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Exhibit 99.2
NCS HEALTHCARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share information)
(Unaudited) (Note A)
December 31, June 30,
2002 2002
--------- ---------
ASSETS
Current Assets:
Cash and cash equivalents $ 30,651 $ 42,539
Accounts receivable, less allowances 82,410 85,808
Inventories 28,714 30,593
Other 3,546 2,863
--------- ---------
Total current assets 145,321 161,803
Property and equipment, at cost net of accumulated
depreciation and amortization 24,899 28,118
Goodwill 84,398 80,487
Other assets 5,859 7,385
--------- ---------
Total assets $ 260,477 $ 277,793
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Line of credit in default $ 206,130 $ 206,130
Convertible subordinated debentures in default 102,514 102,361
Accounts payable 45,770 45,336
Accrued expenses and other liabilities 38,307 31,406
--------- ---------
Total current liabilities 392,721 385,233
Long-term debt, excluding current portion 416 549
Other 39 73
Stockholders' Deficit:
Preferred stock, par value $.01 per share,
1,000,000 shares authorized; none issued - -
Common stock, par value $.01 per share:
Class A - 50,000,000 shares authorized; 18,543,101
and 18,461,599 shares issued and outstanding at
December 31, 2002 and June 30, 2002, respectively 185 184
Class B - 20,000,000 shares authorized; 5,208,707 and
5,255,210 shares issued and outstanding at December 31,
2002 and June 30, 2002, respectively 52 53
Paid-in capital 272,018 271,943
Accumulated deficit (404,954) (380,242)
--------- ---------
Total stockholders' deficit (132,699) (108,062)
--------- ---------
Total liabilities and stockholders' deficit $ 260,477 $ 277,793
========= =========
Note A: The balance sheet at June 30, 2002 has been derived from the audited
consolidated financial statements at that date, but does not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
See notes to condensed consolidated financial statements.
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NCS HEALTHCARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(In thousands, except per share information)
Three Months Ended Six Months Ended
December 31, December 31,
2002 2001 2002 2001
--------- --------- --------- ---------
Revenues $ 165,832 $ 161,708 $ 329,585 $ 319,544
Cost of revenues 138,922 135,327 277,143 265,983
--------- --------- --------- ---------
Gross profit 26,910 26,381 52,442 53,561
Selling, general and administrative expenses 41,546 25,089 64,307 50,420
--------- --------- --------- ---------
Operating income (loss) (14,636) 1,292 (11,865) 3,141
Interest expense, net 6,702 6,456 12,726 13,409
--------- --------- --------- ---------
Loss before income taxes and cumulative effect of
accounting change (21,338) (5,164) (24,591) (10,268)
Income tax expense 60 75 120 150
--------- --------- --------- ---------
Loss before cumulative effect of accounting change (21,398) (5,239) (24,711) (10,418)
Cumulative effect of accounting change -- -- -- (222,116)
--------- --------- --------- ---------
Net loss $ (21,398) $ (5,239) $ (24,711) $(232,534)
========= ========= ========= =========
Net loss per common share before cumulative effect of
accounting change - basic and diluted $ (0.90) $ (0.22) $ (1.04) $ (0.44)
Cumulative effect of accounting change -- -- -- (9.37)
Net loss per common share - basic and diluted $ (0.90) $ (0.22) $ (1.04) $ (9.80)
========= ========= ========= =========
Weighted average number of common shares outstanding -
basic and diluted 23,721 23,717 23,719 23,717
========= ========= ========= =========
See notes to condensed consolidated financial statements.
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NCS HEALTHCARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(In thousands)
Six Months Ended
December 31,
2002 2001
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Operating activities
Net loss $ (24,711) $(232,534)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Cumulative effect of accounting change -- 222,116
Depreciation and amortization 6,136 6,574
Changes in assets and liabilities:
Accounts receivable, net 2,194 (1,026)
Accrued expenses and other liabilities 8,232 6,302
Other, net 1,490 424
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Net cash (used in) provided by operating activities (6,659) 1,856
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Investing activities
Purchases of businesses (4,170) --
Capital expenditures for property and equipment, net (2,283) (2,728)
Other 1,266 (120)
--------- ---------
Net cash used in investing activities (5,187) (2,848)
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Financing activities
Repayment of long-term debt (115) (276)
Proceeds from exercise of stock options 73 --
--------- ---------
Net cash used in financing activities (42) (276)
--------- ---------
Net decrease in cash and cash equivalents (11,888) (1,268)
Cash and cash equivalents at beginning of period 42,539 39,464
--------- ---------
Cash and cash equivalents at end of period $ 30,651 $ 38,196
========= =========
See notes to condensed consolidated financial statements.
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NCS HEALTHCARE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002
UNAUDITED
1. The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
For further information, refer to the consolidated financial statements
and footnotes thereto included in NCS HealthCare, Inc.'s Form 10-K for the
year ended June 30, 2002.
2. On December 15, 2002, Genesis Health Ventures, Inc. ("Genesis") and
Omnicare, Inc. ("Omnicare") entered into a Termination and Settlement
Agreement, whereby Genesis agreed to terminate its previously disclosed
Agreement and Plan of Merger with NCS HealthCare, Inc. ("NCS") effective
December 16, 2002.
On January 15, 2003, Omnicare closed its $5.50 per share cash tender offer
for all of the outstanding shares of Class A common stock and Class B
common stock of NCS. In connection with the transaction, Omnicare paid
cash consideration totaling approximately $469 million for all of the
then-outstanding NCS shares and all NCS debt in default, plus accrued
interest. Promptly following the closing of the merger, NCS Class A common
stock was delisted from the Over-The-Counter Bulletin Board and is no
longer publicly traded.
3. The following table sets forth the computation of basic and diluted
earnings per share in accordance with Statement of Financial Accounting
Standards No. 128, "Earnings per Share" (SFAS No. 128):
Three Months Ended Six Months Ended
December 31, December 31,
---------------------- ----------------------
2002 2001 2002 2001
---------------------- ----------------------
(in thousands, except per share information)
Numerator:
Numerator for basic earnings per share - net loss $ (21,398) $ (5,239) $ (24,711) $(232,534)
Effect of dilutive securities:
Convertible debentures -- -- -- --
---------------------- ----------------------
Numerator for diluted earnings per share $ (21,398) $ (5,239) $ (24,711) $(232,534)
====================== ======================
Denominator:
Denominator for basic earnings per share -
weighted average common shares 23,721 23,717 23,719 23,717
---------------------- ----------------------
Effect of dilutive securities:
Stock options -- -- -- --
Convertible debentures -- -- -- --
---------------------- ----------------------
Dilutive potential common shares -- -- -- --
---------------------- ----------------------
Denominator for diluted earnings per share 23,721 23,717 23,719 23,717
====================== ======================
Basic and diluted earnings per share:
Loss before cumulative effect of accounting change $ (0.90) $ (0.22) $ (1.04) $ (0.44)
Cumulative effect of accounting change -- -- -- (9.37)
Net loss per share $ (0.90) $ (0.22) $ (1.04) $ (9.80)
====================== ======================
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At December 31, 2002 and 2001, NCS had 2,434,716 and 1,954,798,
respectively, of employee stock options that are potentially dilutive that
were not included in the computation of diluted earnings per share as
their effect would be antidilutive. NCS had $102.5 million and $102.2
million of convertible subordinated debentures outstanding at December 31,
2002 and 2001, respectively, that were convertible into 3,258,104, shares
of Class A common stock, that were not included in the computation of
diluted earnings per share as their effect would be antidilutive for all
periods presented.
4. NCS elected early adoption of Statement of Financial Accounting Standards
(SFAS) No. 142 "Goodwill and Other Intangible Assets" effective July 1,
2001. NCS recorded a non-cash charge of $222.1 million to reduce the
carrying value of its goodwill as a result of the adoption of SFAS No.
142. In accordance with the requirements of SFAS No. 142, the charge has
been recorded as a cumulative effect of accounting change in NCS' fiscal
2002 consolidated statement of operations.
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