Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended |
Mar. 31, 2015 | |
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 | 31-Mar-15 |
Document Fiscal Year Focus | 2015 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | FALSE |
Entity Common Stock, Shares Outstanding | 96,876,512 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME UNAUDITED (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenue, Net | $1,659,842 | $1,571,038 |
Cost of sales | 1,310,379 | 1,212,584 |
Gross profit | 349,463 | 358,454 |
Selling, general and administrative expenses | 167,423 | 186,813 |
Provision for doubtful accounts | 19,191 | 21,561 |
Settlement, litigation and other related charges | 9,820 | 7,052 |
Other charges | 1,049 | 10,276 |
Operating income | 151,980 | 132,752 |
Interest expense, net of investment income | -27,649 | -29,441 |
Income before income taxes | 124,331 | 103,311 |
Income tax (benefit) expense | 46,942 | 39,673 |
Income from continuing operations | 77,389 | 63,638 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 136 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 77,389 | 63,774 |
Earnings (loss) per common share - Basic: | ||
Income (Loss) from Continuing Operations, Per Basic Share | $0.80 | $0.65 |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share | $0 | $0 |
Net income | $0.80 | $0.65 |
Earnings (loss) per common share - Diluted: | ||
Income (Loss) from Continuing Operations, Per Diluted Share | $0.75 | $0.59 |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share | $0 | $0 |
Diluted earnings per share | $0.75 | $0.59 |
Dividends per common share | $0.22 | $0.20 |
Weighted average number of common shares outstanding: | ||
Weighted Average Number of Shares Outstanding, Basic | 96,721 | 98,566 |
Diluted shares | 103,195 | 107,767 |
Comprehensive income (loss) | $77,539 | $63,997 |
CONSOLIDATED_BALANCE_SHEETS_UN
CONSOLIDATED BALANCE SHEETS UNAUDITED (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $322,493 | $153,799 |
Accounts receivable, less allowances of $214,429 (2014 - 201,875) | 632,606 | 578,761 |
Inventories | 463,912 | 519,584 |
Deferred income tax benefits | 60,227 | 59,200 |
Other current assets | 201,684 | 287,560 |
Total current assets | 1,680,922 | 1,598,904 |
Properties and equipment, at cost less accumulated depreciation of $346,631 (2014-$332,684) | 268,827 | 267,753 |
Goodwill | 4,064,951 | 4,061,806 |
Identifiable intangible assets, less accumulated amortization of $264,482 (2014-$257,283) | 97,090 | 98,942 |
Other noncurrent assets | 74,847 | 80,385 |
Total noncurrent assets | 4,505,715 | 4,508,886 |
Total assets | 6,186,637 | 6,107,790 |
Current liabilities: | ||
Accounts payable | 327,842 | 219,358 |
Accrued employee compensation | 38,557 | 46,830 |
Debt, Current | 448,754 | 446,717 |
Other current liabilities | 198,246 | 154,726 |
Current liabilities of discontinued operations | 0 | |
Total current liabilities | 1,013,399 | 867,631 |
Long-term debt, net | 1,512,316 | 1,517,559 |
Deferred income tax liabilities | 943,262 | 936,247 |
Other noncurrent liabilities | 44,111 | 45,926 |
Total noncurrent liabilities | 2,499,689 | 2,499,732 |
Total liabilities | 3,513,088 | 3,367,363 |
Convertible Debt (Note 5) | 148,334 | 151,706 |
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, 138,803,186 shares issued (2014,138,425,862 shares issued) | 138,803 | 138,426 |
Paid in capital | 2,238,850 | 2,210,526 |
Retained earnings | 1,813,359 | 1,757,386 |
Treasury stock, at cost- 41,926,674 shares (2014-39,997,930 shares ) | -1,663,122 | -1,514,792 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | -2,675 | -2,825 |
Total stockholders' equity | 2,525,215 | 2,588,721 |
Total liabilities and stockholders' equity | $6,186,637 | $6,107,790 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income (loss) | $77,389 | $63,774 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | -136 |
Adjustments to reconcile net income to net cash flows from operating activities: | ||
Depreciation expense | 14,697 | 13,934 |
Amortization expense | 16,666 | 19,802 |
Changes in assets and liabilities, net of effects from acquisition and divestiture of businesses: | ||
Accounts receivable, net of provision for doubtful accounts | -63,352 | -64,041 |
Inventories | 56,000 | 69,784 |
Other current and noncurrent assets | 101,418 | -4,450 |
Accounts payable | 94,298 | 54,154 |
Accrued employee compensation | -8,478 | -4,647 |
Current and noncurrent liabilities | 47,618 | 23,412 |
Net cash flows from operating activities of continuing operations | 336,256 | 171,586 |
Net cash flows from operating activities of discontinued operations | 0 | 5,912 |
Net cash flows from operating activities | 336,256 | 177,498 |
Cash flows from investing activities: | ||
Acquisition of businesses, net of cash received | -9,328 | 0 |
Proceeds from Divestiture of Businesses | 0 | 3,629 |
Capital expenditures | -13,473 | -26,165 |
Payments for (Proceeds from) Other Investing Activities | 0 | -12 |
Net cash flows used in investing activities of continuing operations | -22,801 | -22,524 |
Net cash flows used in investing activities of discontinued operations | 0 | -296 |
Net cash flows used in investing activities | -22,801 | -22,820 |
Cash flows from financing activities: | ||
Payments on Term Loans | -5,000 | -5,313 |
Payments on long-term borrowings and obligations | -2,385 | -39,030 |
Payments of Debt Issuance Costs | -1,977 | 0 |
Increase (decrease) in cash overdraft balance | 13,734 | -3,537 |
Payments for Omnicare common stock repurchases | -125,000 | -95,417 |
Proceeds for stock awards and exercise of stock options, net of stock tendered in payment | -6,512 | 3,968 |
Dividends paid | -21,171 | -19,596 |
Other | 3,550 | 849 |
Net Cash Provided by (Used in) Financing Activities | -144,761 | -158,076 |
Net increase (decrease) in cash and cash equivalents | 168,694 | -3,398 |
Increase (decrease) in cash and cash equivalents of discontinued operations | 0 | 5,616 |
Increase (decrease) in cash and cash equivalents of continuing operations | 168,694 | -9,014 |
Cash and cash equivalents at beginning of period | 153,799 | 356,001 |
Cash and cash equivalents at end of period | $322,493 | $346,987 |
CONSOLIDATED_BALANCE_SHEET_PAR
CONSOLIDATED BALANCE SHEET (PARENTHETICAL) UNAUDITED (Parentheticals) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Parenthetical Balance Sheet [Abstract] | ||
Allowance for Doubtful Accounts Receivable, Current | $214,429 | $202,602 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 295,490 | 263,603 |
Finite-Lived Intangible Assets, Accumulated Amortization | 250,518 | 227,657 |
Preferred Stock, No Par Value | $0 | $0 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $1 | $1 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 135,487,957 | 134,623,736 |
Treasury Stock, Shares | 37,604,106 | 34,013,923 |
Interest Income, Notes Receivable | 1,000 | |
Amortization of Financing Costs | $1,000 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
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 2014 Annual Report on Form 10-K (“2014 Annual Report”), and the interim reporting requirements of Form 10-Q. Accordingly, certain information and disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The Consolidated Financial Statements should be read in conjunction with the Company’s consolidated financial statements and related notes included in the 2014 Annual Report, together with any related updates included in the Company’s subsequent periodic Securities and Exchange Commission (“SEC”) filings. Certain prior year amounts have been reclassified to conform to the current year presentation. |
Significant_Accounting_Policie
Significant Accounting Policies Fair value (Notes) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Value |
Embedded in certain series of the Company’s convertible debt securities are derivative instruments - contingent interest provisions, interest reset provisions and contingent conversion parity provisions. The embedded derivatives are valued quarterly using Level 3 inputs, and at March 31, 2015 and December 31, 2014, the values of the derivatives embedded in the convertible debt securities were not material. See “Note 5 - Debt”. |
Significant_Accounting_Policie1
Significant Accounting Policies Recently Issued Accounting Standards (Notes) | 3 Months Ended |
Mar. 31, 2015 | |
Recently Issued Accounting Standards [Abstract] | |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03 “Simplifying the Presentation of Debt Issuance Costs”. The update requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The Company is currently in the process of evaluating the impact of adoption of this ASU on its Consolidated Financial Statements. |
In February 2015, the FASB issued ASU 2015-02 “Amendments to the Consolidation Analysis”. The amendments in this update change the analysis that a reporting entity must conduct to determine whether limited partnerships and similar legal entities should be consolidated. The guidance responds to public concerns that current accounting for certain legal entities might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. The update is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company does not anticipate that the adoption of this standard will have a material impact on its Consolidated Financial Statements. | |
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which provides guidance for revenue recognition. The standard’s core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosures. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. The Company is currently in the process of evaluating the impact of adoption of this ASU on its Consolidated Financial Statements. |
Discontinued_operations_Notes
Discontinued operations (Notes) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Discontinued operations [Abstract] | |||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | In the fourth quarter of 2013, the Company’s end-of-life hospice pharmacy business (“Hospice”) as well as certain retail operations (“Retail”) qualified for discontinued operations treatment. In the second quarter of 2014, the Company finalized the sale of Retail for net proceeds of approximately $6 million and in the third quarter of 2014, the Company finalized the sale of Hospice for net proceeds of approximately $65 million. There was no activity related to Hospice or Retail in the three months ended March 31, 2015. | ||||
Selected financial information related to the discontinued operations follows (in thousands): | |||||
Three Months Ended | |||||
March 31, | |||||
2014 | |||||
Net Sales | |||||
Hospice | $ | 48,357 | |||
Retail | 10,170 | ||||
Net sales - total discontinued | 58,527 | ||||
Income (loss) from operations, pretax | |||||
Hospice | 1,214 | ||||
Retail | (474 | ) | |||
Income from operations - total discontinued, pretax | 740 | ||||
Income tax (benefit) expense | |||||
Hospice | 776 | ||||
Retail | (172 | ) | |||
Income tax expense - total discontinued | 604 | ||||
Income (loss) from discontinued operations | |||||
Hospice | 438 | ||||
Retail | (302 | ) | |||
Income from discontinued operations - total | $ | 136 | |||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Goodwill and Other Intangible Assets [Text Block] | Changes in the carrying amount of goodwill for the three months ended March 31, 2015 are as follows (in thousands): | ||||||||||||
Long-Term Care Group | Specialty Care Group | Total | |||||||||||
Goodwill balance as of December 31, 2014 | $ | 3,571,369 | $ | 490,437 | $ | 4,061,806 | |||||||
Goodwill from acquisition | 3,145 | — | 3,145 | ||||||||||
Goodwill balance as of March 31, 2015 | $ | 3,574,514 | $ | 490,437 | $ | 4,064,951 | |||||||
The Company’s intangible amortization expense was approximately $8 million for the three months ended March 31, 2015 and 2014. |
Debt
Debt | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Debt Disclosure [Text Block] | The following table summarizes the Company’s debt (in thousands): | ||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2015 | 2014 | ||||||||||||||||
Revolving loans | $ | — | $ | — | |||||||||||||
Senior term loan, due 2019 | 390,000 | 395,000 | |||||||||||||||
4.75% senior notes, due 2022 | 400,000 | 400,000 | |||||||||||||||
5.00% senior notes, due 2024 | 300,000 | 300,000 | |||||||||||||||
3.75% convertible senior subordinated notes, due 2025 | 79,969 | 79,972 | |||||||||||||||
3.50% convertible senior subordinated notes, due 2044 | 424,250 | 424,250 | |||||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | 305,632 | 306,683 | |||||||||||||||
3.25% convertible senior debentures, due 2035 | 186,033 | 186,033 | |||||||||||||||
3.25% convertible senior exchange debentures, due 2035 | 241,467 | 241,467 | |||||||||||||||
Capitalized lease and other debt obligations | 11,201 | 13,083 | |||||||||||||||
Subtotal | 2,338,552 | 2,346,488 | |||||||||||||||
(Subtract) unamortized debt discount | (377,482 | ) | (382,212 | ) | |||||||||||||
(Subtract) current portion of debt | (448,754 | ) | (446,717 | ) | |||||||||||||
Total long-term debt, net | $ | 1,512,316 | $ | 1,517,559 | |||||||||||||
3.75% Convertible Senior Subordinated Notes, due 2025 | |||||||||||||||||
As of March 31, 2015, approximately $80 million aggregate principal amount of the Company’s 3.75% Convertible Senior Subordinated Notes, due 2025 (the “2025 Notes”) remained outstanding. Holders may convert their 2025 Notes, prior to December 15, 2023, on any date during any calendar quarter (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 30 consecutive trading day period 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, on a net share settlement basis, based on a daily conversion value calculated on a proportionate basis for each day of the applicable 25 trading-day cash settlement averaging period. As of March 31, 2015, the adjusted conversion rate is approximately 37.64 shares of common stock per $1,000 principal amount of 2025 Notes (equivalent to an adjusted conversion price of approximately $26.56 per share), subject to adjustment in certain circumstances. As of March 31, 2015 and December 31, 2014, the 2025 Notes were convertible based on the price of the Company’s common stock over the applicable measuring period and, accordingly, the 2025 Notes have been classified as current debt, net of unamortized discount, on the Consolidated Balance Sheets. Because the terms of the 2025 Notes require the principal to be settled in cash, the Company reclassified from equity the portion of the 2025 Notes attributable to the conversion feature that had not yet been accreted to its face value. | |||||||||||||||||
4.00% Junior Subordinated Convertible Debentures, due 2033 | |||||||||||||||||
As of March 31, 2015, approximately $306 million aggregate principal amount of the Company’s 4.00% Junior Subordinated Convertible Debentures, due 2033 (the “2033 Debentures”) was outstanding. The 2033 Debentures underlie 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 2033 Debentures. The Series A Trust PIERS and the Series B Trust PIERS have substantially similar terms, except that the Series B Trust PIERS have a net share settlement feature. Holders may convert their Trust PIERS on any date during any calendar quarter (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 30 consecutive trading day period ending on, and including, the last trading day of the previous quarter or during the five business day period following any ten trading day period in which the average closing sale price for the applicable series of Trust PIERS was less than 105% (prior to June 15, 2028) of the average of the conversion values for such series of Trust PIERS (or less than 98% on or after June 15, 2028), or under certain other specified circumstances. As of March 31, 2015, the conversion rate is approximately 1.22 shares of common stock per $50 stated liquidation amount of Trust PIERS (equivalent to a conversion price of approximately $40.82 per share), subject to adjustment in certain circumstances. As of March 31, 2015 and December 31, 2014, the Trust PIERS (and the underlying 2033 Debentures) were convertible based on the price of the Company’s common stock over the applicable measuring period and, accordingly, the underlying 2033 Debentures have been classified as current debt, net of unamortized discount, on the Consolidated Balance Sheet. Because the terms of the majority of the 2033 Debentures require the principal to be settled in cash, the Company reclassified from equity the portion attributable to the conversion feature that had not yet been accreted to its face value. | |||||||||||||||||
The Trust PIERS (and underlying 2033 Debentures) have attained the threshold requiring payment of contingent interest in addition to regular cash interest. The Trust PIERS have accrued and paid contingent interest (ranging from $0.07 to $0.11 per $50 stated liquidation amount of Trust PIERS) for each quarterly interest period since June 2013. | |||||||||||||||||
3.25% Convertible Senior Debentures due 2035 | |||||||||||||||||
As of March 31, 2015, approximately $186 million aggregate principal amount of the Company’s 3.25% Convertible Senior Debentures due 2035 (the “Initial 2035 Debentures”) remained outstanding. Holders of the Initial 2035 Debentures have the right, on December 15, 2015 (the “Put Date”), to require the Company to repurchase all or a portion of their Initial 2035 Debentures at a cash repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including contingent interest, if any). Because the Put Date occurs in 2015, the Initial 2035 Debentures have been classified as current debt, net of unamortized discount, on the Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014. The approximately $241 million aggregate principal amount outstanding of the Company’s 3.25% Convertible Senior Exchange Debentures due 2035 has not been classified as current debt because the put date for this series is not until January 15, 2021. | |||||||||||||||||
As outlined above and in the 2014 Annual Report, several series of the Company’s outstanding notes and debentures (collectively, the “Convertible Notes”) are convertible into cash and/or shares of Omnicare common stock under specified circumstances, including if the closing price of the Company’s common stock is more than 130% of the conversion price for such Convertible Notes during the applicable measurement period. In general, upon conversion, the Company will pay cash for the principal amount of the Convertible Notes and shares of common stock for the remainder, if any, based on a daily conversion value during the applicable cash settlement averaging period; provided that the Company will pay cash in lieu of any fractional shares. Payment occurs at the end of the applicable settlement period, which is generally 30 days after the Company receives a holder’s notice of conversion. As of March 31, 2015, approximately $386 million in aggregate principal amount of Convertible Notes were convertible, including the 2025 Notes and the 2033 Debentures. Additionally, holders of approximately $186 million aggregate principal amount of the Initial 2035 Debentures have the right to require us to repurchase their Initial 2035 Debentures on December 15, 2015. | |||||||||||||||||
The aggregate principal amount of Convertible Notes convertible at any given time is subject to change depending on factors such as the trading price of the Company’s common stock during the applicable measurement period. The Company cannot predict the aggregate principal amount of Convertible Notes that will be convertible at any given time or how many, if any, holders of such Convertible Notes will present their Convertible Notes for conversion or how many, if any, holders of the Initial 2035 Debentures will require us to repurchase their Initial 2035 Debentures or the impact of any such conversions or repurchases on the Company’s results of operations, financial condition, liquidity or cash flows. | |||||||||||||||||
Revolving Credit Facility and Term Loan | |||||||||||||||||
As of March 31, 2015, there was $390 million outstanding under the Company’s term loan. The interest rate on the term loan was 1.93% at March 31, 2015. As of March 31, 2015, the Company had no outstanding borrowings under its revolving credit facility, except for approximately $13 million of standby letters of credit, substantially all of which are subject to automatic annual renewals. | |||||||||||||||||
Deferred Debt Issuance Costs | |||||||||||||||||
The Company amortized to expense approximately $1 million of deferred debt issuance costs during each of the three month periods ended March 31, 2015 and 2014. | |||||||||||||||||
Information relating to the Company’s convertible securities at March 31, 2015 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 | $ | 6,913 | 10.75 | 8.25 | % | ||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | $ | 117,942 | 18.25 | 8.01 | % | ||||||||||||
3.25% convertible senior debentures, due 2035 | $ | 233,901 | 0.75 | 7.63 | % | ||||||||||||
3.25% convertible senior exchange debentures, due 2035 | $ | 25,259 | 6 | 5.24 | % | ||||||||||||
3.50% convertible senior subordinated notes, due 2044 | $ | 208,200 | 28.9 | 7.7 | % | ||||||||||||
The fair value of the Company’s fixed rate debt instruments is based on quoted market prices (Level II) and is summarized as follows (in thousands): | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||
Financial Instrument | Book Value | Market Value | Book Value | Market Value | |||||||||||||
4.75% senior notes, due 2022 | $ | 400,000 | $ | 414,000 | $ | 400,000 | $ | 408,000 | |||||||||
5.00% senior notes, due 2024 | 300,000 | 328,100 | 300,000 | 316,700 | |||||||||||||
3.75% convertible senior subordinated notes, due 2025 | |||||||||||||||||
Carrying value | 54,513 | — | 54,148 | — | |||||||||||||
Unamortized debt discount | 25,456 | — | 25,824 | — | |||||||||||||
Principal amount | 79,969 | 234,000 | 79,972 | 211,900 | |||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | |||||||||||||||||
Carrying value | 188,616 | — | 188,550 | — | |||||||||||||
Unamortized debt discount | 117,016 | — | 118,133 | — | |||||||||||||
Principal amount | 305,632 | 581,500 | 306,683 | 550,200 | |||||||||||||
3.25% convertible senior debentures, due 2035 | |||||||||||||||||
Carrying value | 180,171 | — | 178,284 | — | |||||||||||||
Unamortized debt discount | 5,862 | — | 7,749 | — | |||||||||||||
Principal amount | 186,033 | 203,900 | 186,033 | 197,000 | |||||||||||||
3.25% convertible senior exchange debentures, due 2035 | |||||||||||||||||
Carrying value | 217,615 | — | 216,738 | — | |||||||||||||
Unamortized debt discount | 23,852 | — | 24,729 | — | |||||||||||||
Principal amount | 241,467 | 282,500 | 241,467 | 279,500 | |||||||||||||
3.50% convertible senior subordinated notes, due 2044 | |||||||||||||||||
Carrying value | 218,954 | — | 218,474 | — | |||||||||||||
Unamortized debt discount | 205,296 | — | 205,776 | — | |||||||||||||
Principal amount | 424,250 | 518,900 | 424,250 | 507,000 | |||||||||||||
Earnings_Loss_Per_Share_Data
Earnings (Loss) Per Share Data | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
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 March 31, | ||||||||||||
2015:00:00 | Income (Numerator) | Common Shares(Denominator) | Per Common | |||||||||
Share Amounts | ||||||||||||
Basic EPS | ||||||||||||
Income from continuing operations | $ | 77,389 | $ | 0.8 | ||||||||
Loss from discontinued operations | — | — | ||||||||||
Net income | $ | 77,389 | 96,721 | $ | 0.8 | |||||||
Effect of Dilutive Securities | ||||||||||||
Convertible securities | 66 | 6,028 | ||||||||||
Stock options, units and awards | — | 446 | ||||||||||
Diluted EPS | ||||||||||||
Income from continuing operations plus assumed conversions | $ | 77,455 | $ | 0.75 | ||||||||
Loss from discontinued operations | — | — | ||||||||||
Net income plus assumed conversions | $ | 77,455 | 103,195 | $ | 0.75 | |||||||
Three months ended March 31, | ||||||||||||
2014:00:00 | Income (Numerator) | Common Shares(Denominator) | Per Common | |||||||||
Share Amounts | ||||||||||||
Basic EPS | ||||||||||||
Income from continuing operations | $ | 63,638 | $ | 0.65 | ||||||||
Income from discontinued operations | 136 | — | ||||||||||
Net income | $ | 63,774 | 98,566 | $ | 0.65 | |||||||
Effect of Dilutive Securities | ||||||||||||
Convertible securities | 66 | 8,463 | ||||||||||
Stock options, warrants, units and awards | — | 738 | ||||||||||
Diluted EPS | ||||||||||||
Income from continuing operations plus assumed conversions | $ | 63,704 | $ | 0.59 | ||||||||
Income from discontinued operations | 136 | — | ||||||||||
Net income plus assumed conversions | $ | 63,840 | 107,767 | $ | 0.59 | |||||||
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 market price of a share of Omnicare common stock on the New York Stock Exchange for the applicable period exceeds the following amounts: | ||||||||||||
Convertible Debt | Price | |||||||||||
3.75% convertible senior subordinated notes, due 2025 | $ | 26.56 | ||||||||||
4.00% junior subordinated convertible debentures, due 2033 | $ | 40.82 | ||||||||||
3.25% convertible senior debentures, due 2035 | $ | 77 | ||||||||||
3.25% convertible senior exchange debentures, due 2035 | $ | 77 | ||||||||||
3.50% convertible senior subordinated notes, due 2044 | $ | 70 | ||||||||||
Diluted weighted average shares outstanding for the three months ended March 31, 2015 and 2014 excludes the impact of an immaterial number of stock options and stock awards with exercise prices that are greater than the average fair market value of the Company’s common stock during the applicable period. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Omnicare evaluates contingencies on an ongoing basis in light of the best available information. The Company believes that it has recorded liabilities to the extent necessary if a material loss is considered probable and reasonably estimable. To the extent that the resolution of contingencies results in actual losses that differ from the Company’s recorded liabilities, future earnings will be charged or credited accordingly. |
On November 26, 2013, a complaint entitled United States, et al., ex rel. Frank Kurnik v. Amgen, Inc., Omnicare, Inc., PharMerica Corp., and Kindred Healthcare, Inc., No. 3:11-cv-01464-JFA, was unsealed by the U.S. District Court for the District of South Carolina. The U.S. Department of Justice notified the court that it intervened against Omnicare for the purposes of settlement. The complaint alleged violations of the False Claims Act stemming from activities in connection with agreements it had with the manufacturer of the pharmaceutical Aranesp that allegedly violated the Anti-Kickback Statute. On February 27, 2014, the Company agreed to a settlement of this matter in exchange for a payment of $4.2 million, which was accrued as of December 31, 2013 and paid in the first half of 2014. On February 28, 2014, the Court dismissed this case with prejudice. | |
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 complaint was brought by the Louisiana Attorney General alleging that 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 February 13, 2015, the Company and the State finalized an agreement to settle and dismiss all claims in the complaint in exchange for a non-material sum. The Company recorded a provision equal to the settlement amount and an estimate of legal fees in its financial results for the year ended December 31, 2014. On March 2, 2015, the court dismissed this case with prejudice. | |
On March 22, 2013, a qui tam complaint entitled United States et al. ex rel. Susan Ruscher 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 declined to intervene in this action at this time. On June 12, 2014, the court granted in part and denied in part the Company’s motion to dismiss. On April 1, 2015, the Company moved to disqualify and dismiss the case with prejudice as to the relator. The parties are currently in discovery. 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 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 alleged 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 notified the court that it declined to intervene in this action. On January 24, 2014, as part of a revised agreement in principle to settle the claims alleged in the Gale complaint (as described below), the Company agreed to pay $8.24 million and no attorneys’ fees to settle all state claims in the Silver complaint and the U.S. Department of Justice agreed to have all federal claims in the Silver complaint dismissed with prejudice. The agreement in principle relating to the claims in the Gale complaint and the federal claims in the Silver complaint was executed by the federal government, the Company, relators and relators’ counsel on June 24, 2014. The agreements in principle relating to the state claims were executed by each state named in the Silver complaint except for the State of Hawaii. On September 16, 2014, the court entered an order dismissing the Company from the case with prejudice. | |
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 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 alleged 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. On January 24, 2014, the Company reached an agreement in principle, without admitting liability, with the U.S. Department of Justice (which was granted leave to intervene on February 20, 2014), in which the Company agreed to pay $116 million and no attorneys’ fees to settle the claims alleged in the Gale complaint and to pay $8.24 million and no attorneys’ fees to settle all federal and state claims alleged in the Silver complaint. In addition, the Company and the relator reached an agreement in principle pursuant to which the relator paid the Company $4.24 million to settle the Company’s motion for sanctions. These agreements in principle relating to the claims in the Gale complaint and the federal claims in the Silver complaint were executed by the federal government, the Company, the relators and relators’ counsel on June 24, 2014. The agreements in principle relating to the state claims in Silver were executed by each state named in the Silver complaint except for the State of Hawaii. The Company recorded a provision equal to the net settlement amount and an estimate of legal fees in its financial results for the year ended December 31, 2013. During the third quarter of 2014, settlement payments of $116 million and $8.24 million were made related to the Gale and Silver complaints, respectively, and $4.24 million was received related to the motion for sanctions filed by the Company against relator Gale and his attorneys. On August 11, 2014, the court entered an order dismissing with prejudice all claims against the Company. | |
On October 29, 2010, a qui tam complaint entitled United States et al., ex rel. Banigan and Templin v. Organon USA, Inc., Omnicare, Inc. and PharMerica Corporation, 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 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 Western District of Virginia, investigated whether the Company’s activities in connection with the agreements it had with the manufacturer of the pharmaceutical Depakote violated the False Claims Act or the Anti-Kickback Statute. The Company cooperated with this investigation and believes that it has complied with applicable laws and regulations with respect to this matter. In connection with this matter, on December 22, 2014, the U.S. Department of Justice filed a civil complaint-in-intervention in two qui tam complaints, entitled United States, et al., ex rel. Spetter v. Abbott Laboratories, Inc., Omnicare, Inc., and PharMerica Corp., No. 1:07-cv-00006 and United States, et al., ex rel. McCoyd v. Abbott Laboratories, Omnicare, Inc., PharMerica Corp., and Miles White, No. 1:07-cv-00081, alleging civil violations of the False Claims Act in connection with the manufacturer agreements described above. 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 with certain provisions continuing for a period after the term. 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. The OIG is currently seeking information concerning the Company’s compliance programs and policies and its arrangements. The Company continues to review 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 may continue to increase. | |
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 shares of Omnicare common stock 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 thereunder) 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 thereunder. 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 the 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, the 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 the plaintiffs’ complaint. On October 4, 2013, the Company filed a petition for writ of certiorari in the United States Supreme Court. On March 3, 2014, the United States Supreme Court granted the Company’s petition for writ of certiorari. Oral argument at the United States Supreme Court was held on November 3, 2014. On March 24, 2015, the United States Supreme Court vacated the decision by the U.S. Court of Appeals for the Sixth Circuit and remanded the case to the District Court for the Eastern District of Kentucky. | |
For the three months ended March 31, 2015 and 2014, charges of approximately $10 million and $7 million, respectively, were included in “Settlement, litigation and other related charges” on the Consolidated Statement of Comprehensive Income, 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 that 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. In connection with its 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. | |
The Company cannot know the ultimate outcome of the pending matters described in the preceding paragraphs, and 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 will 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 by 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 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. The Company evaluates these matters on an ongoing basis and records accruals for such contingencies if the Company concludes that it is probable that a material loss will be incurred and the amount of the loss can be reasonably estimated. In many situations, these matters are being contested by the Company, the outcome is not predictable and any potential loss is not estimable. | |
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) significant facts are in dispute; (vi) a large number of parties are participating in the proceedings (including where it is uncertain how liability, if any, will be shared among multiple defendants); or (vii) the proceedings present a wide range of potential outcomes. With respect to violations of the False Claims Act, treble damages and/or additional penalties per claim may 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 pending 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 responsibilities for the Company. Additionally, in the normal course of its business, the Company enters into contracts pursuant to which the Company may make a variety of representations and warranties and indemnify the counterparty for certain losses. The Company’s possible exposure under these arrangements cannot be reasonably estimated, as this involves the resolution of claims made, or future claims that may be made, against the Company or its directors or officers, the outcomes of which are unknown and not currently predictable. Accordingly, the Company has not recorded any accrual related to its indemnification obligations. |
Segment_Information
Segment Information | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||
Segment Information | The Company is organized in two operating segments, Long-Term Care Group (“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. LTC’s customers are primarily skilled nursing, assisted living and other providers of healthcare services. 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. 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. | ||||||||||||||||
(In thousands) | Three months ended March 31, | ||||||||||||||||
2015:00:00 | LTC | SCG | Corporate/Other | Consolidated | |||||||||||||
Totals | |||||||||||||||||
Net sales | $ | 1,194,520 | $ | 465,271 | $ | 51 | $ | 1,659,842 | |||||||||
Depreciation and amortization expense | (16,815 | ) | (1,176 | ) | (13,372 | ) | (31,363 | ) | |||||||||
Settlement, litigation and other related charges | (9,820 | ) | — | — | (9,820 | ) | |||||||||||
Other (charges) credits | (1,391 | ) | — | 342 | (1,049 | ) | |||||||||||
Operating income (loss) | 151,703 | 39,003 | (38,726 | ) | 151,980 | ||||||||||||
2014:00:00 | |||||||||||||||||
Net sales | $ | 1,191,253 | $ | 379,672 | $ | 113 | $ | 1,571,038 | |||||||||
Depreciation and amortization expense | (17,471 | ) | (1,127 | ) | (15,138 | ) | (33,736 | ) | |||||||||
Settlement, litigation and other related charges | (7,052 | ) | — | — | (7,052 | ) | |||||||||||
Other charges | (2,511 | ) | — | (7,765 | ) | (10,276 | ) | ||||||||||
Operating income (loss) | 152,584 | 31,729 | (51,561 | ) | 132,752 | ||||||||||||
Guarantor_Subsidiaries
Guarantor Subsidiaries | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Guarantor Subsidiaries [Abstract] | |||||||||||||||||||||
Schedules Of Condensed Financial Statements [Text Block] | The Company’s 4.75% Senior Notes due 2022, 5.00% Senior Notes due 2024, 2025 Notes and 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 substantially all of the Company’s 100% owned subsidiaries (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 March 31, 2015 and December 31, 2014 for the balance sheets, as well as the three months ended March 31, 2015 and 2014 for the statements of comprehensive income (loss) and the statements of cash flows. Separate complete financial statements of the Guarantor Subsidiaries are not presented as management believes they would not provide information that is necessary for evaluating the sufficiency of the Guarantor 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) | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
2015:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | 1,627,819 | $ | 32,023 | $ | — | $ | 1,659,842 | |||||||||||
Cost of sales | — | 1,289,350 | 21,029 | — | 1,310,379 | ||||||||||||||||
Gross profit | — | 338,469 | 10,994 | — | 349,463 | ||||||||||||||||
Selling, general and administrative expenses | 828 | 162,577 | 4,018 | — | 167,423 | ||||||||||||||||
Provision for doubtful accounts | — | 18,892 | 299 | — | 19,191 | ||||||||||||||||
Settlement, litigation and other related charges | — | 9,820 | — | — | 9,820 | ||||||||||||||||
Other charges | — | 1,049 | — | — | 1,049 | ||||||||||||||||
Operating (loss) income | (828 | ) | 146,131 | 6,677 | — | 151,980 | |||||||||||||||
Interest expense, net of investment income | (27,422 | ) | (227 | ) | — | — | (27,649 | ) | |||||||||||||
(Loss) income before income taxes | (28,250 | ) | 145,904 | 6,677 | — | 124,331 | |||||||||||||||
Income tax (benefit) expense | (10,859 | ) | 55,234 | 2,567 | — | 46,942 | |||||||||||||||
(Loss) income from continuing operations | (17,391 | ) | 90,670 | 4,110 | — | 77,389 | |||||||||||||||
Loss from discontinued operations | — | — | — | — | — | ||||||||||||||||
Equity of net income of subsidiaries | 94,780 | — | — | (94,780 | ) | — | |||||||||||||||
Net income (loss) | $ | 77,389 | $ | 90,670 | $ | 4,110 | $ | (94,780 | ) | $ | 77,389 | ||||||||||
Comprehensive income (loss) | $ | 77,539 | $ | 90,670 | $ | 4,110 | $ | (94,780 | ) | $ | 77,539 | ||||||||||
2014:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | 1,540,006 | $ | 31,032 | $ | — | $ | 1,571,038 | |||||||||||
Cost of sales | — | 1,194,399 | 18,185 | — | 1,212,584 | ||||||||||||||||
Gross profit | — | 345,607 | 12,847 | — | 358,454 | ||||||||||||||||
Selling, general and administrative expenses | 987 | 182,120 | 3,706 | — | 186,813 | ||||||||||||||||
Provision for doubtful accounts | — | 21,047 | 514 | — | 21,561 | ||||||||||||||||
Settlement, litigation and other related charges | — | 7,052 | — | — | 7,052 | ||||||||||||||||
Other charges | — | 10,276 | — | — | 10,276 | ||||||||||||||||
Operating (loss) income | (987 | ) | 125,112 | 8,627 | — | 132,752 | |||||||||||||||
Interest expense, net of investment income | (29,156 | ) | (285 | ) | — | — | (29,441 | ) | |||||||||||||
(Loss) income before income taxes | (30,143 | ) | 124,827 | 8,627 | — | 103,311 | |||||||||||||||
Income tax (benefit) expense | (11,671 | ) | 48,004 | 3,340 | — | 39,673 | |||||||||||||||
(Loss) income from continuing operations | (18,472 | ) | 76,823 | 5,287 | — | 63,638 | |||||||||||||||
Income (loss) from discontinued operations | — | (267 | ) | 403 | — | 136 | |||||||||||||||
Equity of net income (loss) of subsidiaries | 88,246 | — | — | (88,246 | ) | — | |||||||||||||||
Net income (loss) | $ | 69,774 | $ | 76,556 | $ | 5,690 | $ | (88,246 | ) | $ | 63,774 | ||||||||||
Comprehensive income | $ | 63,997 | $ | 82,556 | $ | 5,690 | $ | (88,246 | ) | $ | 63,997 | ||||||||||
Note 9 - Guarantor Subsidiaries (Continued) | |||||||||||||||||||||
Condensed Consolidating Balance Sheets | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of March 31, 2015 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating/Eliminating Adjustments | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 279,669 | $ | 25,555 | $ | 17,269 | $ | — | $ | 322,493 | |||||||||||
Accounts receivable, net (including intercompany) | — | 631,476 | 160,678 | (159,548 | ) | 632,606 | |||||||||||||||
Inventories | — | 457,174 | 6,738 | — | 463,912 | ||||||||||||||||
Deferred income tax benefits, net-current | — | 60,022 | 583 | (378 | ) | 60,227 | |||||||||||||||
Other current assets | 2,956 | 167,394 | 31,334 | — | 201,684 | ||||||||||||||||
Total current assets | 282,625 | 1,341,621 | 216,602 | (159,926 | ) | 1,680,922 | |||||||||||||||
Properties and equipment, net | — | 263,891 | 4,936 | — | 268,827 | ||||||||||||||||
Goodwill | — | 4,036,146 | 28,805 | — | 4,064,951 | ||||||||||||||||
Identifiable intangible assets, net | — | 95,972 | 1,118 | — | 97,090 | ||||||||||||||||
Other noncurrent assets | 21,742 | 53,069 | 36 | — | 74,847 | ||||||||||||||||
Investment in subsidiaries | 4,723,369 | — | — | (4,723,369 | ) | — | |||||||||||||||
Total assets | $ | 5,027,736 | $ | 5,790,699 | $ | 251,497 | $ | (4,883,295 | ) | $ | 6,186,637 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 55,635 | $ | 634,187 | $ | 34,371 | $ | (159,548 | ) | $ | 564,645 | ||||||||||
Current portion of long-term debt | 443,300 | 5,454 | — | — | 448,754 | ||||||||||||||||
Current liabilities of discontinued operations | — | — | — | — | — | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,506,569 | 5,747 | — | — | 1,512,316 | ||||||||||||||||
Deferred income tax liabilities | 348,683 | 594,957 | — | (378 | ) | 943,262 | |||||||||||||||
Other noncurrent liabilities | — | 42,382 | 1,729 | — | 44,111 | ||||||||||||||||
Convertible debt | 148,334 | — | — | — | 148,334 | ||||||||||||||||
Stockholders’ equity | 2,525,215 | 4,507,972 | 215,397 | (4,723,369 | ) | 2,525,215 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,027,736 | $ | 5,790,699 | $ | 251,497 | $ | (4,883,295 | ) | $ | 6,186,637 | ||||||||||
As of December 31, 2014 | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 113,072 | $ | 26,865 | $ | 13,862 | $ | — | $ | 153,799 | |||||||||||
Accounts receivable, net (including intercompany) | — | 576,151 | 100,046 | (97,436 | ) | 578,761 | |||||||||||||||
Inventories | — | 511,840 | 7,744 | — | 519,584 | ||||||||||||||||
Deferred income tax benefits, net-current | — | 58,988 | 432 | (220 | ) | 59,200 | |||||||||||||||
Other current assets | 2,287 | 256,106 | 29,167 | — | 287,560 | ||||||||||||||||
Total current assets | 115,359 | 1,429,950 | 151,251 | (97,656 | ) | 1,598,904 | |||||||||||||||
Properties and equipment, net | — | 262,689 | 5,064 | — | 267,753 | ||||||||||||||||
Goodwill | — | 4,033,001 | 28,805 | — | 4,061,806 | ||||||||||||||||
Identifiable intangible assets, net | — | 97,613 | 1,329 | — | 98,942 | ||||||||||||||||
Other noncurrent assets | 21,717 | 58,629 | 39 | — | 80,385 | ||||||||||||||||
Investment in subsidiaries | 4,931,821 | — | — | (4,931,821 | ) | — | |||||||||||||||
Total assets | $ | 5,068,897 | $ | 5,881,882 | $ | 186,488 | $ | (5,029,477 | ) | $ | 6,107,790 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 27,725 | $ | 459,808 | $ | 30,817 | $ | (97,436 | ) | $ | 420,914 | ||||||||||
Current portion of long-term debt | 446,717 | — | — | — | 446,717 | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,510,212 | 7,347 | — | — | 1,517,559 | ||||||||||||||||
Deferred income tax liabilities | 343,816 | 592,651 | — | (220 | ) | 936,247 | |||||||||||||||
Other noncurrent liabilities | — | 44,228 | 1,698 | — | 45,926 | ||||||||||||||||
Convertible debt | 151,706 | — | — | — | 151,706 | ||||||||||||||||
Stockholders’ equity | 2,588,721 | 4,777,848 | 153,973 | (4,931,821 | ) | 2,588,721 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,068,897 | $ | 5,881,882 | $ | 186,488 | $ | (5,029,477 | ) | $ | 6,107,790 | ||||||||||
Note 9 - Guarantor Subsidiaries (Continued) | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
2015:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows from operating activities | $ | (1,299 | ) | $ | 334,047 | $ | 3,508 | $ | 336,256 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | (9,328 | ) | — | (9,328 | ) | |||||||||||||||
Capital expenditures | — | (13,372 | ) | (101 | ) | (13,473 | ) | ||||||||||||||
Net cash flows used in investing activities | — | (22,700 | ) | (101 | ) | (22,801 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on terms loans | (5,000 | ) | — | — | (5,000 | ) | |||||||||||||||
Payments on long-term borrowings and obligations | (2,385 | ) | — | — | (2,385 | ) | |||||||||||||||
Fees paid for financing activities | (1,977 | ) | — | — | (1,977 | ) | |||||||||||||||
Decrease in cash overdraft balance | 12,574 | 1,160 | — | 13,734 | |||||||||||||||||
Payments for Omnicare common stock repurchase | (125,000 | ) | — | — | (125,000 | ) | |||||||||||||||
Dividends paid | (21,171 | ) | — | — | (21,171 | ) | |||||||||||||||
Other | 310,855 | (313,817 | ) | — | (2,962 | ) | |||||||||||||||
Net cash flows from (used in) financing activities | 167,896 | (312,657 | ) | — | (144,761 | ) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | 166,597 | (1,310 | ) | 3,407 | 168,694 | ||||||||||||||||
Increase (decrease) from discontinued operations | — | — | — | — | |||||||||||||||||
Net increase (decrease) from continuing operations | 166,597 | (1,310 | ) | 3,407 | 168,694 | ||||||||||||||||
Cash and cash equivalents at beginning of period | 113,072 | 26,865 | 13,862 | 153,799 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 279,669 | $ | 25,555 | $ | 17,269 | $ | 322,493 | |||||||||||||
2014:00:00 | |||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (1,854 | ) | $ | 178,130 | $ | 1,222 | $ | 177,498 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Divestiture of business, net | — | 3,629 | — | 3,629 | |||||||||||||||||
Capital expenditures | — | (25,702 | ) | (463 | ) | (26,165 | ) | ||||||||||||||
Other | — | (5 | ) | (279 | ) | (284 | ) | ||||||||||||||
Net cash flows used in investing activities | — | (22,078 | ) | (742 | ) | (22,820 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (5,313 | ) | — | — | (5,313 | ) | |||||||||||||||
Payments on long-term borrowings and obligations | (39,030 | ) | — | — | (39,030 | ) | |||||||||||||||
Decrease in cash overdraft balance | (2,611 | ) | (926 | ) | — | (3,537 | ) | ||||||||||||||
Payments for Omnicare common stock repurchases | (95,417 | ) | — | — | (95,417 | ) | |||||||||||||||
Dividends paid | (19,596 | ) | — | — | (19,596 | ) | |||||||||||||||
Other | 172,321 | (167,504 | ) | — | 4,817 | ||||||||||||||||
Net cash flows from (used in) financing activities | 10,354 | (168,430 | ) | — | (158,076 | ) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | 8,500 | (12,378 | ) | 480 | (3,398 | ) | |||||||||||||||
Increase (decrease) from discontinued operations | — | 5,895 | (279 | ) | 5,616 | ||||||||||||||||
Net increase (decrease) from continuing operations | 8,500 | (18,273 | ) | 759 | (9,014 | ) | |||||||||||||||
Cash and cash equivalents at beginning of period | 275,910 | 68,050 | 12,041 | 356,001 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 284,410 | $ | 49,777 | $ | 12,800 | $ | 346,987 | |||||||||||||
Note 9 - Guarantor Subsidiaries (Continued) | |||||||||||||||||||||
The Company’s Initial 2035 Debentures and 3.25% Convertible Senior Exchange Debentures due 2035 are fully and unconditionally guaranteed, subject to certain customary release provisions, on an unsecured basis by Omnicare Purchasing Company, LP, a 100% 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 March 31, 2015 and December 31, 2014 for the balance sheets, as well as the three months ended March 31, 2015 and 2014 for the statements of comprehensive income (loss) and the statements of cash flows. Separate complete financial statements of the Guarantor Subsidiary are not presented as management believes they would not provide information that is necessary for evaluating the sufficiency of the Guarantor Subsidiary. The Guarantor Subsidiary does not have any material net cash flows in the condensed consolidating statements of cash flows. 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) | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
2015:00:00 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 1,659,842 | $ | — | $ | 1,659,842 | |||||||||||
Cost of sales | — | — | 1,310,379 | — | 1,310,379 | ||||||||||||||||
Gross profit | — | — | 349,463 | — | 349,463 | ||||||||||||||||
Selling, general and administrative expenses | 828 | 441 | 166,154 | — | 167,423 | ||||||||||||||||
Provision for doubtful accounts | — | — | 19,191 | — | 19,191 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 9,820 | — | 9,820 | ||||||||||||||||
Other charges | — | — | 1,049 | — | 1,049 | ||||||||||||||||
Operating (loss) income | (828 | ) | (441 | ) | 153,249 | — | 151,980 | ||||||||||||||
Interest expense, net of investment income | (27,422 | ) | — | (227 | ) | — | (27,649 | ) | |||||||||||||
(Loss) income before income taxes | (28,250 | ) | (441 | ) | 153,022 | — | 124,331 | ||||||||||||||
Income tax (benefit) expense | (10,859 | ) | (170 | ) | 57,971 | — | 46,942 | ||||||||||||||
(Loss) income from continuing operations | (17,391 | ) | (271 | ) | 95,051 | — | 77,389 | ||||||||||||||
Loss from discontinued operations | — | — | — | — | — | ||||||||||||||||
Equity of net income of subsidiaries | 94,780 | — | — | (94,780 | ) | — | |||||||||||||||
Net income (loss) | $ | 77,389 | $ | (271 | ) | $ | 95,051 | $ | (94,780 | ) | $ | 77,389 | |||||||||
Comprehensive income (loss) | $ | 77,539 | $ | (271 | ) | $ | 95,051 | $ | (94,780 | ) | $ | 77,539 | |||||||||
2014:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 1,571,038 | $ | — | $ | 1,571,038 | |||||||||||
Cost of sales | — | — | 1,212,584 | — | 1,212,584 | ||||||||||||||||
Gross profit | — | — | 358,454 | — | 358,454 | ||||||||||||||||
Selling, general and administrative expenses | 987 | 436 | 185,390 | — | 186,813 | ||||||||||||||||
Provision for doubtful accounts | — | — | 21,561 | — | 21,561 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 7,052 | — | 7,052 | ||||||||||||||||
Other charges | — | — | 10,276 | — | 10,276 | ||||||||||||||||
Operating (loss) income | (987 | ) | (436 | ) | 134,175 | — | 132,752 | ||||||||||||||
Interest expense, net of investment income | (29,156 | ) | — | (285 | ) | — | (29,441 | ) | |||||||||||||
(Loss) income before income taxes | (30,143 | ) | (436 | ) | 133,890 | — | 103,311 | ||||||||||||||
Income tax (benefit) expense | (11,671 | ) | (169 | ) | 51,513 | — | 39,673 | ||||||||||||||
(Loss) income from continuing operations | (18,472 | ) | (267 | ) | 82,377 | — | 63,638 | ||||||||||||||
Income from discontinued operations | — | — | 136 | — | 136 | ||||||||||||||||
Equity of net income of subsidiaries | 88,246 | — | — | (88,246 | ) | — | |||||||||||||||
Net income (loss) | $ | 69,774 | $ | (267 | ) | $ | 82,513 | $ | (88,246 | ) | $ | 63,774 | |||||||||
Comprehensive income (loss) | $ | 63,997 | $ | (267 | ) | $ | 88,513 | $ | (88,246 | ) | $ | 63,997 | |||||||||
Note 9 - Guarantor Subsidiaries (Continued) | |||||||||||||||||||||
Condensed Consolidating Balance Sheets | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of March 31, 2015 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating/Eliminating Adjustments | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 279,669 | $ | — | $ | 42,824 | $ | — | $ | 322,493 | |||||||||||
Accounts receivable, net (including intercompany) | — | 201 | 632,606 | (201 | ) | 632,606 | |||||||||||||||
Inventories | — | — | 463,912 | — | 463,912 | ||||||||||||||||
Deferred income tax benefits, net-current | — | — | 60,227 | — | 60,227 | ||||||||||||||||
Other current assets | 2,956 | 13 | 198,715 | — | 201,684 | ||||||||||||||||
Total current assets | 282,625 | 214 | 1,398,284 | (201 | ) | 1,680,922 | |||||||||||||||
Properties and equipment, net | — | 10 | 268,817 | — | 268,827 | ||||||||||||||||
Goodwill | — | — | 4,064,951 | — | 4,064,951 | ||||||||||||||||
Identifiable intangible assets, net | — | — | 97,090 | — | 97,090 | ||||||||||||||||
Other noncurrent assets | 21,742 | 19 | 53,086 | — | 74,847 | ||||||||||||||||
Investment in subsidiaries | 4,723,369 | — | — | (4,723,369 | ) | — | |||||||||||||||
Total assets | $ | 5,027,736 | $ | 243 | $ | 5,882,228 | $ | (4,723,570 | ) | $ | 6,186,637 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 55,635 | $ | 4 | $ | 509,207 | $ | (201 | ) | $ | 564,645 | ||||||||||
Current portion of long-term debt | 443,300 | — | 5,454 | — | 448,754 | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,506,569 | — | 5,747 | — | 1,512,316 | ||||||||||||||||
Deferred income tax liabilities | 348,683 | — | 594,579 | — | 943,262 | ||||||||||||||||
Other noncurrent liabilities | — | — | 44,111 | — | 44,111 | ||||||||||||||||
Convertible debt | 148,334 | — | — | — | 148,334 | ||||||||||||||||
Stockholders’ equity | 2,525,215 | 239 | 4,723,130 | (4,723,369 | ) | 2,525,215 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,027,736 | $ | 243 | $ | 5,882,228 | $ | (4,723,570 | ) | $ | 6,186,637 | ||||||||||
As of December 31, 2014 | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 113,072 | $ | — | $ | 40,727 | $ | — | $ | 153,799 | |||||||||||
Accounts receivable, net (including intercompany) | — | 203 | 578,761 | (203 | ) | 578,761 | |||||||||||||||
Inventories | — | — | 519,584 | — | 519,584 | ||||||||||||||||
Deferred income tax benefits, net-current | — | — | 59,200 | — | 59,200 | ||||||||||||||||
Other current assets | 2,287 | — | 285,273 | — | 287,560 | ||||||||||||||||
Total current assets | 115,359 | 203 | 1,483,545 | (203 | ) | 1,598,904 | |||||||||||||||
Properties and equipment, net | — | 12 | 267,741 | — | 267,753 | ||||||||||||||||
Goodwill | — | — | 4,061,806 | — | 4,061,806 | ||||||||||||||||
Identifiable intangible assets, net | — | — | 98,942 | — | 98,942 | ||||||||||||||||
Other noncurrent assets | 21,717 | 19 | 58,649 | — | 80,385 | ||||||||||||||||
Investment in subsidiaries | 4,931,821 | — | — | (4,931,821 | ) | — | |||||||||||||||
Total assets | $ | 5,068,897 | $ | 234 | $ | 5,970,683 | $ | (4,932,024 | ) | $ | 6,107,790 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 27,725 | $ | — | $ | 393,392 | $ | (203 | ) | $ | 420,914 | ||||||||||
Current portion of long-term debt | 446,717 | — | — | — | 446,717 | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,510,212 | — | 7,347 | — | 1,517,559 | ||||||||||||||||
Deferred income tax liabilities | 343,816 | — | 592,431 | — | 936,247 | ||||||||||||||||
Other noncurrent liabilities | — | — | 45,926 | — | 45,926 | ||||||||||||||||
Convertible debt | 151,706 | — | — | — | 151,706 | ||||||||||||||||
Stockholders’ equity | 2,588,721 | 234 | 4,931,587 | (4,931,821 | ) | 2,588,721 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,068,897 | $ | 234 | $ | 5,970,683 | $ | (4,932,024 | ) | $ | 6,107,790 | ||||||||||
Note 9 - Guarantor Subsidiaries (Continued) | |||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
2015:00:00 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows from operating activities | $ | (1,299 | ) | $ | — | $ | 337,555 | $ | 336,256 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | — | (9,328 | ) | (9,328 | ) | |||||||||||||||
Capital expenditures | — | — | (13,473 | ) | (13,473 | ) | |||||||||||||||
Net cash flows used in investing activities | — | — | (22,801 | ) | (22,801 | ) | |||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on terms loans | (5,000 | ) | — | — | (5,000 | ) | |||||||||||||||
Payments on long-term borrowings and obligations | (2,385 | ) | — | — | (2,385 | ) | |||||||||||||||
Fees paid for financing activities | (1,977 | ) | — | — | (1,977 | ) | |||||||||||||||
Decrease in cash overdraft balance | 12,574 | — | 1,160 | 13,734 | |||||||||||||||||
Payments for Omnicare common stock repurchase | (125,000 | ) | — | — | (125,000 | ) | |||||||||||||||
Dividends paid | (21,171 | ) | — | — | (21,171 | ) | |||||||||||||||
Other | 310,855 | — | (313,817 | ) | (2,962 | ) | |||||||||||||||
Net cash flows from (used in) financing activities | 167,896 | — | (312,657 | ) | (144,761 | ) | |||||||||||||||
Net increase in cash and cash equivalents | 166,597 | — | 2,097 | 168,694 | |||||||||||||||||
Less increase in cash and cash equivalents of discontinued operations | — | — | — | — | |||||||||||||||||
Increase in cash and cash equivalents of continuing operations | 166,597 | — | 2,097 | 168,694 | |||||||||||||||||
Cash and cash equivalents at beginning of period | 113,072 | — | 40,727 | 153,799 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 279,669 | $ | — | $ | 42,824 | $ | 322,493 | |||||||||||||
2014:00:00 | |||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (1,854 | ) | $ | — | $ | 179,352 | $ | 177,498 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Divestiture of business, net | — | — | 3,629 | 3,629 | |||||||||||||||||
Capital expenditures | — | — | (26,165 | ) | (26,165 | ) | |||||||||||||||
Other | — | — | (284 | ) | (284 | ) | |||||||||||||||
Net cash flows used in investing activities | — | — | (22,820 | ) | (22,820 | ) | |||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (5,313 | ) | — | — | (5,313 | ) | |||||||||||||||
Payments on long-term borrowings and obligations | (39,030 | ) | — | — | (39,030 | ) | |||||||||||||||
Decrease in cash overdraft balance | (2,611 | ) | — | (926 | ) | (3,537 | ) | ||||||||||||||
Payments for Omnicare common stock repurchases | (95,417 | ) | — | — | (95,417 | ) | |||||||||||||||
Dividends paid | (19,596 | ) | — | — | (19,596 | ) | |||||||||||||||
Other | 172,321 | — | (167,504 | ) | 4,817 | ||||||||||||||||
Net cash flows from (used in) financing activities | 10,354 | — | (168,430 | ) | (158,076 | ) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | 8,500 | — | (11,898 | ) | (3,398 | ) | |||||||||||||||
Less decrease in cash and cash equivalents of discontinued operations | — | — | 5,616 | 5,616 | |||||||||||||||||
Increase (decrease) in cash and cash equivalents of continuing operations | 8,500 | — | (17,514 | ) | (9,014 | ) | |||||||||||||||
Cash and cash equivalents at beginning of period | 275,910 | — | 80,091 | 356,001 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 284,410 | $ | — | $ | 62,577 | $ | 346,987 | |||||||||||||
Significant_Accounting_Policie2
Significant Accounting Policies Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Significant Accounting Policies [Abstract] | |||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | Embedded in certain series of the Company’s convertible debt securities are derivative instruments - contingent interest provisions, interest reset provisions and contingent conversion parity provisions. The embedded derivatives are valued quarterly using Level 3 inputs, and at March 31, 2015 and December 31, 2014, the values of the derivatives embedded in the convertible debt securities were not material. See “Note 5 - Debt”. | ||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-based compensation expense recognized in the Consolidated Statement of Comprehensive Income for stock options, restricted stock units, performance share units and stock awards totaled approximately $5 million for the three months ended March 31, 2015 and $6 million for the three months ended March 31, 2014. | ||||||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||||||||||||
The Company’s quarterly effective tax rates are different than the federal statutory rate for the three months ended March 31, 2015 and 2014 primarily as a result of the impact of state and local income taxes. Additionally, the effective rate for the three months ended March 31, 2014 was impacted by the favorable resolution of the Internal Revenue Service exam of the Company’s tax returns for the 2011 and 2012 tax years. | |||||||||||||
Finance, Loans and Leases Receivable, Policy [Policy Text Block] | As of March 31, 2015 and December 31, 2014, gross notes receivable were approximately $77 million and $81 million, respectively, of which approximately $50 million and $52 million, respectively, were included in “Other current assets” on the Consolidated Balance Sheets. As of March 31, 2015 and December 31, 2014, the allowance for credit losses on the notes receivable was approximately $11 million and $13 million, respectively, which was included in “Other current assets” on the Consolidated Balance Sheets. | ||||||||||||
Interest income on the notes receivable is recognized on an accrual basis when earned. Interest income was $1 million for the three months ended March 31, 2015 and 2014. | |||||||||||||
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. | |||||||||||||
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 payors (in thousands): | |||||||||||||
March 31, 2015 | 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 | $ | 221,631 | $ | 36,072 | $ | 257,703 | |||||||
Facility payors | 321,127 | 93,482 | 414,609 | ||||||||||
Private pay payors | 71,930 | 102,793 | 174,723 | ||||||||||
Total gross accounts receivable | $ | 614,688 | $ | 232,347 | $ | 847,035 | |||||||
December 31, 2014 | |||||||||||||
Medicare (Part D and Part B), Medicaid and third-party payors | $ | 184,492 | $ | 28,818 | $ | 213,310 | |||||||
Facility payors | 297,308 | 99,036 | 396,344 | ||||||||||
Private pay payors | 69,693 | 101,289 | 170,982 | ||||||||||
Total gross accounts receivable | $ | 551,493 | $ | 229,143 | $ | 780,636 | |||||||
Sourcing Agreement | |||||||||||||
Effective January 1, 2015, the Company entered into a pharmaceutical sourcing agreement with McKesson Corporation (“McKesson”). The agreement has a five-year term, but both parties are able to terminate the agreement at the end of 2017. Under the agreement, with limited exceptions, the Company will purchase its branded and generic pharmaceutical products from McKesson. | |||||||||||||
Notes Receivable | |||||||||||||
As of March 31, 2015 and December 31, 2014, gross notes receivable were approximately $77 million and $81 million, respectively, of which approximately $50 million and $52 million, respectively, were included in “Other current assets” on the Consolidated Balance Sheets. As of March 31, 2015 and December 31, 2014, the allowance for credit losses on the notes receivable was approximately $11 million and $13 million, respectively, which was included in “Other current assets” on the Consolidated Balance Sheets. | |||||||||||||
Interest income on the notes receivable is recognized on an accrual basis when earned. Interest income was $1 million for the three months ended March 31, 2015 and 2014. | |||||||||||||
Fair Value | |||||||||||||
Embedded in certain series of the Company’s convertible debt securities are derivative instruments - contingent interest provisions, interest reset provisions and contingent conversion parity provisions. The embedded derivatives are valued quarterly using Level 3 inputs, and at March 31, 2015 and December 31, 2014, the values of the derivatives embedded in the convertible debt securities were not material. See “Note 5 - Debt”. | |||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation expense recognized in the Consolidated Statement of Comprehensive Income for stock options, restricted stock units, performance share units and stock awards totaled approximately $5 million for the three months ended March 31, 2015 and $6 million for the three months ended March 31, 2014. | |||||||||||||
Other Charges | |||||||||||||
Other charges (on a pre-tax basis) consist of the following (in thousands): | |||||||||||||
Three Months Ended | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Separation and other employee related costs | $ | 571 | $ | 10,276 | |||||||||
Acquisition and other related costs | 478 | — | |||||||||||
Total - other charges | $ | 1,049 | $ | 10,276 | |||||||||
Separation and Other Costs | |||||||||||||
In the three months ended March 31, 2015 and 2014, the Company incurred separation-related costs and accelerated stock based compensation expense for certain employees of approximately $0.6 million and $10 million, respectively. These charges are reflected in “Other charges” on the Consolidated Statement of Comprehensive Income. | |||||||||||||
Acquisition and Other Related Costs | |||||||||||||
The Company completed one acquisition, which was not significant to the operations of the Company, in the three months ended March 31, 2015. The Company incurred professional fees and acquisition related costs, which are included in “Other charges” on the Consolidated Statement of Comprehensive Income. | |||||||||||||
Income Taxes | |||||||||||||
The Company’s quarterly effective tax rates are different than the federal statutory rate for the three months ended March 31, 2015 and 2014 primarily as a result of the impact of state and local income taxes. Additionally, the effective rate for the three months ended March 31, 2014 was impacted by the favorable resolution of the Internal Revenue Service exam of the Company’s tax returns for the 2011 and 2012 tax years. | |||||||||||||
Accumulated Other Comprehensive Loss | |||||||||||||
Accumulated other comprehensive loss (“AOCI”) consists of the following (in thousands): | |||||||||||||
March 31, | December 31, 2014 | ||||||||||||
2015 | |||||||||||||
Unrealized loss on fair value of investments | $ | (300 | ) | $ | (300 | ) | |||||||
Pension and post-employment benefits | (2,375 | ) | (2,525 | ) | |||||||||
Total accumulated other comprehensive loss, net | $ | (2,675 | ) | $ | (2,825 | ) | |||||||
The amounts are net of applicable tax benefits, which were not material at March 31, 2015 and December 31, 2014. The reclassifications out of AOCI did not materially affect any individual line item on the Consolidated Statement of Comprehensive Income. | |||||||||||||
Common Stock Repurchase Program | |||||||||||||
In the three months ended March 31, 2015 and 2014, the Company repurchased approximately 1.8 million shares of its common stock for $125 million, and approximately 1.6 million shares of its common stock for $95 million, respectively. Through March 31, 2015, the Company has repurchased approximately 29.3 million shares under its share repurchase programs at an aggregate cost of approximately $1 billion and had authority to repurchase approximately $140 million of additional shares of common stock. | |||||||||||||
As part of its share repurchase programs, in December 2014, the Company entered into two accelerated share repurchase agreements (“ASRs”) with third-party financial institutions. Under the first ASR, the Company paid $75 million and received approximately 0.8 million shares of its common stock valued at $60 million in December 2014. The $15 million balance was recorded as an equity forward contract, included in paid-in capital at December 31, 2014, and settled in January 2015 with approximately 0.2 million additional shares of common stock. Under the second ASR, the Company paid $100 million and received approximately 1.1 million shares valued at $80 million in January 2015. The $20 million equity forward contract settled in February 2015 with approximately 0.2 million additional shares of common stock. | |||||||||||||
Recently Issued Accounting Standards | |||||||||||||
In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03 “Simplifying the Presentation of Debt Issuance Costs”. The update requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The Company is currently in the process of evaluating the impact of adoption of this ASU on its Consolidated Financial Statements. | |||||||||||||
In February 2015, the FASB issued ASU 2015-02 “Amendments to the Consolidation Analysis”. The amendments in this update change the analysis that a reporting entity must conduct to determine whether limited partnerships and similar legal entities should be consolidated. The guidance responds to public concerns that current accounting for certain legal entities might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. The update is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company does not anticipate that the adoption of this standard will have a material impact on its Consolidated Financial Statements. | |||||||||||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which provides guidance for revenue recognition. The standard’s core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosures. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. The Company is currently in the process of evaluating the impact of adoption of this ASU on its Consolidated Financial Statements. | |||||||||||||
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 payors (in thousands): | |||||||||||||
March 31, 2015 | 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 | $ | 221,631 | $ | 36,072 | $ | 257,703 | |||||||
Facility payors | 321,127 | 93,482 | 414,609 | ||||||||||
Private pay payors | 71,930 | 102,793 | 174,723 | ||||||||||
Total gross accounts receivable | $ | 614,688 | $ | 232,347 | $ | 847,035 | |||||||
December 31, 2014 | |||||||||||||
Medicare (Part D and Part B), Medicaid and third-party payors | $ | 184,492 | $ | 28,818 | $ | 213,310 | |||||||
Facility payors | 297,308 | 99,036 | 396,344 | ||||||||||
Private pay payors | 69,693 | 101,289 | 170,982 | ||||||||||
Total gross accounts receivable | $ | 551,493 | $ | 229,143 | $ | 780,636 | |||||||
Common Stock Repurchase Agreement [Policy Text Block] | Common Stock Repurchase Program | ||||||||||||
In the three months ended March 31, 2015 and 2014, the Company repurchased approximately 1.8 million shares of its common stock for $125 million, and approximately 1.6 million shares of its common stock for $95 million, respectively. Through March 31, 2015, the Company has repurchased approximately 29.3 million shares under its share repurchase programs at an aggregate cost of approximately $1 billion and had authority to repurchase approximately $140 million of additional shares of common stock. | |||||||||||||
As part of its share repurchase programs, in December 2014, the Company entered into two accelerated share repurchase agreements (“ASRs”) with third-party financial institutions. Under the first ASR, the Company paid $75 million and received approximately 0.8 million shares of its common stock valued at $60 million in December 2014. The $15 million balance was recorded as an equity forward contract, included in paid-in capital at December 31, 2014, and settled in January 2015 with approximately 0.2 million additional shares of common stock. Under the second ASR, the Company paid $100 million and received approximately 1.1 million shares valued at $80 million in January 2015. The $20 million equity forward contract settled in February 2015 with approximately 0.2 million additional shares of common stock. |
Significant_Accounting_Policie3
Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
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 payors (in thousands): | ||||||||||||
March 31, 2015 | 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 | $ | 221,631 | $ | 36,072 | $ | 257,703 | |||||||
Facility payors | 321,127 | 93,482 | 414,609 | ||||||||||
Private pay payors | 71,930 | 102,793 | 174,723 | ||||||||||
Total gross accounts receivable | $ | 614,688 | $ | 232,347 | $ | 847,035 | |||||||
December 31, 2014 | |||||||||||||
Medicare (Part D and Part B), Medicaid and third-party payors | $ | 184,492 | $ | 28,818 | $ | 213,310 | |||||||
Facility payors | 297,308 | 99,036 | 396,344 | ||||||||||
Private pay payors | 69,693 | 101,289 | 170,982 | ||||||||||
Total gross accounts receivable | $ | 551,493 | $ | 229,143 | $ | 780,636 | |||||||
Accumulated other comprehensive income(loss) [Table Text Block] | Accumulated other comprehensive loss (“AOCI”) consists of the following (in thousands): | ||||||||||||
March 31, | December 31, 2014 | ||||||||||||
2015 | |||||||||||||
Unrealized loss on fair value of investments | $ | (300 | ) | $ | (300 | ) | |||||||
Pension and post-employment benefits | (2,375 | ) | (2,525 | ) | |||||||||
Total accumulated other comprehensive loss, net | $ | (2,675 | ) | $ | (2,825 | ) | |||||||
The amounts are net of applicable tax benefits, which were not material at March 31, 2015 and December 31, 2014. The reclassifications out of AOCI did not materially affect any individual line item on the Consolidated Statement of Comprehensive Income. | |||||||||||||
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 | |||||||||||||
March 31, | |||||||||||||
2015 | 2014 | ||||||||||||
Separation and other employee related costs | $ | 571 | $ | 10,276 | |||||||||
Acquisition and other related costs | 478 | — | |||||||||||
Total - other charges | $ | 1,049 | $ | 10,276 | |||||||||
Discontinued_operations_Tables
Discontinued operations (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | Selected financial information related to the discontinued operations follows (in thousands): | ||||
Three Months Ended | |||||
March 31, | |||||
2014 | |||||
Net Sales | |||||
Hospice | $ | 48,357 | |||
Retail | 10,170 | ||||
Net sales - total discontinued | 58,527 | ||||
Income (loss) from operations, pretax | |||||
Hospice | 1,214 | ||||
Retail | (474 | ) | |||
Income from operations - total discontinued, pretax | 740 | ||||
Income tax (benefit) expense | |||||
Hospice | 776 | ||||
Retail | (172 | ) | |||
Income tax expense - total discontinued | 604 | ||||
Income (loss) from discontinued operations | |||||
Hospice | 438 | ||||
Retail | (302 | ) | |||
Income from discontinued operations - total | $ | 136 | |||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets Goodwill changes (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Schedule of Goodwill [Table Text Block] | |||||||||||||
Long-Term Care Group | Specialty Care Group | Total | |||||||||||
Goodwill balance as of December 31, 2014 | $ | 3,571,369 | $ | 490,437 | $ | 4,061,806 | |||||||
Goodwill from acquisition | 3,145 | — | 3,145 | ||||||||||
Goodwill balance as of March 31, 2015 | $ | 3,574,514 | $ | 490,437 | $ | 4,064,951 | |||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Contingent Interest on Debt [Table Text Block] | The Trust PIERS have accrued and paid contingent interest (ranging from $0.07 to $0.11 per $50 stated liquidation amount of Trust PIERS) for each quarterly interest period since June 2013. | ||||||||||||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | The fair value of the Company’s fixed rate debt instruments is based on quoted market prices (Level II) and is summarized as follows (in thousands): | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||
Financial Instrument | Book Value | Market Value | Book Value | Market Value | |||||||||||||
4.75% senior notes, due 2022 | $ | 400,000 | $ | 414,000 | $ | 400,000 | $ | 408,000 | |||||||||
5.00% senior notes, due 2024 | 300,000 | 328,100 | 300,000 | 316,700 | |||||||||||||
3.75% convertible senior subordinated notes, due 2025 | |||||||||||||||||
Carrying value | 54,513 | — | 54,148 | — | |||||||||||||
Unamortized debt discount | 25,456 | — | 25,824 | — | |||||||||||||
Principal amount | 79,969 | 234,000 | 79,972 | 211,900 | |||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | |||||||||||||||||
Carrying value | 188,616 | — | 188,550 | — | |||||||||||||
Unamortized debt discount | 117,016 | — | 118,133 | — | |||||||||||||
Principal amount | 305,632 | 581,500 | 306,683 | 550,200 | |||||||||||||
3.25% convertible senior debentures, due 2035 | |||||||||||||||||
Carrying value | 180,171 | — | 178,284 | — | |||||||||||||
Unamortized debt discount | 5,862 | — | 7,749 | — | |||||||||||||
Principal amount | 186,033 | 203,900 | 186,033 | 197,000 | |||||||||||||
3.25% convertible senior exchange debentures, due 2035 | |||||||||||||||||
Carrying value | 217,615 | — | 216,738 | — | |||||||||||||
Unamortized debt discount | 23,852 | — | 24,729 | — | |||||||||||||
Principal amount | 241,467 | 282,500 | 241,467 | 279,500 | |||||||||||||
3.50% convertible senior subordinated notes, due 2044 | |||||||||||||||||
Carrying value | 218,954 | — | 218,474 | — | |||||||||||||
Unamortized debt discount | 205,296 | — | 205,776 | — | |||||||||||||
Principal amount | 424,250 | 518,900 | 424,250 | 507,000 | |||||||||||||
Summary of Debt | (in thousands): | ||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2015 | 2014 | ||||||||||||||||
Revolving loans | $ | — | $ | — | |||||||||||||
Senior term loan, due 2019 | 390,000 | 395,000 | |||||||||||||||
4.75% senior notes, due 2022 | 400,000 | 400,000 | |||||||||||||||
5.00% senior notes, due 2024 | 300,000 | 300,000 | |||||||||||||||
3.75% convertible senior subordinated notes, due 2025 | 79,969 | 79,972 | |||||||||||||||
3.50% convertible senior subordinated notes, due 2044 | 424,250 | 424,250 | |||||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | 305,632 | 306,683 | |||||||||||||||
3.25% convertible senior debentures, due 2035 | 186,033 | 186,033 | |||||||||||||||
3.25% convertible senior exchange debentures, due 2035 | 241,467 | 241,467 | |||||||||||||||
Capitalized lease and other debt obligations | 11,201 | 13,083 | |||||||||||||||
Subtotal | 2,338,552 | 2,346,488 | |||||||||||||||
(Subtract) unamortized debt discount | (377,482 | ) | (382,212 | ) | |||||||||||||
(Subtract) current portion of debt | (448,754 | ) | (446,717 | ) | |||||||||||||
Total long-term debt, net | $ | 1,512,316 | $ | 1,517,559 | |||||||||||||
Convertible debt and related equity | Information relating to the Company’s convertible securities at March 31, 2015 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 | $ | 6,913 | 10.75 | 8.25 | % | ||||||||||||
4.00% junior subordinated convertible debentures, due 2033 | $ | 117,942 | 18.25 | 8.01 | % | ||||||||||||
3.25% convertible senior debentures, due 2035 | $ | 233,901 | 0.75 | 7.63 | % | ||||||||||||
3.25% convertible senior exchange debentures, due 2035 | $ | 25,259 | 6 | 5.24 | % | ||||||||||||
3.50% convertible senior subordinated notes, due 2044 | $ | 208,200 | 28.9 | 7.7 | % | ||||||||||||
Earnings_Loss_Per_Share_Data_T
Earnings (Loss) Per Share Data (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
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 market price of a share of Omnicare common stock on the New York Stock Exchange for the applicable period exceeds the following amounts: | |||||||||||
Convertible Debt | Price | |||||||||||
3.75% convertible senior subordinated notes, due 2025 | $ | 26.56 | ||||||||||
4.00% junior subordinated convertible debentures, due 2033 | $ | 40.82 | ||||||||||
3.25% convertible senior debentures, due 2035 | $ | 77 | ||||||||||
3.25% convertible senior exchange debentures, due 2035 | $ | 77 | ||||||||||
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 March 31, | ||||||||||||
2015:00:00 | Income (Numerator) | Common Shares(Denominator) | Per Common | |||||||||
Share Amounts | ||||||||||||
Basic EPS | ||||||||||||
Income from continuing operations | $ | 77,389 | $ | 0.8 | ||||||||
Loss from discontinued operations | — | — | ||||||||||
Net income | $ | 77,389 | 96,721 | $ | 0.8 | |||||||
Effect of Dilutive Securities | ||||||||||||
Convertible securities | 66 | 6,028 | ||||||||||
Stock options, units and awards | — | 446 | ||||||||||
Diluted EPS | ||||||||||||
Income from continuing operations plus assumed conversions | $ | 77,455 | $ | 0.75 | ||||||||
Loss from discontinued operations | — | — | ||||||||||
Net income plus assumed conversions | $ | 77,455 | 103,195 | $ | 0.75 | |||||||
Three months ended March 31, | ||||||||||||
2014:00:00 | Income (Numerator) | Common Shares(Denominator) | Per Common | |||||||||
Share Amounts | ||||||||||||
Basic EPS | ||||||||||||
Income from continuing operations | $ | 63,638 | $ | 0.65 | ||||||||
Income from discontinued operations | 136 | — | ||||||||||
Net income | $ | 63,774 | 98,566 | $ | 0.65 | |||||||
Effect of Dilutive Securities | ||||||||||||
Convertible securities | 66 | 8,463 | ||||||||||
Stock options, warrants, units and awards | — | 738 | ||||||||||
Diluted EPS | ||||||||||||
Income from continuing operations plus assumed conversions | $ | 63,704 | $ | 0.59 | ||||||||
Income from discontinued operations | 136 | — | ||||||||||
Net income plus assumed conversions | $ | 63,840 | 107,767 | $ | 0.59 | |||||||
Segment_Information_Segment_De
Segment Information Segment Detail (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Segment Information [Abstract] | |||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | |||||||||||||||||
(In thousands) | Three months ended March 31, | ||||||||||||||||
2015:00:00 | LTC | SCG | Corporate/Other | Consolidated | |||||||||||||
Totals | |||||||||||||||||
Net sales | $ | 1,194,520 | $ | 465,271 | $ | 51 | $ | 1,659,842 | |||||||||
Depreciation and amortization expense | (16,815 | ) | (1,176 | ) | (13,372 | ) | (31,363 | ) | |||||||||
Settlement, litigation and other related charges | (9,820 | ) | — | — | (9,820 | ) | |||||||||||
Other (charges) credits | (1,391 | ) | — | 342 | (1,049 | ) | |||||||||||
Operating income (loss) | 151,703 | 39,003 | (38,726 | ) | 151,980 | ||||||||||||
2014:00:00 | |||||||||||||||||
Net sales | $ | 1,191,253 | $ | 379,672 | $ | 113 | $ | 1,571,038 | |||||||||
Depreciation and amortization expense | (17,471 | ) | (1,127 | ) | (15,138 | ) | (33,736 | ) | |||||||||
Settlement, litigation and other related charges | (7,052 | ) | — | — | (7,052 | ) | |||||||||||
Other charges | (2,511 | ) | — | (7,765 | ) | (10,276 | ) | ||||||||||
Operating income (loss) | 152,584 | 31,729 | (51,561 | ) | 132,752 | ||||||||||||
Guarantor_Subsidiaries_Tables
Guarantor Subsidiaries (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Guarantor Subsidiaries [Abstract] | |||||||||||||||||||||
Summary Consolidating Statements of Income (Guaranteed Senior Notes Payable) | Summary Consolidating | ||||||||||||||||||||
Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
2015:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | 1,627,819 | $ | 32,023 | $ | — | $ | 1,659,842 | |||||||||||
Cost of sales | — | 1,289,350 | 21,029 | — | 1,310,379 | ||||||||||||||||
Gross profit | — | 338,469 | 10,994 | — | 349,463 | ||||||||||||||||
Selling, general and administrative expenses | 828 | 162,577 | 4,018 | — | 167,423 | ||||||||||||||||
Provision for doubtful accounts | — | 18,892 | 299 | — | 19,191 | ||||||||||||||||
Settlement, litigation and other related charges | — | 9,820 | — | — | 9,820 | ||||||||||||||||
Other charges | — | 1,049 | — | — | 1,049 | ||||||||||||||||
Operating (loss) income | (828 | ) | 146,131 | 6,677 | — | 151,980 | |||||||||||||||
Interest expense, net of investment income | (27,422 | ) | (227 | ) | — | — | (27,649 | ) | |||||||||||||
(Loss) income before income taxes | (28,250 | ) | 145,904 | 6,677 | — | 124,331 | |||||||||||||||
Income tax (benefit) expense | (10,859 | ) | 55,234 | 2,567 | — | 46,942 | |||||||||||||||
(Loss) income from continuing operations | (17,391 | ) | 90,670 | 4,110 | — | 77,389 | |||||||||||||||
Loss from discontinued operations | — | — | — | — | — | ||||||||||||||||
Equity of net income of subsidiaries | 94,780 | — | — | (94,780 | ) | — | |||||||||||||||
Net income (loss) | $ | 77,389 | $ | 90,670 | $ | 4,110 | $ | (94,780 | ) | $ | 77,389 | ||||||||||
Comprehensive income (loss) | $ | 77,539 | $ | 90,670 | $ | 4,110 | $ | (94,780 | ) | $ | 77,539 | ||||||||||
2014:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | 1,540,006 | $ | 31,032 | $ | — | $ | 1,571,038 | |||||||||||
Cost of sales | — | 1,194,399 | 18,185 | — | 1,212,584 | ||||||||||||||||
Gross profit | — | 345,607 | 12,847 | — | 358,454 | ||||||||||||||||
Selling, general and administrative expenses | 987 | 182,120 | 3,706 | — | 186,813 | ||||||||||||||||
Provision for doubtful accounts | — | 21,047 | 514 | — | 21,561 | ||||||||||||||||
Settlement, litigation and other related charges | — | 7,052 | — | — | 7,052 | ||||||||||||||||
Other charges | — | 10,276 | — | — | 10,276 | ||||||||||||||||
Operating (loss) income | (987 | ) | 125,112 | 8,627 | — | 132,752 | |||||||||||||||
Interest expense, net of investment income | (29,156 | ) | (285 | ) | — | — | (29,441 | ) | |||||||||||||
(Loss) income before income taxes | (30,143 | ) | 124,827 | 8,627 | — | 103,311 | |||||||||||||||
Income tax (benefit) expense | (11,671 | ) | 48,004 | 3,340 | — | 39,673 | |||||||||||||||
(Loss) income from continuing operations | (18,472 | ) | 76,823 | 5,287 | — | 63,638 | |||||||||||||||
Income (loss) from discontinued operations | — | (267 | ) | 403 | — | 136 | |||||||||||||||
Equity of net income (loss) of subsidiaries | 88,246 | — | — | (88,246 | ) | — | |||||||||||||||
Net income (loss) | $ | 69,774 | $ | 76,556 | $ | 5,690 | $ | (88,246 | ) | $ | 63,774 | ||||||||||
Comprehensive income | $ | 63,997 | $ | 82,556 | $ | 5,690 | $ | (88,246 | ) | $ | 63,997 | ||||||||||
Condensed Consolidating Balance Sheets (Guaranteed Senior Notes Payable) | Condensed Consolidating Balance Sheets | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of March 31, 2015 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Consolidating/Eliminating Adjustments | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 279,669 | $ | 25,555 | $ | 17,269 | $ | — | $ | 322,493 | |||||||||||
Accounts receivable, net (including intercompany) | — | 631,476 | 160,678 | (159,548 | ) | 632,606 | |||||||||||||||
Inventories | — | 457,174 | 6,738 | — | 463,912 | ||||||||||||||||
Deferred income tax benefits, net-current | — | 60,022 | 583 | (378 | ) | 60,227 | |||||||||||||||
Other current assets | 2,956 | 167,394 | 31,334 | — | 201,684 | ||||||||||||||||
Total current assets | 282,625 | 1,341,621 | 216,602 | (159,926 | ) | 1,680,922 | |||||||||||||||
Properties and equipment, net | — | 263,891 | 4,936 | — | 268,827 | ||||||||||||||||
Goodwill | — | 4,036,146 | 28,805 | — | 4,064,951 | ||||||||||||||||
Identifiable intangible assets, net | — | 95,972 | 1,118 | — | 97,090 | ||||||||||||||||
Other noncurrent assets | 21,742 | 53,069 | 36 | — | 74,847 | ||||||||||||||||
Investment in subsidiaries | 4,723,369 | — | — | (4,723,369 | ) | — | |||||||||||||||
Total assets | $ | 5,027,736 | $ | 5,790,699 | $ | 251,497 | $ | (4,883,295 | ) | $ | 6,186,637 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 55,635 | $ | 634,187 | $ | 34,371 | $ | (159,548 | ) | $ | 564,645 | ||||||||||
Current portion of long-term debt | 443,300 | 5,454 | — | — | 448,754 | ||||||||||||||||
Current liabilities of discontinued operations | — | — | — | — | — | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,506,569 | 5,747 | — | — | 1,512,316 | ||||||||||||||||
Deferred income tax liabilities | 348,683 | 594,957 | — | (378 | ) | 943,262 | |||||||||||||||
Other noncurrent liabilities | — | 42,382 | 1,729 | — | 44,111 | ||||||||||||||||
Convertible debt | 148,334 | — | — | — | 148,334 | ||||||||||||||||
Stockholders’ equity | 2,525,215 | 4,507,972 | 215,397 | (4,723,369 | ) | 2,525,215 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,027,736 | $ | 5,790,699 | $ | 251,497 | $ | (4,883,295 | ) | $ | 6,186,637 | ||||||||||
As of December 31, 2014 | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 113,072 | $ | 26,865 | $ | 13,862 | $ | — | $ | 153,799 | |||||||||||
Accounts receivable, net (including intercompany) | — | 576,151 | 100,046 | (97,436 | ) | 578,761 | |||||||||||||||
Inventories | — | 511,840 | 7,744 | — | 519,584 | ||||||||||||||||
Deferred income tax benefits, net-current | — | 58,988 | 432 | (220 | ) | 59,200 | |||||||||||||||
Other current assets | 2,287 | 256,106 | 29,167 | — | 287,560 | ||||||||||||||||
Total current assets | 115,359 | 1,429,950 | 151,251 | (97,656 | ) | 1,598,904 | |||||||||||||||
Properties and equipment, net | — | 262,689 | 5,064 | — | 267,753 | ||||||||||||||||
Goodwill | — | 4,033,001 | 28,805 | — | 4,061,806 | ||||||||||||||||
Identifiable intangible assets, net | — | 97,613 | 1,329 | — | 98,942 | ||||||||||||||||
Other noncurrent assets | 21,717 | 58,629 | 39 | — | 80,385 | ||||||||||||||||
Investment in subsidiaries | 4,931,821 | — | — | (4,931,821 | ) | — | |||||||||||||||
Total assets | $ | 5,068,897 | $ | 5,881,882 | $ | 186,488 | $ | (5,029,477 | ) | $ | 6,107,790 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 27,725 | $ | 459,808 | $ | 30,817 | $ | (97,436 | ) | $ | 420,914 | ||||||||||
Current portion of long-term debt | 446,717 | — | — | — | 446,717 | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,510,212 | 7,347 | — | — | 1,517,559 | ||||||||||||||||
Deferred income tax liabilities | 343,816 | 592,651 | — | (220 | ) | 936,247 | |||||||||||||||
Other noncurrent liabilities | — | 44,228 | 1,698 | — | 45,926 | ||||||||||||||||
Convertible debt | 151,706 | — | — | — | 151,706 | ||||||||||||||||
Stockholders’ equity | 2,588,721 | 4,777,848 | 153,973 | (4,931,821 | ) | 2,588,721 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,068,897 | $ | 5,881,882 | $ | 186,488 | $ | (5,029,477 | ) | $ | 6,107,790 | ||||||||||
Condensed Consolidating Statements of Cash Flows (Guaranteed Senior Notes Payable) | Condensed Consolidating Statements of Cash Flows | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
2015:00:00 | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows from operating activities | $ | (1,299 | ) | $ | 334,047 | $ | 3,508 | $ | 336,256 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | (9,328 | ) | — | (9,328 | ) | |||||||||||||||
Capital expenditures | — | (13,372 | ) | (101 | ) | (13,473 | ) | ||||||||||||||
Net cash flows used in investing activities | — | (22,700 | ) | (101 | ) | (22,801 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on terms loans | (5,000 | ) | — | — | (5,000 | ) | |||||||||||||||
Payments on long-term borrowings and obligations | (2,385 | ) | — | — | (2,385 | ) | |||||||||||||||
Fees paid for financing activities | (1,977 | ) | — | — | (1,977 | ) | |||||||||||||||
Decrease in cash overdraft balance | 12,574 | 1,160 | — | 13,734 | |||||||||||||||||
Payments for Omnicare common stock repurchase | (125,000 | ) | — | — | (125,000 | ) | |||||||||||||||
Dividends paid | (21,171 | ) | — | — | (21,171 | ) | |||||||||||||||
Other | 310,855 | (313,817 | ) | — | (2,962 | ) | |||||||||||||||
Net cash flows from (used in) financing activities | 167,896 | (312,657 | ) | — | (144,761 | ) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | 166,597 | (1,310 | ) | 3,407 | 168,694 | ||||||||||||||||
Increase (decrease) from discontinued operations | — | — | — | — | |||||||||||||||||
Net increase (decrease) from continuing operations | 166,597 | (1,310 | ) | 3,407 | 168,694 | ||||||||||||||||
Cash and cash equivalents at beginning of period | 113,072 | 26,865 | 13,862 | 153,799 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 279,669 | $ | 25,555 | $ | 17,269 | $ | 322,493 | |||||||||||||
2014:00:00 | |||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (1,854 | ) | $ | 178,130 | $ | 1,222 | $ | 177,498 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Divestiture of business, net | — | 3,629 | — | 3,629 | |||||||||||||||||
Capital expenditures | — | (25,702 | ) | (463 | ) | (26,165 | ) | ||||||||||||||
Other | — | (5 | ) | (279 | ) | (284 | ) | ||||||||||||||
Net cash flows used in investing activities | — | (22,078 | ) | (742 | ) | (22,820 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (5,313 | ) | — | — | (5,313 | ) | |||||||||||||||
Payments on long-term borrowings and obligations | (39,030 | ) | — | — | (39,030 | ) | |||||||||||||||
Decrease in cash overdraft balance | (2,611 | ) | (926 | ) | — | (3,537 | ) | ||||||||||||||
Payments for Omnicare common stock repurchases | (95,417 | ) | — | — | (95,417 | ) | |||||||||||||||
Dividends paid | (19,596 | ) | — | — | (19,596 | ) | |||||||||||||||
Other | 172,321 | (167,504 | ) | — | 4,817 | ||||||||||||||||
Net cash flows from (used in) financing activities | 10,354 | (168,430 | ) | — | (158,076 | ) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | 8,500 | (12,378 | ) | 480 | (3,398 | ) | |||||||||||||||
Increase (decrease) from discontinued operations | — | 5,895 | (279 | ) | 5,616 | ||||||||||||||||
Net increase (decrease) from continuing operations | 8,500 | (18,273 | ) | 759 | (9,014 | ) | |||||||||||||||
Cash and cash equivalents at beginning of period | 275,910 | 68,050 | 12,041 | 356,001 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 284,410 | $ | 49,777 | $ | 12,800 | $ | 346,987 | |||||||||||||
Summary Consolidating Statements of Income (Guaranteed Convertible Senior Debentures) | Summary Consolidating | ||||||||||||||||||||
Statements of Comprehensive Income (Loss) | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
2015:00:00 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating / | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
Eliminating Adjustments | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 1,659,842 | $ | — | $ | 1,659,842 | |||||||||||
Cost of sales | — | — | 1,310,379 | — | 1,310,379 | ||||||||||||||||
Gross profit | — | — | 349,463 | — | 349,463 | ||||||||||||||||
Selling, general and administrative expenses | 828 | 441 | 166,154 | — | 167,423 | ||||||||||||||||
Provision for doubtful accounts | — | — | 19,191 | — | 19,191 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 9,820 | — | 9,820 | ||||||||||||||||
Other charges | — | — | 1,049 | — | 1,049 | ||||||||||||||||
Operating (loss) income | (828 | ) | (441 | ) | 153,249 | — | 151,980 | ||||||||||||||
Interest expense, net of investment income | (27,422 | ) | — | (227 | ) | — | (27,649 | ) | |||||||||||||
(Loss) income before income taxes | (28,250 | ) | (441 | ) | 153,022 | — | 124,331 | ||||||||||||||
Income tax (benefit) expense | (10,859 | ) | (170 | ) | 57,971 | — | 46,942 | ||||||||||||||
(Loss) income from continuing operations | (17,391 | ) | (271 | ) | 95,051 | — | 77,389 | ||||||||||||||
Loss from discontinued operations | — | — | — | — | — | ||||||||||||||||
Equity of net income of subsidiaries | 94,780 | — | — | (94,780 | ) | — | |||||||||||||||
Net income (loss) | $ | 77,389 | $ | (271 | ) | $ | 95,051 | $ | (94,780 | ) | $ | 77,389 | |||||||||
Comprehensive income (loss) | $ | 77,539 | $ | (271 | ) | $ | 95,051 | $ | (94,780 | ) | $ | 77,539 | |||||||||
2014:00:00 | |||||||||||||||||||||
Net sales | $ | — | $ | — | $ | 1,571,038 | $ | — | $ | 1,571,038 | |||||||||||
Cost of sales | — | — | 1,212,584 | — | 1,212,584 | ||||||||||||||||
Gross profit | — | — | 358,454 | — | 358,454 | ||||||||||||||||
Selling, general and administrative expenses | 987 | 436 | 185,390 | — | 186,813 | ||||||||||||||||
Provision for doubtful accounts | — | — | 21,561 | — | 21,561 | ||||||||||||||||
Settlement, litigation and other related charges | — | — | 7,052 | — | 7,052 | ||||||||||||||||
Other charges | — | — | 10,276 | — | 10,276 | ||||||||||||||||
Operating (loss) income | (987 | ) | (436 | ) | 134,175 | — | 132,752 | ||||||||||||||
Interest expense, net of investment income | (29,156 | ) | — | (285 | ) | — | (29,441 | ) | |||||||||||||
(Loss) income before income taxes | (30,143 | ) | (436 | ) | 133,890 | — | 103,311 | ||||||||||||||
Income tax (benefit) expense | (11,671 | ) | (169 | ) | 51,513 | — | 39,673 | ||||||||||||||
(Loss) income from continuing operations | (18,472 | ) | (267 | ) | 82,377 | — | 63,638 | ||||||||||||||
Income from discontinued operations | — | — | 136 | — | 136 | ||||||||||||||||
Equity of net income of subsidiaries | 88,246 | — | — | (88,246 | ) | — | |||||||||||||||
Net income (loss) | $ | 69,774 | $ | (267 | ) | $ | 82,513 | $ | (88,246 | ) | $ | 63,774 | |||||||||
Comprehensive income (loss) | $ | 63,997 | $ | (267 | ) | $ | 88,513 | $ | (88,246 | ) | $ | 63,997 | |||||||||
Condensed Consolidating Balance Sheets (Guaranteed Convertible Senior Debentures) | Condensed Consolidating Balance Sheets | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
As of March 31, 2015 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Consolidating/Eliminating Adjustments | Omnicare, Inc. and Subsidiaries | ||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 279,669 | $ | — | $ | 42,824 | $ | — | $ | 322,493 | |||||||||||
Accounts receivable, net (including intercompany) | — | 201 | 632,606 | (201 | ) | 632,606 | |||||||||||||||
Inventories | — | — | 463,912 | — | 463,912 | ||||||||||||||||
Deferred income tax benefits, net-current | — | — | 60,227 | — | 60,227 | ||||||||||||||||
Other current assets | 2,956 | 13 | 198,715 | — | 201,684 | ||||||||||||||||
Total current assets | 282,625 | 214 | 1,398,284 | (201 | ) | 1,680,922 | |||||||||||||||
Properties and equipment, net | — | 10 | 268,817 | — | 268,827 | ||||||||||||||||
Goodwill | — | — | 4,064,951 | — | 4,064,951 | ||||||||||||||||
Identifiable intangible assets, net | — | — | 97,090 | — | 97,090 | ||||||||||||||||
Other noncurrent assets | 21,742 | 19 | 53,086 | — | 74,847 | ||||||||||||||||
Investment in subsidiaries | 4,723,369 | — | — | (4,723,369 | ) | — | |||||||||||||||
Total assets | $ | 5,027,736 | $ | 243 | $ | 5,882,228 | $ | (4,723,570 | ) | $ | 6,186,637 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 55,635 | $ | 4 | $ | 509,207 | $ | (201 | ) | $ | 564,645 | ||||||||||
Current portion of long-term debt | 443,300 | — | 5,454 | — | 448,754 | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,506,569 | — | 5,747 | — | 1,512,316 | ||||||||||||||||
Deferred income tax liabilities | 348,683 | — | 594,579 | — | 943,262 | ||||||||||||||||
Other noncurrent liabilities | — | — | 44,111 | — | 44,111 | ||||||||||||||||
Convertible debt | 148,334 | — | — | — | 148,334 | ||||||||||||||||
Stockholders’ equity | 2,525,215 | 239 | 4,723,130 | (4,723,369 | ) | 2,525,215 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,027,736 | $ | 243 | $ | 5,882,228 | $ | (4,723,570 | ) | $ | 6,186,637 | ||||||||||
As of December 31, 2014 | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Cash and cash equivalents | $ | 113,072 | $ | — | $ | 40,727 | $ | — | $ | 153,799 | |||||||||||
Accounts receivable, net (including intercompany) | — | 203 | 578,761 | (203 | ) | 578,761 | |||||||||||||||
Inventories | — | — | 519,584 | — | 519,584 | ||||||||||||||||
Deferred income tax benefits, net-current | — | — | 59,200 | — | 59,200 | ||||||||||||||||
Other current assets | 2,287 | — | 285,273 | — | 287,560 | ||||||||||||||||
Total current assets | 115,359 | 203 | 1,483,545 | (203 | ) | 1,598,904 | |||||||||||||||
Properties and equipment, net | — | 12 | 267,741 | — | 267,753 | ||||||||||||||||
Goodwill | — | — | 4,061,806 | — | 4,061,806 | ||||||||||||||||
Identifiable intangible assets, net | — | — | 98,942 | — | 98,942 | ||||||||||||||||
Other noncurrent assets | 21,717 | 19 | 58,649 | — | 80,385 | ||||||||||||||||
Investment in subsidiaries | 4,931,821 | — | — | (4,931,821 | ) | — | |||||||||||||||
Total assets | $ | 5,068,897 | $ | 234 | $ | 5,970,683 | $ | (4,932,024 | ) | $ | 6,107,790 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Current liabilities (including intercompany) | $ | 27,725 | $ | — | $ | 393,392 | $ | (203 | ) | $ | 420,914 | ||||||||||
Current portion of long-term debt | 446,717 | — | — | — | 446,717 | ||||||||||||||||
Long-term debt, notes and convertible debentures | 1,510,212 | — | 7,347 | — | 1,517,559 | ||||||||||||||||
Deferred income tax liabilities | 343,816 | — | 592,431 | — | 936,247 | ||||||||||||||||
Other noncurrent liabilities | — | — | 45,926 | — | 45,926 | ||||||||||||||||
Convertible debt | 151,706 | — | — | — | 151,706 | ||||||||||||||||
Stockholders’ equity | 2,588,721 | 234 | 4,931,587 | (4,931,821 | ) | 2,588,721 | |||||||||||||||
Total liabilities and stockholders’ equity | $ | 5,068,897 | $ | 234 | $ | 5,970,683 | $ | (4,932,024 | ) | $ | 6,107,790 | ||||||||||
Condensed Consolidating Statements of Cash Flows (Guaranteed Convertible Senior Debentures) | Condensed Consolidating Statements of Cash Flows | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
2015:00:00 | Parent | Guarantor Subsidiary | Non-Guarantor Subsidiaries | Omnicare, Inc. and Subsidiaries | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows from operating activities | $ | (1,299 | ) | $ | — | $ | 337,555 | $ | 336,256 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Acquisition of businesses, net of cash received | — | — | (9,328 | ) | (9,328 | ) | |||||||||||||||
Capital expenditures | — | — | (13,473 | ) | (13,473 | ) | |||||||||||||||
Net cash flows used in investing activities | — | — | (22,801 | ) | (22,801 | ) | |||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on terms loans | (5,000 | ) | — | — | (5,000 | ) | |||||||||||||||
Payments on long-term borrowings and obligations | (2,385 | ) | — | — | (2,385 | ) | |||||||||||||||
Fees paid for financing activities | (1,977 | ) | — | — | (1,977 | ) | |||||||||||||||
Decrease in cash overdraft balance | 12,574 | — | 1,160 | 13,734 | |||||||||||||||||
Payments for Omnicare common stock repurchase | (125,000 | ) | — | — | (125,000 | ) | |||||||||||||||
Dividends paid | (21,171 | ) | — | — | (21,171 | ) | |||||||||||||||
Other | 310,855 | — | (313,817 | ) | (2,962 | ) | |||||||||||||||
Net cash flows from (used in) financing activities | 167,896 | — | (312,657 | ) | (144,761 | ) | |||||||||||||||
Net increase in cash and cash equivalents | 166,597 | — | 2,097 | 168,694 | |||||||||||||||||
Less increase in cash and cash equivalents of discontinued operations | — | — | — | — | |||||||||||||||||
Increase in cash and cash equivalents of continuing operations | 166,597 | — | 2,097 | 168,694 | |||||||||||||||||
Cash and cash equivalents at beginning of period | 113,072 | — | 40,727 | 153,799 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 279,669 | $ | — | $ | 42,824 | $ | 322,493 | |||||||||||||
2014:00:00 | |||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||
Net cash flows (used in) from operating activities | $ | (1,854 | ) | $ | — | $ | 179,352 | $ | 177,498 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||
Divestiture of business, net | — | — | 3,629 | 3,629 | |||||||||||||||||
Capital expenditures | — | — | (26,165 | ) | (26,165 | ) | |||||||||||||||
Other | — | — | (284 | ) | (284 | ) | |||||||||||||||
Net cash flows used in investing activities | — | — | (22,820 | ) | (22,820 | ) | |||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||
Payments on term loans | (5,313 | ) | — | — | (5,313 | ) | |||||||||||||||
Payments on long-term borrowings and obligations | (39,030 | ) | — | — | (39,030 | ) | |||||||||||||||
Decrease in cash overdraft balance | (2,611 | ) | — | (926 | ) | (3,537 | ) | ||||||||||||||
Payments for Omnicare common stock repurchases | (95,417 | ) | — | — | (95,417 | ) | |||||||||||||||
Dividends paid | (19,596 | ) | — | — | (19,596 | ) | |||||||||||||||
Other | 172,321 | — | (167,504 | ) | 4,817 | ||||||||||||||||
Net cash flows from (used in) financing activities | 10,354 | — | (168,430 | ) | (158,076 | ) | |||||||||||||||
Net increase (decrease) in cash and cash equivalents | 8,500 | — | (11,898 | ) | (3,398 | ) | |||||||||||||||
Less decrease in cash and cash equivalents of discontinued operations | — | — | 5,616 | 5,616 | |||||||||||||||||
Increase (decrease) in cash and cash equivalents of continuing operations | 8,500 | — | (17,514 | ) | (9,014 | ) | |||||||||||||||
Cash and cash equivalents at beginning of period | 275,910 | — | 80,091 | 356,001 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | 284,410 | $ | — | $ | 62,577 | $ | 346,987 | |||||||||||||
Significant_Accounting_Policie4
Significant Accounting Policies Accounts Receivable (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accounts Receivable, Gross, Current | $847,035 | $780,636 |
Medicare Medicaid and Third Party Payors [Member] | ||
Accounts Receivable, Gross, Current | 257,703 | 213,310 |
Facility Payors [Member] | ||
Accounts Receivable, Gross, Current | 414,609 | 396,344 |
Private Payors [Member] | ||
Accounts Receivable, Gross, Current | 174,723 | 170,982 |
0 - 180 Days Past Due [Member] | ||
Accounts Receivable, Gross, Current | 614,688 | 551,493 |
0 - 180 Days Past Due [Member] | Medicare Medicaid and Third Party Payors [Member] | ||
Accounts Receivable, Gross, Current | 221,631 | 184,492 |
0 - 180 Days Past Due [Member] | Facility Payors [Member] | ||
Accounts Receivable, Gross, Current | 321,127 | 297,308 |
0 - 180 Days Past Due [Member] | Private Payors [Member] | ||
Accounts Receivable, Gross, Current | 71,930 | 69,693 |
181 Days and Greater Past Due [Member] | ||
Accounts Receivable, Gross, Current | 232,347 | 229,143 |
181 Days and Greater Past Due [Member] | Medicare Medicaid and Third Party Payors [Member] | ||
Accounts Receivable, Gross, Current | 36,072 | 28,818 |
181 Days and Greater Past Due [Member] | Facility Payors [Member] | ||
Accounts Receivable, Gross, Current | 93,482 | 99,036 |
181 Days and Greater Past Due [Member] | Private Payors [Member] | ||
Accounts Receivable, Gross, Current | $102,793 | $101,289 |
Significant_Accounting_Policie5
Significant Accounting Policies Notes Receivable (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Notes Receivable [Abstract] | |||
Notes, loans and financing receivables, gross, Total | $77,000,000 | $81,000,000 | |
Allowance for Notes, Loans and Financing Receivable, Current | 11,000,000 | 13,000,000 | |
Notes, Loans and Financing Receivable, Gross, Current | 50,000,000 | ||
Interest Income, Notes Receivable | $1,000,000 | $1,000,000 |
Significant_Accounting_Policie6
Significant Accounting Policies Stock Based Compensation expense (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Significant Accounting Policies [Abstract] | ||
Allocated Share-based Compensation Expense | $5 | $6 |
Significant_Accounting_Policie7
Significant Accounting Policies Other Charges (Credits) (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Long-term Debt, Gross | $2,338,552 | $2,346,488 | |
Separation, Benefit Plan Termination and Related Costs | 571 | 10,276 | |
Acquisition Costs, Period Cost | 478 | 0 | |
Other charges | $1,049 | $10,276 |
Significant_Accounting_Policie8
Significant Accounting Policies Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Unrealized (loss) gain on fair value of investments | ($300) | ($300) |
Pension and postemployment benefits | -2,375 | -2,525 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | ($2,675) | ($2,825) |
Significant_Accounting_Policie9
Significant Accounting Policies Common Stock Repurchase Program (Details) (USD $) | 3 Months Ended | |
Share data in Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Significant Accounting Policies [Abstract] | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $140,000,000 | |
cumulative value of shares repurchased through stock repurchase program | 1,000,000,000 | |
cumulative common stock repurchased through repurchase program | 29.3 | |
Stock Repurchased During Period, Value | $125,000,000 | $95,000,000 |
Stock Repurchased During Period, Shares | 1.8 | 1.6 |
Discontinued_operations_Detail
Discontinued operations (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Discontinued Operations Revenue, Net | $58,527 | |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 740 | |
Discontinued Operations Income Tax Expense (Benefit) | 604 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 136 |
Hospice Disposal Group [Member] | ||
Discontinued Operations Revenue, Net | 48,357 | |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 1,214 | |
Discontinued Operations Income Tax Expense (Benefit) | 776 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 438 | |
Retail Disposal Group [Member] | ||
Discontinued Operations Revenue, Net | 10,170 | |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | -474 | |
Discontinued Operations Income Tax Expense (Benefit) | -172 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | ($302) |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets Goodwill Changes (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Goodwill | $4,064,951,000 | $4,061,806,000 |
Intangible amortization expense | 8,000,000 | |
Long Term Care Group [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 3,574,514,000 | 3,571,369,000 |
specialty care group [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $490,437,000 | $490,437,000 |
Debt_Details
Debt (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $2,338,552,000 | $2,346,488,000 | |
Debt Instrument, Unamortized Discount | -377,482,000 | -382,212,000 | |
Debt, Current | -448,754,000 | -446,717,000 | |
Long-term Debt, Excluding Current Maturities | 1,512,316,000 | 1,517,559,000 | |
Letters of Credit Outstanding, Amount | 13,000,000 | ||
Amortization of Financing Costs | 1,000,000 | 1,000,000 | |
Current Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 0 | 0 | |
Senior Term Loan, due 2019 [Domain] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 390,000,000 | 395,000,000 | |
4.75% Senior Notes, due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 400,000,000 | 400,000,000 | |
5.00% Senior Notes, due 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 300,000,000 | 300,000,000 | |
Senior Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.93% | ||
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 54,513,000 | 54,148,000 | |
Long-term Debt, Gross | 79,969,000 | 79,972,000 | |
Debt Instrument, Unamortized Discount | -25,456,000 | -25,824,000 | |
treasury stock method average share price to include dilutive securities | $26.56 | ||
conversion threshold | 37.64 | ||
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 188,616,000 | 188,550,000 | |
Long-term Debt, Gross | 305,632,000 | 306,683,000 | |
Debt Instrument, Unamortized Discount | -117,016,000 | -118,133,000 | |
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 | 180,171,000 | 178,284,000 | |
Long-term Debt, Gross | 186,033,000 | 186,033,000 | |
Debt Instrument, Unamortized Discount | -5,862,000 | -7,749,000 | |
treasury stock method average share price to include dilutive securities | $77 | ||
3.25% Convertible Senior Subordinated Exchange Debentures, due 2035 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 217,615,000 | 216,738,000 | |
Long-term Debt, Gross | 241,467,000 | 241,467,000 | |
Debt Instrument, Unamortized Discount | -23,852,000 | -24,729,000 | |
3.5% Convertible senior subordinated debt [Domain] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 424,250,000 | 424,250,000 | |
treasury stock method average share price to include dilutive securities | $70 | ||
Capitalized Lease and Other Debt Obligations [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $11,201,000 | $13,083,000 |
Debt_Schedule_of_Convertible_D
Debt Schedule of Convertible Debt (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $2,338,552,000 | $2,346,488,000 |
Aggregate Principal of Convertible Debt, if Converted | 386,000,000 | |
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 79,969,000 | 79,972,000 |
Debt Instrument, Convertible, Carrying Amount of Equity Component | 6,913,000 | |
Remaining amortization period for the debt discount (in years) | 10 years 274 days | |
Debt Instrument, Interest Rate, Effective Percentage | 8.25% | |
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 305,632,000 | 306,683,000 |
Debt Instrument, Convertible, Carrying Amount of Equity Component | 117,942,000 | |
Remaining amortization period for the debt discount (in years) | 18 years 91 days | |
Debt Instrument, Interest Rate, Effective Percentage | 8.01% | |
3.25% Convertible Senior Debentures, Due 2035 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 186,033,000 | 186,033,000 |
Debt Instrument, Convertible, Carrying Amount of Equity Component | 233,901,000 | |
Remaining amortization period for the debt discount (in years) | 274 days | |
Debt Instrument, Interest Rate, Effective Percentage | 7.63% | |
3.25% Convertible Senior Subordinated Exchange Debentures, due 2035 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 241,467,000 | 241,467,000 |
Debt Instrument, Convertible, Carrying Amount of Equity Component | 25,259,000 | |
Remaining amortization period for the debt discount (in years) | 6 years | |
Debt Instrument, Interest Rate, Effective Percentage | 5.24% | |
3.5% Convertible senior subordinated debt [Domain] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 424,250,000 | 424,250,000 |
Debt Instrument, Convertible, Carrying Amount of Equity Component | $208,200,000 | |
Remaining amortization period for the debt discount (in years) | 28 years 329 days | |
Debt Instrument, Interest Rate, Effective Percentage | 7.70% |
Debt_Fair_Value_of_Financial_I
Debt Fair Value of Financial Instruments (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Long-term Debt, Gross | $2,338,552 | $2,346,488 |
Debt Instrument, Unamortized Discount | 377,482 | 382,212 |
4.75% Senior Notes, due 2022 [Member] | ||
Long-term Debt, Gross | 400,000 | 400,000 |
Long-term Debt, Fair Value | 414,000 | 408,000 |
5.00% Senior Notes, due 2024 [Member] | ||
Long-term Debt, Gross | 300,000 | 300,000 |
Long-term Debt, Fair Value | 328,100 | 316,700 |
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | ||
Long-term Debt, Gross | 79,969 | 79,972 |
Long-term Debt, Fair Value | 234,000 | 211,900 |
Long-term Debt | 54,513 | 54,148 |
Debt Instrument, Unamortized Discount | 25,456 | 25,824 |
4.00% Junior Subordinated Convertible Debentures, due 2033 [Member] | ||
Long-term Debt, Gross | 305,632 | 306,683 |
Long-term Debt, Fair Value | 581,500 | 550,200 |
Long-term Debt | 188,616 | 188,550 |
Debt Instrument, Unamortized Discount | 117,016 | 118,133 |
3.25% Convertible Senior Debentures, Due 2035 [Member] | ||
Long-term Debt, Gross | 186,033 | 186,033 |
Long-term Debt, Fair Value | 203,900 | 197,000 |
Long-term Debt | 180,171 | 178,284 |
Debt Instrument, Unamortized Discount | 5,862 | 7,749 |
3.50% Convertible Senior Subordianted Notes, Due 2044 [Member] | ||
Long-term Debt, Gross | 424,250 | 424,250 |
Long-term Debt, Fair Value | 518,900 | 507,000 |
Long-term Debt | 218,954 | 218,474 |
Debt Instrument, Unamortized Discount | $205,296 | $205,776 |
Earnings_Loss_Per_Share_Data_D
Earnings (Loss) Per Share Data (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $77,389 | $63,774 |
Earnings (loss) per common share - Basic: | ||
Net income | $0.80 | $0.65 |
Effect of Dilutive Securities [Abstract] | ||
Convertible Securities | 66 | 66 |
Stock options, warrants and awards | 0 | 0 |
Convertible Securities (in shares) | 6,028 | 8,463 |
Stock options, warrants and awards, common shares (in shares) | 446 | 738 |
Income from continuing operations plus assumed conversions | 77,455 | 63,704 |
Earnings (loss) per common share - Diluted: | ||
Net income plus assumed conversions | 77,455 | 63,840 |
Diluted shares | 103,195 | 107,767 |
Diluted earnings per share | $0.75 | $0.59 |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | 77,389 | 63,638 |
Income (Loss) from Continuing Operations, Per Basic Share | $0.80 | $0.65 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $0 | $136 |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share | $0 | $0 |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share | $0 | $0 |
Income (Loss) from Continuing Operations, Per Diluted Share | $0.75 | $0.59 |
Weighted Average Number of Shares Outstanding, Basic | 96,721 | 98,566 |
EarningsPer_Share_Data_Convert
EarningsPer Share Data Convertible Debt (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
3.75% Convertible Senior Subordinated Notes, due 2025 [Member] | |
treasury stock method average share price to include dilutive securities | $26.56 |
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 | $77 |
3.75% Convertible Senior Subordinated Notes Due 2042 [Member] | |
treasury stock method average share price to include dilutive securities | $77 |
3.5% Convertible senior subordinated debt [Domain] | |
treasury stock method average share price to include dilutive securities | $70 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||
Settlement, litigation and other related charges | $9,820 | $7,052 |
Segment_Information_Segment_De1
Segment Information Segment Details (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue, Net | $1,659,842 | $1,571,038 |
Depreciation and amortization expense | -31,363 | -33,736 |
Settlement, litigation and other related charges | -9,820 | -7,052 |
Other charges | -1,049 | -10,276 |
Operating Income (Loss) | 151,980 | 132,752 |
Corporate/Other [Member] | ||
Revenue, Net | 51 | 113 |
Depreciation and amortization expense | -13,372 | -15,138 |
Settlement, litigation and other related charges | 0 | 0 |
Other charges | 342 | -7,765 |
Operating Income (Loss) | -38,726 | -51,561 |
Long Term Care Group [Member] | ||
Revenue, Net | 1,194,520 | 1,191,253 |
Depreciation and amortization expense | -16,815 | -17,471 |
Settlement, litigation and other related charges | -9,820 | -7,052 |
Other charges | -1,391 | -2,511 |
Operating Income (Loss) | 151,703 | 152,584 |
specialty care group [Member] | ||
Revenue, Net | 465,271 | 379,672 |
Depreciation and amortization expense | -1,176 | -1,127 |
Settlement, litigation and other related charges | 0 | 0 |
Other charges | 0 | 0 |
Operating Income (Loss) | $39,003 | $31,729 |
Guarantor_Subsidiaries_Details
Guarantor Subsidiaries (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Summary Consolidating Statements of Income [Abstract] | |||
Net sales | $1,659,842 | $1,571,038 | |
Cost of sales | 1,310,379 | 1,212,584 | |
Gross profit | 349,463 | 358,454 | |
Selling, general and administrative expenses | 167,423 | 186,813 | |
Provision for doubtful accounts | 19,191 | 21,561 | |
Settlement, litigation and other related charges | 9,820 | 7,052 | |
Other miscellaneous charges | 1,049 | 10,276 | |
Operating income | 151,980 | 132,752 | |
Interest expense, net of investment income | -27,649 | -29,441 | |
Income before income taxes | 124,331 | 103,311 | |
Income tax (benefit) expense | 46,942 | 39,673 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 136 | |
Equity of net income (loss) of subsidiaries | 0 | 0 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | 77,389 | 63,638 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 77,389 | 63,774 | |
Comprehensive income (loss) | 77,539 | 63,997 | |
ASSETS | |||
Cash and Cash Equivalents, at Carrying Value | 322,493 | 346,987 | |
Accounts Receivable, Net, Current | 632,606 | 578,761 | |
Inventory, Net | 463,912 | 519,584 | |
Deferred Tax Assets, Net of Valuation Allowance, Current | 60,227 | 59,200 | |
Other Assets, Current | 201,684 | 287,560 | |
Total current assets | 1,680,922 | 1,598,904 | |
Property, Plant and Equipment, Net | 268,827 | 267,753 | |
Goodwill | 4,064,951 | 4,061,806 | |
Intangible Assets, Net (Excluding Goodwill) | 97,090 | 98,942 | |
Other Assets, Noncurrent | 74,847 | 80,385 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | |
Total assets | 6,186,637 | 6,107,790 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Current liabilities of continuing operations, excluding current portion of long-term debt | 564,645 | 420,914 | |
Debt, Current | 448,754 | 446,717 | |
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | ||
Long-term Debt, Excluding Current Maturities | 1,512,316 | 1,517,559 | |
Deferred income tax liabilities | 943,262 | 936,247 | |
Other noncurrent liabilities | 44,111 | 45,926 | |
Temporary Equity, Liquidation Preference | 148,334 | 151,706 | |
Stockholders' equity | 2,525,215 | 2,588,721 | |
Total liabilities and stockholders' equity | 6,186,637 | 6,107,790 | |
Cash flows from operating activities: | |||
Net cash flows (used in) from operating activities | 336,256 | 177,498 | |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash received | 9,328 | 0 | |
Proceeds from Divestiture of Businesses | 0 | 3,629 | |
Capital expenditures | -13,473 | -26,165 | |
Other Investing Activities | 284 | ||
Net cash flows used in investing activities | -22,801 | -22,820 | |
Cash flows from financing activities: | |||
Payments on Term Loans | -5,000 | -5,313 | |
Payments on long-term borrowings and obligations | -2,385 | -39,030 | |
Payments of Debt Issuance Costs | -1,977 | 0 | |
Proceeds from (Repayments of) Bank Overdrafts | 13,734 | -3,537 | |
Payments for Omnicare common stock repurchase | -125,000 | -95,417 | |
Dividends paid | -21,171 | -19,596 | |
Proceeds from (payments for) Other Financing Activities including disc Ops | -2,962 | 4,817 | |
Net Cash Provided by (Used in) Financing Activities | -144,761 | -158,076 | |
Net increase (decrease) in cash and cash equivalents | 168,694 | -3,398 | |
Cash and cash equivalents at beginning of period | 153,799 | 356,001 | |
Cash and cash equivalents at end of period | 322,493 | 346,987 | |
Net Cash Provided by (Used in) Discontinued Operations | 0 | 5,616 | |
Net Cash Provided by (Used in) Continuing Operations | 168,694 | -9,014 | |
Parent Company [Member] | |||
Summary Consolidating Statements of Income [Abstract] | |||
Net sales | 0 | 0 | |
Cost of sales | 0 | 0 | |
Gross profit | 0 | 0 | |
Selling, general and administrative expenses | 828 | 987 | |
Provision for doubtful accounts | 0 | 0 | |
Settlement, litigation and other related charges | 0 | 0 | |
Other miscellaneous charges | 0 | 0 | |
Operating income | -828 | -987 | |
Interest expense, net of investment income | -27,422 | -29,156 | |
Income before income taxes | -28,250 | -30,143 | |
Income tax (benefit) expense | -10,859 | -11,671 | |
Income (Loss) from Continuing Operations Attributable to Parent | -17,391 | -18,472 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | |
Equity of net income (loss) of subsidiaries | 94,780 | 88,246 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 77,389 | 69,774 | |
Comprehensive income (loss) | 77,539 | 63,997 | |
ASSETS | |||
Cash and Cash Equivalents, at Carrying Value | 279,669 | 284,410 | |
Accounts Receivable, Net, Current | 0 | 0 | |
Inventory, Net | 0 | 0 | |
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | 0 | |
Other Assets, Current | 2,956 | 2,287 | |
Total current assets | 282,625 | 115,359 | |
Property, Plant and Equipment, Net | 0 | 0 | |
Goodwill | 0 | 0 | |
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | |
Other Assets, Noncurrent | 21,742 | 21,717 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 4,723,369 | 4,931,821 | |
Total assets | 5,027,736 | 5,068,897 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Current liabilities of continuing operations, excluding current portion of long-term debt | 55,635 | 27,725 | |
Debt, Current | 443,300 | 446,717 | |
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | ||
Long-term Debt, Excluding Current Maturities | 1,506,569 | 1,510,212 | |
Deferred income tax liabilities | 348,683 | 343,816 | |
Other noncurrent liabilities | 0 | 0 | |
Temporary Equity, Liquidation Preference | 148,334 | 151,706 | |
Stockholders' equity | 2,525,215 | 2,588,721 | |
Total liabilities and stockholders' equity | 5,027,736 | 5,068,897 | |
Cash flows from operating activities: | |||
Net cash flows (used in) from operating activities | -1,299 | -1,854 | |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash received | 0 | ||
Proceeds from Divestiture of Businesses | 0 | ||
Capital expenditures | 0 | 0 | |
Other Investing Activities | 0 | ||
Net cash flows used in investing activities | 0 | 0 | |
Cash flows from financing activities: | |||
Payments on Term Loans | -5,000 | -5,313 | |
Payments on long-term borrowings and obligations | -2,385 | -39,030 | |
Payments of Debt Issuance Costs | -1,977 | ||
Proceeds from (Repayments of) Bank Overdrafts | 12,574 | -2,611 | |
Payments for Omnicare common stock repurchase | -125,000 | -95,417 | |
Dividends paid | -21,171 | -19,596 | |
Proceeds from (payments for) Other Financing Activities including disc Ops | 310,855 | 172,321 | |
Net Cash Provided by (Used in) Financing Activities | 167,896 | 10,354 | |
Net increase (decrease) in cash and cash equivalents | 166,597 | 8,500 | |
Cash and cash equivalents at beginning of period | 113,072 | 275,910 | |
Cash and cash equivalents at end of period | 279,669 | 284,410 | |
Net Cash Provided by (Used in) Discontinued Operations | 0 | 0 | |
Cash and Cash Equivalents Period Increase (Decrease) from Continuing Operations | 166,597 | 8,500 | |
Guarantor Subsidiaries [Member] | Convertible Senior Debentures [Member] | |||
Summary Consolidating Statements of Income [Abstract] | |||
Net sales | 0 | 0 | |
Cost of sales | 0 | 0 | |
Gross profit | 0 | 0 | |
Selling, general and administrative expenses | 441 | 436 | |
Provision for doubtful accounts | 0 | 0 | |
Settlement, litigation and other related charges | 0 | 0 | |
Other miscellaneous charges | 0 | 0 | |
Operating income | -441 | -436 | |
Interest expense, net of investment income | 0 | 0 | |
Income before income taxes | -441 | -436 | |
Income tax (benefit) expense | -170 | -169 | |
Income (Loss) from Continuing Operations Attributable to Parent | -271 | -267 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | |
Equity of net income (loss) of subsidiaries | 0 | 0 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | -271 | -267 | |
Comprehensive income (loss) | -271 | -267 | |
ASSETS | |||
Cash and Cash Equivalents, at Carrying Value | 0 | 0 | |
Accounts Receivable, Net, Current | 201 | 203 | |
Inventory, Net | 0 | 0 | |
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | 0 | |
Other Assets, Current | 13 | 0 | |
Total current assets | 214 | 203 | |
Property, Plant and Equipment, Net | 10 | 12 | |
Goodwill | 0 | 0 | |
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | |
Other Assets, Noncurrent | 19 | 19 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | |
Total assets | 243 | 234 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Current liabilities of continuing operations, excluding current portion of long-term debt | 4 | 0 | |
Debt, Current | 0 | 0 | |
Long-term Debt, Excluding Current Maturities | 0 | 0 | |
Deferred income tax liabilities | 0 | 0 | |
Other noncurrent liabilities | 0 | 0 | |
Temporary Equity, Liquidation Preference | 0 | 0 | |
Stockholders' equity | 239 | 234 | |
Total liabilities and stockholders' equity | 243 | 234 | |
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 | ||
Proceeds from Divestiture of Businesses | 0 | ||
Capital expenditures | 0 | 0 | |
Other Investing Activities | 0 | ||
Net cash flows used in investing activities | 0 | 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 | ||
Proceeds from (Repayments of) Bank Overdrafts | 0 | 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 | |
Net Cash Provided by (Used in) Discontinued Operations | 0 | 0 | |
Cash and Cash Equivalents Period Increase (Decrease) from Continuing Operations | 0 | 0 | |
Guarantor Subsidiaries [Member] | Guaranteed Senior Notes Payable [Member] | |||
Summary Consolidating Statements of Income [Abstract] | |||
Net sales | 1,627,819 | 1,540,006 | |
Cost of sales | 1,289,350 | 1,194,399 | |
Gross profit | 338,469 | 345,607 | |
Selling, general and administrative expenses | 162,577 | 182,120 | |
Provision for doubtful accounts | 18,892 | 21,047 | |
Settlement, litigation and other related charges | 9,820 | 7,052 | |
Other miscellaneous charges | 1,049 | 10,276 | |
Operating income | 146,131 | 125,112 | |
Interest expense, net of investment income | -227 | -285 | |
Income before income taxes | 145,904 | 124,827 | |
Income tax (benefit) expense | 55,234 | 48,004 | |
Income (Loss) from Continuing Operations Attributable to Parent | 90,670 | 76,823 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | -267 | |
Equity of net income (loss) of subsidiaries | 0 | 0 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 90,670 | 76,556 | |
Comprehensive income (loss) | 90,670 | 82,556 | |
ASSETS | |||
Cash and Cash Equivalents, at Carrying Value | 25,555 | 49,777 | |
Accounts Receivable, Net, Current | 631,476 | 576,151 | |
Inventory, Net | 457,174 | 511,840 | |
Deferred Tax Assets, Net of Valuation Allowance, Current | 60,022 | 58,988 | |
Other Assets, Current | 167,394 | 256,106 | |
Total current assets | 1,341,621 | 1,429,950 | |
Property, Plant and Equipment, Net | 263,891 | 262,689 | |
Goodwill | 4,036,146 | 4,033,001 | |
Intangible Assets, Net (Excluding Goodwill) | 95,972 | 97,613 | |
Other Assets, Noncurrent | 53,069 | 58,629 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | |
Total assets | 5,790,699 | 5,881,882 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Current liabilities of continuing operations, excluding current portion of long-term debt | 634,187 | 459,808 | |
Debt, Current | 5,454 | 0 | |
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | ||
Long-term Debt, Excluding Current Maturities | 5,747 | 7,347 | |
Deferred income tax liabilities | 594,957 | 592,651 | |
Other noncurrent liabilities | 42,382 | 44,228 | |
Temporary Equity, Liquidation Preference | 0 | 0 | |
Stockholders' equity | 4,507,972 | 4,777,848 | |
Total liabilities and stockholders' equity | 5,790,699 | 5,881,882 | |
Cash flows from operating activities: | |||
Net cash flows (used in) from operating activities | 334,047 | 178,130 | |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash received | 9,328 | ||
Proceeds from Divestiture of Businesses | 3,629 | ||
Capital expenditures | -13,372 | -25,702 | |
Other Investing Activities | 5 | ||
Net cash flows used in investing activities | -22,700 | -22,078 | |
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 | ||
Proceeds from (Repayments of) Bank Overdrafts | 1,160 | -926 | |
Payments for Omnicare common stock repurchase | 0 | 0 | |
Dividends paid | 0 | 0 | |
Proceeds from (payments for) Other Financing Activities including disc Ops | -313,817 | -167,504 | |
Net Cash Provided by (Used in) Financing Activities | -312,657 | -168,430 | |
Net increase (decrease) in cash and cash equivalents | -1,310 | -12,378 | |
Cash and cash equivalents at beginning of period | 26,865 | 68,050 | |
Cash and cash equivalents at end of period | 25,555 | 49,777 | |
Net Cash Provided by (Used in) Discontinued Operations | 0 | 5,895 | |
Cash and Cash Equivalents Period Increase (Decrease) from Continuing Operations | -1,310 | -18,273 | |
Non-Guarantor Subsidiaries [Member] | Convertible Senior Debentures [Member] | |||
Summary Consolidating Statements of Income [Abstract] | |||
Net sales | 1,659,842 | 1,571,038 | |
Cost of sales | 1,310,379 | 1,212,584 | |
Gross profit | 349,463 | 358,454 | |
Selling, general and administrative expenses | 166,154 | 185,390 | |
Provision for doubtful accounts | 19,191 | 21,561 | |
Settlement, litigation and other related charges | 9,820 | 7,052 | |
Other miscellaneous charges | 1,049 | 10,276 | |
Operating income | 153,249 | 134,175 | |
Interest expense, net of investment income | -227 | -285 | |
Income before income taxes | 153,022 | 133,890 | |
Income tax (benefit) expense | 57,971 | 51,513 | |
Income (Loss) from Continuing Operations Attributable to Parent | 95,051 | 82,377 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 136 | |
Equity of net income (loss) of subsidiaries | 0 | 0 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | 95,051 | 82,513 | |
Comprehensive income (loss) | 95,051 | 88,513 | |
ASSETS | |||
Cash and Cash Equivalents, at Carrying Value | 42,824 | 62,577 | |
Accounts Receivable, Net, Current | 632,606 | 578,761 | |
Inventory, Net | 463,912 | 519,584 | |
Deferred Tax Assets, Net of Valuation Allowance, Current | 60,227 | 59,200 | |
Other Assets, Current | 198,715 | 285,273 | |
Total current assets | 1,398,284 | 1,483,545 | |
Property, Plant and Equipment, Net | 268,817 | 267,741 | |
Goodwill | 4,064,951 | 4,061,806 | |
Intangible Assets, Net (Excluding Goodwill) | 97,090 | 98,942 | |
Other Assets, Noncurrent | 53,086 | 58,649 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | |
Total assets | 5,882,228 | 5,970,683 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Current liabilities of continuing operations, excluding current portion of long-term debt | 509,207 | 393,392 | |
Debt, Current | 5,454 | 0 | |
Long-term Debt, Excluding Current Maturities | 5,747 | 7,347 | |
Deferred income tax liabilities | 594,579 | 592,431 | |
Other noncurrent liabilities | 44,111 | 45,926 | |
Temporary Equity, Liquidation Preference | 0 | 0 | |
Stockholders' equity | 4,723,130 | 4,931,587 | |
Total liabilities and stockholders' equity | 5,882,228 | 5,970,683 | |
Cash flows from operating activities: | |||
Net cash flows (used in) from operating activities | 337,555 | 179,352 | |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash received | 9,328 | ||
Proceeds from Divestiture of Businesses | 3,629 | ||
Capital expenditures | -13,473 | -26,165 | |
Other Investing Activities | 284 | ||
Net cash flows used in investing activities | -22,801 | -22,820 | |
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 | ||
Proceeds from (Repayments of) Bank Overdrafts | 1,160 | -926 | |
Payments for Omnicare common stock repurchase | 0 | 0 | |
Dividends paid | 0 | 0 | |
Proceeds from (payments for) Other Financing Activities including disc Ops | -313,817 | -167,504 | |
Net Cash Provided by (Used in) Financing Activities | -312,657 | -168,430 | |
Net increase (decrease) in cash and cash equivalents | 2,097 | -11,898 | |
Cash and cash equivalents at beginning of period | 40,727 | 80,091 | |
Cash and cash equivalents at end of period | 42,824 | 62,577 | |
Net Cash Provided by (Used in) Discontinued Operations | 0 | 5,616 | |
Cash and Cash Equivalents Period Increase (Decrease) from Continuing Operations | 2,097 | -17,514 | |
Non-Guarantor Subsidiaries [Member] | Guaranteed Senior Notes Payable [Member] | |||
Summary Consolidating Statements of Income [Abstract] | |||
Net sales | 32,023 | 31,032 | |
Cost of sales | 21,029 | 18,185 | |
Gross profit | 10,994 | 12,847 | |
Selling, general and administrative expenses | 4,018 | 3,706 | |
Provision for doubtful accounts | 299 | 514 | |
Settlement, litigation and other related charges | 0 | 0 | |
Other miscellaneous charges | 0 | 0 | |
Operating income | 6,677 | 8,627 | |
Interest expense, net of investment income | 0 | 0 | |
Income before income taxes | 6,677 | 8,627 | |
Income tax (benefit) expense | 2,567 | 3,340 | |
Income (Loss) from Continuing Operations Attributable to Parent | 4,110 | 5,287 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 403 | |
Equity of net income (loss) of subsidiaries | 0 | 0 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 4,110 | 5,690 | |
Comprehensive income (loss) | 4,110 | 5,690 | |
ASSETS | |||
Cash and Cash Equivalents, at Carrying Value | 17,269 | 12,800 | |
Accounts Receivable, Net, Current | 160,678 | 100,046 | |
Inventory, Net | 6,738 | 7,744 | |
Deferred Tax Assets, Net of Valuation Allowance, Current | 583 | 432 | |
Other Assets, Current | 31,334 | 29,167 | |
Total current assets | 216,602 | 151,251 | |
Property, Plant and Equipment, Net | 4,936 | 5,064 | |
Goodwill | 28,805 | 28,805 | |
Intangible Assets, Net (Excluding Goodwill) | 1,118 | 1,329 | |
Other Assets, Noncurrent | 36 | 39 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 0 | 0 | |
Total assets | 251,497 | 186,488 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Current liabilities of continuing operations, excluding current portion of long-term debt | 34,371 | 30,817 | |
Debt, Current | 0 | 0 | |
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | ||
Long-term Debt, Excluding Current Maturities | 0 | 0 | |
Deferred income tax liabilities | 0 | 0 | |
Other noncurrent liabilities | 1,729 | 1,698 | |
Temporary Equity, Liquidation Preference | 0 | 0 | |
Stockholders' equity | 215,397 | 153,973 | |
Total liabilities and stockholders' equity | 251,497 | 186,488 | |
Cash flows from operating activities: | |||
Net cash flows (used in) from operating activities | 3,508 | 1,222 | |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash received | 0 | ||
Proceeds from Divestiture of Businesses | 0 | ||
Capital expenditures | -101 | -463 | |
Other Investing Activities | 279 | ||
Net cash flows used in investing activities | -101 | -742 | |
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 | ||
Proceeds from (Repayments of) Bank Overdrafts | 0 | 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 | 3,407 | 480 | |
Cash and cash equivalents at beginning of period | 13,862 | 12,041 | |
Cash and cash equivalents at end of period | 17,269 | 12,800 | |
Net Cash Provided by (Used in) Discontinued Operations | 0 | -279 | |
Cash and Cash Equivalents Period Increase (Decrease) from Continuing Operations | 3,407 | 759 | |
Consolidating, Eliminating Adjustments [Member] | |||
Summary Consolidating Statements of Income [Abstract] | |||
Comprehensive income (loss) | -94,780 | -88,246 | |
Consolidating, Eliminating Adjustments [Member] | Convertible Senior Debentures [Member] | |||
Summary Consolidating Statements of Income [Abstract] | |||
Net sales | 0 | 0 | |
Cost of sales | 0 | 0 | |
Gross profit | 0 | 0 | |
Selling, general and administrative expenses | 0 | 0 | |
Provision for doubtful accounts | 0 | 0 | |
Settlement, litigation and other related charges | 0 | 0 | |
Other miscellaneous charges | 0 | 0 | |
Operating income | 0 | 0 | |
Interest expense, net of investment income | 0 | 0 | |
Income before income taxes | 0 | 0 | |
Income tax (benefit) expense | 0 | 0 | |
Income (Loss) from Continuing Operations Attributable to Parent | 0 | 0 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | |
Equity of net income (loss) of subsidiaries | -94,780 | -88,246 | |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | -94,780 | -88,246 | |
ASSETS | |||
Cash and Cash Equivalents, at Carrying Value | 0 | ||
Accounts Receivable, Net, Current | -201 | -203 | |
Inventory, Net | 0 | 0 | |
Deferred Tax Assets, Net of Valuation Allowance, Current | 0 | 0 | |
Other Assets, Current | 0 | 0 | |
Total current assets | -201 | -203 | |
Property, Plant and Equipment, Net | 0 | 0 | |
Goodwill | 0 | 0 | |
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | |
Other Assets, Noncurrent | 0 | 0 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | -4,723,369 | -4,931,821 | |
Total assets | -4,723,570 | -4,932,024 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Current liabilities of continuing operations, excluding current portion of long-term debt | -201 | -203 | |
Debt, Current | 0 | 0 | |
Long-term Debt, Excluding Current Maturities | 0 | 0 | |
Deferred income tax liabilities | 0 | 0 | |
Other noncurrent liabilities | 0 | 0 | |
Temporary Equity, Liquidation Preference | 0 | 0 | |
Stockholders' equity | -4,723,369 | -4,931,821 | |
Total liabilities and stockholders' equity | -4,723,570 | -4,932,024 | |
Cash flows from financing activities: | |||
Cash and cash equivalents at beginning of period | 0 | ||
Cash and cash equivalents at end of period | 0 | ||
Consolidating, Eliminating Adjustments [Member] | Guaranteed Senior Notes Payable [Member] | |||
Summary Consolidating Statements of Income [Abstract] | |||
Net sales | 0 | 0 | |
Cost of sales | 0 | 0 | |
Gross profit | 0 | 0 | |
Selling, general and administrative expenses | 0 | 0 | |
Provision for doubtful accounts | 0 | 0 | |
Settlement, litigation and other related charges | 0 | 0 | |
Other miscellaneous charges | 0 | 0 | |
Operating income | 0 | 0 | |
Interest expense, net of investment income | 0 | 0 | |
Income before income taxes | 0 | 0 | |
Income tax (benefit) expense | 0 | 0 | |
Income (Loss) from Continuing Operations Attributable to Parent | 0 | 0 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | |
Equity of net income (loss) of subsidiaries | -94,780 | -88,246 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | -94,780 | -88,246 | |
ASSETS | |||
Cash and Cash Equivalents, at Carrying Value | 0 | ||
Accounts Receivable, Net, Current | -159,548 | -97,436 | |
Inventory, Net | 0 | 0 | |
Deferred Tax Assets, Net of Valuation Allowance, Current | -378 | -220 | |
Other Assets, Current | 0 | 0 | |
Total current assets | -159,926 | -97,656 | |
Property, Plant and Equipment, Net | 0 | 0 | |
Goodwill | 0 | 0 | |
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | |
Other Assets, Noncurrent | 0 | 0 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | -4,723,369 | -4,931,821 | |
Total assets | -4,883,295 | -5,029,477 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Current liabilities of continuing operations, excluding current portion of long-term debt | -159,548 | -97,436 | |
Debt, Current | 0 | 0 | |
Liabilities of Disposal Group, Including Discontinued Operation, Current | 0 | ||
Long-term Debt, Excluding Current Maturities | 0 | 0 | |
Deferred income tax liabilities | -378 | -220 | |
Other noncurrent liabilities | 0 | 0 | |
Temporary Equity, Liquidation Preference | 0 | 0 | |
Stockholders' equity | -4,723,369 | -4,931,821 | |
Total liabilities and stockholders' equity | -4,883,295 | -5,029,477 | |
Cash flows from financing activities: | |||
Cash and cash equivalents at beginning of period | 0 | ||
Cash and cash equivalents at end of period | $0 |