<PAGE> 1
FORM 10-Q/A
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 September 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) (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
------- ------
<TABLE>
<CAPTION>
COMMON STOCK OUTSTANDING
- ------------------------
Number of
Shares Date
------ ----
<S> <C> <C>
Common Stock, $1 par value 81,344,831 September 30, 1997
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
OMNICARE, INC. AND
------------------
SUBSIDIARY COMPANIES
--------------------
Index
Page
----
<S> <C> <C>
Part I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheet -
September 30, 1997 and December 31, 1996 3
Consolidated Statement of Income -
Three and nine months ended -
September 30, 1997 and 1996 4
Consolidated Statement of Cash Flows -
Nine months ended -
September 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 6. Exhibits and Reports on Form 8-K 13
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
PART I -- FINANCIAL INFORMATION
-------------------------------
Item 1. Financial Statements
--------------------
OMNICARE, INC. AND SUBSIDIARY COMPANIES
Consolidated Balance Sheet
UNAUDITED
(In thousands, except share data)
September 30, December 31,
1997 1996
---------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $98,696 $216,515
Accounts receivable, less allowances of
$13,225 (1996 - $5,631) 207,765 118,913
Inventories 83,111 43,585
Deferred income tax benefits 10,962 6,036
Other current assets 13,251 5,686
---------- --------
Total current assets 413,785 390,735
Properties and equipment, at cost less accumulated
depreciation of $41,650 (1996-$28,415) 79,176 56,055
Goodwill, less accumulated amortization
of $26,102 (1996-$15,550) 653,045 259,507
Other assets 25,716 15,400
---------- --------
Total assets $1,171,722 $721,697
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $43,984 $21,432
Amounts payable pursuant to acquisition agreements 16,152 11,651
Current portion of long-term debt 3,933 1,199
Accrued employee compensation 29,074 10,645
Other current liabilities 37,502 16,806
---------- --------
Total current liabilities 130,645 61,733
Long-term debt 255,103 1,992
Deferred income taxes 7,700 4,197
Amounts payable pursuant to acquisition agreements 11,971 9,088
Other noncurrent liabilities 9,286 10,309
---------- --------
Total liabilities 414,705 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; 81,535,861 issued
(1996 - 77,025,661 shares) 81,536 77,026
Paid-in capital 524,018 433,117
Retained earnings 172,629 135,398
---------- --------
778,183 645,541
Treasury stock, at cost-191,030 shares (1996-0 shares) (5,183) -
Deferred compensation (14,942) (9,503)
Unallocated stock of ESOP (1,041) (1,660)
---------- --------
Total stockholders' equity 757,017 634,378
---------- --------
Contingencies (Note 3 )
Total liabilities and stockholders' equity $1,171,722 $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 Nine Months Ended
September 30, September 30,
---------------------------- -----------------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Sales $ 228,050 $ 140,733 $ 612,718 $ 379,751
Cost of sales 162,224 100,111 435,261 270,402
--------- --------- --------- ---------
Gross profit 65,826 40,622 177,457 109,349
Selling, general and administrative expenses 38,314 23,213 103,078 63,285
Acquisition expenses-pooling of interests - - 1,671 -
Nonrecurring charge (Note 3) 6,313 - 6,313 -
--------- --------- --------- ---------
Operating income 21,199 17,409 66,395 46,064
Investment income 958 3,647 4,013 8,225
Interest expense (977) (1,135) (1,460) (3,670)
--------- --------- --------- ---------
Income before income taxes 21,180 19,921 68,948 50,619
Income taxes 10,343 8,108 29,530 20,281
--------- --------- --------- ---------
Net income $ 10,837 $ 11,813 $ 39,418 $ 30,338
========= ========= ========= =========
Earnings per share:
Primary $ 0.13 $ 0.17 $ 0.49 $ 0.48
Fully diluted $ 0.13 $ 0.16 $ 0.49 $ 0.44
Dividends paid per share: $ 0.0175 $ 0.015 $ 0.0525 $ 0.045
Weighted average number of
common shares outstanding:
Primary 81,019 67,956 79,839 63,730
========= ========= ========= =========
Fully diluted 81,124 78,303 79,938 74,423
========= ========= ========= =========
The Notes to Consolidated Financial Statements are an integral part of this statement.
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
OMNICARE, INC. AND SUBSIDIARY COMPANIES
Consolidated Statement of Cash Flows
UNAUDITED
(In thousands) Nine Months Ended
September 30,
--------------------------------
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 39,418 $ 30,338
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization 16,964 10,720
Provision for doubtful accounts 4,340 2,882
Deferred tax provision 5,211 2,041
Changes in assets and liabilities, net of effects
from acquisition/disposal of businesses:
Accounts receivable (44,268) (16,745)
Inventories (24,543) (7,235)
Current and noncurrent assets (8,857) (5,942)
Payables and accrued liabilities 20,080 6,529
Current and noncurrent liabilities 4,236 3,478
--------- ---------
Net cash flows from operating activities 12,581 26,066
--------- ---------
Cash flows from investing activities:
Acquisition of businesses (357,598) (68,035)
Capital expenditures (21,784) (21,451)
Other (444) (533)
--------- ---------
Net cash flows from investing activities (379,826) (90,019)
--------- ---------
Cash flows from financing activities:
Proceeds from borrowings on line of credit 250,000 -
Principal payments on long-term obligations (549) (409)
Net proceeds from stock offering - 279,159
Exercise of stock options and warrants,
net of stock tendered in payment 4,153 (781)
Dividends paid (4,178) (2,754)
--------- ---------
Net cash flows from financing activities 249,426 275,215
--------- ---------
Net increase (decrease) in cash and cash equivalents (117,819) 211,262
Cash and cash equivalents at beginning of period 216,515 40,137
--------- ---------
Cash and cash equivalents at end of period $ 98,696 $ 251,399
========= =========
Supplemental disclosures of cash flow information
- -------------------------------------------------
Income taxes paid $ 15,199 $ 14,785
Interest paid 215 4,897
The Notes to Consolidated Financial Statements are an integral part of this
statement.
</TABLE>
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 ("Omnicare" or
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 15 acquisitions
(excluding insignificant purchases of pharmacy contracts and other assets) of
institutional pharmacy businesses. Thirteen of these transactions were accounted
for as purchase transactions and two as poolings-of-interests. These 15
transactions added approximately $278 million in revenues on an annualized
basis. 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. 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.
On September 16, 1997, Omnicare, Inc. completed the acquisition of
all outstanding shares of American Medserve Corporation ("AMC"). 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. Additionally, American Medserve Corporation is a
joint venture partner with an affiliate of The Evangelical Lutheran Good
Samaritan Society, which ranks as the nation's fifth-largest nursing home
operator, serving 27,000 residents.
The cash purchase price of AMC was approximately $223 million. The
acquisition was accounted for under the purchase method of accounting and the
total consideration to be paid, including estimated transaction costs of $10
million, was allocated to the tangible and identifiable intangible assets and
liabilities acquired based on their estimated fair values at the date of
acquisition. The excess of the acquisition cost over the fair value of the net
assets acquired was recorded as goodwill.
On the closing date, the Company borrowed $250 million under its $400
million revolving credit agreement to fund the cash purchase price for the AMC
stock, the related estimated transaction costs and the repayment of
approximately $16.7 million of AMC's debt.
6
<PAGE> 7
Unaudited pro forma combined results of operations of the Company,
including American Medserve Corporation, for the nine months ended September 30,
1997 and 1996, are presented below. Such pro forma presentation has been
prepared assuming that the AMC acquisition had been made as of the beginning of
the periods (in thousands, except per share data).
<TABLE>
<CAPTION>
For the nine months
ended September 30,
---------------------
1997 1996
---- ----
<S> <C> <C>
PRO FORMA
Sales $ 721,735 $ 434,222
Net Income 30,344 20,757
Earnings per share:
Primary $ .38 $ .33
Fully Diluted $ .38 $ .31
</TABLE>
The primary pro forma adjustments reflect amortization of goodwill
acquired on a straight-line basis over 40 years and interest costs on debt
incurred in conjunction with the AMC acquisition. The pro forma information does
not give effect to any synergies anticipated by the Company's management as a
result of the acquisition, in particular improvements in gross margin
attributable to the Company's purchasing leverage associated with purchases of
pharmaceuticals and the elimination of duplicate payroll and other operating
expenses. Therefore, management believes that the pro forma financial
information is not necessarily indicative of future performance. The pro forma
information should be read in conjunction with the Company's consolidated
financial statements and related notes thereto included in its 1996 Form 10-K
(as amended on Form 10-K/A dated August 6, 1997).
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.
7
<PAGE> 8
Accordingly, in the third quarter of 1997, Omnicare recorded a
nonrecurring charge of $6,313,000 ($5,958,000 aftertax) for the estimated costs
and legal and other expenses associated with resolving the investigation. The
$6,313,000 consists of anticipated payments to the government agencies of
$5,300,000 and estimated legal and other professional fees directly attributable
to the investigation of $1,013,000. 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.
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 for the nine months ended
September 30, 1997.
8
<PAGE> 9
Item 2. Management's Discussion and Analysis of Results of Operations and
-----------------------------------------------------------------
Financial Condition.
--------------------
Results of Operations
- ---------------------
Quarter Ended September 1997 vs. 1996
- ---------------------------------------
Excluding the impact of a nonrecurring charge in the period, fully
diluted earnings per share for the quarter ended September 30, 1997 were $.21,
up 31% from the $.16 earned in the same period a year ago. The 1997 third
quarter included a nonrecurring charge of $6,313,000 before taxes and $5,958,000
after taxes for the estimated costs and legal and other expenses related to the
tentative settlement of the government investigation of Home Pharmacy Services,
Inc., the Company's wholly owned institutional pharmacy subsidiary in
Belleville, Illinois. Net income for the three months ended September 30, 1997,
excluding the aforementioned charge, increased 42% to $16,795,000 from the
$11,813,000 earned in the third quarter of 1996. Sales for the third quarter
increased 62% to $228,050,000 versus the $140,733,000 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 third quarter of 1997, the Company acquired three
institutional pharmacy providers (excluding insignificant purchases of pharmacy
contracts and other assets), including American Medserve Corporation, which when
combined with internal growth, brought the total number of nursing facility
residents served to 427,400 at September 30, 1997, up 55% over the number served
one year ago. These three transactions added approximately $178 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 for the three months ended September 30, 1997
decreased by $2,689,000 in comparison to the same period of 1996 due to a
reduction in the invested cash balance from $217 million at December 31, 1996 to
$99 million at September 30, 1997. The use of cash is primarily attributable to
the Company's acquisition program.
The Company's effective tax rate in the third quarter of 1997 was
48.8% versus 40.7% in the comparable 1996 period. The increase was primarily
attributable to the aforementioned nonrecurring charge related to Home Pharmacy
Services, Inc. Excluding the nonrecurring charge, the Company's effective tax
rate in the third quarter of 1997 was 38.9%.
9
<PAGE> 10
Nine Months Ended September 1997 vs. 1996
- -----------------------------------------
Excluding the aforementioned nonrecurring charge related to Home
Pharmacy Services, Inc. and acquisition-related expenses for pooling-of-
interests transactions completed during the first nine months of 1997, fully
diluted earnings per share were $.59, up 34% from the $.44 earned in the first
nine months of 1996. Net income, on this basis, increased 54% to $46,805,000
from the $30,338,000 earned for the same period a year ago. The nine-month
period in 1997 included the aforementioned nonrecurring charge and $1,671,000
before taxes and $1,429,000 after taxes for acquisition expenses related to
pooling-of-interests transactions. Sales for the first nine months of 1997 grew
61% to $612,718,000 from $379,751,000 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 nine months of 1997, the Company acquired 15
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 427,400 at September
30, 1997, up 55% over the number served one year ago. These 15 transactions
added approximately $278 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 for the nine months ended September 30, 1997
decreased by $4,212,000 in comparison to the same period of 1996 due to a
reduction in the invested cash balance from $217 million at December 31, 1996
to $99 million at September 30, 1997. The use of cash is primarily attributable
to the Company's acquisition program.
Interest expense decreased by $2,210,000 from the nine months ended
September 30, 1996 to the comparable 1997 period primarily as a result of the
conversion of Omnicare's $73.6 million of 5.75% Convertible Subordinated Notes
due 2003 during the fourth quarter of 1996. Partially offsetting the reduction
in interest expense caused by the aforementioned conversion was the interest
expense on the Company's borrowing of $250 million under its revolving line of
credit on September 16, 1997 to fund the Company's acquisition of AMC.
The Company's effective tax rate for the nine months ended September
30, 1997 was 42.8% versus 40.1% in the comparable 1996 period. The increase was
primarily attributable to the 1997 third quarter nonrecurring charge and
pooling-of-interests acquisition expenses incurred during the 1997 period.
Excluding the nonrecurring charge and pooling-of-interests expenses, the
Company's effective tax rate for the nine months ended September 30, 1997 was
39.2%.
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents at September 30, 1997 were $98.7 million
versus $216.5 million at December 31, 1996. Acquisitions of businesses in 1997
required $357.6 million of cash payments (including amounts payable pursuant to
acquisition agreements relating to pre-1997 acquisitions) which were funded by
the reduction in cash and cash equivalents and the borrowing of $250 million
under the Company's revolving line of credit. The Company generated positive net
cash flow from operating activities of $13.6 million during the three months
ended September 30, 1997. The decrease in net cash flow from operating
activities during the nine months ended September 30, 1997 compared to the nine
months ended September 30, 1996 is primarily related to an increase in
inventories during the first quarter of 1997 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
10
<PAGE> 11
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 nine months ended September 30, 1997, the
Company made 15 acquisitions (excluding insignificant purchases of pharmacy
contracts and other assets) for an aggregate capital investment of approximately
$431 million. Such acquisitions were financed from cash and cash equivalents,
bank borrowings and the issuance of 2.9 million shares of common stock. There
are no material commitments outstanding at September 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. On September 16, 1997, the Company borrowed $250 million
on the revolving credit facility at a rate of 5.9375% per annum. The Company's
current ratio at September 30, 1997 and December 31, 1996 was 3.2 to 1.0 and 6.3
to 1.0, respectively. The decline in the current ratio is primarily
attributable to the Company's utilization of cash to fund its acquisition
program.
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 $4.2 million were paid during
the nine months ended September 30, 1997 versus the $2.8 million paid in the
comparable prior year period.
The Company believes its sources of liquidity and capital are
adequate for its ongoing operating needs. If needed, other external sources of
financing are readily available to the Company.
Recently Issued Accounting Standards
- ------------------------------------
The Company will adopt the provisions of Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings Per Share" when it releases its
earnings for the year ended December 31, 1997. 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 Nos. 130 and 131 will not
have a significant impact on the Company's reporting and disclosures.
11
<PAGE> 12
"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/A 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 September 30, 1997, the Company
completed three transactions involving unregistered Securities. In connection
with these transactions, a total of 788,895 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 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit
Number Exhibit
------ -------
11 Computation of Earnings per Common Share
27 Financial Data Schedule
(b) Reports on Form 8-K - On August 6, 1997, a Form 8-K was filed to
report the tentative settlement of the government investigation of
Home Pharmacy Services, Inc. (see Note 3 to the Consolidated
Financial Statements). On August 8, 1997, a Form 8-K was filed to
report the execution of a definitive merger agreement with American
Medserve Corporation (see Note 2 to the Consolidated Financial
Statements). On September 19 and 29, 1997, a Form 8-K and Form 8-K/A
was filed, respectively, to report the September 16, 1997 completion
of the acquisition of all outstanding shares of American Medserve
Corporation (see Note 2 to the Consolidated Financial Statements).
13
<PAGE> 14
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 November 26, 1997 By /s/David W. Froesel, Jr.
-------------------------- ------------------------
David W. Froesel, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
14
<PAGE> 15
<TABLE>
<CAPTION>
Exhibit 11
Omnicare, Inc. and Subsidiary Companies
Computation of Earnings Per Common Share
(in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- --------------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Primary Earnings
Net Income $ 10,837 $ 11,813 $ 39,418 $ 30,338
Other (4) 3 10 (25)
-------- -------- -------- --------
Net income as adjusted $ 10,833 $ 11,816 $ 39,428 $ 30,313
======== ======== ======== ========
Shares
Weighted average number of common
shares outstanding 80,785 65,851 79,675 61,582
Additional shares assuming conversion of
stock options and stock warrants 234 2,105 164 2,148
-------- -------- -------- --------
Average common shares outstanding and
equivalent as adjusted 81,019 67,956 79,839 63,730
======== ======== ======== ========
Primary earnings per common share $ 0.13 * $ 0.17 $ 0.49 * $ 0.48
======== ======== ======== ========
Fully Diluted Earnings
Net income $ 10,837 $ 11,813 $ 39,418 $ 30,338
Aftertax interest expense related to 5 3/4%
convertible subordinated debentures -- 713 -- 2,266
Other (4) 3 10 (25)
-------- -------- -------- --------
Net income as adjusted $ 10,833 $ 12,529 $ 39,428 $ 32,579
======== ======== ======== ========
Shares
Weighted average number of common
shares outstanding 80,785 65,851 79,675 61,582
Additional shares assuming conversion of:
Stock options and stock warrants 339 2,105 263 2,148
Convertible subordinated debentures -- 10,347 -- 10,693
-------- -------- -------- --------
Average common shares outstanding and
equivalent as adjusted 81,124 78,303 79,938 74,423
======== ======== ======== ========
Fully diluted earnings per common share $ 0.13 * $ 0.16 $ 0.49 * $ 0.44
======== ======== ======== ========
<FN>
* The calculations for the three and nine month periods ended September 30, 1997 are 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 since they result in dilution of less
than 3%.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000353230
<NAME> OMNICARE, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 98,696
<SECURITIES> 0
<RECEIVABLES> 220,990
<ALLOWANCES> 13,225
<INVENTORY> 83,111
<CURRENT-ASSETS> 413,785
<PP&E> 120,826
<DEPRECIATION> 41,650
<TOTAL-ASSETS> 1,171,722
<CURRENT-LIABILITIES> 130,645
<BONDS> 0
0
0
<COMMON> 81,536
<OTHER-SE> 675,481
<TOTAL-LIABILITY-AND-EQUITY> 1,171,722
<SALES> 612,718
<TOTAL-REVENUES> 612,718
<CGS> 435,261
<TOTAL-COSTS> 435,261
<OTHER-EXPENSES> 111,062
<LOSS-PROVISION> 4,340
<INTEREST-EXPENSE> 1,460
<INCOME-PRETAX> 68,948
<INCOME-TAX> 29,530
<INCOME-CONTINUING> 39,418
<DISCONTINUED> 0
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<NET-INCOME> 39,418
<EPS-PRIMARY> .49
<EPS-DILUTED> .49
</TABLE>
