Omnicare, Inc. and Subsidiary Companies
Summary Consolidated Statements of Income, GAAP Basis
(000s, except per share amounts)
Unaudited
| | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| 2009 (a)(c)(e) | | 2008 (a)(b)(c)(e) | | 2009 (a)(c)(f) | | 2008 (a)(b)(c)(f) |
Net sales | | | $ | | 1,540,507 | | | | $ | | 1,522,712 | | | | $ | | 3,082,612 | | | | $ | | 3,053,150 | |
Cost of sales | | | | 1,168,778 | | | | | 1,149,864 | | | | | 2,320,546 | | | | | 2,309,445 | |
Heartland repack matters | | | | 815 | | | | | 1,560 | | | | | 1,917 | | | | | 3,134 | |
| | | | | | | | |
Gross profit | | | | 370,914 | | | | | 371,288 | | | | | 760,149 | | | | | 740,571 | |
Selling, general and administrative | | | | | | | | |
expenses | | | | 203,491 | | | | | 226,951 | | | | | 419,624 | | | | | 453,178 | |
Provision for doubtful accounts | | | | 22,710 | | | | | 24,093 | | | | | 47,981 | | | | | 52,245 | |
Restructuring and other related charges | | | | 5,883 | | | | | 10,784 | | | | | 12,800 | | | | | 17,232 | |
Litigation and other related professional fees | | | | 28,357 | | | | | 16,022 | | | | | 70,022 | | | | | 37,664 | |
Heartland repack matters | | | | 381 | | | | | 180 | | | | | 1,272 | | | | | 499 | |
Acquisition and other related costs | | | | 2,011 | | | | | — | | | | | 2,850 | | | | | — | |
| | | | | | | | |
Operating income | | | | 108,081 | | | | | 93,258 | | | | | 205,600 | | | | | 179,753 | |
Investment income | | | | 1,032 | | | | | 1,959 | | | | | 3,439 | | | | | 4,570 | |
Interest expense | | | | (29,775 | ) | | | | | (35,693 | ) | | | | | (61,062 | ) | | | | | (72,506 | ) | |
Amortization of discount on convertible notes | | | | (6,927 | ) | | | | | (6,421 | ) | | | | | (13,724 | ) | | | | | (12,721 | ) | |
| | | | | | | | |
Income from continuing operations before income taxes | | | | 72,411 | | | | | 53,103 | | | | | 134,253 | | | | | 99,096 | |
Income tax expense | | | | 30,417 | | | | | 19,609 | | | | | 60,031 | | | | | 38,065 | |
| | | | | | | | |
Income from continuing operations | | | | 41,994 | | | | | 33,494 | | | | | 74,222 | | | | | 61,031 | |
Loss from discontinued operations, including | | | | | | | | |
impairment charge of $12,065 aftertax during | | | | | | | | |
the 2009 periods (a) | | | | (13,275 | ) | | | | | (559 | ) | | | | | (14,609 | ) | | | | | (1,946 | ) | |
| | | | | | | | |
Net income | | | $ | | 28,719 | | | | $ | | 32,935 | | | | $ | | 59,613 | | | | $ | | 59,085 | |
| | | | | | | | |
Earnings (loss) per common share - Basic:(d) | | | | | | | | |
Continuing operations | | | $ | | 0.36 | �� | | | $ | | 0.28 | | | | $ | | 0.64 | | | | $ | | 0.51 | |
Discontinued operations (a) | | | | (0.11 | ) | | | | | (0.00 | ) | | | | | (0.13 | ) | | | | | (0.02 | ) | |
| | | | | | | | |
Net income | | | $ | | 0.25 | | | | $ | | 0.28 | | | | $ | | 0.51 | | | | $ | | 0.50 | |
| | | | | | | | |
Earnings (loss) per common share - Diluted:(d) | | | | | | | | |
Continuing operations | | | $ | | 0.36 | | | | $ | | 0.28 | | | | $ | | 0.63 | | | | $ | | 0.51 | |
Discontinued operations (a) | | | | (0.11 | ) | | | | | (0.00 | ) | | | | | (0.12 | ) | | | | | (0.02 | ) | |
| | | | | | | | |
Net income | | | $ | | 0.24 | | | | $ | | 0.28 | | | | $ | | 0.51 | | | | $ | | 0.50 | |
Weighted average number of common shares outstanding: | | | | | | | | |
Basic | | | | 116,852 | | | | | 117,901 | | | | | 116,652 | | | | | 118,874 | |
| | | | | | | | |
Diluted | | | | 117,640 | | | | | 118,672 | | | | | 117,490 | | | | | 119,606 | |
| | | | | | | | |
The footnotes presented at the separate “Footnotes to Financial Information” pages are an integral part of this financial information.
8
Omnicare, Inc. and Subsidiary Companies
Summary Segment Financial Data, Non-GAAP Basis (g)
Excluding EITF No. 01-14 and Special Items
(000s)
Unaudited
| | | | | | | | |
| | Pharmacy Services (a) | | CRO Services | | Corporate and Consolidated | | Consolidating Totals (a) |
Three months ended June 30, 2009 (a): | | | | | | | | |
Adjusted net sales | | | $ | | 1,499,704 | | | | $ | | 35,647 | (h) | | | | $ | | — | | | | $ | | 1,535,351 | (h) | |
| | | | | | | | |
Adjusted operating income (expense) from continuing operations (i) | | | $ | | 165,882 | | | | $ | | 1,620 | | | | $ | | (20,535 | ) | | | | $ | | 146,967 | |
Depreciation and amortization expense | | | | 21,385 | | | | | 469 | | | | | 13,983 | | | | | 35,837 | |
Amortization of discount on convertible notes | | | | — | | | | | — | | | | | (6,927 | ) | | | | | (6,927 | ) | |
Incremental SFAS 123R amortization expense | | | | — | | | | | — | | | | | (1,439 | ) | | | | | (1,439 | ) | |
| | | | | | | | |
Adjusted earnings before interest, income taxes, depreciation and amortization (“EBITDA”) from continuing operations (i)(j) | | | $ | | 187,267 | | | | $ | | 2,089 | | | | $ | | (14,918 | ) | | | | $ | | 174,438 | |
| | | | | | | | |
Three months ended June 30, 2008 (a)(b): | | | | | | | | |
Adjusted net sales | | | $ | | 1,469,081 | | | | $ | | 44,816 | (h) | | | | $ | | — | | | | $ | | 1,513,897 | (h) | |
| | | | | | | | |
Adjusted operating income (expense) from continuing operations (i) | | | $ | | 145,399 | | | | $ | | 4,400 | | | | $ | | (27,995 | ) | | | | $ | | 121,804 | |
Depreciation and amortization expense | | | | 19,344 | | | | | 450 | | | | | 13,427 | | | | | 33,221 | |
Amortization of discount on convertible notes | | | | — | | | | | — | | | | | (6,421 | ) | | | | | (6,421 | ) | |
| | | | | | | | |
Adjusted EBITDA from continuing operations (i)(j) | | | $ | | 164,743 | | | | $ | | 4,850 | | | | $ | | (20,989 | ) | | | | $ | | 148,604 | |
| | | | | | | | |
Six months ended June 30, 2009 (a): | | | | | | | | |
Adjusted net sales | | | $ | | 2,997,066 | | | | $ | | 74,603 | (h) | | | | $ | | — | | | | $ | | 3,071,669 | (h) | |
| | | | | | | | |
Adjusted operating income (expense) from continuing operations (i) | | | $ | | 337,559 | | | | $ | | 4,664 | | | | $ | | (44,579 | ) | | | | $ | | 297,644 | |
Depreciation and amortization expense | | | | 42,227 | | | | | 943 | | | | | 28,183 | | | | | 71,353 | |
Amortization of discount on convertible notes | | | | — | | | | | — | | | | | (13,724 | ) | | | | | (13,724 | ) | |
Incremental SFAS 123R amortization expense | | | | — | | | | | — | | | | | (3,183 | ) | | | | | (3,183 | ) | |
| | | | | | | | |
Adjusted EBITDA from continuing operations (i)(j) | | | $ | | 379,786 | | | | $ | | 5,607 | | | | $ | | (33,303 | ) | | | | $ | | 352,090 | |
| | | | | | | | |
Six months ended June 30, 2008 (a)(b): | | | | | | | | |
Adjusted net sales | | | $ | | 2,950,346 | | | | $ | | 86,623 | (h) | | | | $ | | — | | | | $ | | 3,036,969 | (h) | |
| | | | | | | | |
Adjusted operating income (expense) from continuing operations (i) | | | $ | | 285,516 | | | | $ | | 7,842 | | | | $ | | (55,076 | ) | | | | $ | | 238,282 | |
Depreciation and amortization expense | | | | 38,199 | | | | | 889 | | | | | 28,564 | | | | | 67,652 | |
Amortization of discount on convertible notes | | | | — | | | | | — | | | | | (12,721 | ) | | | | | (12,721 | ) | |
| | | | | | | | |
Adjusted EBITDA from continuing operations (i)(j) | | | $ | | 323,715 | | | | $ | | 8,731 | | | | $ | | (39,233 | ) | | | | $ | | 293,213 | |
| | | | | | | | |
The footnotes presented at the separate “Footnotes to Financial Information” pages are an integral part of this financial information.
9
Omnicare, Inc. and Subsidiary Companies
Condensed Consolidated Balance Sheets, GAAP Basis
(000s)
Unaudited
| | | | |
| | June 30, 2009 (a) | | December 31, 2008 (a)(b) |
ASSETS | | | | |
Current assets: | | | | |
Cash and cash equivalents | | | $ | | 273,766 | | | | $ | | 214,668 | |
Restricted cash | | | | 2,484 | | | | | 1,891 | |
Accounts receivable, net | | | | 1,270,946 | | | | | 1,337,558 | |
Unbilled receivables, CRO | | | | 23,093 | | | | | 22,329 | |
Inventories | | | | 338,453 | | | | | 449,023 | |
Deferred income tax benefits | | | | 142,042 | | | | | 134,249 | |
Other current assets | | | | 181,184 | | | | | 176,989 | |
Current assets of discontinued operations | | | | 31,696 | | | | | 34,986 | |
| | | | |
Total current assets | | | | 2,263,664 | | | | | 2,371,693 | |
| | | | |
Properties and equipment, net | | | | 210,245 | | | | | 208,527 | |
Goodwill | | | | 4,235,328 | | | | | 4,211,221 | |
Identifiable intangible assets, net | | | | 311,793 | | | | | 329,446 | |
Other noncurrent assets | | | | 259,150 | | | | | 272,113 | |
Noncurrent assets of discontinued operations | | | | 45,846 | | | | | 57,245 | |
| | | | |
Total noncurrent assets | | | | 5,062,362 | | | | | 5,078,552 | |
| | | | |
Total assets | | | $ | | 7,326,026 | | | | $ | | 7,450,245 | |
| | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | |
Current liabilities: | | | | |
Accounts payable | | | $ | | 240,328 | | | | $ | | 333,728 | |
Accrued employee compensation | | | | 35,884 | | | | | 50,082 | |
Deferred revenue, CRO | | | | 14,798 | | | | | 23,227 | |
Current debt | | | | 1,438 | | | | | 1,784 | |
Other current liabilities | | | | 246,444 | | | | | 221,632 | |
Current liabilities of discontinued operations | | | | 8,830 | | | | | 10,336 | |
| | | | |
Total current liabilities | | | | 547,722 | | | | | 640,789 | |
| | | | |
Long-term debt, notes and convertible debentures | | | | 2,212,114 | | | | | 2,352,824 | |
Deferred income tax liabilities | | | | 553,553 | | | | | 525,426 | |
Other noncurrent liabilities | | | | 278,829 | | | | | 276,284 | |
Noncurrent liabilities of discontinued operations | | | | 53 | | | | | 53 | |
| | | | |
Total noncurrent liabilities | | | | 3,044,549 | | | | | 3,154,587 | |
| | | | |
Total liabilities | | | | 3,592,271 | | | | | 3,795,376 | |
| | | | |
Stockholders’ equity | | | | 3,733,755 | | | | | 3,654,869 | |
| | | | |
Total liabilities and stockholders’ equity | | | $ | | 7,326,026 | | | | $ | | 7,450,245 | |
| | | | |
The footnotes presented at the separate “Footnotes to Financial Information” pages are an integral part of this financial information.
10
Omnicare, Inc. and Subsidiary Companies
Condensed Consolidated Statement of Cash Flows, GAAP Basis
(000s)
Unaudited
| | | | |
| | Three months ended June 30, 2009 (a) | | Six months ended June 30, 2009 (a) |
Cash flows from operating activities: | | | | |
Net income | | | $ | | 28,719 | | | | $ | | 59,613 | |
Loss from discontinued operations | | | | 13,275 | | | | | 14,609 | |
Adjustments to reconcile net income to net cash flows from operating activities: | | | | |
Depreciation expense | | | | 12,927 | | | | | 25,467 | |
Amortization expense | | | | 22,910 | | | | | 45,886 | |
Changes in assets and liabilities, net of effects from acquisition of businesses | | | | 63,672 | | | | | 116,705 | |
| | | | |
Net cash flows from operating activities of continuing operations | | | | 141,503 | | | | | 262,280 | |
Net cash flows from operating activities of discontinued operations | | | | 521 | | | | | 662 | |
| | | | |
Net cash flows from operating activities | | | | 142,024 | | | | | 262,942 | |
| | | | |
Cash flows from investing activities: | | | | |
Acquisition of businesses, net of cash received | | | | (11,390 | ) | | | | | (43,100 | ) | |
Capital expenditures | | | | (6,718 | ) | | | | | (15,315 | ) | |
Transfer of cash to trusts for employee health and | | | | |
severance costs, net of payments out of the trust | | | | (605 | ) | | | | | 843 | |
Other | | | | 605 | | | | | (1,789 | ) | |
| | | | |
Net cash flows used in investing activities of continuing operations | | | | (18,108 | ) | | | | | (59,361 | ) | |
Net cash flows used in investing activities of discontinued operations | | | | (222 | ) | | | | | (444 | ) | |
| | | | |
Net cash flows used in investing activities | | | | (18,330 | ) | | | | | (59,805 | ) | |
| | | | |
Cash flows from financing activities: | | | | |
Payments on revolving credit facility, term A loan and long-term | | | | |
borrowings and obligations | | | | (75,499 | ) | | | | | (150,993 | ) | |
Decrease in cash overdraft balance | | | | 1,266 | | | | | (137 | ) | |
Payments for stock awards and exercise of | | | | |
stock options, net of stock tendered in payment | | | | 11,334 | | | | | 9,464 | |
Excess tax benefits from stock-based compensation | | | | 1,928 | | | | | 2,366 | |
Dividends paid | | | | (2,679 | ) | | | | | (5,352 | ) | |
| | | | |
Net cash flows used in financing activities of continuing operations | | | | (63,650 | ) | | | | | (144,652 | ) | |
Net cash flows used in financing activities of discontinued operations | | | | — | | | | | — | |
| | | | |
Net cash flows used in investing activities | | | | (63,650 | ) | | | | | (144,652 | ) | |
Effect of exchange rate changes on cash | | | | (727 | ) | | | | | 831 | |
| | | | |
Net decrease in cash and cash equivalents | | | | 59,317 | | | | | 59,316 | |
Less increase in cash and cash equivalents of discontinued operations | | | | 299 | | | | | 218 | |
| | | | |
Increase in cash and cash equivalents of continuing operations | | | | 59,018 | | | | | 59,098 | |
Cash and cash equivalents at beginning of period | | | | 214,748 | | | | | 214,668 | |
| | | | |
Cash and cash equivalents at end of period | | | $ | | 273,766 | | | | $ | | 273,766 | |
| | | | |
The footnotes presented at the separate “Footnotes to Financial Information” pages are an integral part of this financial information.
11
Omnicare, Inc. and Subsidiary Companies
Reconciliation Statement and Definitions, Non-GAAP Basis (g)
(000s, except per share amounts)
Unaudited
| | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| 2009 (a) | | 2008 (a)(b) | | 2009 (a) | | 2008 (a)(b) |
Adjusted net sales: | | | | | | | | |
Net sales (c) | | | $ | | 1,540,507 | | | | $ | | 1,522,712 | | | | $ | | 3,082,612 | | | | $ | | 3,053,150 | |
Reimbursable out-of-pockets (c) | | | | (5,156 | ) | | | | | (8,815 | ) | | | | | (10,943 | ) | | | | | (16,181 | ) | |
| | | | | | | | |
Adjusted net sales, excluding EITF No. 01-14 (h) | | | $ | | 1,535,351 | | | | $ | | 1,513,897 | | | | $ | | 3,071,669 | | | | $ | | 3,036,969 | |
| | | | | | | | |
Adjusted gross profit: | | | | | | | | |
Gross profit | | | $ | | 370,914 | | | | $ | | 371,288 | | | | $ | | 760,149 | | | | $ | | 740,571 | |
Special items (i) | | | | 815 | | | | | 1,560 | | | | | 1,917 | | | | | 3,134 | |
| | | | | | | | |
Adjusted gross profit (i) | | | $ | | 371,729 | | | | $ | | 372,848 | | | | $ | | 762,066 | | | | $ | | 743,705 | |
| | | | | | | | |
Adjusted operating income (earnings before interest and income taxes, “EBIT”): | | | | | | | | |
EBIT | | | $ | | 108,081 | | | | $ | | 93,258 | | | | $ | | 205,600 | | | | $ | | 179,753 | |
Special items (i) | | | | 38,886 | | | | | 28,546 | | | | | 92,044 | | | | | 58,529 | |
| | | | | | | | |
Adjusted EBIT (i) | | | $ | | 146,967 | | | | $ | | 121,804 | | | | $ | | 297,644 | | | | $ | | 238,282 | |
| | | | | | | | |
Adjusted income from continuing operations before income taxes: | | | | | | | | |
Income from continuing operations before income taxes | | | $ | | 72,411 | | | | $ | | 53,103 | | | | $ | | 134,253 | | | | $ | | 99,096 | |
Special items (i) | | | | 45,813 | | | | | 34,967 | | | | | 105,768 | | | | | 71,250 | |
| | | | | | | | |
Adjusted income from continuing operations before income taxes (i) | | | $ | | 118,224 | | | | $ | | 88,070 | | | | $ | | 240,021 | | | | $ | | 170,346 | |
| | | | | | | | |
Adjusted income from continuing operations: | | | | | | | | |
Income from continuing operations | | | $ | | 41,994 | | | | $ | | 33,494 | | | | $ | | 74,222 | | | | $ | | 61,031 | |
Special items, net of taxes (i) | | | | 32,789 | | | | | 21,854 | | | | | 76,626 | | | | | 43,823 | |
| | | | | | | | |
Adjusted income from continuing operations (i) | | | | 74,783 | | | | | 55,348 | | | | | 150,848 | | | | | 104,854 | |
Loss from discontinued operations, including impairment charge of $12,065 aftertax during the 2009 periods (a) | | | | (13,275 | ) | | | | | (559 | ) | | | | | (14,609 | ) | | | | | (1,946 | ) | |
| | | | | | | | |
Adjusted net income | | | $ | | 61,508 | | | | $ | | 54,789 | | | | $ | | 136,239 | | | | $ | | 102,908 | |
| | | | | | | | |
Adjusted earnings per share:(d) | | | | | | | | |
Basic earnings per share from continuing operations | | | $ | | 0.36 | | | | $ | | 0.28 | | | | $ | | 0.64 | | | | $ | | 0.51 | |
Special items, net of taxes (i) | | | | 0.28 | | | | | 0.19 | | | | | 0.66 | | | | | 0.37 | |
Adjusted basic earnings per share from continuing operations (i) | | | $ | | 0.64 | | | | $ | | 0.47 | | | | $ | | 1.29 | | | | $ | | 0.88 | |
Basic earnings per share from discontinued operations | | | | (0.11 | ) | | | | | (0.00 | ) | | | | | (0.13 | ) | | | | | (0.02 | ) | |
Adjusted basic earnings per share | | | $ | | 0.53 | | | | $ | | 0.46 | | | | $ | | 1.17 | | | | $ | | 0.87 | |
| | | | | | | | |
Diluted earnings per share from continuing operations | | | $ | | 0.36 | | | | $ | | 0.28 | | | | $ | | 0.63 | | | | $ | | 0.51 | |
Special items, net of taxes (i) | | | | 0.28 | | | | | 0.18 | | | | | 0.65 | | | | | 0.37 | |
Adjusted diluted earnings per share from continuing operations (i) | | | $ | | 0.64 | | | | $ | | 0.47 | | | | $ | | 1.29 | | | | $ | | 0.88 | |
Diluted earnings per share from discontinued operations | | | | (0.11 | ) | | | | | (0.00 | ) | | | | | (0.12 | ) | | | | | (0.02 | ) | |
Adjusted diluted earnings per share | | | $ | | 0.52 | | | | $ | | 0.46 | | | | $ | | 1.16 | | | | $ | | 0.86 | |
| | | | | | | | |
Adjusted earnings before interest, income taxes, depreciation and amortization (“EBITDA”): (j) | | | | | | | | |
EBIT from continuing operations | | | $ | | 108,081 | | | | $ | | 93,258 | | | | $ | | 205,600 | | | | $ | | 179,753 | |
Depreciation and amortization expense | | | | 35,837 | | | | | 33,221 | | | | | 71,353 | | | | | 67,652 | |
Amortization of discount on convertible notes | | | | (6,927 | ) | | | | | (6,421 | ) | | | | | (13,724 | ) | | | | | (12,721 | ) | |
| | | | | | | | |
EBITDA from continuing operations (j) | | | | 136,991 | | | | | 120,058 | | | | | 263,229 | | | | | 234,684 | |
Special items (i) | | | | 37,447 | | | | | 28,546 | | | | | 88,861 | | | | | 58,529 | |
| | | | | | | | |
Adjusted EBITDA from continuing operations (i)(j) | | | $ | | 174,438 | | | | $ | | 148,604 | | | | $ | | 352,090 | | | | $ | | 293,213 | |
| | | | | | | | |
The footnotes presented at the separate “Footnotes to Financial Information” pages are an integral part of this financial information.
12
Omnicare, Inc. and Subsidiary Companies
Reconciliation Statement and Definitions, Non-GAAP Basis (g)
(000s)
Unaudited
| | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| 2009 (a) | | 2008 (a)(b) | | 2009 (a) | | 2008 (a)(b) |
EBITDA to net cash flows from operating activities: | | | | | | | | |
EBITDA (j) | | | $ | | 136,991 | | | | $ | | 120,058 | | | | $ | | 263,229 | | | | $ | | 234,684 | |
(Subtract)/Add: | | | | | | | | |
Interest expense, net of investment income | | | | (28,743 | ) | | | | | (33,734 | ) | | | | | (57,623 | ) | | | | | (67,936 | ) | |
Income tax provision | | | | (30,417 | ) | | | | | (19,609 | ) | | | | | (60,031 | ) | | | | | (38,065 | ) | |
Changes in assets and liabilities, net of effects from acquisition of businesses | | | | 63,672 | | | | | 18,937 | | | | | 116,705 | | | | | 98,562 | |
| | | | | | | | |
Net cash flows from operating activities of continuing operations | | | | 141,503 | | | | | 85,652 | | | | | 262,280 | | | | | 227,245 | |
Net cash flows from operating activities of discontinued operations | | | | 521 | | | | | 696 | | | | | 662 | | | | | 1,367 | |
| | | | | | | | |
Net cash flows from operating activities | | | $ | | 142,024 | | | | $ | | 86,348 | | | | $ | | 262,942 | | | | $ | | 228,612 | |
| | | | | | | | |
Free cash flow: (k) | | | | | | | | |
Net cash flows from operating activities | | | $ | | 141,503 | | | | $ | | 85,652 | | | | $ | | 262,280 | | | | $ | | 227,245 | |
Capital expenditures | | | | (6,718 | ) | | | | | (15,523 | ) | | | | | (15,315 | ) | | | | | (27,430 | ) | |
Dividends | | | | (2,679 | ) | | | | | (2,666 | ) | | | | | (5,352 | ) | | | | | (5,412 | ) | |
| | | | | | | | |
Free cash flow (k) | | | $ | | 132,106 | | | | $ | | 67,463 | | | | $ | | 241,613 | | | | $ | | 194,403 | |
| | | | | | | | |
Segment Reconciliations - Pharmacy Services: | | | | | | | | |
Adjusted EBIT - Pharmacy Services: | | | | | | | | |
EBIT from continuing operations | | | $ | | 129,557 | | | | $ | | 118,415 | | | | $ | | 250,739 | | | | $ | | 229,901 | |
Special items (i) | | | | 36,325 | | | | | 26,984 | | | | | 86,820 | | | | | 55,615 | |
| | | | | | | | |
Adjusted EBIT from continuing operations- Pharmacy Services (i) | | | $ | | 165,882 | | | | $ | | 145,399 | | | | $ | | 337,559 | | | | $ | | 285,516 | |
| | | | | | | | |
Adjusted EBITDA - Pharmacy Services: (i) | | | | | | | | |
EBITDA from continuing operations (j) | | | $ | | 150,942 | | | | $ | | 137,759 | | | | $ | | 292,966 | | | | $ | | 268,100 | |
Special items (i) | | | | 36,325 | | | | | 26,984 | | | | | 86,820 | | | | | 55,615 | |
| | | | | | | | |
Adjusted EBITDA - from continuing operations Pharmacy Services (i)(j) | | | $ | | 187,267 | | | | $ | | 164,743 | | | | $ | | 379,786 | | | | $ | | 323,715 | |
| | | | | | | | |
The footnotes presented at the separate “Footnotes to Financial Information” pages are an integral part of this financial information.
13
Omnicare, Inc. and Subsidiary Companies
Reconciliation Statement and Definitions, Non-GAAP Basis (g)
(000s)
Unaudited
| | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| 2009 | | 2008 (b) | | 2009 | | 2008 (b) |
Segment Reconciliations - Corporate and Consolidating: | | | | | | | | |
Adjusted EBIT - Corporate and Consolidating: | | | | | | | | |
EBIT | | | $ | | (22,443 | ) | | | | $ | | (28,957 | ) | | | | $ | | (49,098 | ) | | | | $ | | (56,616 | ) | |
Special items (i) | | | | 1,908 | | | | | 962 | | | | | 4,519 | | | | | 1,540 | |
| | | | | | | | |
Adjusted EBIT - Corporate and Consolidating (i) | | | $ | | (20,535 | ) | | | | $ | | (27,995 | ) | | | | $ | | (44,579 | ) | | | | $ | | (55,076 | ) | |
| | | | | | | | |
Adjusted EBITDA - Corporate and Consolidating: (j) | | | | | | | | |
EBITDA (j) | | | $ | | (15,387 | ) | | | | $ | | (21,951 | ) | | | | $ | | (34,639 | ) | | | | $ | | (40,773 | ) | |
Special items (i) | | | | 469 | | | | | 962 | | | | | 1,336 | | | | | 1,540 | |
| | | | | | | | |
Adjusted EBITDA - Corporate and Consolidating (i)(j) | | | $ | | (14,918 | ) | | | | $ | | (20,989 | ) | | | | $ | | (33,303 | ) | | | | $ | | (39,233 | ) | |
| | | | | | | | |
Segment Reconciliations - CRO Services: | | | | | | | | |
Adjusted net sales - CRO Services: | | | | | | | | |
Net sales (c) | | | $ | | 40,803 | | | | $ | | 53,631 | | | | $ | | 85,546 | | | | $ | | 102,804 | |
Reimbursable out-of-pockets (c) | | | | (5,156 | ) | | | | | (8,815 | ) | | | | | (10,943 | ) | | | | | (16,181 | ) | |
| | | | | | | | |
Adjusted net sales - CRO Services (h) | | | $ | | 35,647 | | | | $ | | 44,816 | | | | $ | | 74,603 | | | | $ | | 86,623 | |
| | | | | | | | |
Adjusted EBIT - CRO Services: | | | | | | | | |
EBIT | | | $ | | 967 | | | | $ | | 3,800 | | | | $ | | 3,959 | | | | $ | | 6,468 | |
Special items (i) | | | | 653 | | | | | 600 | | | | | 705 | | | | | 1,374 | |
| | | | | | | | |
Adjusted EBIT - CRO Services (i) | | | $ | | 1,620 | | | | $ | | 4,400 | | | | $ | | 4,664 | | | | $ | | 7,842 | |
| | | | | | | | |
Adjusted EBITDA - CRO Services: (j) | | | | | | | | |
EBITDA (j) | | | $ | | 1,436 | | | | $ | | 4,250 | | | | $ | | 4,902 | | | | $ | | 7,357 | |
Special items (i) | | | | 653 | | | | | 600 | | | | | 705 | | | | | 1,374 | |
| | | | | | | | |
Adjusted EBITDA - CRO Services (i)(j) | | | $ | | 2,089 | | | | $ | | 4,850 | | | | $ | | 5,607 | | | | $ | | 8,731 | |
| | | | | | | | |
DEFINITIONS:
GAAP: Amounts that conform with U.S. Generally Accepted Accounting Principles (“GAAP”).
Non-GAAP:Amounts that do not conform with U.S. GAAP.
The footnotes presented at the separate “Footnotes to Financial Information” pages are an integral part of this financial information.
14
Omnicare, Inc. and Subsidiary Companies
Discontinued Operations - Summary Financial Data, Non-GAAP Basis (g)
(000s)
Unaudited
| | Three months ended June 30, | | Six months ended June 30, |
| 2009 (a) | | 2008 (a)(b) | | 2009 (a) | | 2008 (a)(b) |
| | | | | | | | |
Net sales | | | | | | | | |
Pharmacy Services - continuing operations | | | $ | | 1,499,704 | | | | $ | | 1,469,081 | | | | $ | | 2,997,066 | | | | $ | | 2,950,346 | |
Pharmacy Services - discontinued operations | | | | 19,818 | | | | | 27,440 | | | | | 41,273 | | | | | 55,981 | |
| | | | | | | | |
Total Pharmacy Services | | | | 1,519,522 | | | | | 1,496,521 | | | | | 3,038,339 | | | | | 3,006,327 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CRO Services(h) | | | | 35,647 | | | | | 44,816 | | | | | 74,603 | | | | | 86,623 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total net sales - continuing operations (h) | | | | 1,535,351 | | | | | 1,513,897 | | | | | 3,071,669 | | | | | 3,036,969 | |
Total net sales - discontinued operations | | | | 19,818 | | | | | 27,440 | | | | | 41,273 | | | | | 55,981 | |
| | | | | | | | |
Total net sales (h) | | | $ | | 1,555,169 | | | | $ | | 1,541,337 | | | | $ | | 3,112,942 | | | | $ | | 3,092,950 | |
| | | | | | | | |
Adjusted operating income (loss) (i) | | | | | | | | |
Pharmacy Services - continuing operations (i) | | | $ | | 165,882 | | | | $ | | 145,399 | | | | $ | | 337,559 | | | | $ | | 285,516 | |
Pharmacy Services - discontinued operations including impairment charge of $14,492 pretax during the 2009 periods (a) | | | | (16,496 | ) | | | | | (899 | ) | | | | | (18,705 | ) | | | | | (3,150 | ) | |
| | | | | | | | |
Total Pharmacy Services | | | | 149,386 | | | | | 144,500 | | | | | 318,854 | | | | | 282,366 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CRO Services (i) | | | | 1,620 | | | | | 4,400 | | | | | 4,664 | | | | | 7,842 | |
Corporate (i) | | | | (20,535 | ) | | | | | (27,995 | ) | | | | | (44,579 | ) | | | | | (55,076 | ) | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total adjusted operating income - continuing operations (i) | | | | 146,967 | | | | | 121,804 | | | | | 297,644 | | | | | 238,282 | |
Total adjusted operating loss - discontinued operations including impairment charge of $14,492 pretax during the 2009 periods (a) | | | | (16,496 | ) | | | | | (899 | ) | | | | | (18,705 | ) | | | | | (3,150 | ) | |
| | | | | | | | |
Total operating income (i) | | | $ | | 130,471 | | | | $ | | 120,905 | | | | $ | | 278,939 | | | | $ | | 235,132 | |
| | | | | | | | |
Depreciation and amortization (“D&A”) | | | | | | | | |
Pharmacy Services - continuing operations | | | $ | | 21,385 | | | | $ | | 19,344 | | | | $ | | 42,227 | | | | $ | | 38,199 | |
Pharmacy Services - discontinued operations | | | | 1,156 | | | | | 1,348 | | | | | 2,381 | | | | | 2,732 | |
| | | | | | | | |
Total Pharmacy Services | | | | 22,541 | | | | | 20,692 | | | | | 44,608 | | | | | 40,931 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CRO Services | | | | 469 | | | | | 450 | | | | | 943 | | | | | 889 | |
Corporate (i) | | | | 5,617 | | | | | 7,006 | | | | | 11,276 | | | | | 15,843 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total D & A - continuing operations (i) | | | | 27,471 | | | | | 26,800 | | | | | 54,446 | | | | | 54,931 | |
Total D & A - discontinued operations | | | | 1,156 | | | | | 1,348 | | | | | 2,381 | | | | | 2,732 | |
| | | | | | | | |
Total D & A (i) | | | $ | | 28,627 | | | | $ | | 28,148 | | | | $ | | 56,827 | | | | $ | | 57,663 | |
| | | | | | | | |
Loss from discontinued operations (a) | | | | | | | | |
Loss from operations of disposal group, pretax | | | $ | | (2,008 | ) | | | | $ | | (912 | ) | | | | $ | | (4,222 | ) | | | | $ | | (3,172 | ) | |
Income tax benefit | | | | 798 | | | | | 353 | | | | | 1,678 | | | | | 1,226 | |
| | | | | | | | |
Loss from operations of disposal group, aftertax | | | | (1,210 | ) | | | | | (559 | ) | | | | | (2,544 | ) | | | | | (1,946 | ) | |
| | | | | | | | |
Impairment charge, pretax | | | | (14,492 | ) | | | | | — | | | | | (14,492 | ) | | | | | — | |
Income tax benefit on impairment charge | | | | 2,427 | | | | | — | | | | | 2,427 | | | | | — | |
| | | | | | | | |
Impairment charge, aftertax | | | | (12,065 | ) | | | | | — | | | | | (12,065 | ) | | | | | — | |
| | | | | | | | |
Loss from discontinued operations, aftertax | | | $ | | (13,275 | ) | | | | $ | | (559 | ) | | | | $ | | (14,609 | ) | | | | $ | | (1,946 | ) | |
| | | | | | | | |
Loss from operations of disposal group per diluted share | | | $ | | (0.01 | ) | | | | $ | | — | | | | $ | | (0.02 | ) | | | | $ | | — | |
Loss from impairment charge per diluted share | | | | (0.10 | ) | | | | | — | | | | | (0.10 | ) | | | | | — | |
| | | | | | | | |
Loss from discontinued operations per diluted share | | | $ | | (0.11 | ) | | | | $ | | — | | | | $ | | (0.12 | ) | | | | $ | | — | |
| | | | | | | | |
15
Omnicare, Inc. and Subsidiary Companies
Footnotes to Financial Information
(000s, except per share amounts and unless otherwise stated)
Unaudited
(a) | In the second quarter of 2009, the Company commenced activities to divest certain home healthcare and related ancillary businesses (“the disposal group”) that are non- strategic in nature. The disposal group, historically part of Omnicare’s Pharmacy Services segment, primarily represents ancillary businesses which accompanied other more strategic assets obtained by Omnicare in connection with the Company’s institutional pharmacy acquisition program. The results from continuing operations for all periods presented have been revised to reflect the results of the disposal group as discontinued operations, including certain expenses of the Company related to the divestiture. The Company anticipates completing the divestiture within the following twelve months. All amounts disclosed herein relate to the Company’s continuing operations unless otherwise stated. |
|
(b) | Effective January 1, 2009, the Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Staff Position (FSP) No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). Financial statements for all prior periods presented have been restated for this change in accounting. |
|
(c) | In accordance with Emerging Issues Task Force (“EITF”) Issue No. 01-14, “Income Statement Characterization of Reimbursements Received for ‘Out-of-Pocket’ Expenses Incurred” (“EITF No. 01-14”), Omnicare has recorded reimbursements received for “out-of-pocket” expenses on a grossed-up basis in the income statement as net sales and cost of sales. The respective amounts are disclosed at the “Segment Reconciliations – CRO Services” section of the Financial Information. EITF No. 01-14 relates solely to the Company’s contract research services business. |
|
(d) | EPS (basic EPS; special items, net of taxes; adjusted basic EPS; diluted EPS; and adjusted diluted 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. |
|
(e) | The three months ended June 30, 2009 and 2008 continuing operations include the following special items and accounting change impacts totaling $45,813 and $34,967 pretax, respectively ($32,789 and $21,854 aftertax, respectively): |
|
| (i) | For the three months ended June 30, 2009 and 2008, operating income includes restructuring and other related charges of $5,883 and $10,784 before taxes ($3,636 and $6,682 after taxes, or $0.03 and $0.06 per diluted share), respectively. This charge relates to the implementation of the “Omnicare Full Potential” Plan, a major initiative primarily designed to re-engineer the pharmacy operating model to increase efficiency and enhance customer growth, as well as other realignment and right-sizing across the entire organization. |
|
| (ii) | The three months ended June 30, 2009 and 2008 also include special litigation and other related professional fees of $28,357 and $16,022 before taxes ($22,000 and $10,067 after taxes, or $0.19 and $0.08 per diluted share), respectively. The $28,357 pretax charge for the three months ended June 30, 2009 includes |
|
16
Omnicare, Inc. and Subsidiary Companies
Footnotes to Financial Information
(000s, except per share amounts and unless otherwise stated)
Unaudited
| | litigation-related professional expenses in connection with the investigation by the United States Attorney’s Office, District of Massachusetts, the Company’s lawsuit against UnitedHealth Group, Inc. and its affiliates (“United”), the Company’s response to subpoenas related to other legal proceedings to which the Company is not a party, certain other large customer disputes, and the investigation by the federal government and certain states relating to drug substitutions. Also included in the $28,357 is a special litigation charge of $23,000 pretax, representing an addition to the settlement reserve established in connection with the previously disclosed investigation by the United States Attorney’s Office, District of Massachusetts. This special litigation charge relates to the Company’s estimate of potential settlement amounts and associated costs under Statement of Financial Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies” (“SFAS No. 5”). The Company cannot predict the ultimate outcome of this matter. The $16,022 pretax charge for the three months ended June 30, 2008 relates primarily to litigation-related professional expenses in connection with the Company’s lawsuit against United, certain other larger customer disputes, the investigation by the United States Attorney’s Office, District of Massachusetts, the purported class and derivative actions, the investigation by the federal government and certain states relating to drug substitutions, and the Company’s response to subpoenas related to other legal proceedings to which the Company is not a party. |
| | |
| (iii) | For the three months ended June 30, 2009, operating income includes a special charge of $1,196 before taxes ($815 and $381 was recorded in the cost of sales and operating expense sections of the income statement, respectively) ($740 after taxes, or $0.01 per diluted share) for additional costs precipitated by the previously disclosed Heartland Repack Services quality control, product recall and fire issues (“Repack Matters”). For the three months ended June 30, 2008, operating income includes a special charge of $1,740 before taxes ($1,560 and $180 was recorded in the cost of sales and operating expense sections of the income statement, respectively) ($1,089 after taxes, or $0.01 per diluted share) for costs associated with the Repack Matters. |
|
| (iv) | For the three months ended June 30, 2009, operating income included acquisition and other related costs of $2,011 before taxes ($1,242 after taxes, or $0.01 per diluted share) related to the implementation of the SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”) accounting change. These expenses were primarily related to professional fees for 2009 acquisitions. |
|
| (v) | For the three months ended June 30, 2009, selling, general and administrative expenses included charges of $1,439 before taxes ($890 after taxes, or $0.01 per diluted share) relating to the prior implementation of the SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”) accounting change, which primarily relates to stock option expense. SFAS 123R requires the Company to record compensation costs relating to share-based payment transactions, including stock options, in its consolidated financial statements, based on estimated fair |
|
17
Omnicare, Inc. and Subsidiary Companies
Footnotes to Financial Information
(000s, except per share amounts and unless otherwise stated)
Unaudited
| | values. The incremental SFAS 123R costs in the comparable prior period were not considered significant. |
| | |
| (vi) | For the three months ended June 30, 2009 and 2008, the Company recorded amortization of discount on convertible notes of $6,927 and $6,421 before taxes ($4,281 and $4,016 after taxes, or $0.04 and $0.03 per diluted share), respectively, for a non-cash increase in pretax interest expense related to the implementation of the FSP APB 14-1 accounting change. |
|
(f) | The six months ended June 30, 2009 and 2008 continuing operations include the following special items and accounting change impacts totaling $105,768 and $71,250 pretax, respectively ($76,626 and $43,823 aftertax, respectively): |
|
| (i) | For the six months ended June 30, 2009 and 2008, operating income includes restructuring and other related charges of $12,800 and $17,232 before taxes ($7,905 and $10,560 after taxes, or $0.07 and $0.09 per diluted share), respectively. This charge relates to the implementation of the aforementioned “Omnicare Full Potential” Plan. |
|
| (ii) | The six months ended June 30, 2009 and 2008 also include special litigation and other related professional fees of $70,022 and $37,664 before taxes ($54,549 and $23,080 after taxes, or $0.46 and $0.19 per diluted share), respectively. The $70,022 pretax charge for the six months ended June 30, 2009 includes litigation- related professional expenses in connection with the investigation by the United States Attorney’s Office, District of Massachusetts, the Company’s lawsuit against United, the Company’s response to subpoenas related to other legal proceedings to which the Company is not a party, certain other large customer disputes, and the investigation by the federal government and certain states relating to drug substitutions. Also included in the $70,022 is a special litigation charge of $58,000 pretax, representing an addition to the settlement reserve established in connection with the previously disclosed investigation by the United States Attorney’s Office, District of Massachusetts. This special litigation charge relates to the Company’s estimate of potential settlement amounts and associated costs under SFAS No. 5. The Company cannot predict the ultimate outcome of this matter. The $37,664 pretax charge for the six months ended June 30, 2008 relates primarily to litigation-related professional expenses in connection with the Company’s lawsuit against United, certain other larger customer disputes, the investigation by the United States Attorney’s Office, District of Massachusetts, the purported class and derivative actions, the investigation by the federal government and certain states relating to drug substitutions, and the Company’s response to subpoenas related to other legal proceedings to which the Company is not a party. |
|
| (iii) | For the six months ended June 30, 2009, operating income includes a special charge of $3,189 before taxes ($1,917 and $1,272 was recorded in the cost of sales and operating expense sections of the income statement, respectively) ($1,970 after taxes, or $0.02 per diluted share) for additional costs precipitated by the previously disclosed Repack Matters. For the six months ended June 30, |
|
18
Omnicare, Inc. and Subsidiary Companies
Footnotes to Financial Information
(000s, except per share amounts and unless otherwise stated)
Unaudited
| | 2008, operating income includes a special charge of $3,633 before taxes ($3,134 and $499 was recorded in the cost of sales and operating expense sections of the income statement, respectively) ($2,227 after taxes, or $0.02 per diluted share) for costs associated with the Repack Matters. |
| | |
| (iv) | For the six months ended June 30, 2009, operating income included acquisition and other related costs of $2,850 before taxes ($1,760 after taxes, or $0.01 per diluted share) related to the implementation of the SFAS No. 141 accounting change. These expenses were primarily related to professional fees for 2009 acquisitions. |
|
| (v) | For the six months ended June 30, 2009, selling, general and administrative expenses included charges of $3,183 before taxes ($1,966 after taxes, or $0.02 per diluted share) relating to the prior implementation of the SFAS No. 123R accounting change, which primarily relates to stock option expense. SFAS 123R requires the Company to record compensation costs relating to share-based payment transactions, including stock options, in its consolidated financial statements, based on estimated fair values. The incremental SFAS 123R costs in the comparable prior period were not considered significant. |
|
| (vi) | For the six months ended June 30, 2009 and 2008, the Company recorded amortization of discount on convertible notes of $13,724 and $12,721 before taxes ($8,476 and $7,956 after taxes, or $0.07 and $0.07 per diluted share), respectively, for a non-cash increase in pretax interest expense related to the implementation of the FSP APB 14-1 accounting change. |
|
(g) | Omnicare believes that investors’ understanding of Omnicare’s performance is enhanced by the Company’s disclosure of certain non-GAAP financial measures as presented in this financial information. Omnicare management believes that the adjusted non-GAAP financial results information is useful to investors by providing added insight into the Company’s performance through focusing on the results generated by the Company’s ongoing core operations and by excluding certain non-cash charges, which is also the primary purpose that Omnicare management uses the adjusted non-GAAP financial results. Omnicare’s method of calculating these measures may differ from those used by other companies and, therefore, comparability may be limited. |
|
(h) | The noted presentation excludes amounts that Omnicare is required to record in its income statement pursuant to EITF No. 01-14, as previously discussed in footnote (c) above. |
|
(i) | The noted presentation for the three and six months ended June 30, 2009 and 2008 excludes the special items and accounting change impacts discussed in footnote (e) and (f) above. Management believes these items are not related to Omnicare’s ordinary course of business and/or are non-cash in nature, as previously discussed in footnote (g) above. |
|
(j) | EBITDA represents earnings before interest expense (net of investment income), income taxes, depreciation and amortization. Omnicare uses EBITDA primarily as an indicator of the Company’s ability to service its debt, and believes that certain investors find EBITDA to be a useful financial measure for the same purpose. However, |
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19
Omnicare, Inc. and Subsidiary Companies
Footnotes to Financial Information
(000s, except per share amounts and unless otherwise stated)
Unaudited
| EBITDA does not represent net cash flows from operating activities, as defined by U.S. GAAP, and should not be considered as a substitute for operating cash flows as a measure of liquidity. Omnicare’s calculation of EBITDA may differ from the calculation of EBITDA by others. |
| |
(k) | Free cash flow represents net cash flows from operating activities less capital expenditures and dividends paid by the Company. Omnicare believes that certain investors find free cash flow to be a helpful measure of cash generated from current operations, net of cash used for its ongoing capital expenditures and dividend payment requirements. Omnicare's calculation of free cash flow may differ from the calculation of free cash flow by others. |
|
20