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Previous: GALAXY FUND /DE/, 485BPOS, 1996-03-08 |
Next: DERMARX CORP, 10QSB, 1996-03-08 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
December 31, 1995
CAPSTONE PHARMACY SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-20606 11-2310352
----------- ------- ------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification
incorporation) Number)
2930 Washington Blvd., Baltimore, Maryland 21230
-----------------------------------------------------------
(Address of principal executive offices)
(410) 646-6987
-----------------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
-----------------------------------------------------------
(Former name and former address,
if changed since last report)
-----------------------------------------------------------
- 1 -
<PAGE> 2
Item 2 Acquisition or Disposition of Assets.
The Registrant reports the following corrected information
regarding a previously reported acquisition to inform its
security holders:
Item 2 of the Registrant's Form 8-K, dated December 31, 1995
and filed January 8, 1996, shall be amended by replacing the
previously reported purchase price of "approximately
$7,870,000, payable $1,320,000 in cash and promissory notes
and approximately $6,550,000 in the Registrant's common
stock" for Geri-Care Systems, Inc. and Scripts & Things,
Inc. with "approximately $6,400,000, payable $1,350,000 in
cash and promissory notes and $5,050,000 in the Registrant's
common stock."
Item 7 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
(i) Audited combined balance sheet of Geri-Care
Systems, Inc., as of September 30, 1995, and the
related combined statements of income and retained
earnings and cash flows for the nine months ended
September 30, 1995.
(b) Pro forma financial information.
(i) Introductory information.
(ii) Unaudited pro forma selected income statement
data of Capstone Pharmacy Services, Inc., for the
year ended February 28, 1995, and for the nine months
ended November 30, 1995, together with unaudited pro
forma balance sheet data as of November 30, 1995.
- 2 -
<PAGE> 3
Combined Financial Statements
Geri-Care Systems, Inc. and Affiliate
for the nine months ended September 30, 1995
with Independent Auditor's Report
- 3 -
<PAGE> 4
Geri-Care Systems, Inc.
Combined Financial Statements
Nine months ended September 30, 1995
Contents
<TABLE>
<S> <C>
Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Audited Financial Statements
Combined Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Combined Statement of Income and Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Combined Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Notes to Combined Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Combined Supporting Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
- 4 -
<PAGE> 5
Independent Auditor's Report
To the Board of Directors
Geri-Care Systems, Inc.
and Affiliate
Brooklyn, New York
We have audited the accompanying combined balance sheet of Geri-Care Systems,
Inc. and Affiliate as of September 30, 1995, and the related combined
statements of income, retained earnings, and cash flows for the nine months
then ended. These financial statements are the responsibility of the
companies' management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Geri-Care Systems,
Inc. and Affiliate as of September 30, 1995, and the results of its operations
and cash flows for the nine months ended September 30, 1995, in conformity with
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The combined supplementary schedule is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Respectfully submitted,
/s/ Roth & Company
December 18, 1995
- 5 -
<PAGE> 6
Geri-Care Systems, Inc. and Affilate
Combined Balance Sheet
September 30, 1995
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 128,013
Accounts Receivable, Less Allow. for
Doubtful Accounts of $85,000 1,790,704
Due from Employees 1,250
Inventory 733,145
Prepaid Expenses and Other Current Assets 23,061
Shareholders Loans 291,000
-----------
TOTAL CURRENT ASSETS $ 2,967,173
FIXED ASSETS
Machinery and Equipment 569,487
Software in Development 287,632
Furniture and Fixtures 26,009
Leasehold Improvements 45,925
-----------
Fixed Assets at Cost 929,053
Acc. Depreciation & Amort. (386,159)
-----------
TOTAL FIXED ASSETS 542,894
OTHER ASSETS
Deposits 19,680
Customer Lists - Net 301,234
Organizational Expenses - Net 8,571
-----------
TOTAL OTHER ASSETS 329,485
-----------
TOTAL ASSETS $3,839,552
===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS
-6-
<PAGE> 7
Geri-Care Systems, Inc. and Affilate
Combined Balance Sheet
September 30, 1995
<TABLE>
<S> <C> <C>
LIABILITIES & STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts Payable $ 1,000,387
Loans Payable 875,000
Current Portion of Long Debt 260,000
Stockholders Loans 50,000
-----------
TOTAL CURRENT LIABILITIES $ 2,185,387
LONG TERM LIABILITIES
Long Term Debt 303,333
-----------
TOTAL LONG TERM LIABILITIES 303,333
STOCKHOLDERS EQUITY
Common Stock 400,100
Retained Earnings 950,732
-----------
TOTAL STOCKHOLDERS EQUITY 1,350,832
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 3,839,552
===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS
-7-
<PAGE> 8
Geri-Care Systems, Inc. and Affilate
Combined Statement of Income and Retained Earnings
For the Nine Months Ended September 30,1995
<TABLE>
<S> <C>
REVENUES
Net Sales $ 5,820,412
Cost of Goods Sold 3,804,800
------------
Gross Profit 2,015,612
OPERATING EXPENSES
General and Admin. Expenses 1,619,167
------------
Earnings from Operations 396,445
------------
OTHER INCOME (EXPENSE)
Other Income 39,261
Interest Expense (103,399)
------------
Total Other Income (Expense) (64,138)
------------
Earnings Before Income Taxes 332,307
Provision for Income Taxes 25,320
------------
Net Income 306,987
OPENING RETAINED EARNINGS 679,583
Distributions (35,838)
------------
CLOSING RETAINED EARNINGS $ 950,732
============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS
-8-
<PAGE> 9
Geri-Care Systems, Inc. and Affilate
Combined Statement of Cash Flows
For the Nine Months Ended September 30,1995
<TABLE>
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ 306,987
Adjustments to reconcile net income
(loss) to net cash provided by operating activities:
Depreciation and Amortization $ 109,553
Gain on Sale of Equipment (375)
Changes in operating
Assets and Liabilities:
Accounts Receivable (15,909)
Due from Employees (1,250)
Inventory (179,115)
Prepaid Expenses and Other Current Assets (12,239)
Accounts Payable 4,309
Taxes Payable (21,643)
------------
Total Adjustments (116,669)
------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 190,318
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures (221,795)
Sale of Equipment 3,375
Loans to Stockholders (291,000)
Collections of Stockholders Loans 15,000
------------
NET CASH USED BY INVESTMENT ACTIVITIES (494,420)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of Debt 400,000
Payment of Debt (179,700)
Loans from Stockholders 50,000
Payment of Stockholders Loans (13,069)
Distributions (35,838)
------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 221,393
------------
NET DECREASE IN CASH (82,709)
CASH AT BEGINNING OF PERIOD 210,722
------------
CASH AT END OF PERIOD $ 128,013
============
SUPPLEMENTAL CASH FLOW DISCLOSURE
Interest Paid This Period $ 99,399
============
Taxes Paid This Period $ 21,502
============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS
-9-
<PAGE> 10
Geri-Care Systems, Inc. and Affiliate
Notes to Combined Financial Statements
September 30, 1995
NOTE A Nature of Business and Summary of Significant
Accounting Policies
Nature of Business
Geri-Care Systems, Inc., and Affiliate were
incorporated under the laws of the State of New York
on April 18, 1989 and August 13, 1985. The companies
are in the business of providing pharmaceutical
services to adult homes and skilled nursing
facilities in the New York metropolitan region.
Basis of Presentation
The accompanying are the combined financial
statements of:
<TABLE>
<CAPTION>
Name of Entity Type of Entity
<S> <C>
Geri-Care Systems, Inc. S Corporation
Scripts & Things, Inc. S Corporation
</TABLE>
These entities have been combined because they are
commonly owned and have significant interrelated
activity. All intercompany transactions have been
eliminated in combination.
Accounts Receivable
The company charges any uncollectible accounts to
current operations.
Inventory
Inventory is stated at the lower of cost (determined
on the first in first out basis) or market.
Fixed Assets
Fixed assets are stated at cost.
- 10 -
<PAGE> 11
Geri-Care Systems, Inc. and Affiliate
Notes to Combined Financial Statements
September 30, 1995
Depreciation is computed using straight line and
accelerated methods of depreciation over the
following estimated useful lives:
Machinery & Furniture 5 to 10 years
Amortization on leasehold improvements is computed
using the straight line method over a period of 40
years.
Customer Lists
Customer lists are valued at cost and are amortized
on the straight line method over a period of 40
years.
Concentration of Credit Risk
At times, the company maintained bank balances which
exceed the Federal Deposit Insurance Corporation's
insured limits.
The company extends credit to its customers on a
non-collateralized basis. The company has not
historically experienced significant losses on such
credit.
NOTE B Customer Lists
The Company has purchased the operating assets of a
corporation which provides the same services as the
company.
The balance at September 30, 1995 consists of the
following:
<TABLE>
<S> <C>
Total costs $ 307,000
Less accumulated amortization 5,766
-------
$ 301,234
=======
</TABLE>
- 11 -
<PAGE> 12
Geri-Care Systems, Inc. and Affiliate
Notes to Combined Financial Statements
September 30,1995
NOTE C Organization Costs
Organization costs consist of the following at
September 30, 1995:
<TABLE>
<S> <C>
Total Costs $ 85,718
Less accumulated amortization 77,147
---------
$ 8,571
=========
</TABLE>
NOTE D Loan Receivable Shareholders
The company has advanced funds to the shareholders on
a non-interest bearing basis. Payment terms have not
been set, however, the shareholders have represented
that such balances will be paid within the next year,
and accordingly, they have been classified as current
assets on the balance sheet.
NOTE E Line of Credit
The Company has an $875,000 line of credit with
Citibank, all of which was in use at September 30,
1995. The line of credit is renewable at May 31,
1996 and carries an interest rate of 1.5% over prime.
The line of credit is secured by all assets of the
company and the personal guarantee of the
shareholders.
NOTE F Long Term Debt
Long term debt consists of the following:
<TABLE>
<S> <C>
Notes payable to bank, payable in monthly
installments of $8,333 plus interest at prime plus
1.5%, final payment due July 1999, collateralized by
all assets of the company and the personal guarantee
of the shareholders $ 383,333
Notes payable to Staten Island Surgical, Inc.,
payable in monthly installments of $7,500 including
interest at 10%; final payment due in 1997
100,000
</TABLE>
- 12 -
<PAGE> 13
Geri-Care Systems, Inc. and Affiliate
Notes to Combined Financial Statements
September 30, 1995
<TABLE>
<S> <C>
Loan payable, due on demand, interest payable at 15%
per annum. The company pays interest at the rate of
$1,000 per month 80,000
----------
$ 563,333
Less: Current Portion 260,000
----------
$ 303,333
==========
Maturities of long term debt are as follows:
Balance of 1995 $124,000
1996 178,000
1997 102,500
1998 100,000
1999 58,333
</TABLE>
NOTE G Capital Stock
There are 100 shares each issued and outstanding for
Geri-Care Systems, Inc., and Scripts & Things, Inc.
NOTE H Loan Payable Shareholder
A shareholder made non-interest bearing advances to
the company. Such advances are payable on demand and
accordingly have been classified as current
liabilities on the balance sheet.
NOTE I Commitments
The Company is obligated under a lease expiring in
1999 for the rental of its space. The minimum annual
rental under the lease for the next five years and in
the aggregate is as follows:
<TABLE>
<S> <C>
Balance of 1995 $ 16,800
1996 67,200
1997 67,200
1998 67,200
1999 11,200
---------
$ 229,600
=========
</TABLE>
- 13 -
<PAGE> 14
Geri-Care Systems, Inc. and Affiliate
Notes to Combined Financial Statements
September 30, 1995
NOTE J Income Taxes
The company has elected to be taxed under provisions
of Subchapter S of the Internal Revenue Code. Under
those provisions, the company does not pay Federal
and certain state income taxes. Provision has been
made for state and local income taxes to which the
company is subject.
- 14 -
<PAGE> 15
Geri-Care Systems, Inc. and Affilate
Combined Supporting Schedules
For the Nine Months Ended September 30,1995
<TABLE>
<S> <C>
Cost of Goods Sold:
Beginning Inventory $ 554,030
Purchases 3,942,505
Less Purchase Discounts (41,656)
Subcontracting 83,066
Less Ending Inventory (733,145)
----------
Total Cost of Goods Sold $3,804,800
==========
General and Administrative Expenses:
Officer Salaries $ 205,530
Other Salaries 625,586
Insurance 101,136
Water and Sewer Charges 1,580
Licenses and Fees 526
Dues and Subscriptions 11,200
Repairs - General 7,995
Professional Fees 70,831
Temporary Employment 7,790
Alarm Services 2,339
Office Expense 23,942
Depreciation 86,009
Amortization 23,545
Bad Debts 85,000
Taxes 81,601
Maintenance 6,038
Rent 55,223
Freight 69,803
Utilities 18,658
Contributions 1,216
Advertising 16,260
Auto and Truck Expenses 20,277
Business Travel 900
Packaging Supplies 20,684
Telephone 21,183
Stationery and Printing 36,201
Trade Shows 13,431
Parking and Tolls 1,792
Commissions 2,891
----------
Total General and Admin. Expenses $1,619,167
==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS
-15-
<PAGE> 16
CAPSTONE PHARMACY SERVICES, INC.
PRO FORMA SELECTED FINANCIAL DATA
(unaudited)
Pursuant to an Agreement and Plan of Merger dated September 30, 1995 (the
"Agreement"), the Registrant acquired two pharmacy businesses in the New York
City area, Geri-Care Systems, Inc., a New York corporation, and Scripts &
Things, Inc., a New York corporation (collectively, "Geri-Care").
The final closing occurred January 3, 1996, upon final payment of the cash and
stock consideration into escrow. Each acquired business was merged into a
separate, surviving subsidiary of the Registrant. The Registrant intends to
continue the acquired operations through its subsidiaries.
On May 22, 1995, the Registrant closed on the acquisition of Premier Pharmacy,
Inc. ("Premier"), a provider of institutional and hospital pharmacy services.
The Premier acquisition was accomplished by the merger of a wholly-owned
subsidiary of the Registrant into Premier. The Registrant assumed
responsibility for the operations of Premier effective June 1, 1995, and
reported the acquisition on Form 8-K dated May 22, 1995, filed with the
Commission June 5, 1995.
The unaudited pro forma income statement data for the year ended February 28,
1995, and for the nine months ended November 30, 1995, have been prepared based
on historical income statements of the Registrant, as adjusted to reflect the
acquisitions of Geri-Care and Premier as if each such agreement and merger had
been effective March 1, 1994. The pro forma income statement data may not be
indicative of the future results of operations or of what the actual results of
operations would have been had the acquisitions described above been effective
March 1, 1994. The assets and liabilities of the Geri-Care acquisition will be
included in the Registrant's balance sheet as of March 31, 1996, to be filed on
Form 10-Q.
- 16 -
<PAGE> 17
CAPSTONE PHARMACY SERVICES, INC.
PRO FORMA INCOME STATEMENT DATA
FOR THE YEAR ENDED FEBRUARY 28, 1995
(unaudited in thousands, except share amounts)
<TABLE>
<CAPTION>
Capstone Premier Geri-Care
Pharmacy Pharmacy, Systems, Pro Forma
Services, Inc. Inc. Inc. Adjustments Pro Forma
------------ -------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Net Sales $ 43,507 $24,996 $ 6,655 $ 75,158
Cost of Sales 28,185 14,519 4,495 47,199
---------- -------- -------- ---------- ---------
Gross Profit 15,322 10,477 2,160 0 27,959
Operating Expenses:
Selling and Administrative Expenses 18,637 10,185 1,442 ($1,368)(a) 28,896
Depreciation 605 363 91 1,059
---------- -------- -------- ----------- ---------
Operating Income (Loss) from Continuing
Operations before Income Taxes (3,920) (71) 627 1,368 (1,996)
---------- -------- -------- ----------- ---------
Non-Operating Expense (Income):
Interest Expense, net 905 591 66 (54)(b) 1,508
Amortization Expense 384 404 24 (25)(c) 787
Other Income (421) (56) (67) (544)
---------- -------- -------- ----------- ---------
Total Non-Operating Expense 868 939 23 (79) 1,751
---------- -------- -------- ----------- ---------
Income (Loss) from Continuing Operations
before Income Taxes (4,788) (1,010) 604 1,447 (3,747)
Provision (Benefit) for Income Taxes (466) 77 68 681 (d) 360
---------- -------- -------- ----------- ---------
Net Income (Loss) from Continuing Operations ($4,322) ($1,087) $ 536 $766 ($4,107)
========== ======== ======== ========== =========
Weighted Average Number of Equivalent
Common Shares Outstanding 7,236,000 7,236,000
========== =========
Net Income (Loss) from Continuing
Operations, per Share ($0.60) ($0.57)
========== =========
</TABLE>
The accompanying Notes to Pro Forma Income Statement and
Balance Sheet Data are an integral part of this Statement.
-17-
<PAGE> 18
CAPSTONE PHARMACY SERVICES, INC.
PRO FORMA INCOME STATEMENT DATA
FOR THE NINE MONTHS ENDED NOVEMBER 30, 1995
(unaudited in thousands, except share amounts)
<TABLE>
<CAPTION>
Capstone Premier Geri-Care
Pharmacy Pharmacy, Systems, Pro Forma
Services, Inc. Inc. Inc. Adjustments Pro Forma
-------------- --------- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Net Sales $ 31,418 $ 17,956 $ 5,820 $ 55,194
Cost of Sales 19,965 11,098 3,805 34,868
----------- -------- -------- ---------- ----------
Gross Profit 11,453 6,858 2,015 0 20,326
Operating Expenses:
Selling and Administrative Expenses 11,423 7,096 1,509 ($342)(a) 19,686
Depreciation 439 247 86 772
----------- -------- -------- ---------- ----------
Operating Income (Loss) from Continuing
Operations before Income Taxes (409) (485) 420 342 (132)
----------- -------- -------- ---------- ----------
Non-Operating Expense (Income):
Interest Expense, net 557 357 103 (41)(b) 976
Amortization Expense 369 102 24 68 (c) 563
Other Income (253) (31) (39) (323)
----------- -------- -------- ---------- ----------
Total Non-Operating Expense 673 428 88 27 1,216
----------- -------- -------- ---------- ----------
Income (Loss) from Continuing Operations
before Income Taxes (1,082) (913) 332 315 (1,348)
Provision (Benefit) for Income Taxes (182) 227 25 70
----------- -------- -------- ---------- ----------
Income (Loss) from Continuing Operations
before Discontinued Operations and
Extraordinary Item (900) (1,140) 307 315 (1,418)
Gain on Sale of Assets of Discontinued
Business Segments, net 478 478
----------- -------- -------- ---------- ----------
Income (Loss) before Extraordinary Item (422) (1,140) 307 315 (940)
Extraordinary Item
Discount on Repayment of Vendor Debt 283 283
----------- -------- -------- ---------- ----------
Income (Loss) from Continuing Operations ($139) ($1,140) $ 307 $315 ($657)
=========== ======== ======== ========== ==========
Weighted Average Number of Equivalent
Common Shares Outstanding 16,202,000 16,202,000
=========== ==========
Net Income (Loss) from Continuing
Operations, per Share ($0.01) ($0.04)
=========== ==========
</TABLE>
The accompanying Notes to Pro Forma Income Statement
and Balance Sheet Data are an integral part of this Statement.
-18-
<PAGE> 19
CAPSTONE PHARMACY SERVICES, INC.
PRO FORMA BALANCE SHEET DATA
AS OF NOVEMBER 30, 1995
(unaudited in thousands)
<TABLE>
<CAPTION>
Capstone Premier Geri-Care Consolidating
Pharmacy Pharmacy, Systems, and Pro Forma
Services, Inc. Inc. Inc. Adjustments Pro Forma
-------------- --------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Current Assets:
Cash $ 1,354 $ 1,030 $ 128 $ 2,512
Accounts Receivable, net of
allowance for doubtful accounts
of $1,698 7,016 4,996 2,083 14,095
Inventories 3,471 1,635 733 5,839
Income tax refund receivable 699 95 794
Prepaid expenses and other current assets 9,244 (8,652) 23 615
Net assets of discontinued operations 136 136
------------ -------- -------- ------------ --------
Total current assets 21,920 (896) 2,967 0 23,991
Equipment and leasehold improvements, net 1,739 915 543 ($324) (c) 2,873
Other assets:
Notes receivable, less current portion 77 77
Security deposits and other assets (4,387) 180 330 4,743 (e) 866
Deferred financing costs 246 246
Goodwill, net of accumulated
amortization of $1,481 14,285 5,056 (c) 19,341
------------ -------- -------- ------------ --------
Total Assets $ 33,880 $ 199 $ 3,840 $ 9,475 $ 47,394
============ ======== ======== ============ ========
Current Liabilities:
Current Portion of long-term debt $720 $ 165 $ 260 $ 1,145
Accounts payable 1,765 850 1,001 3,616
Accrued expenses and other current
liabilities 1,307 813 925 $ 1,033 (c) 4,078
Accrued restructuring charges 1,008 315 (a) 1,323
------------ -------- -------- ------------ --------
Total current liabilities 4,800 1,828 2,186 1,348 10,162
Deferred income taxes 590 590
Other long-term liabilities 179 600 779
Long-term debt net of current portion 2,392 1,637 303 4,332
Long-term portion of accrued restructuring
charges 169 169
------------ -------- -------- ------------ --------
2,740 2,827 303 0 5,870
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 500,000 shares
authorized; none issued 6,796 (6,796) (e) 0
Common Stock, $.01 par value; 30,000,000 shares
authorized; 13,575,810 shares issued and
outstanding 136 1 400 (393)(c&e) 144
Capital in excess of par 38,847 216 4,826 (c&e) 43,889
Accumulated deficit (12,643) (11,469) 951 10,490 (c&e) (12,671)
------------ -------- -------- ------------ --------
26,340 (4,456) 1,351 8,127 31,362
------------ -------- -------- ------------ --------
Total liabilities and stockholders' equity $ 33,880 $ 199 $ 3,840 $ 9,475 $ 47,394
============ ======== ======== ============ ========
</TABLE>
The accompanying Notes to Pro Forma Income Statement and
Balance Sheet Data are an integral part of this Balance Sheet.
-19-
<PAGE> 20
CAPSTONE PHARMACY SERVICES, INC.
NOTES TO PRO FORMA INCOME STATEMENT AND BALANCE SHEET DATA
FOR THE YEAR ENDED FEBRUARY 28, 1995
AND THE NINE MONTHS ENDED NOVEMBER 30, 1995
(unaudited)
(a) Reflects estimated operating and general and administrative expense
reductions of $1,368,000 for the year ended February 28, 1995 and $342,000 for
the nine months ended November 30, 1995. These estimated reductions are the
result of integrating acquired operations. This adjustment includes salary and
personnel expenses of terminated Premier employees and other corporate expenses
which were elimated as a result of the Premier merger.
(b) Reflects reduced interest expense in connection with the Premier
acquisition as a result of a 1% lower interest cost under the Registrant's
restructured line of credit agreement with CreditAnstalt on which the
Registrant averaged $5,425,000 outstanding during the year.
(c) Reflects adjustments related to the Geri-Care acquisition and to the
amortization of intangibles associated with the Premier and Geri-Care
acquisitions, calculated as follows:
<TABLE>
<CAPTION>
Nine Months
Year Ended Ended
February 28, 1995 November 30, 1995
----------------- -----------------
<S> <C> <C>
Premier-
Amortization expense as recorded $404,000 $102,000
Post acquisition amortization expense 228,000 57,000
------------- ------------
Premier pro forma adjustment (176,000) (45,000)
Geri-Care-
Amortization expense as recorded 0 0
Post acquisition amortization expense 151,000 113,000
------- --------
Geri-Care pro forma adjustment 151,000 113,000
------- --------
Total pro forma adjustment $ (25,000) $ 68,000
========= =========
</TABLE>
(d) Reflects income taxes for acquired operations at statutory rates.
(e) Represents a consolidating entry or intercompany elimination.
- 20 -
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAPSTONE PHARMACY SERVICES, INC.
By: /s/ Donald W. Hughes
-----------------------
Vice-President and
Chief Financial Officer
Date: March 8, 1996
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