013:00:00 | LTC | SCG | Corporate/Other | Consolidated | |||||||||||||
Totals | |||||||||||||||||
Net sales | $ | 3,646,081 | $ | 1,028,490 | $ | 1,330 | $ | 4,675,901 | |||||||||
Depreciation and amortization expense | (59,070 | ) | (3,433 | ) | (42,318 | ) | (104,821 | ) | |||||||||
Settlement, litigation and other related charges | (169,615 | ) | — | — | (169,615 | ) | |||||||||||
Other charges | (44,065 | ) | — | (52,841 | ) | (96,906 | ) | ||||||||||
Operating income (loss) | 273,994 | 90,610 | (187,678 | ) | 176,926 | ||||||||||||
2012:00:00 | |||||||||||||||||
Net sales | $ | 3,822,571 | $ | 798,200 | $ | 9,672 | $ | 4,630,443 | |||||||||
Depreciation and amortization expense | (57,225 | ) | (6,748 | ) | (37,660 | ) | (101,633 | ) | |||||||||
Settlement, litigation and other related charges | (38,027 | ) | (200 | ) | — | (38,227 | ) | ||||||||||
Other charges | (3,674 | ) | — | (62,083 | ) | (65,757 | ) | ||||||||||
Operating income (loss) | 440,102 | 72,557 | (188,010 | ) | 324,649 | ||||||||||||
Guarantor_Subsidiaries_Tables
Guarantor Subsidiaries (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Guarantor Subsidiaries [Abstract] | |||||||||||||||||||||
Summary Consolidating Statements of Income (Guaranteed Senior Notes Payable) | |||||||||||||||||||||
For the nine months ended September 30, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | 4,579,718 | $ | 96,183 | $ | — | $ | 4,675,901 | |||||||||||
Cost of sales | — | 3,501,068 | 55,741 | — | 3,556,809 | ||||||||||||||||
Gross profit | — | 1,078,650 | 40,442 | — | 1,119,092 | ||||||||||||||||
Selling, general and administrative expenses | 3,696 | 582,512 | 14,688 | — | 600,896 | ||||||||||||||||
Provision for doubtful accounts | — | 73,301 | 1,448 | — | 74,749 | ||||||||||||||||
Settlement, litigation and other related charges | — | 169,615 | — | — | 169,615 | ||||||||||||||||
Other charges | — | 89,635 | 7,271 | — | 96,906 | ||||||||||||||||
Operating income (loss) | (3,696 | ) | 163,587 | 17,035 | — | 176,926 | |||||||||||||||
Interest expense, net of investment income | (92,757 | ) | (884 | ) | (364 | ) | — | (94,005 | ) | ||||||||||||
Income (loss) before income taxes | (96,453 | ) | 162,703 | 16,671 | — | 82,921 | |||||||||||||||
Income tax (benefit) expense | (37,395 | ) | 70,770 | 9,282 | — | 42,657 | |||||||||||||||
Equity of net income of subsidiaries | 99,322 | — | — | (99,322 | ) | — | |||||||||||||||
Net income | $ | 40,264 | $ | 91,933 | $ | 7,389 | $ | (99,322 | ) | $ | 40,264 | ||||||||||
Comprehensive income | $ | 40,170 | $ | 91,933 | $ | 7,389 | $ | (99,322 | ) | $ | 40,170 | ||||||||||
2012:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | 4,525,967 | $ | 104,476 | $ | — | $ | 4,630,443 | |||||||||||
Cost of sales | — | 3,456,366 | 67,336 | — | 3,523,702 | ||||||||||||||||
Gross profit | — | 1,069,601 | 37,140 | — | 1,106,741 | ||||||||||||||||
Selling, general and administrative expenses | 3,110 | 586,237 | 16,205 | — | 605,552 | ||||||||||||||||
Provision for doubtful accounts | — | 71,176 | 1,380 | — | 72,556 | ||||||||||||||||
Settlement, litigation and other related charges | — | 38,227 | — | — | 38,227 | ||||||||||||||||
Other charges | 35,092 | 34,677 | (4,012 | ) | — | 65,757 | |||||||||||||||
Operating income (loss) | (38,202 | ) | 339,284 | 23,567 | — | 324,649 | |||||||||||||||
Interest expense, net of investment income | (103,146 | ) | (1,897 | ) | (401 | ) | — | (105,444 | ) | ||||||||||||
Income (loss) from continuing operations before income taxes | (141,348 | ) | 337,387 | 23,166 | — | 219,205 | |||||||||||||||
Income tax (benefit) expense | (54,772 | ) | 130,624 | 7,497 | — | 83,349 | |||||||||||||||
Equity of net income of subsidiaries | 222,432 | — | — | (222,432 | ) | — | |||||||||||||||
Net income | $ | 135,856 | $ | 206,763 | $ | 15,669 | $ | (222,432 | ) | $ | 135,856 | ||||||||||
Comprehensive income | $ | 136,518 | $ | 206,763 | $ | 17,053 | $ | (223,816 | ) | $ | 136,518 | ||||||||||
Summary Consolidating | |||||||||||||||||||||
Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the three months ended September 30, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | 1,550,628 | $ | 30,373 | $ | — | $ | 1,581,001 | |||||||||||
Cost of sales | — | 1,193,518 | 17,665 | — | 1,211,183 | ||||||||||||||||
Gross profit | — | 357,110 | 12,708 | — | 369,818 | ||||||||||||||||
Selling, general and administrative expenses | 1,504 | 189,532 | 4,346 | — | 195,382 | ||||||||||||||||
Provision for doubtful accounts | — | 24,699 | 478 | — | 25,177 | ||||||||||||||||
Settlement, litigation and other related charges | — | 143,484 | — | — | 143,484 | ||||||||||||||||
Other charges | — | 54,361 | 7,271 | — | 61,632 | ||||||||||||||||
Operating income (loss) | (1,504 | ) | (54,966 | ) | 613 | — | (55,857 | ) | |||||||||||||
Interest expense, net of investment income | (34,583 | ) | (341 | ) | 2 | — | (34,922 | ) | |||||||||||||
Income (loss) before income taxes | (36,087 | ) | (55,307 | ) | 615 | — | (90,779 | ) | |||||||||||||
Income tax (benefit) expense | (14,190 | ) | (13,390 | ) | 3,110 | — | (24,470 | ) | |||||||||||||
Equity of net income of subsidiaries | (44,412 | ) | — | — | 44,412 | — | |||||||||||||||
Net income (loss) | $ | (66,309 | ) | $ | (41,917 | ) | $ | (2,495 | ) | $ | 44,412 | $ | (66,309 | ) | |||||||
Comprehensive income (loss) | $ | (66,305 | ) | $ | (41,917 | ) | $ | (2,495 | ) | $ | 44,412 | $ | (66,305 | ) | |||||||
2012:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | 1,467,240 | $ | 34,108 | $ | — | $ | 1,501,348 | |||||||||||
Cost of sales | — | 1,108,650 | 21,403 | — | 1,130,053 | ||||||||||||||||
Gross profit | — | 358,590 | 12,705 | — | 371,295 | ||||||||||||||||
Selling, general and administrative expenses | 988 | 196,993 | 5,569 | — | 203,550 | ||||||||||||||||
Provision for doubtful accounts | — | 23,591 | 456 | — | 24,047 | ||||||||||||||||
Settlement, litigation and other related charges | — | 4,931 | — | — | 4,931 | ||||||||||||||||
Other charges | — | 14,951 | (9,915 | ) | — | 5,036 | |||||||||||||||
Operating income (loss) | (988 | ) | 118,124 | 16,595 | — | 133,731 | |||||||||||||||
Interest expense, net of investment income | (37,625 | ) | (1,359 | ) | (52 | ) | — | (39,036 | ) | ||||||||||||
Income (loss) before income taxes | (38,613 | ) | 116,765 | 16,543 | — | 94,695 | |||||||||||||||
Income tax (benefit) expense | (15,116 | ) | 45,717 | 2,669 | — | 33,270 | |||||||||||||||
Equity of net income of subsidiaries | 84,922 | — | — | (84,922 | ) | — | |||||||||||||||
Net income | $ | 61,425 | $ | 71,048 | $ | 13,874 | $ | (84,922 | ) | $ | 61,425 | ||||||||||
Comprehensive income | $ | 63,354 | $ | 71,048 | $ | 15,801 | $ | (86,849 | ) | $ | 63,354 | ||||||||||
Condensed Consolidating Balance Sheets (Guaranteed Senior Notes Payable) | Condensed Consolidating Balance Sheets | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of September 30, 2013: | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating/Eliminating Adjustments | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 428,003 | $ | 64,975 | $ | 12,709 | $ | — | $ | 505,687 | |||||||||||
Restricted cash | — | 5 | — | — | 5 | ||||||||||||||||
Accounts receivable, net (including intercompany) | — | 736,423 | 312,572 | (307,942 | ) | 741,053 | |||||||||||||||
Inventories | — | 414,238 | 7,561 | — | 421,799 | ||||||||||||||||
Deferred income tax benefits, net-current | — | 98,294 | — | (205 | ) | 98,089 | |||||||||||||||
Other current assets | 2,683 | 287,807 | 21,736 | — | 312,226 | ||||||||||||||||
Total current assets | 430,686 | 1,601,742 | 354,578 | (308,147 | ) | 2,078,859 | |||||||||||||||
Properties and equipment, net | — | 305,542 | 4,683 | — | 310,225 | ||||||||||||||||
Goodwill | — | 4,224,637 | 28,824 | — | 4,253,461 | ||||||||||||||||
Identifiable intangible assets, net | — | 163,718 | 2,387 | — | 166,105 | ||||||||||||||||
Other noncurrent assets | 47,654 | 59,200 | 22 | — | 106,876 | ||||||||||||||||
Investment in subsidiaries | 5,194,188 | — | — | (5,194,188 | ) | — | |||||||||||||||
Total assets | $ | 5,672,528 | $ | 6,354,839 | $ | 390,494 | $ | (5,502,335 | ) | $ | 6,915,526 | ||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Current liabilities | $ | 584,220 | $ | 820,997 | $ | 26,725 | $ | (307,942 | ) | $ | 1,124,000 | ||||||||||
Long-term debt, notes and convertible debentures | 1,411,458 | 15,014 | — | — | 1,426,472 | ||||||||||||||||
Deferred income tax liabilities | 350,629 | 617,369 | 15,207 | (205 | ) | 983,000 | |||||||||||||||
Other noncurrent liabilities | — | 54,183 | 1,650 | — | 55,833 | ||||||||||||||||
Stockholders' equity | 3,326,221 | 4,847,276 | 346,912 | (5,194,188 | ) | 3,326,221 | |||||||||||||||
Total liabilities and stockholders' equity | $ | 5,672,528 | $ | 6,354,839 | $ | 390,494 | $ | (5,502,335 | ) | $ | 6,915,526 | ||||||||||
As of December 31, 2012: | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 383,674 | $ | 58,312 | $ | 12,227 | $ | — | $ | 454,213 | |||||||||||
Restricted cash | — | 1,066 | — | — | 1,066 | ||||||||||||||||
Accounts receivable, net (including intercompany) | — | 849,753 | 197,370 | (190,071 | ) | 857,052 | |||||||||||||||
Inventories | — | 379,448 | 6,250 | — | 385,698 | ||||||||||||||||
Deferred income tax benefits, net-current | — | 137,736 | — | (1,550 | ) | 136,186 | |||||||||||||||
Other current assets | 1,765 | 248,833 | 14,871 | (10,825 | ) | 254,644 | |||||||||||||||
Total current assets | 385,439 | 1,675,148 | 230,718 | (202,446 | ) | 2,088,859 | |||||||||||||||
Properties and equipment, net | — | 276,056 | 6,604 | — | 282,660 | ||||||||||||||||
Goodwill | — | 4,219,900 | 37,059 | — | 4,256,959 | ||||||||||||||||
Identifiable intangible assets, net | — | 193,852 | 3,021 | — | 196,873 | ||||||||||||||||
Other noncurrent assets | 75,336 | 93,508 | 11,382 | (16,313 | ) | 163,913 | |||||||||||||||
Investment in subsidiaries | 5,453,702 | — | — | (5,453,702 | ) | — | |||||||||||||||
Total assets | $ | 5,914,477 | $ | 6,458,464 | $ | 288,784 | $ | (5,672,461 | ) | $ | 6,989,264 | ||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Current liabilities | $ | 60,454 | $ | 587,025 | $ | 35,431 | $ | (200,896 | ) | $ | 482,014 | ||||||||||
Long-term debt, notes and convertible debentures | 2,012,807 | 17,223 | 5,000 | (5,000 | ) | 2,030,030 | |||||||||||||||
Deferred income tax liabilities | 335,504 | 559,405 | 21,301 | (1,550 | ) | 914,660 | |||||||||||||||
Other noncurrent liabilities | — | 68,161 | — | (11,313 | ) | 56,848 | |||||||||||||||
Stockholders' equity | 3,505,712 | 5,226,650 | 227,052 | (5,453,702 | ) | 3,505,712 | |||||||||||||||
Total liabilities and stockholders' equity | $ | 5,914,477 | $ | 6,458,464 | $ | 288,784 | $ | (5,672,461 | ) | $ | 6,989,264 | ||||||||||
Condensed Consolidating Statements of Cash Flows (Guaranteed Senior Notes Payable) | Condensed Consolidating Statements of Cash Flows | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Nine months ended September 30, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (42,519 | ) | $ | 505,815 | $ | (8,631 | ) | $ | 454,665 | |||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | (3,798 | ) | — | (3,798 | ) | |||||||||||||||
Divestiture of businesses, net | — | 675 | 10,408 | 11,083 | |||||||||||||||||
Capital expenditures | — | (72,832 | ) | (1,295 | ) | (74,127 | ) | ||||||||||||||
Other | (227 | ) | 668 | — | 441 | ||||||||||||||||
Net cash flows (used in) from investing activities | (227 | ) | (75,287 | ) | 9,113 | (66,401 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on terms loans | (15,938 | ) | — | — | (15,938 | ) | |||||||||||||||
Payments on long-term borrowings and obligations | (190,403 | ) | — | — | (190,403 | ) | |||||||||||||||
Fees paid for financing activities | (4,851 | ) | — | — | (4,851 | ) | |||||||||||||||
Decrease in cash overdraft balance | (10,232 | ) | (1,258 | ) | — | (11,490 | ) | ||||||||||||||
Payments for Omnicare common stock repurchase | (91,259 | ) | — | — | (91,259 | ) | |||||||||||||||
Dividends paid | (43,011 | ) | — | — | (43,011 | ) | |||||||||||||||
Other | 442,769 | (422,607 | ) | — | 20,162 | ||||||||||||||||
Net cash flows from (used in) financing activities | 87,075 | (423,865 | ) | — | (336,790 | ) | |||||||||||||||
Net increase in cash and cash equivalents | 44,329 | 6,663 | 482 | 51,474 | |||||||||||||||||
Cash and cash equivalents at beginning of period | 383,674 | 58,312 | 12,227 | 454,213 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 428,003 | $ | 64,975 | $ | 12,709 | $ | 505,687 | |||||||||||||
2012:00:00 | |||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (43,685 | ) | $ | 457,344 | $ | 3,244 | $ | 416,903 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | (34,411 | ) | — | (34,411 | ) | |||||||||||||||
Divestiture of business, net | — | 19,207 | — | 19,207 | |||||||||||||||||
Marketable Securities | (25,000 | ) | — | — | (25,000 | ) | |||||||||||||||
Capital expenditures | — | (69,486 | ) | (1,947 | ) | (71,433 | ) | ||||||||||||||
Other | — | 850 | 498 | 1,348 | |||||||||||||||||
Net cash flows used in investing activities | (25,000 | ) | (83,840 | ) | (1,449 | ) | (110,289 | ) | |||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (19,375 | ) | — | — | (19,375 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | 425,000 | — | — | 425,000 | |||||||||||||||||
Payments on long-term borrowings and obligations | (452,302 | ) | — | — | (452,302 | ) | |||||||||||||||
Capped call transaction | (48,126 | ) | — | — | (48,126 | ) | |||||||||||||||
Payments for Omnicare common stock repurchases | (110,919 | ) | — | — | (110,919 | ) | |||||||||||||||
Dividends paid | (30,765 | ) | — | — | (30,765 | ) | |||||||||||||||
Other | 396,155 | (398,374 | ) | (762 | ) | (2,981 | ) | ||||||||||||||
Net cash flows from (used in) financing activities | 159,668 | (398,374 | ) | (762 | ) | (239,468 | ) | ||||||||||||||
Net increase (decrease) in cash and cash equivalents | 90,983 | (24,870 | ) | 1,033 | 67,146 | ||||||||||||||||
Cash and cash equivalents at beginning of period | 460,253 | 101,786 | 18,223 | 580,262 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 551,236 | $ | 76,916 | $ | 19,256 | $ | 647,408 | |||||||||||||
Summary Consolidating Statements of Income (Guaranteed Convertible Senior Debentures) | |||||||||||||||||||||
For the nine months ended September 30, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 4,675,901 | $ | — | $ | 4,675,901 | |||||||||||
Cost of sales | — | — | 3,556,809 | — | 3,556,809 | ||||||||||||||||
Gross profit | — | — | 1,119,092 | — | 1,119,092 | ||||||||||||||||
Selling, general and administrative expenses | 3,696 | 1,233 | 595,967 | — | 600,896 | ||||||||||||||||
Provision for doubtful accounts | — | — | 74,749 | — | 74,749 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 169,615 | — | 169,615 | ||||||||||||||||
Other charges | — | — | 96,906 | — | 96,906 | ||||||||||||||||
Operating income (loss) | (3,696 | ) | (1,233 | ) | 181,855 | — | 176,926 | ||||||||||||||
Interest expense, net of investment income | (92,757 | ) | — | (1,248 | ) | — | (94,005 | ) | |||||||||||||
Income (loss) before income taxes | (96,453 | ) | (1,233 | ) | 180,607 | — | 82,921 | ||||||||||||||
Income tax (benefit) expense | (37,395 | ) | (478 | ) | 80,530 | — | 42,657 | ||||||||||||||
Equity of net income of subsidiaries | 99,322 | — | — | (99,322 | ) | — | |||||||||||||||
Net income (loss) | $ | 40,264 | $ | (755 | ) | $ | 100,077 | $ | (99,322 | ) | $ | 40,264 | |||||||||
Comprehensive income (loss) | $ | 40,170 | $ | (755 | ) | $ | 100,077 | $ | (99,322 | ) | $ | 40,170 | |||||||||
2012:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 4,630,443 | $ | — | $ | 4,630,443 | |||||||||||
Cost of sales | — | — | 3,523,702 | — | 3,523,702 | ||||||||||||||||
Gross profit | — | — | 1,106,741 | — | 1,106,741 | ||||||||||||||||
Selling, general and administrative expenses | 3,110 | 1,032 | 601,410 | — | 605,552 | ||||||||||||||||
Provision for doubtful accounts | — | — | 72,556 | — | 72,556 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 38,227 | — | 38,227 | ||||||||||||||||
Other charges | 35,092 | — | 30,665 | — | 65,757 | ||||||||||||||||
Operating income (loss) | (38,202 | ) | (1,032 | ) | 363,883 | — | 324,649 | ||||||||||||||
Interest expense, net of investment income | (103,146 | ) | — | (2,298 | ) | — | (105,444 | ) | |||||||||||||
Income (loss) before income taxes | (141,348 | ) | (1,032 | ) | 361,585 | — | 219,205 | ||||||||||||||
Income tax (benefit) expense | (54,772 | ) | (400 | ) | 138,521 | — | 83,349 | ||||||||||||||
Equity of net income of subsidiaries | 222,432 | — | — | (222,432 | ) | — | |||||||||||||||
Net income (loss) | $ | 135,856 | $ | (632 | ) | $ | 223,064 | $ | (222,432 | ) | 135,856 | ||||||||||
Comprehensive income (loss) | $ | 136,518 | $ | (632 | ) | $ | 224,448 | $ | (223,816 | ) | $ | 136,518 | |||||||||
Summary Consolidating | |||||||||||||||||||||
Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
For the three months ended September 30, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 1,581,001 | $ | — | $ | 1,581,001 | |||||||||||
Cost of sales | — | — | 1,211,183 | — | 1,211,183 | ||||||||||||||||
Gross profit | — | — | 369,818 | — | 369,818 | ||||||||||||||||
Selling, general and administrative expenses | 1,504 | 417 | 193,461 | — | 195,382 | ||||||||||||||||
Provision for doubtful accounts | — | — | 25,177 | — | 25,177 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 143,484 | — | 143,484 | ||||||||||||||||
Other charges | — | — | 61,632 | — | 61,632 | ||||||||||||||||
Operating income (loss) | (1,504 | ) | (417 | ) | (53,936 | ) | — | (55,857 | ) | ||||||||||||
Interest expense, net of investment income | (34,583 | ) | — | (339 | ) | — | (34,922 | ) | |||||||||||||
Income (loss) before income taxes | (36,087 | ) | (417 | ) | (54,275 | ) | — | (90,779 | ) | ||||||||||||
Income tax (benefit) expense | (14,190 | ) | (164 | ) | (10,116 | ) | — | (24,470 | ) | ||||||||||||
Equity of net income of subsidiaries | (44,412 | ) | — | — | 44,412 | — | |||||||||||||||
Net income (loss) | $ | (66,309 | ) | $ | (253 | ) | $ | (44,159 | ) | $ | 44,412 | $ | (66,309 | ) | |||||||
Comprehensive income (loss) | $ | (66,305 | ) | $ | (253 | ) | $ | (44,159 | ) | $ | 44,412 | $ | (66,305 | ) | |||||||
2012:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 1,501,348 | $ | — | $ | 1,501,348 | |||||||||||
Cost of sales | — | — | 1,130,053 | — | 1,130,053 | ||||||||||||||||
Gross profit | — | — | 371,295 | — | 371,295 | ||||||||||||||||
Selling, general and administrative expenses | 988 | 364 | 202,198 | — | 203,550 | ||||||||||||||||
Provision for doubtful accounts | — | — | 24,047 | — | 24,047 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 4,931 | — | 4,931 | ||||||||||||||||
Other charges | — | — | 5,036 | — | 5,036 | ||||||||||||||||
Operating income (loss) | (988 | ) | (364 | ) | 135,083 | — | 133,731 | ||||||||||||||
Interest expense, net of investment income | (37,625 | ) | — | (1,411 | ) | — | (39,036 | ) | |||||||||||||
Income (loss) before income taxes | (38,613 | ) | (364 | ) | 133,672 | — | 94,695 | ||||||||||||||
Income tax (benefit) expense | (15,116 | ) | (142 | ) | 48,528 | — | 33,270 | ||||||||||||||
Equity of net income of subsidiaries | 84,922 | — | — | (84,922 | ) | — | |||||||||||||||
Net income (loss) | $ | 61,425 | $ | (222 | ) | $ | 85,144 | $ | (84,922 | ) | $ | 61,425 | |||||||||
Comprehensive income (loss) | $ | 63,354 | $ | (222 | ) | $ | 87,071 | $ | (86,849 | ) | $ | 63,354 | |||||||||
Condensed Consolidating Balance Sheets (Guaranteed Convertible Senior Debentures) | Condensed Consolidating Balance Sheets | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of September 30, 2013: | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating/Eliminating Adjustments | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 428,003 | $ | — | $ | 77,684 | $ | — | $ | 505,687 | |||||||||||
Restricted cash | — | — | 5 | — | 5 | ||||||||||||||||
Accounts receivable, net (including intercompany) | — | 190 | 741,053 | (190 | ) | 741,053 | |||||||||||||||
Inventories | — | — | 421,799 | — | 421,799 | ||||||||||||||||
Deferred income tax benefits, net-current | — | — | 98,089 | — | 98,089 | ||||||||||||||||
Other current assets | 2,683 | — | 309,543 | — | 312,226 | ||||||||||||||||
Total current assets | 430,686 | 190 | 1,648,173 | (190 | ) | 2,078,859 | |||||||||||||||
Properties and equipment, net | — | 20 | 310,205 | — | 310,225 | ||||||||||||||||
Goodwill | — | — | 4,253,461 | — | 4,253,461 | ||||||||||||||||
Identifiable intangible assets, net | — | — | 166,105 | — | 166,105 | ||||||||||||||||
Other noncurrent assets | 47,654 | 20 | 59,202 | — | 106,876 | ||||||||||||||||
Investment in subsidiaries | 5,194,188 | — | — | (5,194,188 | ) | — | |||||||||||||||
Total assets | $ | 5,672,528 | $ | 230 | $ | 6,437,146 | $ | (5,194,378 | ) | $ | 6,915,526 | ||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Current liabilities | $ | 584,220 | $ | — | $ | 539,970 | $ | (190 | ) | $ | 1,124,000 | ||||||||||
Long-term debt, notes and convertible debentures | 1,411,458 | — | 15,014 | — | 1,426,472 | ||||||||||||||||
Deferred income tax liabilities | 350,629 | — | 632,371 | — | 983,000 | ||||||||||||||||
Other noncurrent liabilities | — | — | 55,833 | — | 55,833 | ||||||||||||||||
Stockholders' equity | 3,326,221 | 230 | 5,193,958 | (5,194,188 | ) | 3,326,221 | |||||||||||||||
Total liabilities and stockholders' equity | $ | 5,672,528 | $ | 230 | $ | 6,437,146 | $ | (5,194,378 | ) | $ | 6,915,526 | ||||||||||
As of December 31, 2012: | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 383,674 | $ | — | $ | 70,539 | $ | — | $ | 454,213 | |||||||||||
Restricted cash | — | — | 1,066 | — | 1,066 | ||||||||||||||||
Accounts receivable, net (including intercompany) | — | 204 | 857,052 | (204 | ) | 857,052 | |||||||||||||||
Inventories | — | — | 385,698 | — | 385,698 | ||||||||||||||||
Deferred income tax benefits, net-current | — | — | 137,736 | (1,550 | ) | 136,186 | |||||||||||||||
Other current assets | 1,765 | — | 252,879 | — | 254,644 | ||||||||||||||||
Total current assets | 385,439 | 204 | 1,704,970 | (1,754 | ) | 2,088,859 | |||||||||||||||
Properties and equipment, net | — | 22 | 282,638 | — | 282,660 | ||||||||||||||||
Goodwill | — | — | 4,256,959 | — | 4,256,959 | ||||||||||||||||
Identifiable intangible assets, net | — | — | 196,873 | — | 196,873 | ||||||||||||||||
Other noncurrent assets | 75,336 | 19 | 88,558 | — | 163,913 | ||||||||||||||||
Investment in subsidiaries | 5,453,702 | — | — | (5,453,702 | ) | — | |||||||||||||||
Total assets | $ | 5,914,477 | $ | 245 | $ | 6,529,998 | $ | (5,455,456 | ) | $ | 6,989,264 | ||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Current liabilities | $ | 60,454 | $ | 54 | $ | 421,710 | $ | (204 | ) | $ | 482,014 | ||||||||||
Long-term debt, notes and convertible debentures | 2,012,807 | — | 17,223 | — | 2,030,030 | ||||||||||||||||
Deferred income tax liabilities | 335,504 | — | 580,706 | (1,550 | ) | 914,660 | |||||||||||||||
Other noncurrent liabilities | — | — | 56,848 | — | 56,848 | ||||||||||||||||
Stockholders' equity | 3,505,712 | 191 | 5,453,511 | (5,453,702 | ) | 3,505,712 | |||||||||||||||
Total liabilities and stockholders' equity | $ | 5,914,477 | $ | 245 | $ | 6,529,998 | $ | (5,455,456 | ) | $ | 6,989,264 | ||||||||||
Condensed Consolidating Statements of Cash Flows (Guaranteed Convertible Senior Debentures) | Condensed Consolidating Statements of Cash Flows - Unaudited | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Nine months ended September 30, | |||||||||||||||||||||
2013:00:00 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (42,519 | ) | $ | — | $ | 497,184 | $ | 454,665 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | — | (3,798 | ) | (3,798 | ) | |||||||||||||||
Disposition of businesses | — | — | 11,083 | 11,083 | |||||||||||||||||
Capital expenditures | — | — | (74,127 | ) | (74,127 | ) | |||||||||||||||
Other | (227 | ) | — | 668 | 441 | ||||||||||||||||
Net cash flows used in investing activities | (227 | ) | — | (66,174 | ) | (66,401 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on terms loans | (15,938 | ) | — | — | (15,938 | ) | |||||||||||||||
Payments on long-term borrowings and obligations | (190,403 | ) | — | — | (190,403 | ) | |||||||||||||||
Fees paid for financing activities | (4,851 | ) | — | — | (4,851 | ) | |||||||||||||||
Decrease in cash overdraft balance | (10,232 | ) | — | (1,258 | ) | (11,490 | ) | ||||||||||||||
Payments for Omnicare common stock repurchase | (91,259 | ) | — | — | (91,259 | ) | |||||||||||||||
Dividends paid | (43,011 | ) | — | — | (43,011 | ) | |||||||||||||||
Other | 442,769 | — | (422,607 | ) | 20,162 | ||||||||||||||||
Net cash flows from (used in) financing activities | 87,075 | — | (423,865 | ) | (336,790 | ) | |||||||||||||||
Net increase in cash and cash equivalents | 44,329 | — | 7,145 | 51,474 | |||||||||||||||||
Cash and cash equivalents at beginning of period | 383,674 | — | 70,539 | 454,213 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 428,003 | $ | — | $ | 77,684 | $ | 505,687 | |||||||||||||
2012:00:00 | |||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (43,685 | ) | $ | — | $ | 460,588 | $ | 416,903 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | — | (34,411 | ) | (34,411 | ) | |||||||||||||||
Divestiture of business, net | — | — | 19,207 | 19,207 | |||||||||||||||||
Marketable securities | (25,000 | ) | — | — | (25,000 | ) | |||||||||||||||
Capital expenditures | — | — | (71,433 | ) | (71,433 | ) | |||||||||||||||
Other | — | — | 1,348 | 1,348 | |||||||||||||||||
Net cash flows used in investing activities | (25,000 | ) | — | (85,289 | ) | (110,289 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (19,375 | ) | — | — | (19,375 | ) | |||||||||||||||
Proceeds from long-term borrowings and obligations | 425,000 | — | — | 425,000 | |||||||||||||||||
Payments on long-term borrowings and obligations | (452,302 | ) | — | — | (452,302 | ) | |||||||||||||||
Capped call transaction | (48,126 | ) | — | — | (48,126 | ) | |||||||||||||||
Payments for Omnicare common stock repurchases | (110,919 | ) | — | — | (110,919 | ) | |||||||||||||||
Dividends paid | (30,765 | ) | — | — | (30,765 | ) | |||||||||||||||
Other | 396,155 | — | (399,136 | ) | (2,981 | ) | |||||||||||||||
Net cash flows from (used in) financing activities | 159,668 | — | (399,136 | ) | (239,468 | ) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | 90,983 | — | (23,837 | ) | 67,146 | ||||||||||||||||
Cash and cash equivalents at beginning of period | 460,253 | — | 120,009 | 580,262 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 551,236 | $ | — | $ | 96,172 | $ | 647,408 | |||||||||||||
Significant_Accounting_Policie3
Significant Accounting Policies Stock Based Compensation expense (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Significant Accounting Policies [Abstract] | ||||
Allocated Share-based Compensation Expense | $5 | $4.10 | $14.20 | $13 |
Significant_Accounting_Policie4
Significant Accounting Policies Accounts Receivable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Receivable, Gross, Current | $950,193 | $1,126,468 |
Medicare Medicaid and Third Party Payors [Member] | ||
Accounts Receivable, Gross, Current | 278,654 | 402,121 |
Facility Payors [Member] | ||
Accounts Receivable, Gross, Current | 514,231 | 552,793 |
Private Payors [Member] | ||
Accounts Receivable, Gross, Current | 157,308 | 171,554 |
0 - 180 Days Past Due [Member] | ||
Accounts Receivable, Gross, Current | 634,750 | 693,031 |
0 - 180 Days Past Due [Member] | Medicare Medicaid and Third Party Payors [Member] | ||
Accounts Receivable, Gross, Current | 210,957 | 238,348 |
0 - 180 Days Past Due [Member] | Facility Payors [Member] | ||
Accounts Receivable, Gross, Current | 351,162 | 383,848 |
0 - 180 Days Past Due [Member] | Private Payors [Member] | ||
Accounts Receivable, Gross, Current | 72,631 | 70,835 |
181 Days and Greater Past Due [Member] | ||
Accounts Receivable, Gross, Current | 315,443 | 433,437 |
181 Days and Greater Past Due [Member] | Medicare Medicaid and Third Party Payors [Member] | ||
Accounts Receivable, Gross, Current | 67,697 | 163,773 |
181 Days and Greater Past Due [Member] | Facility Payors [Member] | ||
Accounts Receivable, Gross, Current | 163,069 | 168,945 |
181 Days and Greater Past Due [Member] | Private Payors [Member] | ||
Accounts Receivable, Gross, Current | $84,677 | $100,719 |
Significant_Accounting_Policie5
Significant Accounting Policies Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Unrealized (loss) gain on fair value of investments | ($695) | ($428) |
Pension and postemployment benefits | -2,219 | -2,392 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | ($2,914) | ($2,820) |
Significant_Accounting_Policie6
Significant Accounting Policies Fair Value (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Estimate of Fair Value, Fair Value Disclosure [Member] | ||
Bond Portfolio at fair market value | $25,111 | $24,887 |
Interest Rate Swap Agreement Fair Value Liability Disclosure | 23,570 | 46,090 |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | 0 | 0 |
Assets, Fair Value Disclosure | 48,681 | 70,977 |
Fair Value, Inputs, Level 1 [Member] | ||
Bond Portfolio at fair market value | 0 | 0 |
Interest Rate Swap Agreement Fair Value Liability Disclosure | 0 | 0 |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | 0 | 0 |
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Bond Portfolio at fair market value | 25,111 | 24,887 |
Interest Rate Swap Agreement Fair Value Liability Disclosure | 23,570 | 46,090 |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | 0 | 0 |
Assets, Fair Value Disclosure | 48,681 | 70,977 |
Fair Value, Inputs, Level 3 [Member] | ||
Bond Portfolio at fair market value | 0 | 0 |
Interest Rate Swap Agreement Fair Value Liability Disclosure | 0 | 0 |
Derivative Financial Instruments, Liabilities, Fair Value Disclosure | 0 | 0 |
Assets, Fair Value Disclosure | $0 | $0 |
Significant_Accounting_Policie7
Significant Accounting Policies Offsetting Assets and Liabilities (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
charges relating to business disposition | $10,116,000 | ($7,680,000) | $38,902,000 | ($1,777,000) | |
Deposits Paid for Securities Borrowed, at Carrying Value | 0 | 0 | 0 | ||
Gross Amount of assets as Offset in Statement of Financial Position | 0 | 0 | 0 | ||
Securities Borrowed | 23,570,000 | 23,570,000 | 46,090,000 | ||
Financial Instruments, assets | 0 | 0 | 0 | ||
Swap A [Member] | |||||
Deposits Paid for Securities Borrowed, at Carrying Value | 0 | 0 | 0 | ||
Gross Amount of assets as Offset in Statement of Financial Position | 0 | 0 | 0 | ||
Net amount of financial assets | 11,969,000 | 11,969,000 | 20,560,000 | ||
Securities Borrowed | 11,969,000 | 11,969,000 | 20,560,000 | ||
Financial Instruments, assets | 0 | 0 | 0 | ||
Swap B [Member] | |||||
Deposits Paid for Securities Borrowed, at Carrying Value | 0 | 0 | 0 | ||
Gross Amount of assets as Offset in Statement of Financial Position | 0 | 0 | 0 | ||
Net amount of financial assets | 11,601,000 | 11,601,000 | 20,011,000 | ||
Securities Borrowed | 11,601,000 | 11,601,000 | 20,011,000 | ||
Financial Instruments, assets | 0 | 0 | 0 | ||
Swap C [Member] | |||||
Deposits Paid for Securities Borrowed, at Carrying Value | 0 | ||||
Gross Amount of assets as Offset in Statement of Financial Position | 0 | ||||
Net amount of financial assets | 2,896,000 | ||||
Securities Borrowed | 2,896,000 | ||||
Financial Instruments, assets | 0 | ||||
Swap D [Member] | |||||
Deposits Paid for Securities Borrowed, at Carrying Value | 0 | ||||
Gross Amount of assets as Offset in Statement of Financial Position | 0 | ||||
Net amount of financial assets | 2,623,000 | ||||
Securities Borrowed | 2,623,000 | ||||
Financial Instruments, assets | 0 | ||||
Fair Value, Inputs, Level 2 [Member] | |||||
Interest Rate Swap Agreement Fair Value Disclosure | 23,570,000 | 23,570,000 | 46,090,000 | ||
7.75% Senior Subordinated Notes, Due 2020 [Member] | |||||
Debt Instrument, Repurchased Face Amount | $150,000,000 | $150,000,000 |
Significant_Accounting_Policie8
Significant Accounting Policies Other Charges (Credits) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Accounting Policies [Abstract] | ||||
Debt Related Costs | $50,868 | $0 | $50,868 | $35,092 |
charges relating to business disposition | 10,116 | -7,680 | 38,902 | -1,777 |
Separation, Benefit Plan Termination and Related Costs | 648 | 5,500 | 4,836 | 21,000 |
Acquisition Costs, Period Cost | 0 | -3,830 | 2,300 | 396 |
Restructuring Charges | 0 | 11,046 | 0 | 11,046 |
Other charges | $61,632 | $5,036 | $96,906 | $65,757 |
Significant_Accounting_Policie9
Significant Accounting Policies Disposition of Business (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Accounting Policies [Abstract] | ||||
charges relating to business disposition | $10,116,000 | ($7,680,000) | $38,902,000 | ($1,777,000) |
Charges related to dispostion of business after tax | $9,400,000 | $27,100,000 |
Recovered_Sheet1
Significant Accounting Policies Common Stock Repurchase Program (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Accelerated Share Repurchases, Settlement (Payment) or Receipt | $250 |
Stock Repurchased During Period, Shares | 2.5 |
Stock Repurchased During Period, Value | 91.3 |
cumulative common stock repurchased through repurchase program | 21.7 |
cumulative value of shares repurchased through stock repurchase program | 721 |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 129 |
May 2013 Accelerated Share repurchase [Domain] | |
Accelerated Share Repurchases, Settlement (Payment) or Receipt | $100 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Goodwill [Line Items] | |||||
Goodwill | $4,253,461,000 | $4,253,461,000 | $4,256,959,000 | ||
Goodwill, Other Changes | -3,498,000 | ||||
Intangible amortization expense | 9,000,000 | 11,000,000 | 28,000,000 | 33,000,000 | |
Long Term Care Group [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | 3,719,303,000 | 3,719,303,000 | 3,722,801,000 | ||
Goodwill, Other Changes | -3,498,000 | ||||
specialty care group [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | 534,158,000 | 534,158,000 | 534,158,000 | ||
Goodwill, Other Changes | $0 |
Debt_Details
Debt (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | |||||
Extinguishment of Debt, Amount | $180,460,000 | ||||
Long-term Debt, Gross | 2,545,511,000 | 2,545,511,000 | 2,473,927,000 | ||
Gains (Losses) on Extinguishment of Debt | -55,652,000 | -47,558,000 | |||
Debt Related Costs | 50,868,000 | 0 | 50,868,000 | 35,092,000 | |
stated liquidation amount of convertible debt | 50 | 50 | |||
Interest rate swap agreements | -23,570,000 | -23,570,000 | -46,090,000 | ||
Debt Instrument, Unamortized Discount | -594,090,000 | -594,090,000 | -462,274,000 | ||
Debt, Current | -548,519,000 | -548,519,000 | -27,713,000 | ||
Long-term Debt, Excluding Current Maturities | 1,426,472,000 | 1,426,472,000 | 2,030,030,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.75% | 7.75% | |||
Letters of Credit Outstanding, Amount | 8,000,000 | 8,000,000 | |||
Derivative, Basis Spread on Variable Rate | 4.24% | 4.24% | |||
Amortization of Financing Costs | 900,000 | 1,300,000 | 2,800,000 | 4,300,000 | |
Write off of Deferred Debt Issuance Cost | 4,784,000 | 8,300,000 | 4,800,000 | 12,400,000 | |
Current Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 0 | 0 | 0 | ||
Senior Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 403,750,000 | 403,750,000 | 419,688,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 1.93% | 1.93% | |||
7.75% Senior Subordinated Notes, Due 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 400,000,000 | 400,000,000 | 550,000,000 | ||
Debt Instrument, Repurchased Face Amount | 150,000,000 | 150,000,000 | |||
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 132,417,000 | 132,417,000 | 318,054,000 | ||
Debt Instrument, Repurchased Face Amount | 5,150,000 | 5,150,000 | |||
Debt Instrument, Unamortized Discount | -45,648,000 | -45,648,000 | -113,446,000 | ||
treasury stock method average share price to include dilutive securities | $27.11 | ||||
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 345,000,000 | 345,000,000 | 345,000,000 | ||
Debt instrument, convertible, contingent interest rate | 0.13% | 0.13% | |||
contingent cash interest paid per stated liquidation amount | 0.07 | ||||
contingent cash interest per stated liquidation amount | 0.085 | 0.085 | |||
Debt Instrument, Unamortized Discount | -136,651,000 | -136,651,000 | -138,734,000 | ||
treasury stock method average share price to include dilutive securities | $40.82 | ||||
3.25% Convertible Senior Debentures, Due 2035 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 427,500,000 | 427,500,000 | 427,500,000 | ||
Debt Instrument, Unamortized Discount | -38,320,000 | -38,320,000 | -49,718,000 | ||
treasury stock method average share price to include dilutive securities | $78.74 | ||||
3.75% Convertible Senior Subordinated Notes Due 2042 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 390,000,000 | 390,000,000 | 390,000,000 | ||
Debt Instrument, Unamortized Discount | -165,428,000 | -165,428,000 | -160,376,000 | ||
treasury stock method average share price to include dilutive securities | $41.50 | ||||
3.5% Convertible senior subordinated debt [Domain] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 424,250,000 | 424,250,000 | 0 | ||
Debt Instrument, Convertible, Conversion Price | $70 | $70 | |||
treasury stock method average share price to include dilutive securities | $70 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | 3.50% | |||
Capitalized Lease and Other Debt Obligations [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 22,594,000 | 22,594,000 | 23,685,000 | ||
Other miscellaneous charges [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Related Costs | $50,900,000 | $35,100,000 |
Debt_Schedule_of_Convertible_D
Debt Schedule of Convertible Debt (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Carrying Amount of Equity Component | $11,437 |
Remaining amortization period for the debt discount (in years) | 12 years 91 days |
Debt Instrument, Interest Rate, Effective Percentage | 8.25% |
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Carrying Amount of Equity Component | 151,665 |
Remaining amortization period for the debt discount (in years) | 19 years 274 days |
Debt Instrument, Interest Rate, Effective Percentage | 8.01% |
3.25% Convertible Senior Debentures, Due 2035 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Carrying Amount of Equity Component | 245,433 |
Remaining amortization period for the debt discount (in years) | 2 years 91 days |
Debt Instrument, Interest Rate, Effective Percentage | 7.63% |
3.75% Convertible Senior Subordinated Notes Due 2042 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Carrying Amount of Equity Component | 167,941 |
Remaining amortization period for the debt discount (in years) | 28 years 183 days |
Debt Instrument, Interest Rate, Effective Percentage | 7.11% |
3.5% Convertible senior subordinated debt [Domain] | |
Debt Instrument [Line Items] | |
Debt Instrument, Convertible, Carrying Amount of Equity Component | $208,200 |
Remaining amortization period for the debt discount (in years) | 30 years 146 days |
Debt Instrument, Interest Rate, Effective Percentage | 7.70% |
Debt_Fair_Value_of_Financial_I
Debt Fair Value of Financial Instruments (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Long-term Debt, Gross | $2,545,511 | $2,473,927 |
Debt Instrument, Unamortized Discount | 594,090 | 462,274 |
7.75% Senior Subordinated Notes, Due 2020 [Member] | ||
Long-term Debt, Gross | 400,000 | 550,000 |
Long-term Debt, Fair Value | 441,300 | 614,600 |
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | ||
Long-term Debt, Gross | 132,417 | 318,054 |
Long-term Debt, Fair Value | 279,600 | 459,600 |
Long-term Debt | 86,769 | 204,608 |
Debt Instrument, Unamortized Discount | 45,648 | 113,446 |
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | ||
Long-term Debt, Gross | 345,000 | 345,000 |
Long-term Debt, Fair Value | 470,800 | 331,600 |
Long-term Debt | 208,349 | 206,266 |
Debt Instrument, Unamortized Discount | 136,651 | 138,734 |
3.25% Convertible Senior Debentures, Due 2035 [Member] | ||
Long-term Debt, Gross | 427,500 | 427,500 |
Long-term Debt, Fair Value | 453,200 | 425,400 |
Long-term Debt | 389,180 | 377,782 |
Debt Instrument, Unamortized Discount | 38,320 | 49,718 |
3.75% Convertible Senior Subordinated Notes Due 2042 [Member] | ||
Long-term Debt, Gross | 390,000 | 390,000 |
Long-term Debt, Fair Value | 549,700 | 397,100 |
Long-term Debt | 224,572 | 229,624 |
Debt Instrument, Unamortized Discount | 165,428 | 160,376 |
3.50% Convertible Senior Subordianted Notes, Due 2044 [Member] | ||
Long-term Debt, Gross | 424,250 | 0 |
Long-term Debt, Fair Value | 403,000 | 0 |
Long-term Debt | 216,207 | 0 |
Debt Instrument, Unamortized Discount | $208,043 | $0 |
Earnings_Loss_Per_Share_Data_D
Earnings (Loss) Per Share Data (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings (loss) per common share - Basic: | ||||
Net income | ($0.65) | $0.56 | $0.39 | $1.23 |
Effect of Dilutive Securities [Abstract] | ||||
Convertible Securities | $0 | $71 | $212 | $213 |
Stock options, warrants and awards | 0 | 0 | 0 | 0 |
Convertible Securities (in shares) | 0 | 2,107,000 | 6,360,000 | 2,912,000 |
Stock options, warrants and awards, common shares (in shares) | 0 | 529,000 | 628,000 | 599,000 |
Earnings (loss) per common share - Diluted: | ||||
Net income plus assumed conversions | -66,309 | 61,496 | 40,476 | 136,069 |
Diluted shares (in shares) | 101,811,000 | 111,951,000 | 109,612,000 | 113,968,000 |
Diluted earnings per share (per share) | ($0.65) | $0.55 | $0.37 | $1.19 |
Aggregate number of stock options, warrants and awards excluded from the computation of diluted EPS (in shares) | 300,000 | 2,100,000 | 900,000 | 2,100,000 |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | ($66,309) | $61,425 | $40,264 | $135,856 |
Weighted Average Number of Shares Outstanding, Basic | 101,811,000 | 109,315,000 | 102,624,000 | 110,457,000 |
Antidilutive shares excluded from earnings per share due to net loss | 9,600,000 | 9,600,000 |
EarningsPer_Share_Data_Convert
EarningsPer Share Data Convertible Debt (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | |
treasury stock method average share price to include dilutive securities | $27.11 |
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | |
treasury stock method average share price to include dilutive securities | $40.82 |
3.25% Convertible Senior Debentures, Due 2035 [Member] | |
treasury stock method average share price to include dilutive securities | $78.74 |
3.75% Convertible Senior Subordinated Notes Due 2042 [Member] | |
treasury stock method average share price to include dilutive securities | $41.50 |
3.5% Convertible senior subordinated debt [Domain] | |
treasury stock method average share price to include dilutive securities | $70 |
Restructuring_and_Other_Relate1
Restructuring and Other Related Charges (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Restructuring liabilities [Roll Forward] | |
Restructuring liabilities, beginning | $8.50 |
Restructuring liabilities, utilized | -2.3 |
Restructuring liabilities, ending | 6.2 |
Severance and Employment Agreement Buy-outs - CWR Program [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring liabilities, cumulative payments | $3.20 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Commitments and Contingencies Disclosure [Abstract] | ||||
Settlement, litigation and other related charges | $143,484 | $4,931 | $169,615 | $38,227 |
Segment_Information_Segment_In
Segment Information Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ||||
Revenue, Net | $1,581,001 | $1,501,348 | $4,675,901 | $4,630,443 |
Depreciation and amortization expense | -35,773 | -34,329 | -104,821 | -101,633 |
Settlements, litigations and other related charges | -143,484 | -4,931 | -169,615 | -38,227 |
Other charges | -61,632 | -5,036 | -96,906 | -65,757 |
Operating Income (Loss) | -55,857 | 133,731 | 176,926 | 324,649 |
Long Term Care Group [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, Net | 1,219,994 | 1,218,282 | 3,646,081 | 3,822,571 |
Depreciation and amortization expense | -19,642 | -19,447 | -59,070 | -57,225 |
Settlements, litigations and other related charges | -143,484 | -4,931 | -169,615 | -38,027 |
Other charges | -10,764 | 7,455 | -44,065 | -3,674 |
Operating Income (Loss) | 6,213 | 165,180 | 273,994 | 440,102 |
specialty care group [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, Net | 360,847 | 280,036 | 1,028,490 | 798,200 |
Depreciation and amortization expense | -1,176 | -2,278 | -3,433 | -6,748 |
Settlements, litigations and other related charges | 0 | 0 | 0 | -200 |
Other charges | 0 | 0 | 0 | 0 |
Operating Income (Loss) | 29,758 | 24,879 | 90,610 | 72,557 |
Corporate/Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, Net | 160 | 3,030 | 1,330 | 9,672 |
Depreciation and amortization expense | -14,955 | -12,604 | -42,318 | -37,660 |
Settlements, litigations and other related charges | 0 | 0 | 0 | 0 |
Other charges | -50,868 | -12,491 | -52,841 | -62,083 |
Operating Income (Loss) | ($91,828) | ($56,328) | ($187,678) | ($188,010) |
Guarantor_Subsidiaries_Details
Guarantor Subsidiaries (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Summary Consolidating Statements of Income [Abstract] | |||||
Net sales | $1,581,001 | $1,501,348 | $4,675,901 | $4,630,443 | |
Cost of sales | 1,211,183 | 1,130,053 | 3,556,809 | 3,523,702 | |
Gross profit | 369,818 | 371,295 | 1,119,092 | 1,106,741 | |
Selling, general and administrative expenses | 195,382 | 203,550 | 600,896 | 605,552 | |
Provision for doubtful accounts | 25,177 | 24,047 | 74,749 | 72,556 | |
Settlement, litigation and other related charges | 143,484 | 4,931 | 169,615 | 38,227 | |
Other miscellaneous charges | 61,632 | 5,036 | 96,906 | 65,757 | |
Operating income | -55,857 | 133,731 | 176,926 | 324,649 | |
Interest expense, net of investment income | -34,922 | -39,036 | -94,005 | -105,444 | |
Income before income taxes | -90,779 | 94,695 | 82,921 | 219,205 | |
Income tax (benefit) expense | -24,470 | 33,270 | 42,657 | 83,349 | |
Equity of net income (loss) of subsidiaries | 0 | 0 | 0 | 0 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | -66,309 | 61,425 | 40,264 | 135,856 | |
Comprehensive income (loss) | -66,305 | 63,354 | 40,170 | 136,518 | |
ASSETS | |||||
Cash and Cash Equivalents, at Carrying Value | 505,687 | 647,408 | 505,687 | 647,408 | |
Restricted Cash and Investments, Current | 5 | 5 | 1,066 | ||
Accounts Receivable, Net, Current | 741,053 | 741,053 | 857,052 | ||
Inventory, Net | 421,799 | 421,799 | 385,698 | ||
Deferred Tax Assets, Net of Valuation Allowance, Current | 98,089 | 98,089 | 136,186 | ||
Other Assets, Current | 312,226 | 312,226 | 254,644 | ||
Total current assets | 2,078,859 | 2,078,859 | 2,088,859 | ||
Property, Plant and Equipment, Net | 310,225 | 310,225 | 282,660 | ||
Goodwill | 4,253,461 | 4,253,461 | 4,256,959 | ||
Intangible Assets, Net (Excluding Goodwill) | 166,105 | 166,105 | 196,873 | ||
Other Assets, Noncurrent | 106,876 | 106,876 | 163,913 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | 0 | ||
Total assets | 6,915,526 | 6,915,526 | 6,989,264 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Liabilities, Current | 1,124,000 | 1,124,000 | 482,014 | ||
Long-term Debt, Excluding Current Maturities | 1,426,472 | 1,426,472 | 2,030,030 | ||
Deferred income tax liabilities | 983,000 | 983,000 | 914,660 | ||
Other noncurrent liabilities | 55,833 | 55,833 | 56,848 | ||
Stockholders' equity | 3,326,221 | 3,326,221 | 3,505,712 | ||
Total liabilities and stockholders' equity | 6,915,526 | 6,915,526 | 6,989,264 | ||
Cash flows from operating activities: | |||||
Net cash flows (used in) from operating activities | 454,665 | 416,903 | |||
Cash flows from investing activities: | |||||
Acquisition of businesses, net of cash received | -3,798 | -34,411 | |||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 11,083 | 19,207 | |||
Payments to Acquire Marketable Securities | 620 | 25,000 | |||
Capital expenditures | -74,127 | -71,433 | |||
Other Investing Activities | 441 | ||||
Payments for (Proceeds from) Other Investing Activities | -1,061 | -1,348 | |||
Net cash flows used in investing activities | -66,401 | -110,289 | |||
Proceeds from Issuance of Long-term Debt | 0 | 425,000 | |||
Cash flows from financing activities: | |||||
Payments on Term Loans | -15,938 | -19,375 | |||
Payments on long-term borrowings and obligations | -190,403 | -452,302 | |||
Payments of Debt Issuance Costs | -4,851 | -7,164 | |||
Option indexed to issuers equity cash paid | 0 | -48,126 | |||
Proceeds from (Repayments of) Bank Overdrafts | -11,490 | -1,540 | |||
Payments for Omnicare common stock repurchase | -91,259 | -110,919 | |||
Dividends paid | -43,011 | -30,765 | |||
Proceeds from (payments for) Other Financing Activities including disc Ops | 20,162 | -2,981 | |||
Net Cash Provided by (Used in) Financing Activities | -336,790 | -239,468 | |||
Net increase (decrease) in cash and cash equivalents | 51,474 | 67,146 | |||
Cash and cash equivalents at beginning of period | 454,213 | 580,262 | |||
Cash and cash equivalents at end of period | 505,687 | 647,408 | 505,687 | 647,408 | |
Parent Company [Member] | |||||
Summary Consolidating Statements of Income [Abstract] | |||||
Net sales | 0 | 0 | 0 | 0 | |
Cost of sales | 0 | 0 | 0 | 0 | |
Gross profit | 0 | 0 | 0 | 0 | |
Selling, general and administrative expenses | 1,504 | 988 | 3,696 | 3,110 | |
Provision for doubtful accounts | 0 | 0 | 0 | 0 | |
Settlement, litigation and other related charges | 0 | 0 | 0 | 0 | |
Other miscellaneous charges | 0 | 0 | 0 | 35,092 | |
Operating income | -1,504 | -988 | -3,696 | -38,202 | |
Interest expense, net of investment income | -34,583 | -37,625 | -92,757 | -103,146 | |
Income before income taxes | -36,087 | -38,613 | -96,453 | -141,348 | |
Income tax (benefit) expense | -14,190 | -15,116 | -37,395 | -54,772 | |
Equity of net income (loss) of subsidiaries | -44,412 | 84,922 | 99,322 | 222,432 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | -66,309 | 61,425 | 40,264 | 135,856 | |
Comprehensive income (loss) | -66,305 | 63,354 | 40,170 | 136,518 | |
ASSETS | |||||
Cash and Cash Equivalents, at Carrying Value | 428,003 | 551,236 | 428,003 | 551,236 | |
Restricted Cash and Investments, Current | 0 | 0 | 0 | ||
Accounts Receivable, Net, Current | 0 | 0 | 0 | ||
Inventory, Net | 0 | 0 | 0 | ||
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | 0 | 0 | ||
Other Assets, Current | 2,683 | 2,683 | 1,765 | ||
Total current assets | 430,686 | 430,686 | 385,439 | ||
Property, Plant and Equipment, Net | 0 | 0 | 0 | ||
Goodwill | 0 | 0 | 0 | ||
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | 0 | ||
Other Assets, Noncurrent | 47,654 | 47,654 | 75,336 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 5,194,188 | 5,194,188 | 5,453,702 | ||
Total assets | 5,672,528 | 5,672,528 | 5,914,477 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Liabilities, Current | 584,220 | 584,220 | 60,454 | ||
Long-term Debt, Excluding Current Maturities | 1,411,458 | 1,411,458 | 2,012,807 | ||
Deferred income tax liabilities | 350,629 | 350,629 | 335,504 | ||
Other noncurrent liabilities | 0 | 0 | 0 | ||
Stockholders' equity | 3,326,221 | 3,326,221 | 3,505,712 | ||
Total liabilities and stockholders' equity | 5,672,528 | 5,672,528 | 5,914,477 | ||
Cash flows from operating activities: | |||||
Net cash flows (used in) from operating activities | -42,519 | -43,685 | |||
Cash flows from investing activities: | |||||
Acquisition of businesses, net of cash received | 0 | 0 | |||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 0 | 0 | |||
Payments to Acquire Marketable Securities | -25,000 | ||||
Capital expenditures | 0 | 0 | |||
Payments for (Proceeds from) Other Investing Activities | 227 | 0 | |||
Net cash flows used in investing activities | -227 | -25,000 | |||
Proceeds from Issuance of Long-term Debt | 425,000 | ||||
Cash flows from financing activities: | |||||
Payments on Term Loans | -15,938 | -19,375 | |||
Payments on long-term borrowings and obligations | -190,403 | -452,302 | |||
Payments of Debt Issuance Costs | -4,851 | ||||
Option indexed to issuers equity cash paid | -48,126 | ||||
Proceeds from (Repayments of) Bank Overdrafts | -10,232 | ||||
Payments for Omnicare common stock repurchase | -91,259 | -110,919 | |||
Dividends paid | -43,011 | -30,765 | |||
Proceeds from (payments for) Other Financing Activities including disc Ops | 442,769 | 396,155 | |||
Net Cash Provided by (Used in) Financing Activities | 87,075 | 159,668 | |||
Net increase (decrease) in cash and cash equivalents | 44,329 | 90,983 | |||
Cash and cash equivalents at beginning of period | 383,674 | 460,253 | |||
Cash and cash equivalents at end of period | 428,003 | 551,236 | 428,003 | 551,236 | |
Guarantor Subsidiaries [Member] | Convertible Senior Debentures [Member] | |||||
Summary Consolidating Statements of Income [Abstract] | |||||
Net sales | 0 | 0 | 0 | 0 | |
Cost of sales | 0 | 0 | 0 | 0 | |
Gross profit | 0 | 0 | 0 | 0 | |
Selling, general and administrative expenses | 417 | 364 | 1,233 | 1,032 | |
Provision for doubtful accounts | 0 | 0 | 0 | 0 | |
Settlement, litigation and other related charges | 0 | 0 | 0 | 0 | |
Other miscellaneous charges | 0 | 0 | 0 | 0 | |
Operating income | -417 | -364 | -1,233 | -1,032 | |
Interest expense, net of investment income | 0 | 0 | 0 | 0 | |
Income before income taxes | -417 | -364 | -1,233 | -1,032 | |
Income tax (benefit) expense | -164 | -142 | -478 | -400 | |
Equity of net income (loss) of subsidiaries | 0 | 0 | 0 | 0 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | -253 | -222 | -755 | -632 | |
Comprehensive income (loss) | -253 | -222 | -755 | -632 | |
ASSETS | |||||
Cash and Cash Equivalents, at Carrying Value | 0 | 0 | 0 | 0 | |
Restricted Cash and Investments, Current | 0 | 0 | 0 | ||
Accounts Receivable, Net, Current | 190 | 190 | 204 | ||
Inventory, Net | 0 | 0 | 0 | ||
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | 0 | 0 | ||
Other Assets, Current | 0 | 0 | 0 | ||
Total current assets | 190 | 190 | 204 | ||
Property, Plant and Equipment, Net | 20 | 20 | 22 | ||
Goodwill | 0 | 0 | 0 | ||
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | 0 | ||
Other Assets, Noncurrent | 20 | 20 | 19 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | 0 | ||
Total assets | 230 | 230 | 245 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Liabilities, Current | 0 | 0 | 54 | ||
Long-term Debt, Excluding Current Maturities | 0 | 0 | 0 | ||
Deferred income tax liabilities | 0 | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | 0 | ||
Stockholders' equity | 230 | 230 | 191 | ||
Total liabilities and stockholders' equity | 230 | 230 | 245 | ||
Cash flows from operating activities: | |||||
Net cash flows (used in) from operating activities | 0 | 0 | |||
Cash flows from investing activities: | |||||
Acquisition of businesses, net of cash received | 0 | 0 | |||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 0 | 0 | |||
Payments to Acquire Marketable Securities | 0 | ||||
Capital expenditures | 0 | 0 | |||
Payments for (Proceeds from) Other Investing Activities | 0 | 0 | |||
Net cash flows used in investing activities | 0 | 0 | |||
Proceeds from Issuance of Long-term Debt | 0 | ||||
Cash flows from financing activities: | |||||
Payments on Term Loans | 0 | 0 | |||
Payments on long-term borrowings and obligations | 0 | 0 | |||
Payments of Debt Issuance Costs | 0 | ||||
Option indexed to issuers equity cash paid | 0 | ||||
Proceeds from (Repayments of) Bank Overdrafts | 0 | ||||
Payments for Omnicare common stock repurchase | 0 | 0 | |||
Dividends paid | 0 | 0 | |||
Proceeds from (payments for) Other Financing Activities including disc Ops | 0 | 0 | |||
Net Cash Provided by (Used in) Financing Activities | 0 | 0 | |||
Net increase (decrease) in cash and cash equivalents | 0 | 0 | |||
Cash and cash equivalents at beginning of period | 0 | 0 | |||
Cash and cash equivalents at end of period | 0 | 0 | 0 | 0 | |
Guarantor Subsidiaries [Member] | Guaranteed Senior Notes Payable [Member] | |||||
Summary Consolidating Statements of Income [Abstract] | |||||
Net sales | 1,550,628 | 1,467,240 | 4,579,718 | 4,525,967 | |
Cost of sales | 1,193,518 | 1,108,650 | 3,501,068 | 3,456,366 | |
Gross profit | 357,110 | 358,590 | 1,078,650 | 1,069,601 | |
Selling, general and administrative expenses | 189,532 | 196,993 | 582,512 | 586,237 | |
Provision for doubtful accounts | 24,699 | 23,591 | 73,301 | 71,176 | |
Settlement, litigation and other related charges | 143,484 | 4,931 | 169,615 | 38,227 | |
Other miscellaneous charges | 54,361 | 14,951 | 89,635 | 34,677 | |
Operating income | -54,966 | 118,124 | 163,587 | 339,284 | |
Interest expense, net of investment income | -341 | -1,359 | -884 | -1,897 | |
Income before income taxes | -55,307 | 116,765 | 162,703 | 337,387 | |
Income tax (benefit) expense | -13,390 | 45,717 | 70,770 | 130,624 | |
Equity of net income (loss) of subsidiaries | 0 | 0 | 0 | 0 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | -41,917 | 71,048 | 91,933 | 206,763 | |
Comprehensive income (loss) | -41,917 | 71,048 | 91,933 | 206,763 | |
ASSETS | |||||
Cash and Cash Equivalents, at Carrying Value | 64,975 | 76,916 | 64,975 | 76,916 | |
Restricted Cash and Investments, Current | 5 | 5 | 1,066 | ||
Accounts Receivable, Net, Current | 736,423 | 736,423 | 849,753 | ||
Inventory, Net | 414,238 | 414,238 | 379,448 | ||
Deferred Tax Assets, Net of Valuation Allowance, Current | 98,294 | 98,294 | 137,736 | ||
Other Assets, Current | 287,807 | 287,807 | 248,833 | ||
Total current assets | 1,601,742 | 1,601,742 | 1,675,148 | ||
Property, Plant and Equipment, Net | 305,542 | 305,542 | 276,056 | ||
Goodwill | 4,224,637 | 4,224,637 | 4,219,900 | ||
Intangible Assets, Net (Excluding Goodwill) | 163,718 | 163,718 | 193,852 | ||
Other Assets, Noncurrent | 59,200 | 59,200 | 93,508 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | 0 | ||
Total assets | 6,354,839 | 6,354,839 | 6,458,464 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Liabilities, Current | 820,997 | 820,997 | 587,025 | ||
Long-term Debt, Excluding Current Maturities | 15,014 | 15,014 | 17,223 | ||
Deferred income tax liabilities | 617,369 | 617,369 | 559,405 | ||
Other noncurrent liabilities | 54,183 | 54,183 | 68,161 | ||
Stockholders' equity | 4,847,276 | 4,847,276 | 5,226,650 | ||
Total liabilities and stockholders' equity | 6,354,839 | 6,354,839 | 6,458,464 | ||
Cash flows from operating activities: | |||||
Net cash flows (used in) from operating activities | 505,815 | 457,344 | |||
Cash flows from investing activities: | |||||
Acquisition of businesses, net of cash received | -3,798 | -34,411 | |||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 675 | 19,207 | |||
Payments to Acquire Marketable Securities | 0 | ||||
Capital expenditures | -72,832 | -69,486 | |||
Payments for (Proceeds from) Other Investing Activities | -668 | -850 | |||
Net cash flows used in investing activities | -75,287 | -83,840 | |||
Proceeds from Issuance of Long-term Debt | 0 | ||||
Cash flows from financing activities: | |||||
Payments on Term Loans | 0 | 0 | |||
Payments on long-term borrowings and obligations | 0 | ||||
Payments of Debt Issuance Costs | 0 | ||||
Option indexed to issuers equity cash paid | 0 | ||||
Proceeds from (Repayments of) Bank Overdrafts | -1,258 | ||||
Payments for Omnicare common stock repurchase | 0 | 0 | |||
Dividends paid | 0 | 0 | |||
Proceeds from (payments for) Other Financing Activities including disc Ops | -422,607 | -398,374 | |||
Net Cash Provided by (Used in) Financing Activities | -423,865 | -398,374 | |||
Net increase (decrease) in cash and cash equivalents | 6,663 | -24,870 | |||
Cash and cash equivalents at beginning of period | 58,312 | 101,786 | |||
Cash and cash equivalents at end of period | 64,975 | 76,916 | 64,975 | 76,916 | |
Non-Guarantor Subsidiaries [Member] | Convertible Senior Debentures [Member] | |||||
Summary Consolidating Statements of Income [Abstract] | |||||
Net sales | 1,581,001 | 1,501,348 | 4,675,901 | 4,630,443 | |
Cost of sales | 1,211,183 | 1,130,053 | 3,556,809 | 3,523,702 | |
Gross profit | 369,818 | 371,295 | 1,119,092 | 1,106,741 | |
Selling, general and administrative expenses | 193,461 | 202,198 | 595,967 | 601,410 | |
Provision for doubtful accounts | 25,177 | 24,047 | 74,749 | 72,556 | |
Settlement, litigation and other related charges | 143,484 | 4,931 | 169,615 | 38,227 | |
Other miscellaneous charges | 61,632 | 5,036 | 96,906 | 30,665 | |
Operating income | -53,936 | 135,083 | 181,855 | 363,883 | |
Interest expense, net of investment income | -339 | -1,411 | -1,248 | -2,298 | |
Income before income taxes | -54,275 | 133,672 | 180,607 | 361,585 | |
Income tax (benefit) expense | -10,116 | 48,528 | 80,530 | 138,521 | |
Equity of net income (loss) of subsidiaries | 0 | 0 | 0 | 0 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | -44,159 | 85,144 | 100,077 | 223,064 | |
Comprehensive income (loss) | -44,159 | 87,071 | 100,077 | 224,448 | |
ASSETS | |||||
Cash and Cash Equivalents, at Carrying Value | 77,684 | 96,172 | 77,684 | 96,172 | |
Restricted Cash and Investments, Current | 5 | 5 | 1,066 | ||
Accounts Receivable, Net, Current | 741,053 | 741,053 | 857,052 | ||
Inventory, Net | 421,799 | 421,799 | 385,698 | ||
Deferred Tax Assets, Net of Valuation Allowance, Current | 98,089 | 98,089 | 137,736 | ||
Other Assets, Current | 309,543 | 309,543 | 252,879 | ||
Total current assets | 1,648,173 | 1,648,173 | 1,704,970 | ||
Property, Plant and Equipment, Net | 310,205 | 310,205 | 282,638 | ||
Goodwill | 4,253,461 | 4,253,461 | 4,256,959 | ||
Intangible Assets, Net (Excluding Goodwill) | 166,105 | 166,105 | 196,873 | ||
Other Assets, Noncurrent | 59,202 | 59,202 | 88,558 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | 0 | ||
Total assets | 6,437,146 | 6,437,146 | 6,529,998 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Liabilities, Current | 539,970 | 539,970 | 421,710 | ||
Long-term Debt, Excluding Current Maturities | 15,014 | 15,014 | 17,223 | ||
Deferred income tax liabilities | 632,371 | 632,371 | 580,706 | ||
Other noncurrent liabilities | 55,833 | 55,833 | 56,848 | ||
Stockholders' equity | 5,193,958 | 5,193,958 | 5,453,511 | ||
Total liabilities and stockholders' equity | 6,437,146 | 6,437,146 | 6,529,998 | ||
Cash flows from operating activities: | |||||
Net cash flows (used in) from operating activities | 497,184 | 460,588 | |||
Cash flows from investing activities: | |||||
Acquisition of businesses, net of cash received | -3,798 | -34,411 | |||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 11,083 | 19,207 | |||
Payments to Acquire Marketable Securities | 0 | ||||
Capital expenditures | -74,127 | -71,433 | |||
Payments for (Proceeds from) Other Investing Activities | -668 | -1,348 | |||
Net cash flows used in investing activities | -66,174 | -85,289 | |||
Proceeds from Issuance of Long-term Debt | 0 | ||||
Cash flows from financing activities: | |||||
Payments on Term Loans | 0 | 0 | |||
Payments on long-term borrowings and obligations | 0 | 0 | |||
Payments of Debt Issuance Costs | 0 | ||||
Option indexed to issuers equity cash paid | 0 | ||||
Proceeds from (Repayments of) Bank Overdrafts | -1,258 | ||||
Payments for Omnicare common stock repurchase | 0 | 0 | |||
Dividends paid | 0 | 0 | |||
Proceeds from (payments for) Other Financing Activities including disc Ops | -422,607 | -399,136 | |||
Net Cash Provided by (Used in) Financing Activities | -423,865 | -399,136 | |||
Net increase (decrease) in cash and cash equivalents | 7,145 | -23,837 | |||
Cash and cash equivalents at beginning of period | 70,539 | 120,009 | |||
Cash and cash equivalents at end of period | 77,684 | 96,172 | 77,684 | 96,172 | |
Non-Guarantor Subsidiaries [Member] | Guaranteed Senior Notes Payable [Member] | |||||
Summary Consolidating Statements of Income [Abstract] | |||||
Net sales | 30,373 | 34,108 | 96,183 | 104,476 | |
Cost of sales | 17,665 | 21,403 | 55,741 | 67,336 | |
Gross profit | 12,708 | 12,705 | 40,442 | 37,140 | |
Selling, general and administrative expenses | 4,346 | 5,569 | 14,688 | 16,205 | |
Provision for doubtful accounts | 478 | 456 | 1,448 | 1,380 | |
Settlement, litigation and other related charges | 0 | 0 | 0 | 0 | |
Other miscellaneous charges | 7,271 | -9,915 | 7,271 | -4,012 | |
Operating income | 613 | 16,595 | 17,035 | 23,567 | |
Interest expense, net of investment income | 2 | -52 | -364 | -401 | |
Income before income taxes | 615 | 16,543 | 16,671 | 23,166 | |
Income tax (benefit) expense | 3,110 | 2,669 | 9,282 | 7,497 | |
Equity of net income (loss) of subsidiaries | 0 | 0 | 0 | 0 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | -2,495 | 13,874 | 7,389 | 15,669 | |
Comprehensive income (loss) | -2,495 | 15,801 | 7,389 | 17,053 | |
ASSETS | |||||
Cash and Cash Equivalents, at Carrying Value | 12,709 | 19,256 | 12,709 | 19,256 | |
Restricted Cash and Investments, Current | 0 | 0 | 0 | ||
Accounts Receivable, Net, Current | 312,572 | 312,572 | 197,370 | ||
Inventory, Net | 7,561 | 7,561 | 6,250 | ||
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | 0 | 0 | ||
Other Assets, Current | 21,736 | 21,736 | 14,871 | ||
Total current assets | 354,578 | 354,578 | 230,718 | ||
Property, Plant and Equipment, Net | 4,683 | 4,683 | 6,604 | ||
Goodwill | 28,824 | 28,824 | 37,059 | ||
Intangible Assets, Net (Excluding Goodwill) | 2,387 | 2,387 | 3,021 | ||
Other Assets, Noncurrent | 22 | 22 | 11,382 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | 0 | ||
Total assets | 390,494 | 390,494 | 288,784 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Liabilities, Current | 26,725 | 26,725 | 35,431 | ||
Long-term Debt, Excluding Current Maturities | 0 | 0 | 5,000 | ||
Deferred income tax liabilities | 15,207 | 15,207 | 21,301 | ||
Other noncurrent liabilities | 1,650 | 1,650 | 0 | ||
Stockholders' equity | 346,912 | 346,912 | 227,052 | ||
Total liabilities and stockholders' equity | 390,494 | 390,494 | 288,784 | ||
Cash flows from operating activities: | |||||
Net cash flows (used in) from operating activities | -8,631 | 3,244 | |||
Cash flows from investing activities: | |||||
Acquisition of businesses, net of cash received | 0 | 0 | |||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 10,408 | 0 | |||
Payments to Acquire Marketable Securities | 0 | ||||
Capital expenditures | -1,295 | -1,947 | |||
Payments for (Proceeds from) Other Investing Activities | 0 | -498 | |||
Net cash flows used in investing activities | 9,113 | -1,449 | |||
Proceeds from Issuance of Long-term Debt | 0 | ||||
Cash flows from financing activities: | |||||
Payments on Term Loans | 0 | 0 | |||
Payments on long-term borrowings and obligations | 0 | ||||
Payments of Debt Issuance Costs | 0 | ||||
Option indexed to issuers equity cash paid | 0 | ||||
Proceeds from (Repayments of) Bank Overdrafts | 0 | ||||
Payments for Omnicare common stock repurchase | 0 | 0 | |||
Dividends paid | 0 | 0 | |||
Proceeds from (payments for) Other Financing Activities including disc Ops | 0 | -762 | |||
Net Cash Provided by (Used in) Financing Activities | 0 | -762 | |||
Net increase (decrease) in cash and cash equivalents | 482 | 1,033 | |||
Cash and cash equivalents at beginning of period | 12,227 | 18,223 | |||
Cash and cash equivalents at end of period | 12,709 | 19,256 | 12,709 | 19,256 | |
Consolidating, Eliminating Adjustments [Member] | |||||
Summary Consolidating Statements of Income [Abstract] | |||||
Comprehensive income (loss) | 44,412 | -86,849 | |||
Consolidating, Eliminating Adjustments [Member] | Convertible Senior Debentures [Member] | |||||
Summary Consolidating Statements of Income [Abstract] | |||||
Net sales | 0 | 0 | 0 | 0 | |
Cost of sales | 0 | 0 | 0 | 0 | |
Gross profit | 0 | 0 | 0 | 0 | |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 | |
Provision for doubtful accounts | 0 | 0 | 0 | 0 | |
Settlement, litigation and other related charges | 0 | 0 | 0 | 0 | |
Other miscellaneous charges | 0 | 0 | 0 | 0 | |
Operating income | 0 | 0 | 0 | 0 | |
Interest expense, net of investment income | 0 | 0 | 0 | 0 | |
Income before income taxes | 0 | 0 | 0 | 0 | |
Income tax (benefit) expense | 0 | 0 | 0 | 0 | |
Equity of net income (loss) of subsidiaries | 44,412 | -84,922 | -99,322 | -222,432 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | 44,412 | -84,922 | -99,322 | -222,432 | |
ASSETS | |||||
Cash and Cash Equivalents, at Carrying Value | 0 | 0 | |||
Restricted Cash and Investments, Current | 0 | 0 | 0 | ||
Accounts Receivable, Net, Current | -190 | -190 | -204 | ||
Inventory, Net | 0 | 0 | 0 | ||
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | 0 | -1,550 | ||
Other Assets, Current | 0 | 0 | 0 | ||
Total current assets | -190 | -190 | -1,754 | ||
Property, Plant and Equipment, Net | 0 | 0 | 0 | ||
Goodwill | 0 | 0 | 0 | ||
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | 0 | ||
Other Assets, Noncurrent | 0 | 0 | 0 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | -5,194,188 | -5,194,188 | -5,453,702 | ||
Total assets | -5,194,378 | -5,194,378 | -5,455,456 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Liabilities, Current | -190 | -190 | -204 | ||
Long-term Debt, Excluding Current Maturities | 0 | 0 | 0 | ||
Deferred income tax liabilities | 0 | 0 | -1,550 | ||
Other noncurrent liabilities | 0 | 0 | 0 | ||
Stockholders' equity | -5,194,188 | -5,194,188 | -5,453,702 | ||
Total liabilities and stockholders' equity | -5,194,378 | -5,194,378 | -5,455,456 | ||
Cash flows from financing activities: | |||||
Cash and cash equivalents at beginning of period | 0 | ||||
Cash and cash equivalents at end of period | 0 | 0 | |||
Consolidating, Eliminating Adjustments [Member] | Guaranteed Senior Notes Payable [Member] | |||||
Summary Consolidating Statements of Income [Abstract] | |||||
Net sales | 0 | 0 | 0 | 0 | |
Cost of sales | 0 | 0 | 0 | 0 | |
Gross profit | 0 | 0 | 0 | 0 | |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 | |
Provision for doubtful accounts | 0 | 0 | 0 | 0 | |
Settlement, litigation and other related charges | 0 | 0 | 0 | 0 | |
Other miscellaneous charges | 0 | 0 | 0 | 0 | |
Operating income | 0 | 0 | 0 | 0 | |
Interest expense, net of investment income | 0 | 0 | 0 | 0 | |
Income before income taxes | 0 | 0 | 0 | 0 | |
Income tax (benefit) expense | 0 | 0 | 0 | 0 | |
Equity of net income (loss) of subsidiaries | 44,412 | -84,922 | -99,322 | -222,432 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | 44,412 | -84,922 | -99,322 | -222,432 | |
Comprehensive income (loss) | -99,322 | -223,816 | |||
ASSETS | |||||
Cash and Cash Equivalents, at Carrying Value | 0 | 0 | |||
Restricted Cash and Investments, Current | 0 | 0 | 0 | ||
Accounts Receivable, Net, Current | -307,942 | -307,942 | -190,071 | ||
Inventory, Net | 0 | 0 | 0 | ||
Deferred Tax Assets, Net of Valuation Allowance, Current | -205 | -205 | -1,550 | ||
Other Assets, Current | 0 | 0 | -10,825 | ||
Total current assets | -308,147 | -308,147 | -202,446 | ||
Property, Plant and Equipment, Net | 0 | 0 | 0 | ||
Goodwill | 0 | 0 | 0 | ||
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | 0 | ||
Other Assets, Noncurrent | 0 | 0 | -16,313 | ||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | -5,194,188 | -5,194,188 | -5,453,702 | ||
Total assets | -5,502,335 | -5,502,335 | -5,672,461 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Liabilities, Current | -307,942 | -307,942 | -200,896 | ||
Long-term Debt, Excluding Current Maturities | 0 | 0 | -5,000 | ||
Deferred income tax liabilities | -205 | -205 | -1,550 | ||
Other noncurrent liabilities | 0 | 0 | -11,313 | ||
Stockholders' equity | -5,194,188 | -5,194,188 | -5,453,702 | ||
Total liabilities and stockholders' equity | -5,502,335 | -5,502,335 | -5,672,461 | ||
Cash flows from financing activities: | |||||
Cash and cash equivalents at beginning of period | 0 | ||||
Cash and cash equivalents at end of period | $0 | $0 |