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EXHIBIT 99.2
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited Pro Forma Condensed Consolidated Balance Sheet of NCS
HealthCare, Inc. (the "Company") as of December 31, 1997 gives effect to the
acquisition of substantially all of the assets primarily used in the operation
of the institutional pharmacy business of Thrift Drug, Inc. and Fay's
Incorporated (the "Sellers") as if it had occurred as of December 31, 1997.
The combined balance sheet of the acquired companies is based on the historical
financial information of the acquired companies as of the acquisition closing
date adjusted for purchase accounting adjustments. The acquisition was accounted
for under the purchase method of accounting. The total purchase price was
allocated to the assets and liabilities acquired based on their estimated fair
values at the date of acquisition. The excess of cost over the fair value of the
net assets acquired was recorded as goodwill. The allocation of the purchase
price may be adjusted to the extent that actual amounts differ from current
estimates. The Company does not expect that any adjustments would have a
material impact on the pro forma information.
The pro forma information has been prepared by the Company based on the
consolidated balance sheet of the Company included in the December 31, 1997 Form
10-Q and the Combined Statement of Assets Acquired and Liabilities Assumed of
the Sellers included herein. The pro forma information is presented for
illustration purposes only and does not purport to be indicative of the combined
financial condition at December 31, 1997.
NCS HEALTHCARE, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (1)
UNAUDITED
DECEMBER 31, 1997
(IN THOUSANDS)
ASSETS
Historical
------------------------- Pro Forma Pro Forma
NCS HealthCare Sellers Adjustments Adjusted
-------------- ------- ----------- --------
Current Assets:
Cash and cash equivalents $ 49,012 $ -- $(25,715)(b) $ 23,297
Accounts receivable, less allowances 95,571 13,076 -- 108,647
Inventories 29,496 5,364 -- 34,860
Other 8,851 190 -- 9,041
-------- -------- -------- --------
Total current assets 182,930 18,630 (25,715) 175,845
Property, plant and equipment, net 31,050 4,201 (2,280)(a) 32,971
Goodwill, less accumulated amortization 201,359 -- 63,692(a) 265,051
Other assets 16,329 -- -- 16,329
-------- -------- -------- --------
Total assets $431,668 $ 22,831 $ 35,697 $490,196
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Line of credit $ -- $ -- $ 58,000(b) $ 58,000
Accounts payable 17,619 -- -- 17,619
Accrued expenses and other liabilities 29,434 528 -- 29,962
-------- -------- -------- --------
Total current liabilities 47,053 528 58,000 105,581
Long-term debt 8,760 -- -- 8,760
Convertible subordinated debentures 102,753 -- -- 102,753
Other 591 -- -- 591
Stockholders Equity:
Preferred stock, par value $.01 per share
Common stock, par value $.01 per share
Class A 123 -- -- 123
Class B 69 -- -- 69
Paid-in capital 247,323 -- -- 247,323
Retained earnings 24,996 -- -- 24,996
-------- -------- -------- --------
Total stockholders' equity 272,511 -- -- 272,511
-------- -------- -------- --------
Total liabilities and stockholders' equity $431,668 $ 528 $ 58,000 $490,196
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(1) See accompanying Notes to Pro Forma Condensed Consolidated Balance Sheet
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NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
(a) On January 30, 1998, NCS HealthCare, Inc. (the "Company") completed
the acquisition of substantially all of the assets primarily used in the
operation of the institutional pharmacy business of Thrift Drug, Inc. and
Fay's Incorporated (the "Sellers") for a cash purchase price of
$83,715,000. The acquisition was accounted for under the purchase method of
accounting. The total purchase price was allocated to the assets and
liabilities acquired based on their estimated fair values at the date of
acquisition. The excess of the acquitision cost over the fair value of the
net assets acquired was recorded as goodwill. For purposes of the unaudited
pro forma balance sheet, the acquisition and related purchase accounting is
assumed to have been recorded as of December 31, 1997.
(b) On the closing date, the Company drew down $58,000,000 from its
$135,000,000 credit facility to fund the cash purchase price of the
acquisition. The remainder of the purchase price was paid from available
funds.