1
Exhibit 99.3
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
(in thousands, except per share data)
For the years ended and at December 31,
1997 1996 1995
---------- -------- --------
INCOME STATEMENT DATA:(a)(b)
Sales $1,034,384 $641,440 $477,359
========== ======== ========
Income (loss) from continuing
operations $ 54,105 (d)(e)(f) $ 43,663 (h)(i) $ 17,521 (j)
Loss from discontinued operations (2,154)(g) (389)(g) (1,546)(g)
Cumulative effect of
accounting change -- -- --
---------- -------- --------
Net income (loss) 51,951 (d)(e)(f)(g) 43,274 (g)(h)(i) 15,975 (g)(j)
Deemed dividend on preferred stock -- -- (2,712)(k)
---------- -------- --------
Net income (loss) available to common
stockholders $ 51,951 (d)(e)(f)(g) $ 43,274 (g)(h)(i) $ 13,263 (g)(j)(k)
========== ======== ========
Earnings per share data:(c)
Basic:
Income (loss) from continuing
operations available to
common stockholders $ 0.63 (d)(e)(f) $ 0.62 (h)(i) $ 0.26 (j)
Loss from discontinued operations (0.02)(g) -- (g) (0.02)(g)
Cumulative effect of
accounting change -- -- --
---------- -------- --------
Net income (loss) available to
common stockholders $ 0.61 (d)(e)(f)(g) $ 0.62 (g)(h)(i) $ 0.24 (g)(j)(k)
========== ======== ========
Diluted:
Income (loss) from continuing
operations available to
common stockholders $ 0.62 (d)(e)(f) $ 0.57 (h)(i) $ 0.26 (j)
Loss from discontinued operations (0.02)(g) -- (g) (0.02)(g)
Cumulative effect of
accounting change -- -- --
---------- -------- --------
Net income (loss) available to
common stockholders $ 0.60 (d)(e)(f)(g) $ 0.57 (g)(h)(i) $ 0.24 (g)(j)(k)
========== ======== ========
Dividends per share $ 0.07 $ 0.06 $ 0.05
========== ======== ========
BALANCE SHEET DATA:(a)(b)
Working capital $ 354,825 $342,401 $112,091
Total assets 1,412,146 828,309 405,312
Long-term debt(q)(r) 359,148 5,755 85,046
Stockholders' equity(s)(t) 829,753 689,219 228,853
For the years ended and at December 31,
1994 1993
--------- --------
INCOME STATEMENT DATA:(a)(b)
Sales $ 365,640 $258,549
========= ========
Income (loss) from continuing
operations $ (6,557)(l)(m)(n) $ 9,659 (o)
Loss from discontinued operations (1,245)(g) --
Cumulative effect of
accounting change -- 280 (p)
--------- --------
Net income (loss) (7,802)(g)(l)(m)(n) 9,939 (o)(p)
Deemed dividend on preferred stock -- --
--------- --------
Net income (loss) available to common
stockholders $ (7,802)(g)(l)(m)(n) $ 9,939 (o)(p)
========= ========
Earnings per share data:(c)
Basic:
Income (loss) from continuing
operations available to
common stockholders $ (0.13)(l)(m)(n) $ 0.21 (o)
Loss from discontinued operations (0.03)(g) --
Cumulative effect of
accounting change -- 0.01 (p)
--------- --------
Net income (loss) available to
common stockholders $ (0.16)(g)(l)(m)(n) $ 0.22 (o)(p)
========= ========
Diluted:
Income (loss) from continuing
operations available to
common stockholders $ (0.13)(l)(m)(n) $ 0.21 (o)
Loss from discontinued operations (0.03)(g) --
Cumulative effect of
accounting change -- 0.01 (p)
--------- --------
Net income (loss) available to
common stockholders $ (0.16)(g)(l)(m)(n) $ 0.22 (o)(p)
========= ========
Dividends per share $ 0.045 $ 0.04
========= ========
BALANCE SHEET DATA:(a)(b)
Working capital $ 127,875 $ 83,458
Total assets 359,886 258,893
Long-term debt(q)(r) 89,645 87,898
Stockholders' equity(s)(t) 194,074 102,930
2
(a) The accompanying consolidated financial statements have been restated for
all periods presented to include the results of operations of CompScript,
Inc. ("CompScript") and IBAH, Inc. ("IBAH"), acquired in June 1998
pooling-of-interests transactions. CompScript and IBAH completed
pooling-of-interests transactions which were included in their financial
statements used to prepare the Omnicare restated financial statements. The
impact of certain other pooling-of-interests transactions completed by
Omnicare on the Company's historical consolidated financial statements were
not material; consequently, prior period and current year financial
statements have not been restated for these transactions.
(b) The Company has had an active acquisition program in effect since 1989. See
Note 2 of the Notes to Consolidated Financial Statements for information
concerning these acquisitions.
(c) The earnings per share data have been restated with the Company's required
adoption of Statement of Financial Accounting Standard No. 128, "Earnings
per Share."
(d) Includes acquisition expenses of $4,321 before taxes (Omnicare $3,457;
CompScript $688; IBAH $176) relating to pooling-of-interests transactions.
Such expenses, on an aftertax basis, were $3,935 (Omnicare $3,071;
CompScript $688; IBAH $176), or $.05 per basic and diluted share. For the
year ended December 31, 1997, income from continuing operations, excluding
these expenses as well as the aftertax nonrecurring expenses of $7,665
discussed at (e) and (f) below, was $65,705 ($.77 per basic and $.76 per
diluted share).
(e) Includes pretax nonrecurring charges of $1,208 ($1,208 aftertax, or
$.01 per basic and diluted share) and $6,313 ($5,958 aftertax, or $.07
per basic and diluted share) relating to a restructuring plan for IBAH's
international unit and Omnicare's estimated costs and legal and other
expenses associated with the tentative settlement of the government
investigation of Home Pharmacy Services, Inc. (a wholly-owned subsidiary
of Omnicare), respectively.
(f) Includes the loss on the realization of a CompScript note receivable. Such
loss, on an aftertax basis, was $499, or $.01 per basic and diluted share.
(g) Represents the closure of the software commercialization unit of Research
Biometrics, Inc. ("RBI," a subsidiary of IBAH) in 1997 and 1996 and the
divestiture of the Drug Delivery Services Division of IBAH in 1995 and
1994. All operating results of these businesses have been reclassified from
continuing operations to discontinued operations.
(h) Includes acquisition expenses of $1,624 before taxes (Omnicare $690;
CompScript $934) relating to pooling-of-interests transactions. Such
expenses, on an aftertax basis, were $1,468 (Omnicare $534; CompScript
$934), or $.02 per basic and diluted share. For the year ended December 31,
1996, income from continuing operations, excluding these expenses as well
as the aftertax nonrecurring expenses of $510 discussed at (i) below, was
$45,641 ($.65 per basic and $.59 per diluted share).
(i) Includes a charge of $510 relating to the purchase of RBI (a subsidiary
of IBAH), representing the write-off of the portion of the RBI purchase
price allocated to in-process software research and development. Such
expenses, on an aftertax basis, were $510, or $.01 per basic and diluted
share.
(j) Includes acquisition expenses before taxes of $1,292 relating to Omnicare's
pooling-of-interests transaction with Specialized Pharmacy Services, Inc.
Such expenses, on an aftertax basis, were $989, or $.02 and $.01 per basic
and diluted share, respectively. For the year ended December 31, 1995,
income from continuing operations available to common stockholders
excluding these expenses as well as the CompScript aftertax nonrecurring
expenses of $3,862 relating to a goodwill impairment charge and contract
termination settlement expenses (discussed at Note 14 of the Notes to
Consolidated Financial Statements) and the aftertax deemed dividend on
preferred stock of $2,712 (discussed at Note 17 of the Notes to
Consolidated Financial Statements), was $22,372 ($.40 per basic and $.37
per diluted share).
(k) See Note 17 of the Notes to Consolidated Financial Statements for a
discussion of the IBAH deemed dividend on preferred stock.
(l) Includes acquisition expenses of $2,380 before taxes relating to Omnicare's
pooling-of-interests transaction with Evergreen Pharmaceutical, Inc. and
Evergreen Pharmaceutical East, Inc. Such expenses, on an aftertax basis,
were $1,860, or $.04 and $.03 per basic and diluted share, respectively.
For the year ended December 31, 1994, income from continuing operations
excluding these expenses as well as the aftertax nonrecurring expenses of
$18,668 discussed at (m) and (n) below was $13,971 ($.29 per basic and $.28
per diluted share).
(m) Includes a pretax nonrecurring charge of $18,300 ($18,300 after taxes, or
$.38 per basic and $.30 per diluted share) for acquired research and
development in connection with IBAH's merger with Affinity.
(n) Includes a pretax nonrecurring charge of $368 ($368 after taxes, or $.01
per basic and diluted share) for a loss on the start-up of CompScript's
pharmacy benefit management business.
(o) Includes a one-time cumulative tax benefit of $450, or $.01 per share
(basic and diluted), arising from a change in tax laws enacted in August
1993 relating to the amortization of intangibles.
(p) Aftertax gain representing the cumulative effect of a change in accounting
for income taxes.
(q) In 1997, the Company issued $345 million of Convertible Subordinated Notes
due 2007 (See Note 6 of the Notes to Consolidated Financial Statements).
(r) In 1993, the Company issued $80.5 million of Convertible Subordinated Notes
due 2003 (See Note 6 of the Notes to Consolidated Financial Statements).
(s) In 1996, Omnicare and IBAH sold 6,241 (pre-1996 Omnicare stock split)
shares of Common Stock in public offerings, resulting in net proceeds of
$297,170 (See Note 7 of the Notes to Consolidated Financial Statements).
(t) In 1994, the Company sold approximately 6,495 shares of Common Stock in a
public offering, resulting in net proceeds of $59,211.