<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of The Securities Exchange Act of 1934
For Quarter Ended June 30,1997
Commission File Number 1-8269
OMNICARE, INC.
--------------
Incorporated under the laws of the I.R.S. Employer Identification
State of Delaware No. 31-1001351
50 East RiverCenter Boulevard, Covington, Kentucky 41011
--------------------------------------------------------
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code (606) 291-6800
-----------------------------------------------------------------
Indicate by check mark whether the registrant:
1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to
file such reports) and
2) has been subject to such filing requirement for the past
90 days.
Yes x No
--- ---
COMMON STOCK OUTSTANDING
- ------------------------
Number of
Shares Date
------ ----
Common Stock, $1 par value 80,279,728 June 30, 1997
<PAGE> 2
OMNICARE, INC. AND
------------------
SUBSIDIARY COMPANIES
--------------------
Index
Page
----
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheet -
June 30, 1997 and December 31, 1996 3
Consolidated Statement of Income -
Three and six months ended -
June 30, 1997 and 1996 4
Consolidated Statement of Cash Flows -
Six months ended -
June 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition 9
Part II. Other Information:
Item 2. Recent Sales of Unregistered Securities 13
Item 4. Submission of Matters to a Vote of
Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
<PAGE> 3
PART I. -- FINANCIAL INFORMATION
--------------------------------
Item 1. Financial Statements
--------------------
OMNICARE, INC. AND SUBSIDIARY COMPANIES
Consolidated Balance Sheet
UNAUDITED
<TABLE>
<CAPTION>
(in thousands, except share data)
June 30, December 31,
ASSETS 1997 1996
--------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 102,995 $ 216,515
Accounts receivable, less allowances of
$7,569 (1996-$5,631) 154,616 118,913
Inventories 67,997 43,585
Deferred income tax benefits 7,691 6,036
Other current assets 13,481 5,686
--------- ---------
Total current assets 346,780 390,735
Properties and equipment, at cost less
accumulated depreciation of $35,004 (1996-$28,415) 66,814 56,055
Goodwill, less accumulated amortization of
$20,046 (1996-$15,550) 383,901 259,507
Other assets 19,671 15,400
--------- ---------
Total assets $ 817,166 $ 721,697
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 30,076 $ 21,432
Amounts payable pursuant to acquisition agreements 16,588 11,651
Current portion of long-term debt 1,871 1,199
Accrued employee compensation 11,448 10,645
Other current liabilities 15,606 16,806
--------- ---------
Total current liabilities 75,589 61,733
Long-term debt 1,211 1,992
Deferred income taxes 6,521 4,197
Amounts payable pursuant to acquisition agreements 9,098 9,088
Other noncurrent liabilities 9,073 10,309
--------- ---------
Total liabilities 101,492 87,319
--------- ---------
Stockholders' equity:
Preferred stock-authorized 1,000,000 shares
without par value; none issued
Common stock-authorized 110,000,000 shares
$1 par; 80,353,559 issued
(1996 - 77,025,661 shares) 80,354 77,026
Paid-in capital 492,018 433,117
Retained earnings 163,184 135,398
--------- ---------
735,556 645,541
Treasury stock, at cost - 73,831 shares
(1996 - 0 shares) (2,058) -
Deferred compensation (16,675) (9,503)
Unallocated stock of ESOP (1,149) (1,660)
--------- ---------
Total stockholders' equity 715,674 634,378
--------- ---------
Contingencies (Note 3)
Total liabilities and stockholders' equity $ 817,166 $ 721,697
========= =========
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of this
statement.
3
<PAGE> 4
OMNICARE, INC. AND SUBSIDIARY COMPANIES
Consolidated Statement of Income
UNAUDITED
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $ 203,060 $ 121,833 $ 384,668 $ 239,018
Cost of sales 144,134 86,738 273,037 170,291
--------- --------- --------- ---------
Gross profit 58,926 35,095 111,631 68,727
Selling, general and administrative expenses 34,194 20,639 64,764 40,072
Acquisition expenses-pooling-of-interests 693 -- 1,671 --
--------- --------- --------- ---------
Operating income 24,039 14,456 45,196 28,655
Investment income 1,253 4,018 3,055 4,578
Interest expense (193) (1,215) (483) (2,535)
--------- --------- --------- ---------
Income before income taxes 25,099 17,259 47,768 30,698
Income taxes 9,961 6,863 19,187 12,173
--------- --------- --------- ---------
Net income $ 15,138 $ 10,396 $ 28,581 $ 18,525
========= ========= ========= =========
Earnings per share:
Primary $ .19 $ .15 $ .36 $ .30
Fully diluted $ .19 $ .14 $ .36 $ .28
Dividends paid per share: $ .0175 $ .015 $ .035 $ .03
Weighted average number of
common shares outstanding:
Primary 80,249 67,341 79,239 61,595
========= ========= ========= =========
Fully diluted 80,440 77,825 79,335 72,462
========= ========= ========= =========
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of this
statement.
4
<PAGE> 5
OMNICARE, INC. AND SUBSIDIARY COMPANIES
Consolidated Statement of Cash Flows
UNAUDITED
<TABLE>
<CAPTION>
(in thousands) Six Months Ended
June 30,
------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 28,581 $ 18,525
Adjustments to reconcile net income
to net cash flows from operating activities:
Depreciation and amortization 10,728 6,416
Provision for doubtful accounts 2,918 2,009
Deferred tax provision 3,159 811
Changes in assets and liabilities, net of effects
from acquisition/disposal
of businesses:
Accounts receivable (26,880) (9,954)
Inventories (20,337) (6,288)
Current and noncurrent assets (9,053) (3,097)
Payables and accrued liabilities 9,423 4,474
Current and noncurrent liabilities 490 4,541
--------- ---------
Net cash flows from operating activities (971) 17,437
--------- ---------
Cash flows from investing activities:
Acquisition of businesses (99,722) (19,819)
Capital expenditures (13,410) (10,631)
Other (364) (363)
--------- ---------
Net cash flows from investing activities (113,496) (30,813)
--------- ---------
Cash flows from financing activities:
Principal payments on long-term obligations (287) (318)
Net proceeds from stock offering -- 279,159
Exercise of stock options and warrants, net 4,004 (838)
Dividends paid (2,770) (1,768)
--------- ---------
Net cash flows from financing activities 947 276,235
--------- ---------
Net increase (decrease) in cash and cash equivalents (113,520) 262,859
Cash and cash equivalents at beginning of period 216,515 40,137
--------- ---------
Cash and cash equivalents at end of period $ 102,995 $ 302,996
========= =========
Supplemental disclosures of cash flow information
- -------------------------------------------------
Income taxes paid $ 11,527 $ 8,530
Interest paid 172 2,590
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of this
statement.
5
<PAGE> 6
OMNICARE, INC. AND SUBSIDIARY COMPANIES
Notes to Consolidated Financial Statements
1. The interim financial data are unaudited; however, in the opinion of the
management of Omnicare, Inc., the interim data include all adjustments (which
include only normal adjustments) considered necessary for a fair presentation of
the consolidated financial position, results of operations and cash flows of
Omnicare, Inc. and its consolidated subsidiaries (the "Company"). Certain
reclassifications of prior year amounts have been made to conform with the
current year presentation.
2. The Company has been involved in a program to acquire providers of
pharmaceutical and related pharmacy management services and medical supplies to
long-term care facilities and their residents. The Company's strategy includes
acquisitions of freestanding institutional pharmacy businesses as well as
pharmacy contracts and other assets, generally insignificant in size, which are
combined with existing pharmacy operations to augment their internal growth. The
Company may, from time to time, acquire certain non- pharmaceutical companies
which complement the Company's core business. To date, none of these
non-pharmacy acquisitions has been significant.
Since January 1, 1997, the Company has completed 12 acquisitions
(excluding insignificant purchases of pharmacy contracts and other assets) of
institutional pharmacy businesses. Ten of these transactions were accounted for
as purchase transactions and two as poolings-of-interests. These 12 transactions
added approximately $100 million in revenues on an annualized basis.
Purchases
- ---------
For all acquisitions accounted for as purchases, including
insignificant purchases of pharmacy contracts and other assets, the purchase
price paid for each has been allocated to the fair value of the assets acquired
and liabilities assumed. The results of operations of the acquired companies
have been included in the consolidated results of the Company from the effective
dates of the acquisitions.
Poolings-Of-Interests
- ---------------------
The impact of the pooling-of-interests transactions on the Company's
historical consolidated financial statements was not material; consequently,
prior period and current year financial statements have not been restated for
these transactions.
6
<PAGE> 7
3. On August 6, 1997, Omnicare announced that it has reached a tentative
settlement, subject to final federal and state governmental approvals, with the
U.S. Attorney's office in the Southern District of Illinois regarding the
previously announced federal investigation of Home Pharmacy Services, Inc., the
Company's wholly owned institutional pharmacy subsidiary in Belleville,
Illinois.
Accordingly, Omnicare will establish a reserve of $6.3 million for the
estimated costs and legal and other expenses associated with resolving the
investigation. The reserve will be recorded as a pretax charge to earnings in
the quarter ending September 30, 1997. The settlement, when finalized, is not
expected to result in any criminal charges against Home Pharmacy Services.
Additionally, Home Pharmacy Services is expected to continue to participate in
government reimbursement programs under the terms of the tentative settlement.
As previously announced, in May 1996 the Company became aware of a
government investigation of Home Pharmacy Services and certain individuals
employed there at that time. Omnicare has been informed that Home Pharmacy
Services is the sole focus of the investigation and that neither Omnicare nor
any of its other operating units are targets of the inquiry. Omnicare continues
to cooperate fully with the government investigation in an effort to bring the
matter to a timely resolution.
Home Pharmacy Services, which was acquired by Omnicare in 1992, has
continued to provide complete pharmacy services to nursing facility residents
in its market area without interruption. The pharmacy operation accounted for
less than 3% of Omnicare's total sales and earnings in the second quarter of
1997.
4. On August 8, 1997, Omnicare and American Medserve Corporation (NASDAQ:AMCI)
announced the execution of a definitive merger agreement pursuant to which
Omnicare will acquire for cash all of the outstanding shares of American
Medserve Corporation.
Under terms of the Agreement, a wholly owned subsidiary of Omnicare
will commence a cash tender offer of $18.00 per share for all of the
outstanding shares of American Medserve Corporation, representing a purchase
price of approximately $222.6 million.
7
<PAGE> 8
Additionally, Omnicare will assume American Medserve Corporation's liabilities,
including long-term debt of approximately $11.6 million. The acquisition will be
accounted for as a purchase transaction. Given the economies of scale and cost
synergies anticipated from the merger, the acquisition of American Medserve
Corporation is expected to be non-dilutive to Omnicare's earnings per share in
1997 and accretive in 1998.
American Medserve Corporation, based in Naperville, Illinois, provides
comprehensive pharmacy and related services to approximately 51,400 residents
in 720 long-term care facilities in 11 states. Based on revenues reported for
the quarter ended March 31, 1997, American Medserve Corporation's annualized
revenues are approximately $144.0 million.
The transaction, which has been approved by the boards of directors of
both Omnicare and American Medserve Corporation, is subject to the tender of at
least a majority of the outstanding shares of American Medserve Corporation on
a fully diluted basis, customary regulatory approval and the satisfaction of
certain other conditions. The tender offer will commence within five business
days of August 8, 1997, and will remain open for 20 business days, unless
extended. Following the consummation of the tender offer, Omnicare will acquire
any of the remaining outstanding shares of American Medserve Corporation in a
cash merger transaction valued at $18.00 per share.
With the completion of this acquisition, Omnicare will provide pharmacy
and related consulting services to approximately 413,000 residents in over
5,100 long-term care facilities in 35 states. Based on revenues for the quarter
ended June 30, 1997, Omnicare's annualized revenues, following the transaction,
will be in excess of $950.0 million.
8
<PAGE> 9
Item 2. Management's Discussion and Analysis of Results
-----------------------------------------------
of Operations and Financial Condition.
--------------------------------------
Results of Operations
- ---------------------
Quarter-to-Date June 1997 vs. 1996
- ----------------------------------
Excluding the impact of an after-tax charge for acquisition-related
expenses in a pooling-of-interests transaction, fully diluted earnings per share
for the quarter ended June 30, 1997 rose 43% to $.20 from the $.14 earned in the
same period a year ago. Primary earnings per share, on this basis, increased 33%
to $.20 versus the $.15 earned in the 1996 period. Net income for the three
months ended June 30, 1997, excluding the pooling charge, increased 51% to
$15,713,000 from the $10,396,000 earned in the second quarter of 1996. The 1997
second quarter included a charge of $693,000 before taxes and $575,000 after
taxes ($.01 per share) for acquisition-related expenses in a pooling transaction
completed during the three-month period. Sales for the second quarter increased
67% to $203,060,000 versus the $121,833,000 recorded a year ago.
The increases in the Company's sales and earnings were the product of its
continued focus on acquisitions of long-term care pharmacy providers and
sustained internal growth.
During the second quarter of 1997, the Company acquired six institutional
pharmacy providers (excluding insignificant purchases of pharmacy contracts and
other assets), which when combined with internal growth, brought the total
number of nursing facility residents served to 356,000 at June 30, 1997, up 42%
over the number served one year ago. These six transactions added approximately
$26 million in revenues on an annualized basis.
Internal growth resulted from an increase in acuity levels of residents in
client facilities, expansion of services such as infusion therapy, efforts of
the Company's National Sales and Marketing Group and pharmacy staff in
developing and purchasing new pharmacy contracts, and drug price inflation.
Investment income, net of interest expense, of $1,060,000 for the three
months ended June 30, 1997, decreased by $1,743,000 in comparison to the same
period of 1996 due to a reduction in the invested cash balance from $302,996,000
at June 30, 1996 to $102,995,000 at June 30, 1997. The decline in cash is
primarily attributable to the Company's acquisition program, which used
approximately $175 million from June 30, 1996 to June 30, 1997.
9
<PAGE> 10
Year-to-Date June 1997 vs. 1996
- -------------------------------
Excluding the impact of aftertax charges for pooling transactions
completed during the first half of 1997, fully diluted earnings per share rose
36% to $.38 from the $.28 earned in the first six months of 1996, while primary
earnings per share increased 27% to $.38 from the $.30 earned a year ago. Net
income, on this basis, increased 62% to $30,010,000 over the $18,525,000 earned
for the same period a year ago. The six-month period in 1997 included a total
charge of $1,671,000 before taxes and $1,429,000 after taxes ($.02 per share)
for acquisition expenses related to pooling-of-interests transactions. Sales for
the first six months of 1997 grew 61% to $384,668,000 from the $239,018,000 in
the same period of 1996.
The increases in the Company's sales and earnings were the product of its
continued focus on acquisitions of long-term care pharmacy providers and
sustained internal growth.
During the first six months of 1997, the Company acquired 12 institutional
pharmacy providers (excluding insignificant purchases of pharmacy contracts and
other assets), which when combined with internal growth, brought the total
number of nursing facility residents served to 356,000 at June 30, 1997, up 42%
over the number served one year ago. These 12 transactions added approximately
$100 million in revenues on an annualized basis.
Internal growth resulted from an increase in acuity levels of residents in
client facilities, expansion of services such as infusion therapy, efforts of
the Company's National Sales and Marketing Group and pharmacy staff in
developing and purchasing new pharmacy contracts, and drug price inflation.
10
<PAGE> 11
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents at June 30, 1997 were $103.0 million versus
$216.5 million at December 31, 1996. The reduction in cash balances of $113.5
million is primarily attributable to payments made through June 30, 1997 for the
acquisition of businesses of $99.7 million (including amounts payable pursuant
to acquisition agreements relating to pre-1997 acquisitions). The Company
generated positive net cash flow from operating activities of $9.5 million
during the three months ended June 30, 1997. The decrease in net cash flow from
operating activities during the six months ended June 30, 1997 compared to the
six months ended June 30, 1996 is primarily related to an increase in
inventories associated with a change in pricing and payment terms with the
Company's primary supplier of pharmaceuticals from four weeks to one week and
the purchase of inventories in advance of pharmaceutical price increases from
manufacturers. The change in pricing and payment terms with the Company's
primary wholesale supplier of pharmaceuticals represents a one-time change
associated with the commencement of an agreement with a new wholesale supplier
of pharmaceuticals. Under the new agreement, the Company receives more favorable
pricing arrangements, in part, for more frequent payment terms. The Company
believes the net effect of this change will favorably impact gross margins and
will not adversely impact future cash flows from operations. Regarding the
purchase of inventories in advance of scheduled published pharmaceutical price
increases from manufacturers, the Company routinely evaluates the economics of
advance purchases as a means of improving gross margins. When pharmaceutical
price increases occur, the Company is generally able to obtain price increases
to cover such drug price inflation.
The Company's capital requirements are primarily related to its
acquisition program. During the six months ended June 30, 1997, the Company made
12 acquisitions (excluding insignificant purchases of pharmacy contracts and
other assets) for an aggregate capital investment of approximately $128.8
million. Such acquisitions were financed from cash and cash equivalents and the
issuance of 1.9 million shares of common stock. There are no material
commitments outstanding at June 30, 1997, other than estimated future
acquisition-related payments to be made in accordance with purchase agreements.
In October 1996, the Company entered into an agreement with a consortium
of sixteen banks for a $400 million revolving credit facility replacing the
prior $135 million facility. Interest rates and commitment fees for this new
facility are based on the Company's level of performance under certain debt
covenants. No amounts were outstanding at June 30, 1997 under the credit
facility. The Company's current ratio at June 30, 1997 and December 31, 1996 was
4.6 to 1.0 and 6.3 to 1.0, respectively.
On February 5, 1997, the Company's Board of Directors increased the
quarterly cash dividend by 17% to 1.75 cents per share for an indicated annual
rate of 7 cents per share in 1997. Dividends of $2,770,000 were paid during the
six months ended June 30, 1997 versus the $1,768,000 paid in the prior year
period.
11
<PAGE> 12
The Company believes its sources of liquidity and capital are adequate for
its operating needs. If needed, other external sources of financing are readily
available to the Company.
Recently Issued Accounting Standards
- ------------------------------------
Effective October 1, 1997, the Company will adopt provisions of Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." This
statement establishes standards for computing and presenting earnings per share
(EPS). The Company expects that adoption of SFAS No. 128 will not have a
material impact on its EPS
calculation.
Further, the Financial Accounting Standards Board recently issued SFAS
Nos. 130 and 131, "Reporting Comprehensive Income" and "Disclosures about
Segments of an Enterprise and Related Information," respectively. Effective
January 1, 1998, the Company will adopt the provisions of these Statements. SFAS
No. 130 establishes standards for reporting and display of comprehensive income
and its components (revenues, expenses, gains and losses). SFAS No. 131 requires
that a public business enterprise report financial and descriptive information
about its reportable operating segments. It also establishes standards for
related disclosures about products and services, geographic areas and major
customers. The Company expects that adoption of SFAS No. 130 will not have a
significant impact on the Company's reporting and disclosures. Management has
not yet completed its assessment of how SFAS No. 131 might impact the
applicability of segment reporting and disclosures to the Company.
"Safe Harbor" Statement under the Private Securities Litigation
- ---------------------------------------------------------------
Reform Act of 1995 Regarding Forward-Looking Information
- --------------------------------------------------------
In addition to historical information, this Form 10-Q contains
forward-looking statements and performance trends which are subject to certain
risks and uncertainties that could cause actual results to differ materially
from these statements and trends. Such factors include, but are not limited to:
the continued availability of suitable acquisition candidates; changing economic
and market conditions that could impact the suitability of such candidates;
Omnicare's ability to integrate acquisitions; the effect of changes in
government regulation and reimbursement policies and in the interpretation and
application of such policies; the failure of the Company to obtain or maintain
required regulatory approvals or licenses; and other risks and uncertainties as
described in the Company's 1996 Report on Form 10-K/A for the year ended
December 31, 1996.
12
<PAGE> 13
PART II. -- OTHER INFORMATION
-----------------------------
Item 2. Recent Sales of Unregistered Securities
---------------------------------------
The Company, as part of its ongoing acquisition program, issues its common
shares and warrants ("Securities") from time to time in private transactions in
connection with the purchase of the assets or stock of businesses acquired.
During the quarter ended June 30, 1997, the Company completed four transactions
involving Securities. In connection with these transactions, a total of 840,047
shares of common stock were issued. No underwriters were involved in these
acquisition transactions.
The Securities were issued in reliance on the exemption from registration
contained at Section 4(2) of the Securities Act of 1933. See Note 2 to the
Consolidated Financial Statements for additional information regarding the 1997
acquisition transactions.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) Omnicare held its Annual Meeting of Stockholders on May 19,
1997.
(b) The names of each director elected at this Annual Meeting
are as follows:
Edward L. Hutton Patrick E. Keefe
Joel F. Gemunder Sandra E. Laney
Ronald K. Baur Andrea R. Lindell, DNSc, RN
Kenneth W. Chesterman Sheldon Margen, M.D.
Charles H. Erhart, Jr. Kevin J. McNamara
Mary Lou Fox John A. Mount
Cheryl D. Hodges D. Walter Robbins
Thomas C. Hutton
With respect to the election of directors, the number of votes cast for
each nominee was as follows:
Votes Broker
Votes For Withheld Non-Votes
--------- -------- ---------
E. L. Hutton 62,355,319 3,766,887 -0-
J. F. Gemunder 62,354,470 3,767,736 -0-
R. K. Baur 62,356,299 3,765,907 -0-
K. W. Chesterman 62,356,308 3,765,898 -0-
C. H. Erhart, Jr. 62,354,696 3,767,510 -0-
M. L. Fox 62,355,844 3,766,362 -0-
C. D. Hodges 62,356,299 3,765,907 -0-
T. C. Hutton 62,356,307 3,765,899 -0-
13
<PAGE> 14
Votes Broker
Votes For Withheld Non-Votes
--------- -------- ---------
P. E. Keefe 62,356,299 3,765,907 -0-
S. E. Laney 62,356,308 3,765,898 -0-
A. R. Lindell, DNSc, RN 62,354,845 3,767,361 -0-
S. Margen, M.D. 62,355,198 3,767,008 -0-
K. J. McNamara 62,356,308 3,765,898 -0-
J. A. Mount 62,355,508 3,766,698 -0-
D. W. Robbins 62,353,896 3,768,310 -0-
(c) The Stockholders also approved amendments to the Company's 1992
Long-Term Stock Incentive Plan. 62,398,439 votes were cast in
favor of adoption of the amendments, 3,475,386 votes were cast
against it, 111,231 votes abstained and there were 137,150
non-votes.
(d) The Stockholders then ratified the selection by the Board of
Directors of Price Waterhouse LLP as independent accountants for
the Company and its consolidated subsidiaries for the 1997 year.
66,030,402 votes were cast in favor of the proposal, 43,788
votes were cast against it and 48,016 votes abstained.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit
Number Exhibit
------ -------
10 Material Contracts:
Omnicare, Inc. 1992 Long-Term Stock Incentive Plan, As
Amended, was included as an exhibit to the Company's
Proxy Statement for its 1997 Annual Meeting of
Stockholders and such plan is incorporated herein by
reference.
11 Computation of Earnings per Common Share
27 Financial Data Schedule
(b) Reports on Form 8-K - On June 19, 1997, a Form 8-K was filed to report
the sales and earnings of the Company for the month ended May 31, 1997.
14
<PAGE> 15
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Omnicare, Inc.
--------------------------------------
(Registrant)
Date August 13, 1997 By /s/ Joel F. Gemunder
--------------- -------------------------------------
Joel F. Gemunder
President
(Principal Executive Officer)
Date August 13, 1997 By /s/ David W. Froesel, Jr.
--------------- -------------------------------------
David W. Froesel, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
15
<PAGE> 1
Exhibit 11 Omnicare, Inc. and Subsidiary Companies
Computation of Earnings Per Common Share
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary Earnings
Net income $15,138 $ 10,396 $28,581 $ 18,525
Other 10 (22) 14 (28)
------- -------- ------- --------
Net income as adjusted $15,148 $ 10,374 $28,595 $ 18,497
======= ======== ======= ========
Shares
Weighted average number of common
shares outstanding 80,143 65,123 79,110 59,425
Additional shares assuming conversion of:
Stock options and stock warrants 106 2,218 129 2,170
------- -------- ------- --------
Average common shares outstanding and
equivalent as adjusted 80,249 67,341 79,239 61,595
======= ======== ======= ========
Primary earnings per common share $ 0.19* $ 0.15 $ 0.36* $ 0.30
======= ======== ======= ========
Fully Diluted Earnings
Net income $15,138 $ 10,396 $28,581 $ 18,525
Aftertax interest expense related to 5 3/4%
convertible subordinated debentures -- 755 -- 1,553
Other 10 (22) 14 (28)
------- -------- ------- --------
Net income as adjusted $15,148 $ 11,129 $28,595 $ 20,050
======= ======== ======= ========
Shares
Weighted average number of common
shares outstanding 80,143 65,123 79,110 59,425
Additional shares assuming conversion of:
Stock options and stock warrants 297 2,218 225 2,239
Convertible subordinated debentures -- 10,484 -- 10,798
------- -------- ------- --------
Average common shares outstanding and
equivalents as adjusted 80,440 77,825 79,335 72,462
======= ======== ======= ========
Fully diluted earnings per common share $ 0.19* $ 0.14 $ 0.36* $ 0.28
======= ======== ======= ========
<FN>
* This calculation is submitted in accordance with Regulation S-K Item
601(b)(11), although not required by footnote 2 to paragraph 14 of APB Opinion
No. 15 if it results in dilution of less than 3% or is anti-dilutive.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000353230
<NAME> OMNICARE, INC.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 102,995
<SECURITIES> 0
<RECEIVABLES> 162,185
<ALLOWANCES> 7,569
<INVENTORY> 67,997
<CURRENT-ASSETS> 346,780
<PP&E> 101,818
<DEPRECIATION> 35,004
<TOTAL-ASSETS> 817,166
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0
0
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<INCOME-TAX> 19,187
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<EPS-PRIMARY> .36
<EPS-DILUTED> .36
</TABLE>
