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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission File No. 1-8269
OMNICARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 31-1001351
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
OMNICARE, INC.
1600 RIVERCENTER II
100 EAST RIVERCENTER BOULEVARD
COVINGTON, KENTUCKY 41011
(Address of Principal Executive Offices)
859-392-3300
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which Registered
------------------- -----------------------------------------
Common Stock ($1.00 Par Value) New York Stock Exchange
Preferred Share Purchase Rights
(No Par Value) New York Stock Exchange
4.0% Trust Preferred Income Equity
Redeemable Securities issued
by Omnicare Capital Trust I and
guaranteed by Omnicare, Inc. New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Aggregate market value of the registrant's voting stock held by non-affiliates,
based upon the closing price of said stock on the New York Stock Exchange
Composite Transaction Listing on the last business day of the registrant's most
recently completed second fiscal quarter (i.e., June 30, 2003) ($33.79 per
share): $3,323,383,485.
As of January 31, 2004, the registrant had 103,298,049 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Omnicare, Inc.'s ("Omnicare", the "Company" or the "Registrant")
definitive Proxy Statement for its 2004 Annual Meeting of Stockholders, to be
held May 18, 2004, are incorporated by reference into Part III of this report.
Definitive copies of its 2004 Proxy Statement will be filed with the Securities
and Exchange Commission within 120 days of the end of the Company's fiscal year.
OMNICARE, INC.
2003 FORM 10-K ANNUAL REPORT
Table of Contents
PART I PAGE
----
Item 1. Business...................................................... 3
Item 2. Properties.................................................... 21
Item 3. Legal Proceedings............................................. 26
Item 4. Submission of Matters to a Vote of Security Holders........... 26
Executive Officers of the Company............................. 27
PART II
Item 5. Market for the Company's Common Equity and
Related Stockholder Matters ............................... 28
Item 6. Selected Financial Data ...................................... 29
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................ 32
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.... 58
Item 8. Financial Statements and Supplementary Data................... 59
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure........................ 103
Item 9A. Controls and Procedures....................................... 103
PART III
Item 10. Directors and Executive Officers of the Registrant............ 103
Item 11. Executive Compensation........................................ 104
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................. 104
Item 13. Certain Relationships and Related Transactions................ 104
Item 14. Principal Accountant Fees and Services........................ 104
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports
on Form 8-K................................................ 105
As used in this document, unless otherwise specified or the context otherwise
requires, the terms "Omnicare," "Company," "its," "we," "our" and "us" refer to
Omnicare, Inc. and its consolidated subsidiaries.
PART I
ITEM 1 - BUSINESS
Background
Omnicare, Inc. is a leading provider of pharmaceuticals and related pharmacy
services to long-term care institutions such as skilled nursing facilities
("SNFs"), assisted living facilities ("ALFs") and retirement centers, as well as
hospitals and other institutional healthcare facilities. We also provide
comprehensive clinical research for the pharmaceutical and biotechnology
industries.
We operate in two business segments. The largest segment, Pharmacy Services,
provides distribution of pharmaceuticals, related pharmacy consulting, data
management services and medical supplies to long-term care facilities throughout
the United States. Pharmacy Services purchases, repackages and dispenses
pharmaceuticals, both prescription and non-prescription, and provides
computerized medical record-keeping and third-party billing for residents in
these facilities. We also provide consultant pharmacist services, including
evaluating residents' drug therapy, monitoring the drug distribution system
within the nursing facility, assisting in compliance with state and federal
regulations and providing proprietary clinical and health management programs.
In addition, our Pharmacy Services segment provides ancillary services, such
as infusion therapy, specialty pharmacy, respiratory and dialysis services,
distributes medical supplies and offers clinical and financial software
information systems to long-term care facilities. Since 1989, we have been
involved in a program to acquire providers of pharmaceutical products and
related pharmacy management services and medical supplies to long-term care
facilities and their residents. Additional information regarding
acquisitions is presented at Note 2 (Acquisitions) of the Notes to our 2003
Consolidated Financial Statements, included at Item 8 of this Filing. We
provided pharmacy services to long-term care facilities comprising approximately
1,003,000 beds in 47 states and the District of Columbia at December 31, 2003.
We also provide pharmaceutical case management services for retirees, employees
and dependents who have drug benefits under corporate-sponsored healthcare
programs. In addition, we provide operational software and support systems
to long-term care pharmacy providers across the United States. The Pharmacy
Services segment has no operating locations outside of the United States of
America ("United States").
Our other business segment is contract research organization services ("CRO
Services"). CRO Services is a leading international provider of comprehensive
product development and research services to client companies in the
pharmaceutical, biotechnology, medical device and diagnostics industries. Our
CRO Services segment provides support for the design of regulatory strategy and
clinical development of pharmaceuticals by offering comprehensive and fully
integrated clinical, quality assurance, data management, medical writing and
regulatory support for our client's drug development programs. As of December
31, 2003, our CRO Services segment operated in 29 countries around the world.
3
Financial information regarding our business segments is presented at Note 16
(Segment Information) of the Notes to our 2003 Consolidated Financial
Statements, included at Item 8 of this Filing.
Pharmacy Services
We purchase, repackage and dispense prescription and non-prescription medication
in accordance with physician orders and deliver such prescriptions to the
nursing facility for administration to individual residents by the facility's
nursing staff. We typically service nursing homes within a 150-mile radius of
our pharmacy locations. We maintain a 24-hour, seven-day per week, on-call
pharmacist service for emergency dispensing and delivery or for consultation
with the facility's staff or the resident's attending physician.
Upon receipt of a prescription, the relevant resident information is entered
into our computerized dispensing and billing systems. At that time, the
dispensing system checks the prescription for any potentially adverse drug
interactions, duplicative therapy or resident sensitivity. When required and/or
specifically requested by the physician or patient, branded drugs are dispensed
and generic drugs are substituted in accordance with applicable state and
federal laws as requested by the physician or resident. Subject to physician
approval and oversight, and in accordance with our pharmaceutical care
guidelines, we also provide for patient-specific therapeutic interchange
of more efficacious and/or safer drugs for those presently being prescribed.
See "The Omnicare Geriatric Pharmaceutical Care Guidelines'r'" below for
further discussion.
We provide a unit-of-use drug distribution system. This means that we repackage
drugs for dispensing in single doses in tamper-resistant, drug-specific
packaging labeled for individual residents. This differs from prescriptions
filled by retail pharmacies, which typically are dispensed in vials or other
bulk packaging requiring measurement of each dose by or for the patient. We
believe the unit-of-use system improves control over drugs in the nursing
facility, reduces medication errors and improves resident compliance with
drug therapy by increasing the accuracy and timeliness of drug administration.
Integral to our drug distribution system is our computerized medical records and
documentation system. We provide to the facility computerized medication
administration records, physician's order sheets and treatment records for
each resident. Data extracted from these computerized records is also formulated
into monthly management reports on resident care and quality assurance. We
believe the computerized documentation system, in combination with the
unit-of-use drug delivery system, results in greater efficiency in nursing
time, improved control, reduced drug waste in the facility and lower error
rates in both dispensing and administration. We believe these benefits improve
drug efficacy and result in fewer drug-related hospitalizations, thereby
lowering overall healthcare costs.
Consultant Pharmacist Services
Federal and state regulations mandate that long-term care facilities, in
addition to providing a source of pharmaceuticals, retain consultant pharmacist
services to monitor and report on prescription drug therapy in order to maintain
and improve the quality of resident care. The
4
Omnibus Budget Reconciliation Act ("OBRA") implemented in 1990 sought to further
upgrade and standardize care by setting forth more stringent standards relating
to planning, monitoring and reporting on the progress of prescription drug
therapy as well as overall drug usage. We provide consultant pharmacist services
which help clients comply with the federal and state regulations applicable to
nursing homes. The services offered by our consultant pharmacists include:
o monthly drug regimen reviews for each resident in the facility
to assess the appropriateness and efficacy of drug therapies,
including a review of the resident's current medication usage,
monitoring drug reactions to other drugs or food, monitoring lab
results and recommending alternate therapies, dosing adjustments
or discontinuing unnecessary drugs;
o participation on the pharmacy and therapeutics, quality assurance and
other committees of client facilities as well as periodic involvement
in staff meetings;
o monitoring and monthly reporting on overall drug usage;
o development and maintenance of pharmaceutical policy and procedures
manuals; and
o assistance to the nursing facility in complying with state and federal
regulations as they pertain to drug use.
We have also developed a proprietary software system for the use of our
consultant pharmacists. The system, called OSC2OR'r' (Omnicare System of
Clinical and Cost Outcomes Retrieval), enables our pharmacists not only to
perform their functions efficiently, but also provides the platform for
consistent data retrieval for health and outcomes management.
Additionally, we offer a specialized line of consulting services which help
long-term care facilities to enhance care and reduce and contain costs as well
as to comply with state and federal regulations. Under this service line, we
offer:
o data required for OBRA and other regulatory purposes, including
reports on usage of chemical restraints known as psychotropic drugs,
antibiotic usage (infection control) and other drug usage;
o plan of care programs which assess each patient's state of health upon
admission and monitor progress and outcomes using data on drug usage
as well as dietary, physical therapy and social service inputs;
o counseling related to appropriate drug usage and implementation of
drug protocols;
o on-site educational seminars for the nursing facility staff on topics
such as drug information relating to clinical indications, adverse
drug reactions, drug protocols and special geriatric considerations in
drug therapy, and information and training on intravenous drug therapy
and updates on OBRA and other regulatory compliance issues; and
o nurse consultant services and consulting for dietary and medical
records.
5
The Omnicare Geriatric Pharmaceutical Care Guidelines'r'
In June 1994, to enhance the pharmaceutical care management services that we
offer, we introduced to our client facilities and their attending physicians the
Omnicare Geriatric Pharmaceutical Care Guidelines'r' ("Omnicare Guidelines'r'").
We believe the Omnicare Guidelines'r' is the first drug formulary ranking drugs
by disease state according to their clinical effectiveness independent of their
cost, specifically designed for the elderly residing in long-term care
institutions and the community. The Omnicare Guidelines'r' ranks drugs used for
specific diseases as preferred, acceptable or unacceptable based solely on their
disease-specific clinical effectiveness in treating the elderly. The formulary
takes into account such factors as pharmacology, safety and toxicity, efficacy,
drug administration, quality of life and other considerations specific to the
frail elderly population residing in facilities and for those living
independently. The clinical evaluations and rankings are developed exclusively
for us by the University of the Sciences in Philadelphia (formerly the
Philadelphia College of Pharmacy), an academic institution recognized for its
expertise in geriatric long-term care. In addition, the Omnicare Guidelines'r'
provides relative cost information comparing the prices of the drugs to
patients, their insurers or other payors of the pharmacy bill.
As the Omnicare Guidelines'r' focuses on health benefits, rather than
solely on cost, we believe that use of the Omnicare Guidelines'r' assists
physicians in making the best clinical choices of drug therapy for the
patient at the lowest cost to the payor of the pharmacy bill. Accordingly, we
believe that the development of and compliance with the Omnicare Guidelines'r'
is important in lowering costs for SNFs operating under the federal government's
Prospective Payment System ("PPS") as well as state Medicaid programs, managed
care and other payors, including residents or their families.
The Omnicare Guidelines'r' is extensively reviewed and updated at least annually
by the University of Sciences in Philadelphia, taking into account, among
other factors, the latest advances as documented in the medical literature.
Health and Outcomes Management
We have expanded upon the data in the Omnicare Guidelines'r' to develop health
and outcomes management programs targeted at major categories of disease
commonly found in the elderly, such as congestive heart failure, stroke
prevention, Alzheimer's disease, fracture prevention and pain management.
These programs seek to identify patients who may be candidates for more
clinically efficacious drug therapy and to work with physicians to optimize
pharmaceutical care for these geriatric patients. We believe these programs
can enhance the quality of care of elderly patients while reducing costs
to the healthcare system which arise from the adverse outcomes of
sub-optimal or inappropriate drug therapy.
Outcomes-Based Algorithm Technology
Combining data provided by our proprietary systems, the Omnicare Guidelines'r'
and health management programs, our pharmacists seek to determine the best
clinical and most cost-effective drug therapies and make recommendations for the
most appropriate pharmaceutical treatment.
6
Since late 1997, we have augmented their efforts with the development of
proprietary, computerized, data-base driven technology that electronically
screens and identifies patients at risk for particular diseases and assists in
determining treatment protocols. This system combines pharmaceutical, clinical
and care planning data, and screens the data utilizing algorithms derived from
medical best practice standards, allowing our pharmacists to make
recommendations to improve the effectiveness of drug therapy in seniors,
including identifying potentially underdiagnosed and undertreated conditions.
Pharmaceutical Case Management
Combining our clinical resources, including the Omnicare Guidelines'r', health
and outcomes management programs and our comprehensive database of medical and
pharmacy data, we have begun to provide pharmaceutical case management services
to community dwelling retirees, employees and dependents who receive drug
benefits under employer-sponsored healthcare programs. Because seniors living
independently are often under the care of multiple practitioners with no
coordination of prescribing, this population is highly susceptible to
drug-related problems. Omnicare Senior Health Outcomes'r' addresses this need
through programs designed to reduce unnecessary and inappropriate drug use, to
add necessary drug therapy according to current practice standards for certain
at-risk groups and to make therapeutic interventions in accordance with the
Omnicare Guidelines'r' and health management programs. These services are
provided on behalf of large corporate employers sponsoring healthcare benefits,
including prescription drug benefits, that seek to protect the safety and
quality of healthcare for their retirees, employees and dependents while
containing or reducing their costs.
Ancillary Services
We provide the following ancillary products and services:
Infusion Therapy Products and Services. With cost containment pressures in
healthcare, SNFs and nursing facilities ("NFs") are increasingly called upon to
treat patients requiring a high degree of medical care and who would otherwise
be treated in the more costly hospital environment. We provide intravenous, or
infusion, therapy products and services for these client facilities and, to a
lesser extent, hospice and home care patients. Infusion therapy consists of the
product (a nutrient, antibiotic, chemotherapy or other drugs in solution) and
the intravenous administration of the product.
We prepare the product to be administered using proper equipment in an aseptic
environment and then deliver the product to the nursing home for administration
by the nursing staff. Proper administration of intravenous ("IV") drug therapy
requires a highly trained nursing staff. Upon request, our consultant
pharmacists and nurse consultants provide an education and certification program
on IV therapy to assure proper staff training and compliance with regulatory
requirements in client facilities offering an IV therapy program.
By providing an infusion therapy program, we enable our client SNFs and NFs to
admit and retain patients who otherwise would need to be cared for in a hospital
or another type of acute-care facility. The most common infusion therapies we
provide are total parenteral nutrition, which
7
provides nutrients intravenously to patients with chronic digestive or
gastro-intestinal problems, antibiotic therapy, chemotherapy, pain management
and hydration.
Wholesale Medical Supplies/Medicare Part B Billing. We distribute disposable
medical supplies, including urological, ostomy, nutritional support and wound
care products and other disposables needed in the nursing home environment. In
addition, we provide direct Medicare billing services for certain of these
product lines for patients eligible under the Medicare Part B program. As part
of this service, we determine patient eligibility, obtain certifications, order
products and maintain inventory on behalf of the nursing facility. We also
contract to act as billing agent for certain nursing homes that supply these
products directly to the patient.
Other Services. We provide clinical care plan and financial information systems
to long-term care facilities to assist them in preparing and monitoring plans
of care for their residents as well as in predicting and tracking revenues and
costs. We also offer operational software for long-term care pharmacies. We
offer respiratory therapy products, durable medical equipment and specialty
pharmacy services along with pharmacy benefit management and mail order pharmacy
services. We provide comprehensive dialysis services on site in certain client
long-term care facilities for residents with kidney failure or end-stage renal
disease. Such services eliminate the need for transport of residents to off-site
clinics for treatment, reducing trauma for the resident and costs for our client
facilities. We continue to review the expansion of these as well as other
products and services that may further enhance the Company's ability or that of
its clients to provide quality healthcare services for their patients in a cost-
effective manner.
Contract Research Organization
Our CRO segment provides comprehensive product development services globally to
client companies in the pharmaceutical, biotechnology, medical devices and
diagnostics industries. CRO Services provides support for the design of
regulatory strategy and clinical development (phases I through IV) of
pharmaceuticals by offering comprehensive and fully integrated project
management, clinical monitoring, quality assurance, data management, statistical
analysis, medical writing and regulatory support for our clients' drug
development programs. As of December 31, 2003, including the conduct of
business in the United States, the CRO Services segment operated in
29 countries.
We believe that our involvement in the CRO business is a logical adjunct to our
core institutional pharmacy business and will serve to leverage our assets and
strengths, including our access to a large geriatric population and our ability
to appropriately collect data for health and outcomes management. We believe
such assets and strengths can be of value in developing new drugs targeted
at diseases of the elderly and in meeting the Food and Drug Administration's
geriatric dosing and labeling requirements for all prescription drugs provided
to the elderly, as well as in documenting health outcomes to payors and plan
sponsors in a managed care environment.
Product and Market Development
Our Pharmacy Services and CRO Services businesses engage in a continuing program
for the development of new services and for marketing these services. While new
service and new market development are important factors for the growth of these
businesses, we do not expect that any
8
new service or marketing efforts, including those in the developmental stage,
will require the investment of a significant portion of our assets.
Materials/Supply
We purchase pharmaceuticals through a wholesale distributor with whom we have a
prime vendor contract, at prices based primarily upon contracts negotiated by us
directly with pharmaceutical manufacturers. We also are a member of industry
buying groups which contract with manufacturers for discounted prices. We have
numerous sources of supply available to us and have not experienced any
difficulty in obtaining pharmaceuticals or other products and supplies used in
the conduct of our business.
Patents, Trademarks, and Licenses
Our business operations are not dependent upon any material patents, trademarks
or licenses.
Seasonality
Our business operations are not significantly impacted by seasonality.
Inventories
We seek to maintain adequate on site inventories of pharmaceuticals and supplies
to ensure prompt delivery service to our customers. Our primary wholesale
distributor also maintains local warehousing in most major geographic markets in
which we operate.
Competition
By its nature, the long-term care pharmacy business is highly regionalized and,
within a given geographic region of operations, highly competitive. We are the
nation's largest provider of pharmaceuticals and related pharmacy services to
long-term care institutions such as SNFs, NFs, ALFs, retirement centers and
other institutional healthcare facilities. In the geographic regions we serve,
we compete with local, regional and other national institutional pharmacies,
pharmacies owned by long-term care facilities and numerous retail pharmacies.
We compete in these markets on the basis of quality, cost-effectiveness and
the increasingly comprehensive and specialized nature of our services,
along with the clinical expertise, pharmaceutical technology and professional
support we offer.
Our CRO business competes against other full-service CROs and client internal
resources. The CRO industry is highly fragmented with a number of full-service
CROs and many small, limited-service providers, some of which serve only local
markets. Clients choose a CRO based on, among other reasons, reputation,
references from existing clients, the client's relationship with the CRO, the
CRO's experience with the particular type of project and/or therapeutic area of
clinical development, the CRO's ability to add value to the client's development
plan, the CRO's financial stability and the CRO's ability to provide the full
range of services on a global basis as required by the client. We believe that
we compete favorably in these respects.
9
Backlog
Backlog is not a relevant factor in our Pharmacy Services segment since this
segment's products and services are sold promptly on an as ordered basis. Our
CRO Services segment reports backlog based on anticipated net revenue for
services or projects, yet to be provided, that have been authorized by the
customer through signed contracts, letter agreements and certain verbal
commitments. Once work begins on a project, net revenue is recognized as the
work is completed. Using this method of reporting backlog, at December 31, 2003,
backlog was approximately $182.8 million, as compared with approximately $181.6
million at December 31, 2002. Backlog may not be a consistent indicator of
future results of our CRO Services segment because it can be affected by a
number of factors, including the variable size and duration of projects, many of
which are performed over several years. Additionally, projects may be delayed or
terminated by the customer, or delayed by regulatory authorities. Moreover, the
scope of work can be increased or decreased during the course of a project.
Customers
At December 31, 2003, our Pharmacy Services segment served long-term care
facilities comprising approximately 1,003,000 beds in 47 states and the District
of Columbia.
Our CRO Services segment operates in 29 countries and serves a broad range of
clients, including many of the major multi-national pharmaceutical and
biotechnology companies, as well as smaller companies in the pharmaceutical and
biotechnology industries.
No single customer comprised more than 10% of consolidated revenues in 2003 or
2002.
Government Regulation
Institutional pharmacies, as well as the long-term care facilities they serve,
are subject to extensive federal, state and local regulation. These regulations
cover required qualifications, day-to-day operations, reimbursement and the
documentation of activities. In addition, our CRO Services are subject to
substantial regulation, both domestically and abroad. We continuously monitor
the effects of regulatory activity on our operations.
Licensure, Certification and Regulation. States generally require that companies
operating a pharmacy within the state be licensed by the state board of
pharmacy. At December 31, 2003, we had pharmacy licenses, or pending
applications, for each pharmacy we operate. In addition, at December 31, 2003,
we delivered prescription products from our licensed pharmacies to four states,
and the District of Columbia, in which we do not operate a pharmacy. These
states regulate out-of-state pharmacies, however, as a condition to the
delivery of prescription products to patients in these states. Our pharmacies
hold the requisite licenses applicable in these states. In addition, our
pharmacies are registered with the appropriate state and federal authorities
pursuant to statutes governing the regulation of controlled substances.
10
Client long-term care facilities are also separately required to be licensed in
the states in which they operate and, if serving Medicaid or Medicare patients,
must be certified to be in compliance with applicable program participation
requirements. Client facilities are also subject to the nursing home reforms of
the Omnibus Budget Reconciliation Act of 1987 ("OBRA of 1987"), as amended,
which imposed strict compliance standards relating to quality of care for
nursing home operations, including vastly increased documentation and reporting
requirements. In addition, pharmacists, nurses and other healthcare
professionals who provide services on our behalf are in most cases required to
obtain and maintain professional licenses and are subject to state regulation
regarding professional standards of conduct.
Federal and State Laws Affecting the Repackaging, Labeling and Interstate
Shipping of Drugs. Federal and state laws impose certain repackaging, labeling
and package insert requirements on pharmacies that repackage drugs for
distribution beyond the regular practice of dispensing or selling drugs directly
to patients at retail outlets. A drug repackager must register with the Food and
Drug Administration ("FDA") as a manufacturing establishment, and is subject to
FDA inspection for compliance with relevant good manufacturing practices
("GMP"). We hold all required registrations and licenses, and we believe our
repackaging operations are in compliance with applicable federal and state GMP
requirements. In addition, we believe we comply with all relevant requirements
of the Prescription Drug Marketing Act for the transfer and shipment of
pharmaceuticals.
State Laws Affecting Access to Services. Some states have enacted "freedom of
choice" or "any willing provider" requirements as part of their state Medicaid
programs or in separate legislation. These laws and regulations may prohibit a
third-party payor from restricting the pharmacies from which their participants
may purchase pharmaceuticals. Similarly, these laws may preclude a nursing
facility from requiring their patients to purchase pharmacy or other ancillary
medical services or supplies from particular providers that deal with the
nursing home. Limitations such as these may increase the competition which we
face in providing services to nursing facility residents.
Medicare and Medicaid. The nursing home pharmacy business has long operated
under regulatory and cost containment pressures from state and federal
legislation primarily affecting Medicaid and, to a lesser extent, Medicare.
11
As is the case for nursing home services generally, we receive reimbursement
from the Medicaid and Medicare programs, directly from individual residents
(private pay), long-term care facilities and from other payors such as
third-party insurers. We believe that our reimbursement mix is in line with
nursing home expenditures nationally. The table below represents our
approximated payor mix for the last three years:
2003 2002 2001
---- ---- ----
State Medicaid programs 47% 46% 44%
Private pay and long-term care facilities(a) 45% 44% 44%
Federal Medicare programs(b) 2% 2% 3%
Other private sources(c) 6% 8% 9%
--- --- ---
Totals 100% 100% 100%
=== === ===
(a) Includes payments from skilled nursing facilities on behalf of their
federal Medicare program-eligible residents.
(b) Includes direct billing for medical supplies.
(c) Includes our CRO revenues.
For those patients who are not covered by government-sponsored programs or
private insurance, we generally directly bill the patient or the patient's
responsible party on a monthly basis.
Depending upon local market practices, we may alternatively bill private
patients through the nursing facility. Pricing for private pay patients is based
on prevailing regional market rates or "usual and customary" charges.
The Medicaid program is a cooperative federal-state program designed to enable
states to provide medical assistance to aged, blind, or disabled individuals, or
members of families with dependent children whose income and resources are
insufficient to meet the costs of necessary medical services. State
participation in the Medicaid program is voluntary. To become eligible to
receive federal funds, a state must submit a Medicaid "state plan" to the
Secretary of the Department of Health and Human Services ("HHS") for approval.
The federal Medicaid statute specifies a variety of requirements which the state
plan must meet, including requirements relating to eligibility, coverage of
services, payment and administration. We have provider agreements to participate
in state Medicaid programs.
Federal law and regulations contain a variety of requirements relating to the
furnishing of prescription drugs under Medicaid. First, states are given
authority, subject to certain standards, to limit or specify conditions for the
coverage of particular drugs. Second, federal Medicaid law establishes standards
affecting pharmacy practice. These standards include general requirements
relating to patient counseling and drug utilization review and more specific
standards for SNFs and NFs relating to drug regimen reviews for Medicaid
patients in such facilities. Regulations clarify that, under federal law, a
pharmacy is not required to meet the general requirements for drugs dispensed to
nursing facility residents if the nursing facility complies with the drug
regimen review standards. However, the regulations indicate that states may
nevertheless require pharmacies to comply with the general requirements,
regardless of whether the nursing facility satisfies the drug regimen review
requirement, and the states in which we operate currently do require our
pharmacies to comply with these general standards. Third, federal regulations
impose certain requirements relating to reimbursement for prescription drugs
furnished to Medicaid patients.
12
Among other things, regulations establish "upper limits" on payment levels. In
addition to requirements imposed by federal law, states have substantial
discretion to determine administrative, coverage, eligibility and payment
policies under their state Medicaid programs that may affect our operations.
The Medicare program is a federally funded and administered health insurance
program for individuals age 65 and over, or who are disabled. The Medicare
program currently consists of three parts: Part A, which covers, among other
things, inpatient hospital, skilled nursing facility, home healthcare and
certain other types of healthcare services; Medicare Part B, which covers
physicians' services, outpatient services, items and services provided by
medical suppliers, and a limited number of specifically designated prescription
drugs; and Medicare Part C, established by The Balanced Budget Act of 1997
("BBA"), which generally allows beneficiaries to enroll in additional types of
managed care programs beyond the traditional Medicare fee for service program.
Part C has generally been referred to as "Medicare+Choice" and is now known as
"Medicare Advantage." Many Medicare beneficiaries are being served through such
Medicare+Choice/Medicare Advantage organizations. In addition to the limited
Medicare coverage for specified products described above, some of these payor
organizations providing healthcare benefits to Medicare beneficiaries offer
expanded drug coverage. The Medicare Prescription Drug, Improvement, and
Modernization Act of 2003 ("MMA") established a new Medicare Part D, which will
provide a new prescription drug benefit starting January 1, 2006.
The Medicare program establishes requirements for participation of providers
and suppliers in the Medicare program. Pharmacies are not subject to such
certification requirements. SNFs and suppliers of medical equipment and
supplies, however, including our supplier operations, are subject to specified
standards. Failure to comply with these requirements and standards may adversely
affect an entity's ability to participate in the Medicare program and receive
reimbursement for services provided to Medicare beneficiaries.
Medicare and Medicaid providers and suppliers are subject to inquiries or audits
to evaluate their compliance with requirements and standards set forth under
these government-sponsored programs. These audits and inquiries, as well as our
own internal compliance program, from time to time have identified overpayment
and other billing errors resulting in repayment or self-reporting. We believe
that our billing practices materially comply with applicable state and federal
requirements. However, the requirements may be interpreted in the future in a
manner inconsistent with our interpretation and application.
The Medicare and Medicaid programs are subject to statutory and regulatory
changes, retroactive and prospective rate adjustments, administrative rulings,
executive orders and freezes and funding reductions, all of which may adversely
affect our business. Payments for pharmaceutical supplies and services under the
Medicare and Medicaid programs may not continue to be based on current
methodologies or remain comparable to present levels. In this regard, we may be
subject to rate reductions as a result of federal budgetary or other legislation
related to the Medicare and Medicaid programs. In addition, various state
Medicaid programs periodically experience budgetary shortfalls which may result
in Medicaid payment reductions and delays in payment to us.
13
In addition, the failure, even if inadvertent, of our and/or our client
institutions to comply with applicable reimbursement regulations could adversely
affect our business. Additionally, changes in reimbursement programs or in
regulations related thereto, such as reductions in the allowable reimbursement
levels, modifications in the timing or processing of payments and other changes
intended to limit or decrease the growth of Medicaid and Medicare expenditures,
could adversely affect our business.
Referral Restrictions. We have to comply with federal and state laws which
govern financial and other arrangements between healthcare providers. These
laws include the federal anti-kickback statute, which prohibits, among other
things, knowingly and willfully soliciting, receiving, offering or paying any
remuneration directly or indirectly in return for or to induce the referral of
an individual to a person for the furnishing of any item or service for which
payment may be made in whole or in part under federal healthcare programs. We
are also subject to the federal physician self-referral statute, which prohibits
physicians from referring Medicare and Medicaid patients for certain "designated
health services," including outpatient prescription drugs, durable medical
equipment, and enteral supplies and equipment to an entity if the referring
physician (or a member of the physician's immediate family) has a "financial
relationship," through ownership or compensation with the entity. Many states
have enacted similar statutes which are not necessarily limited to items and
services for which payment is made by federal healthcare programs. Violations of
these laws may result in fines, imprisonment, denial of payment for services,
and exclusion from the federal programs and/or other state-funded programs.
Other provisions in the Social Security Act and in other federal and state laws
authorize the imposition of penalties, including criminal and civil fines and
exclusions from participation in Medicare and Medicaid, for false claims,
improper billing and other offenses.
In addition, a number of states have undertaken enforcement actions against
pharmaceutical manufacturers involving pharmaceutical marketing programs,
including programs containing incentives to pharmacists to dispense one
particular product rather than another. These enforcement actions arose under
state consumer protection laws which generally prohibit false advertising,
deceptive trade practices, and the like.
We believe our contract arrangements with other healthcare providers, our
pharmaceutical suppliers and our pharmacy practices are in compliance with
applicable federal and state laws. These laws may, however, be interpreted in
the future in a manner inconsistent with our interpretation and application.
Healthcare Reform and Federal Budget Legislation. In recent years, federal
legislation has resulted in major changes in the healthcare system, which
significantly affected healthcare providers, either nationally or at the state
level. The BBA, signed into law on August 5, 1997, sought to achieve a balanced
federal budget by, among other things, reducing federal spending on the Medicare
and Medicaid programs. With respect to Medicare, the law mandated establishment
of a PPS for SNFs under which facilities are paid a federal per diem rate for
virtually all covered SNF services, including ancillary services such as
pharmacy. Payment is determined by one of 44 resource utilization group ("RUG")
categories. PPS was implemented for cost reporting periods beginning
14
on or after July 1, 1998. The BBA also imposed numerous other cost savings
measures affecting Medicare SNF services.
The Medicare, Medicaid, SCHIP Balanced Budget Refinement Act of 1999 ("BBRA")
and the Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of
2000 ("BIPA") sought to mitigate the impact of the reimbursement cuts resulting
from the BBA. While certain of the payment increases mandated by these two laws
expired October 1, 2002, SNFs continue to benefit from a BBRA provision
(subsequently modified by BIPA) that temporarily increases the PPS per diem
rates for certain high-acuity patients, including medically-complex patients
with generally higher pharmacy costs, pending revisions to the PPS. The
increases will continue until the Centers for Medicare & Medicaid Services
("CMS"), formerly the Health Care Financing Administration, implements a refined
RUG system that better accounts for medically-complex patients. The Secretary of
HHS did not implement such refinements in fiscal year 2003 or fiscal year 2004,
and the Bush Administration has indicated that the refinements will not be
implemented in fiscal year 2005. The revised rates may be more or less than the
temporary statutory increases. The BBRA also provided for a 4% increase in
payments otherwise determined under the BBA for all patient acuity categories
for fiscal years 2001 and 2002. In addition, BIPA increased payment for the
nursing component of each RUG category by 16.66% for services furnished between
April 1, 2001 and October 1, 2002, and increased payment rates by 3.16% for all
patients for fiscal year 2001. We believe these provisions of the BBRA and BIPA
improved the financial condition of SNFs and provided incentives to increase
occupancy and Medicare admissions, particularly among the more acutely ill.
Moreover, BIPA further refined the consolidated billing requirements enacted
under the BBA. Specifically, effective January 1, 2001, the law limits
consolidated billing requirements to items and services furnished to SNF
residents in a Medicare Part A covered stay and to therapy services covered
under Part B. In other words, for residents not covered under a Part A stay,
SNFs may choose to bill for non-therapy Part B services and supplies, or they
may elect to have suppliers continue to bill Medicare directly for these
services.
As noted, certain payment increases in Medicare reimbursement for SNFs provided
under the BBRA and BIPA expired on October 1, 2002 with no further action taken
by Congress to date. The impact of these expirations on the Company's customers
did not result in a significant impact on Omnicare in 2002 or 2003. Moreover,
CMS published a final rule on August 4, 2003 adopting a 3.0% market basket index
in SNF PPS rates for fiscal year 2004, which began October 1, 2003. In addition,
the rule increased fiscal year 2004 rates by an additional 3.26% to reflect
cumulative forecast errors since the start of the SNF PPS on July 1, 1998.
Together, CMS estimates that these adjustments will result in an estimated $850
million increase in Medicare payments to SNFs in fiscal year 2004.
The MMA includes a major expansion of the Medicare prescription drug benefit
under a new Medicare Part D, which goes into effect on January 1, 2006. Part D
benefits will be offered through stand-alone prescription drug plans or through
Medicare managed care plans (now called Medicare Advantage plans). Under the
MMA, Medicare beneficiaries may enroll in prescription drug plans offered by
private entities, which will provide coverage of outpatient prescription drugs
(subject to various co-payments, deductibles and coverage limitations).
Additionally,
15
Medicare beneficiaries who are also entitled to full benefits under a state
Medicaid program (so-called "dual eligibles") will receive drug coverage under
the new federal benefit rather than the state Medicaid program, including
nursing home residents served by the Company whose drug costs are currently
covered by Medicaid. Further, federal subsidies will be provided to companies
offering prescription drug coverage to retirees if such coverage meets certain
requirements. Implementation of the new Medicare benefit under the MMA will
require implementing regulations by CMS, including rules and standards with
respect to private entities' applications to offer such benefit as well as
access for enrollees residing in long-term care facilities. The legislation's
impact on the Company will also depend on Medicare beneficiaries' response to
the Part D drug benefit plans offered. In addition, the MMA requires the
Secretary of the Department of HHS to conduct a study on current standards of
practice for pharmacy services provided to patients in long-term care settings.
This study is to assess the standards of practice, evaluate the impact of those
standards with respect to patient safety, reduction of medication errors and
quality of care. The Secretary is to report to Congress on the findings of the
study, including a description of the Secretary's plans to implement the MMA in
a manner consistent with applicable federal and state laws designed to protect
the safety and quality of care of nursing facility patients, and recommendations
regarding necessary actions and appropriate reimbursement to ensure the
provision of prescription drugs to Medicare beneficiaries in nursing facilities
consistent with existing patient safety and quality of care standards. The MMA
also includes provisions that will institute administrative reforms designed to
improve Medicare program operations. It is uncertain at this time the impact
that the MMA's legislative reforms ultimately will have on the Company.
Until the Part D benefit goes into effect, Medicare beneficiaries can receive
assistance with their outpatient prescription drug costs beginning in June 2004
through a new prescription drug discount card program. The discount program,
which will provide enrollees with access to negotiated discounted prices for
prescription drugs, will be offered through card sponsors whose programs have
been reviewed and approved by the Secretary of HHS. In addition, certain low
income seniors can receive a transitional assistance benefit of $600 annually
beginning in June 2004.
Moreover, for several years, the federal government has examined the
appropriateness of the "average wholesale price" ("AWP") as a basis for
reimbursement of outpatient prescription drugs under Part B of the Medicare
program and certain state Medicaid programs. AWP is an industry term that
typically is understood to represent a suggested resale price for wholesale
sales to pharmacies. The MMA reforms the Medicare Part B prescription drug
payment methodology. With certain exceptions, most Part B drugs will be
reimbursed at 85 percent of the April 1, 2003 AWP effective January 1, 2004, and
some products are facing even lower reimbursement levels. Beginning in 2005, the
majority of drugs under Medicare Part B will be reimbursed under either:
(1) an "average sales price" methodology intended to more closely reflect
actual drug acquisition costs; or (2) a "competitive acquisition program,"
whereby a physician would obtain products from a specialty pharmacy or
distributor organization selected pursuant to competitive procedures; the
physician would only bill for his or her professional services and the
specialty pharmacy or distributor would bill Medicare directly at a
negotiated rate. The Company's revenues for drugs dispensed under Medicare
Part B are not significant in comparison to total revenues. Discounted AWP
plus a dispensing fee is also the basis for many state Medicaid programs'
reimbursement of drugs to pharmacy providers for Medicaid beneficiaries
generally
16
as well as under certain private reimbursement programs. If other government or
private health insurance programs discontinue or modify the use of AWP or
otherwise implement payment methods that reduce the reimbursement for drugs and
biologicals, it could adversely affect the Company's level of reimbursement.
With respect to Medicaid, the BBA repealed the "Boren Amendment" federal payment
standard for Medicaid payments to Medicaid NFs effective October 1, 1997, giving
states greater latitude in setting payment rates for such facilities. The law
also granted states greater flexibility to establish Medicaid managed care
programs without the need to obtain a federal waiver. Although these waiver
programs generally exempt institutional care, including NFs and institutional
pharmacy services, some states do use managed care principles in their long-term
care programs. Moreover, no assurances can be given that additional Medicaid
programs ultimately will not change the reimbursement system for long-term care,
including pharmacy services, from fee-for-service to managed care negotiated or
capitated rates. Our operations have not been adversely affected in states with
managed care programs in effect. Some states, however, are facing budget
shortfalls, and most states are taking steps to implement cost controls within
their Medicaid programs. There can be no assurance that future changes in
Medicaid payments to pharmacies, NFs or managed care systems will not have an
adverse impact on our business.
It is uncertain at this time what additional healthcare reform initiatives, if
any, will be implemented, or whether there will be other changes in the
administration of governmental healthcare programs or interpretation of
governmental policies, or other changes affecting the healthcare system. There
can be no assurance that future healthcare or budget legislation or other
changes will not have an adverse effect on our business. Contract Research
Organization Services. The clinical services performed by our CRO Services are
subject to various regulatory requirements designed to ensure the quality and
integrity of the data produced as a result of these services.
The industry standard for conducting clinical testing is embodied in the good
clinical practice ("GCP") and Investigational New Drugs ("IND") regulations
administered by the FDA. Research conducted at institutions supported by funds
from the National Institutes of Health ("NIH") must also comply with multiple
project assurance agreements and guidelines administered by NIH and the HHS
Office of Research Protection. The requirements for facilities engaging in
pharmaceutical, clinical trial, supply preparation, labeling and distribution
are set forth in the good manufacturing practices ("GMP") regulations and in
GCP guidelines. The United States and European Union ("EU") also recognize the
Guidelines for Good Clinical Practice adopted by the International Conference
on Harmonisation ("ICH"). GCP, IND and GMP regulations, and ICH guidelines,
have been mandated by the FDA and the European Medicines Evaluation Agency
(the "EMEA") and have been adopted by similar regulatory authorities in
other countries. GCP, IND and GMP regulations, and ICH guidelines, stipulate
requirements for facilities, equipment, supplies and personnel engaged in
the conduct of studies to which these regulations apply. The regulations
require that written, standard operating procedures ("SOPs") are followed
during the conduct of studies and for the recording, reporting and retention
of study data and records. To help assure compliance, our CRO Services has
a worldwide staff of experienced quality assurance professionals which
monitor ongoing compliance with these regulations and guidelines by auditing
17
study data and conducting regular inspections of testing procedures and
facilities. The FDA and other regulatory authorities require that study results
and data submitted to such authorities are based on studies conducted in
accordance with GCP and IND provisions. These provisions include:
o complying with specific regulations governing the selection of
qualified investigators;
o obtaining specific written commitments from the investigators;
o disclosure of financial conflicts of interest;
o verifying that patient informed consent is obtained;
o instructing investigators to maintain records and reports;
o verifying drug or device accountability; and
o permitting appropriate governmental authorities access to data and
study sites for their review and inspection.
Records for clinical studies must be maintained for specific periods for
inspection by the FDA, EU or other authorities during audits. Non-compliance
with GCP or IND requirements can result in the disqualification of data
collected during the clinical trial and may lead to debarment of an investigator
or CRO if fraud is detected.
CRO Services' SOPs related to clinical studies are written in accordance with
regulations and guidelines appropriate to a global standard with regional
variations in the regions where they will be used, thus helping to ensure
compliance with GCP. CRO Services also generally complies with a reasonable
interpretation of the ICH Guideline for Good Clinical Practice, EU GCP
regulations and U.S. GCP regulations for North America. In addition, we believe
that our CRO Services is in compliance with the federal Health Insurance
Portability and Accountability Act of 1996 ("HIPAA") and our CRO Services
employees have been trained to comply with this legislation.
Although we believe that we are in compliance in all material respects with
federal, state and local laws, failure to comply could subject us to denial
of the right to conduct business, fines, criminal penalties and other
enforcement actions.
Health Information Practices. The Company, along with the healthcare industry in
general, is impacted by HIPAA, which mandates, among other things, the adoption
of standards for the exchange of electronic health information in an effort to
enhance the efficiency and simplify the administration of the healthcare system.
In addition, HIPAA requires HHS to adopt standards for electronic transactions
and code sets; unique identifiers for providers, employers, health plans and
individuals; security and electronic signatures; privacy; and enforcement.
While HIPAA ultimately is designed to reduce administrative expenses within
the healthcare system, the law likely will initially require significant, and
possibly costly, changes for the industry. Compliance with the Electronic
Healthcare Transactions and Code Sets was required by October 16, 2003, as
long as HIPAA covered entities filed for a compliance extension. The Company
filed for such an extension. However, on September 23, 2003, CMS acknowledged
that not all healthcare providers were capable of submitting HIPAA-compliant
claims transactions, and therefore adopted a contingency plan for Medicare
that would permit the continued use of non-compliant electronic transactions
in order to avoid disruption of providers' cash flow due to rejection of
18
non-HIPAA compliant claims. The contingency plan will continue in effect until
terminated by CMS. CMS also encouraged providers to work with other third-party
payors to determine the state of readiness and the willingness of such other
plans to accept non-HIPAA compliant transactions after October 16, 2003. Most
health plans and healthcare providers such as the Company were required to
comply with the HIPAA privacy standards by April 14, 2003. On February 20, 2003,
HHS published standards for the security of electronic health information. The
Company must comply with the requirements of the security standards no later
than April 20, 2005. Most recently, CMS published a rule in January 2004
announcing the adoption of the National Provider Identifier as the standard
unique health identifier for healthcare providers to use in filing and
processing healthcare claims and other transactions. The rule is effective May
23, 2005, with a compliance date of May 23, 2007. The Company adheres to the
relevant organizational structure provisions of HIPAA's privacy regulation in
order that the Company's business units and divisions may permissibly use and
disclose protected health information with each other. Omnicare's Employee
Retirement Income Security Act health benefits plan is a HIPAA covered entity.
As required by the statute, Omnicare has appointed privacy and security
officers. The privacy regulations require healthcare providers like Omnicare,
to provide a notice describing patient's privacy rights and our privacy
practices to all of the patients to whom we provide healthcare products or
services. In addition to HIPAA, the Company works to ensure that it adheres to
state privacy laws and other state privacy requirements not preempted by HIPAA,
including those which furnish greater privacy protection for the individual than
HIPAA.
Although we believe our contract arrangements with healthcare payors and
providers and our business practices are materially in compliance with
applicable federal and state electronic transmission, privacy and security laws,
failure to comply could subject us to denial of the right to conduct business,
fines, criminal penalties and other enforcement actions.
Compliance Program. The Office of Inspector General ("OIG") has issued guidance
to various sectors of the healthcare industry to help providers design effective
voluntary compliance programs to prevent fraud, waste and abuse in healthcare
programs, including Medicare and Medicaid. In addition, the Company and its
operating units are subject in the ordinary course of business to audit,
compliance, administrative and investigatory reviews by federal and state
authorities covering various aspects of its business. In 1998, Omnicare
voluntarily adopted a compliance program to assist us in complying with
applicable government regulations, and the Company continues to maintain
and support its compliance program.
Environmental Matters
In operating our facilities, historically we have not encountered any major
difficulties in effecting compliance with applicable pollution control laws. No
material capital expenditures for environmental control facilities are expected.
While we cannot predict the effect which any future legislation, regulations, or
interpretations may have upon our operations, we do not anticipate any changes
that would have a material adverse impact to Omnicare.
19
Employees
At December 31, 2003, we employed approximately 12,100 persons (including 5,200
part-time employees), of which approximately 11,700 are located within, and 400
outside of, the United States.
Available Information
We make available free of charge on or through our Corporate Web site, at
http://www.omnicare.com, our annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and all amendments to those reports as
soon as reasonably practicable after such material is electronically filed with
the Securities and Exchange Commission ("SEC"). Additionally, the public may
read and copy any materials we file with the SEC at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C., 20549. Information regarding
operation of the Public Reference Room is available by calling the SEC at
1-800-SEC-0330. Information that we file with the SEC is also available at the
SEC's Web site at http://www.sec.gov.
20
ITEM 2 - PROPERTIES
We have offices, distribution centers and other key operating facilities in
various locations in and outside the United States. As of December 31, 2003, we
operated a total of 208 facilities, six of which we owned. A list of the 70 more
significant facilities [defined as having at least 12,500 square feet ("sq.
ft.")] we operated as of December 31, 2003 follows, grouped by segment and
summarized by geographic location. The owned properties are held in fee and are
not subject to any material encumbrance. We consider all of these facilities to
be in good operating condition and generally to be adequate for present and
anticipated needs.
Leased Area
Owned Area ----------------------------
Location Type (sq. ft.) (sq. ft.) Expiration Date
- ----------------------------- ------------------------------- ---------- --------- ----------------
Pharmacy Services:
Livonia, Michigan Offices and Distribution Center -- 50,438 May 31, 2007
Des Plaines, Illinois Offices and Distribution Center -- 47,971 May 31, 2008
Indianapolis, Indiana Warehouse -- 42,651 March 30, 2007
Milwaukee, Wisconsin Offices and Distribution Center -- 41,816 March 31, 2009
Perrysburg, Ohio Offices and Distribution Center 40,500 -- --
Indianapolis, Indiana Offices and Distribution Center -- 39,740 May 1, 2014
Kirkland, Washington Offices and Distribution Center -- 38,689 April 14, 2008
Cheshire, Connecticut Offices and Distribution Center -- 38,400 June 30, 2010
Florissant, Missouri Offices and Distribution Center 38,014 -- --
Louisville, Kentucky Offices and Distribution Center -- 37,400 April 30, 2008
Decatur, Illinois Offices and Distribution Center 21,070 15,528 March 1, 2007
Kansas City, Missouri Offices and Distribution Center -- 36,048 October 21, 2009
Toledo, Ohio Distribution Center -- 36,039 July 31, 2007
21
Leased Area
Owned Area ------------------------------
Location Type (sq. ft.) (sq. ft.) Expiration Date
- ----------------------------- ------------------------------- ---------- --------- ------------------
Eastlake, Ohio Offices and Distribution Center -- 35,066 January 31, 2006
Glasgow, Kentucky Offices and Distribution Center 33,070 -- --
Hunt Valley, Maryland Offices and Distribution Center -- 30,600 January 31, 2007
Rockford, Illinois Offices and Distribution Center -- 29,100 November 30, 2009
Salt Lake City, Utah Offices and Distribution Center -- 28,400 January 31, 2009
Crystal, Minnesota Offices and Distribution Center -- 28,255 January 31, 2008
Portland, Oregon Offices and Distribution Center -- 28,150 April 30, 2008
San Diego, California Offices and Distribution Center -- 26,680 December 1, 2006
Des Plaines, Illinois Offices and Distribution Center -- 26,673 May 31, 2008
Plainview, New York Offices and Distribution Center -- 25,500 June 30, 2005
Englewood, Ohio Offices and Distribution Center -- 25,000 Month-to-Month
Sharon, Pennsylvania Offices and Distribution Center -- 25,000 April 1, 2004
Chestnut Ridge, New York Offices and Distribution Center -- 24,429 May 31, 2009
Cincinnati, Ohio Offices and Distribution Center -- 24,375 September 30, 2009
Oklahoma City, Oklahoma Offices and Distribution Center -- 24,000 Month-to-Month
Hickory, North Carolina Offices and Distribution Center 24,000 -- --
22
Leased Area
Owned Area -----------------------------
Location Type (sq. ft.) (sq. ft.) Expiration Date
- ----------------------------- ------------------------------- ---------- --------- -----------------
Griffith, Indiana Offices and Distribution Center -- 23,600 April 1, 2012
Wadsworth, Ohio Offices and Distribution Center -- 22,960 June 30, 2006
Pittsburgh, Pennsylvania Offices and Distribution Center -- 22,677 January 31, 2009
Reno, Nevada Offices and Distribution Center -- 22,593 June 30, 2008
Londondery, New Hampshire Offices and Distribution Center -- 22,400 May 31, 2011
Mentor, Ohio Offices and Distribution Center -- 22,364 August 1, 2007
Milford, Ohio Offices -- 22,000 December 31, 2007
Dublin, Ohio Offices -- 21,468 Month-to-Month
Malta, New York Offices and Distribution Center -- 20,930 October 31, 2004
Greensburg, Pennsylvania Offices and Distribution Center -- 20,000 February 3, 2006
Henderson, Kentucky Offices and Distribution Center -- 20,000 December 31, 2007
St. Petersburg, Florida Offices and Distribution Center -- 19,835 April 30, 2007
Spartanburg, South Carolina Offices and Distribution Center 9,500 10,000 Month-to-Month
Longwood, Florida Offices and Distribution Center -- 19,200 Month-to-Month
Rochester, New York Offices and Distribution Center -- 18,675 June 30, 2006
Boca Raton, Florida Offices and Distribution Center -- 18,661 December 31, 2007
Springfield, Ohio Offices and Distribution Center -- 18,000 December 31, 2004
23
Leased Area
Owned Area ------------------------------
Location Type (sq. ft.) (sq. ft.) Expiration Date
- ----------------------------- ------------------------------- ---------- --------- ------------------
Peabody, Massachusetts Offices and Distribution Center -- 17,500 April 30, 2007
Naperville, Illinois Offices -- 17,400 October 31, 2004
Springfield, Missouri Offices and Distribution Center -- 17,000 April 30, 2004
Pompton Plains, New Jersey Offices and Distribution Center -- 16,041 August 5, 2004
Allentown, Pennsylvania Offices and Distribution Center -- 15,475 March 31, 2006
West Boylston, Massachusetts Offices and Distribution Center -- 15,000 August 31, 2004
West Seneca, New York Offices and Distribution Center -- 15,000 August 31, 2004
Fort Worth, Texas Offices and Distribution Center -- 14,500 June 30, 2004
Ashland, Kentucky Offices and Distribution Center -- 14,000 Month-to-Month
Sioux Falls, South Dakota Offices and Distribution Center -- 13,921 July 31, 2005
Spokane, Washington Offices and Distribution Center -- 13,750 October 31, 2006
Columbus, Ohio Offices and Distribution Center -- 13,600 June 30, 2004
Tyler, Texas Offices and Distribution Center -- 13,482 July 14, 2007
Houston, Texas Offices and Distribution Center -- 13,235 September 30, 2004
Gardiner, Maine Offices and Distribution Center -- 13,000 October 31, 2007
Van Nuys, California Offices and Distribution Center -- 12,555 February 28, 2006
24
Leased Area
Owned Area -----------------------------
Location Type (sq. ft.) (sq. ft.) Expiration Date
- ----------------------------- ------------------------------- ---------- --------- -----------------
CRO Services:
King of Prussia, Pennsylvania Offices -- 150,000 June 30, 2010
Troy, New York Offices -- 28,569 March 31, 2005
Cologne, Germany Offices -- 25,155 June 30, 2005
Chippenham, United Kingdom Offices -- 22,800 June 23, 2016
Schwalbach, Germany Offices -- 19,780 July 31, 2004
Bad Soden, Germany Offices and Laboratories -- 12,712 June 30, 2004
Corporate:
Covington, Kentucky Offices -- 42,400 December 31, 2012
Fort Wright, Kentucky Offices -- 14,237 March 31, 2008
25
ITEM 3 - LEGAL PROCEEDINGS
There are no pending legal or governmental proceedings to which we are a party
or to which any of our property is subject that we believe will have a material
adverse effect on us.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
26
ADDITIONAL ITEM - EXECUTIVE OFFICERS OF THE COMPANY
Our executive officers as of February 29, 2004 are as follows:
First Elected to
Name Age Office(1) Present Office
- --------------------- --- --------------------------- --------------------
Joel F. Gemunder 64 President and May 20, 1981
Chief Executive Officer(2)
Patrick E. Keefe 58 Executive Vice February 5, 1997
President - Operations
Timothy E. Bien 53 Senior Vice President - May 20, 1996
Professional Services
and Purchasing
David W. Froesel, Jr. 52 Senior Vice President March 4, 1996
and Chief Financial Officer
Cheryl D. Hodges 51 Senior Vice President February 8, 1994
and Secretary
(1) Executive officers are elected for one-year terms at the annual
organizational meeting of the Board of Directors which follows the annual
meeting of stockholders.
(2) Mr. Gemunder was appointed Chief Executive Officer of the Company on
May 21, 2001, having served as the President and a principal executive
officer of the Company since 1981.
27
PART II
ITEM 5 - MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Price Range of Common Stock; Holders of Record
Our Common Stock is listed on the New York Stock Exchange, and the following
table sets forth the ranges of high and low closing prices during each of the
calendar quarters of 2003 and 2002.
2003 2002
--------------- ---------------
High Low High Low
------ ------ ------ ------
First Quarter $27.21 $23.46 $25.89 $20.85
Second Quarter $33.79 $25.03 $28.35 $23.84
Third Quarter $36.62 $32.89 $25.44 $18.41
Fourth Quarter $41.68 $35.73 $24.22 $19.52
The number of holders of record of our Common Stock on January 31, 2004 was
2,325. This amount does not include stockholders with shares held under
beneficial ownership in nominee name or within clearinghouse positions of
brokerage firms and banks.
Dividends
On February 5, 2004, the Board of Directors approved a quarterly cash dividend
of $0.0225, for an indicated annual rate of $0.09 per common share for 2004,
which is consistent with annual dividends paid per common share for the 2003 and
2002 years. It is presently intended that cash dividends on common shares will
continue to be paid on a quarterly basis; however, future dividends are
necessarily dependent upon our future earnings and financial condition, and
other factors not currently determinable.
Recent Sales of Unregistered Securities
We, as part of our acquisition program, have historically issued our common
shares and warrants ("Securities") from time to time in private transactions not
registered under the Securities Act of 1933 in connection with the purchase of
the assets or stock of businesses acquired. During the quarter and year ended
December 31, 2003, one transaction was completed involving 78,668 unregistered
Securities. When such Securities are issued, they are issued in reliance on the
exemption from registration contained at Section 4(2) of the Securities Act.
28
ITEM 6 - SELECTED FINANCIAL DATA
The following table summarizes certain selected financial data, which should be
read in conjunction with our Consolidated Financial Statements and related
Notes, and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included at Items 8 and 7, respectively, of this Filing.
Five-Year Summary of Selected Financial Data
Omnicare, Inc. and Subsidiary Companies
(In thousands, except per share data)
For the years ended and at December 31,
2003 2002 2001 2000 1999
---------- ---------- ---------- ---------- ----------
INCOME STATEMENT DATA:(a)(b)(c)
Total net sales(d) $3,499,174 $2,632,754 $2,183,036 $1,987,839 $1,880,998
========== ========== ========== ========== ==========
Net income $ 194,368 $ 125,906 $ 74,271 $ 48,817 $ 57,721
========== ========== ========== ========== ==========
Earnings per share data:
Basic $ 1.97 $ 1.34 $ 0.80 $ 0.53 $ 0.63
========== ========== ========== ========== ==========
Diluted $ 1.93 $ 1.33 $ 0.79 $ 0.53 $ 0.63
========== ========== ========== ========== ==========
Dividends per share $ 0.09 $ 0.09 $ 0.09 $ 0.09 $ 0.09
========== ========== ========== ========== ==========
Weighted average number of
common shares outstanding:
Basic 98,800 94,168 93,124 92,012 90,999
========== ========== ========== ========== ==========
Diluted 103,243 94,905 93,758 92,012 91,238
========== ========== ========== ========== ==========
BALANCE SHEET DATA:(a)
Cash and cash equivalents (including
restricted cash) $ 188,127 $ 141,083 $ 171,318 $ 113,907 $ 97,267
Working capital 920,328 704,908 658,321 560,729 430,102
Total assets 3,395,021 2,427,585 2,290,276 2,210,218 2,167,973
Long-term debt (excluding current portion)(e) 1,082,677 720,187 750,669 780,706 736,944
Stockholders' equity(e) 1,676,024 1,275,062 1,149,783 1,068,423 1,028,380
OTHER FINANCIAL DATA:(a)
EBITDA(f) $ 440,603 $ 301,849 $ 247,564 $ 204,660 $ 205,669
Net cash flows from operating activities 169,484 159,109 153,087 132,701 101,114
Net cash flows from investing activities (678,049) (152,383) (46,802) (76,116) (203,517)
Capital expenditures(g) 17,115 24,648 26,222 32,423 58,749
Net cash flows from financing activities 554,484 (37,966) (49,555) (41,777) 145,502
See the related notes to Five-Year Summary of Selected Financial Data on the
following pages.
29
The financial information above should be read in conjunction with the Notes to
Consolidated Financial Statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations.
(a) Omnicare, Inc. ("Omnicare" or the "Company") has had an active acquisition
program in effect since 1989. See Note 2 of the Notes to Consolidated
Financial Statements for additional information concerning acquisitions.
(b) The following aftertax charges (credits) are included in net income for the
years ended December 31 (in thousands):
2003 2002 2001 2000 1999
------ ------- ------- ------- -------
Call premium and write-off of unamortized
debt issuance costs $7,853(1) $ -- $ -- $ -- $ --
Restructuring and other related charges -- 14,381(2) 11,374(2) 17,135 22,698
Other expense -- -- 2,987(3) -- --
Acquisition expenses, pooling-of-
interests -- -- -- -- (376)
------ ------- ------- ------- -------
Total $7,853 $14,381 $14,361 $17,135 $22,322
====== ======= ======= ======= =======
(1) See Note 7 of the Notes to Consolidated Financial Statements.
(2) See Note 12 of the Notes to Consolidated Financial Statements.
(3) See Note 13 of the Notes to Consolidated Financial Statements.
(c) In accordance with the adoption of Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"),
Omnicare discontinued amortization of goodwill as of January 1, 2002.
Accordingly, no goodwill amortization was recorded during the years ended
December 31, 2003 and 2002. The following aftertax goodwill amortization
expense amounts are included in net income for the years ended December 31
(in thousands):
2003 2002 2001 2000 1999
---- ---- ------- ------- -------
Goodwill amortization $-- $-- $20,583 $20,582 $19,675
=== === ======= ======= =======
30
(d) In accordance with Emerging Issues Task Force ("EITF") Issue No. 01-14,
"Income Statement Characterization of Reimbursements Received for
'Out-of-Pocket' Expenses Incurred" ("EITF No. 01-14"), Omnicare has
recorded reimbursements received for "out-of-pocket" expenses on a
grossed-up basis in the income statement as revenues and direct costs.
EITF No. 01-14 relates solely to the Company's contract research services
business.
(e) In 2003, the Company completed a refinancing plan in which it raised
$1,033.6 million. See Note 7 of the Notes to Consolidated Financial
Statements for further information on these transactions.
(f) "EBITDA" represents earnings before interest (net of investment income),
income taxes, depreciation and amortization. Omnicare believes that certain
investors find EBITDA to be a useful tool for measuring a company's ability
to service its debt; however, EBITDA does not represent net cash flows from
operating activities, as defined by U.S. Generally Accepted Accounting
Principles, and should not be considered as a substitute for operating cash
flows as a measure of liquidity or net income as an indicator of Omnicare's
operating performance. Omnicare's calculation of EBITDA may differ from the
calculation of EBITDA by others. The following is a reconciliation of the
EBITDA calculation for the years ended December 31 (in thousands):
2003 2002 2001 2000 1999
--------- -------- -------- -------- --------
Net income $ 194,368 $125,906 $ 74,271 $ 48,817 $ 57,721
Add: Interest expense, net of investment income 77,134 53,535 53,709 53,164 44,634
Income taxes 116,081 77,145 45,514 28,706 33,950
Depreciation and amortization 53,020 45,263 74,070 73,973 69,364
--------- -------- -------- -------- --------
EBITDA 440,603 301,849 247,564 204,660 205,669
Subtract: Interest expense, net of
investment income (77,134) (53,535) (53,709) (53,164) (44,634)
Income taxes (116,081) (77,145) (45,514) (28,706) (33,950)
Changes in assets and liabilities,
net of effects from acquisition
of businesses (170,024) (67,711) (40,860) (43,389) (75,298)
Add: Provision for doubtful accounts 44,680 31,163 25,490 26,729 22,056
Deferred tax provision 43,685 15,428 17,305 19,767 23,073
Write-off of debt issuance costs 3,755 -- -- -- --
Non-cash portion of restructuring
charges -- 9,060 2,811 6,804 4,198
--------- -------- -------- -------- --------
Net cash flows from operating activities $ 169,484 $159,109 $153,087 $132,701 $101,114
========= ======== ======== ======== ========
(g) Primarily represents the purchase of computer equipment and software,
machinery and equipment, and furniture, fixtures and leasehold improvements.
31
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ("MD&A")
The following discussion should be read in conjunction with the consolidated
financial statements, related notes and other financial information appearing
elsewhere in this report. In addition, see the "Safe Harbor Statement under the
Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking
Information" caption below.
Overview of 2003
- --------------------------------------------------------------------------------
For Omnicare, the year 2003 was one of strong growth and development, owing
largely to the success of its acquisition and integration model. During the
year, the Company made two strategically important acquisitions that, together,
increased the size of its institutional pharmacy business by 30%. The Company
undertook and essentially completed the integration of these acquisitions and
began reaping the benefits of its acquisition plan, successfully completed a
major refinancing, and continued to generate solid growth and enhancements in
the cost structure of its core pharmacy business.
On January 15, 2003, the Company completed the acquisition of NCS HealthCare,
Inc. ("NCS"), which represented the largest acquisition made in the Company's
15-year history of making institutional pharmacy acquisitions. This acquisition
significantly expanded the Company's presence in the long-term care pharmacy
market, increasing the number of beds served by Omnicare by approximately 24% to
approximately 936,000, and annualized revenues by approximately 24% to
approximately $3.3 billion at the time of the acquisition. In addition to its
large institutional pharmacy operation, NCS also added other businesses,
including a hospital pharmacy management business, an information technology
business providing pharmacy operating software and certain specialty pharmacy
businesses.
On July 15, 2003, Omnicare completed the acquisition of SunScript Pharmacy
Corporation ("SunScript"), which increased the number of beds served by Omnicare
by approximately 5% to approximately 981,000, and annualized revenues by
approximately 5% to approximately $3.6 billion at the time of the acquisition.
The Company's integration plan for these acquisitions included the realization
of economies of scale and cost synergies in purchasing of pharmaceuticals, and
in consolidation of overlapping geographic locations and redundant functions. To
date, the Company has consolidated 68 pharmacies serving approximately 128,000
beds, or the majority of the NCS and SunScript pharmacies that are to be
consolidated, as well as certain Omnicare pharmacies closed as part of the
overall consolidation plan. In addition, the other acquired pharmacies have been
migrated to the Company's systems and programs in order to achieve the targeted
savings in the purchasing of pharmaceuticals and other economies of scale.
Like others in the contract research ("CRO") industry, the performance of the
Company's CRO business reflects the somewhat volatile nature of this business
given the numerous variables outside the Company's control. The softness in
revenues in 2003 was attributable to several client-driven cancellations or
delays in the commencement or continuation of certain projects.
32
Given that these delays were client-driven decisions, and as such unpredictable,
the Company was unable to immediately adjust costs accordingly, which impacted
margins for the year. Certain of these projects are expected to be under way
in 2004, and positive trends in new business have begun to emerge in the first
quarter of 2004. Given this, along with recent cost reduction efforts, the
Company anticipates improved performance in its CRO business in 2004.
Omnicare continued to generate strong operating cash flow in 2003, primarily as
a result of its earnings growth. Moreover, to finance the NCS transaction on a
long-term basis and to enhance its financial strength, the Company undertook a
major refinancing in June 2003. The Company's balance sheet reflects the
favorable capital structure that the Company put in place in connection with
this refinancing. As part of its capital restructuring, the Company raised
$250.0 million in a term A loan, and completed an offering of $250.0 million of
6.125% senior subordinated notes, $345.0 million of 4.0% contingent convertible
notes and 6,468,750 shares of its common stock. In connection with the
refinancings, the Company entered into a new, four-year $750.0 million credit
facility, consisting of the aforementioned $250.0 million term loan commitment
and a $500 million revolving credit commitment. Omnicare used the net proceeds
from the 6.125% senior subordinated notes and the term A loan to repay the
existing credit facility. A portion of the 4.0% contingent convertible notes and
a portion of the net proceeds from the common stock offering were used to
purchase and retire the Company's outstanding $345.0 million of 5% convertible
subordinated debentures. During the second quarter of 2003, the Company entered
into an interest rate swap agreement on all $250.0 million of its aggregate
principal amount of the 6.125% senior subordinated notes. Omnicare's total debt
to total capitalization was approximately 40.2% at December 31, 2003, down
approximately 750 basis points from the end of the first quarter of 2003, which
was the last quarter prior to the June refinancing. The Company believes that
the refinancing has enhanced its financial position and provided the financial
flexibility to support its ongoing growth strategies.
Looking ahead, the Company continues to monitor key issues related to healthcare
funding, including the increasing pressures on state Medicaid budgets arising
from the economic downturn coupled with growth in enrollees as eligibility is
expanded; the escalation in drug costs owing to higher drug utilization among
seniors and the aging of the population; the introduction of new, more
efficacious, albeit more expensive, medications, offset somewhat by increasing
use of generic medications; and the impact of any changes in healthcare policy
relating to the future funding of the Medicaid and Medicare programs, including
the MMA, signed into law by President Bush on December 8, 2003. The MMA includes
a new Medicare outpatient drug benefit effective January 1, 2006. Under the MMA,
Medicare beneficiaries may enroll in prescription drug plans offered by private
entities, which will provide coverage of outpatient prescription drugs (subject
to various co-pays, deductibles and coverage limitations). Additionally,
Medicare beneficiaries who are also entitled to full benefits under a state
Medicaid program (so-called "dual eligibles"), will receive drug coverage under
the new federal benefit rather than the state Medicaid program, including
nursing home residents served by the Company whose drug costs are currently
covered by Medicaid.
Regulations governing implementation of this benefit are now being promulgated.
Moreover, the Secretary of the Department of Health and Human Services is
required to conduct a study on the impact of the Medicare drug benefit structure
on nursing home residents. The purpose of the
33
study is to ensure that the patient safety and quality of care standards
that are currently part of regulation and pharmacy practice as well as
appropriate reimbursements are maintained. Accordingly, it is difficult
to predict the impact or outcome of this legislation.
Nonetheless, pharmaceuticals remain the most cost-effective means of treating
the chronic illnesses of the frailest members of society, and the geriatric
pharmaceutical business offers meaningful solutions to containing healthcare
costs while ensuring the well-being of the nation's growing elderly population.
The Company's strategy for future growth remains aligned with such economic
interests and demographic trends in healthcare. By expanding the Company's core
pharmaceutical distribution business and then leveraging that business through
the development and expansion of clinical and information services, the Company
intends to continue its value creation strategy.
Results of Operations
- --------------------------------------------------------------------------------
The following summary table presents net sales and results of operations for
Omnicare for each of the years ended December 31, 2003, 2002 and 2001 (in
thousands, except per share amounts). In accordance with the SEC's release
entitled "Conditions for Use of Non-GAAP Financial Measures," the Company has
disclosed in this MD&A, with the exception of earnings before interest, income
taxes, depreciation and amortization ("EBITDA") (discussed below), only those
measures that are in accordance with United States Generally Accepted Accounting
Principles ("U.S. GAAP").
For the years ended December 31,
2003 2002 2001
------------------------------------
Total net sales $3,499,174 $2,632,754 $2,183,036
========== ========== ==========
Net income $ 194,368 $ 125,906 $ 74,271
========== ========== ==========
Earnings per share:
Basic $ 1.97 $ 1.34 $ 0.80
========== ========== ==========
Diluted $ 1.93 $ 1.33 $ 0.79
========== ========== ==========
EBITDA(a) $ 440,603 $ 301,849 $ 247,564
========== ========== ==========
(a) See Five-Year Summary of Selected Financial Data for a reconciliation of
EBITDA to net cash flows from operating activities at Item 6 of the Company's
Annual Report on Form 10-K.
The Company believes that certain investors find EBITDA to be a useful tool for
measuring a company's ability to service its debt; however, EBITDA does not
represent net cash flows from operating activities, as defined by U.S. GAAP, and
should not be considered as a substitute for operating cash flows as a measure
of liquidity or net income as an indicator of the Company's
34
operating performance. The Company's calculation of EBITDA may differ from the
calculation of EBITDA by others. Effective January 1, 2002, in accordance with
U.S. GAAP, the Company adopted Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets" ("SFAS 142"), eliminating the amortization of goodwill
related to acquisitions. Accordingly, no goodwill amortization was recorded
during the years ended December 31, 2003 and 2002. This accounting standard
would have had the effect of adding approximately $33.2 million pretax ($20.6
million aftertax, or $0.22 per diluted share) to net income for the year
ended December 31, 2001.
2003 vs. 2002
- --------------------------------------------------------------------------------
Consolidated
Total net sales for 2003 increased to $3,499.2 million from $2,632.8 million in
2002. Net income for 2003 was $194.4 million versus $125.9 million in 2002.
Diluted earnings per share were $1.93 for the year ended December 31, 2003
versus $1.33 in 2002. EBITDA for 2003 totaled $440.6 million in comparison with
$301.8 million for 2002.
Included in 2003 interest expense was a charge of $12.7 million pretax ($7.9
million aftertax, or $0.08 per diluted share), relating to the call premium and
write-off of unamortized debt issuance costs associated with the Company's early
redemption of its 5.0% convertible subordinated debentures discussed under the
"Financial Condition, Liquidity and Capital Resources" caption below.
Included in 2002 net income were aggregate charges of $23.2 million ($14.4
million aftertax, or $0.15 per diluted share) relating to the Phase II
productivity and consolidation program described hereafter under the
"Restructuring Charges" caption below. The charges were primarily comprised of
employee severance pay, employment agreement buy-out costs, lease termination
costs, the write-off of leasehold improvements and other assets, and
professional fees and other facility exit costs.
Pharmacy Services Segment
Omnicare's Pharmacy Services segment recorded sales of $3,345.3 million for the
year ended December 31, 2003, exceeding the 2002 amount of $2,467.2 million by
$878.1 million, or 35.6%. At December 31, 2003, Omnicare served long-term care
facilities comprising approximately 1,003,000 beds as compared with
approximately 754,000 beds served at December 31, 2002. The increase in revenues
and in beds served was primarily a result of the acquisitions of NCS in January
2003 and SunScript in July 2003, as discussed below. The results of the NCS and
SunScript acquisitions were included only from their date of acquisition, or
January 15, 2003 and July 15, 2003, respectively. Annualized sales relating to
the ongoing NCS and SunScript businesses aggregated approximately $815 million
at the time of acquisition. Additionally, Pharmacy Services sales increased due
to growth in new business, increasing
35
occupancy, the continued implementation and expansion of the Company's clinical
and other service programs, drug price inflation, and the increased market
penetration of newer branded drugs targeted at the diseases of the elderly,
which often carry higher prices but are significantly more effective in
reducing overall healthcare costs than those they replace. Partially offsetting
the increase in sales were pricing pressures, including lower government
reimbursement formulas and other cost control measures in some states, and
the increasing number and usage of generic drugs. The Company estimates
that drug price inflation for its highest dollar volume products in 2003 was
approximately 5%.
Operating income of the Pharmacy Services segment was $413.0 million in 2003, a
$124.8 million improvement as compared with the $288.2 million earned in 2002.
As a percentage of the segment's sales, operating income was 12.3% in 2003,
compared with 11.7% in 2002. The improved operating income was primarily the
result of increased sales, as discussed above, a lower operating cost structure
reflecting principally the impact of the productivity and consolidation
initiative completed at the end of the third quarter of 2002 (the "Phase II
Program"), the completion of the integration of American Pharmaceutical
Services, Inc. and related entities (collectively, "APS"), the overall synergies
(including economies of scale, drug purchasing improvements and consolidation of
redundant pharmacy locations, which serve to leverage the Company's operating
cost structure) from the NCS and SunScript integrations (although operating
margins were initially unfavorably impacted in the first and third quarters of
2003, respectively, by the addition of the lower-margin NCS and SunScript
business), and the $6.8 million year-over-year pretax impact of restructuring
charges in 2002 (as compared to no such charges in 2003).
On July 15, 2003, Omnicare acquired the SunScript pharmacy services business
from Sun Healthcare Group, Inc. The acquisition, accounted for as a purchase
business combination, included cash consideration and transaction costs of
approximately $82 million. Up to an additional $15.0 million may become
payable post-closing, subject to adjustment.
At the time of the acquisition, SunScript provided pharmaceutical products and
related consulting services to skilled nursing and assisted living facilities
comprising approximately 43,000 beds located in 19 states (excluding beds in
Sun Healthcare facilities that Sun Healthcare is divesting in unrelated
transactions). SunScript served these facilities through its network of 31
long-term care pharmacies. The net assets and operating results of SunScript
have been included from the date of acquisition in the Company's financial
statements.
On January 15, 2003, Omnicare closed its acquisition of NCS. The acquisition of
NCS, accounted for as a purchase business combination, included cash
consideration and transaction costs of approximately $500 million. The cash
consideration included the payoff of certain NCS debt totaling approximately
$325.5 million, which was retired by Omnicare immediately following the
acquisition.
At the time of the acquisition, NCS provided professional pharmacy and related
services to long-term care facilities, including skilled nursing and assisted
living facilities in 33 states, and managed hospital pharmacies in 10 states.
NCS added approximately 182,000 beds served in the
36
first quarter of 2003. The net assets and operating results of NCS have been
included from the date of acquisition in the Company's financial statements.
On January 7, 2002, Omnicare completed the acquisition of the assets comprising
the pharmaceutical business of APS. At the time of the acquisition, APS provided
professional pharmacy-related consulting services to approximately 60,000
residents of skilled nursing and assisted living facilities through its network
of 32 pharmacies in 15 states, as well as respiratory and Medicare Part B
services for residents of long-term care facilities. The acquisition, accounted
for as a purchase business combination, included cash consideration and
transaction costs, aggregating approximately $132 million (including an
adjustment based on the closing balance sheet review and $18.0 million in
deferred payments made in 2003, satisfying all future contingent payments under
the acquisition agreement).
CRO Services Segment
Omnicare's CRO Services segment recorded revenues of $153.9 million for the year
ended December 31, 2003, which were $11.6 million, or 7.0%, lower than the
$165.5 million recorded in 2002. In accordance with EITF Issue No. 01-14, the
Company included $24.8 million and $26.3 million of reimbursable out-of-pockets
in its CRO Services segment reported revenue and direct cost amounts for the
years ended December 31, 2003 and 2002, respectively. Revenues for the year
ended December 31, 2003 were lower than in 2002 largely due to the impact of
client-driven cancellations or delays in the commencement or continuation of
certain projects.
Operating income in the CRO Services segment was $12.6 million in 2003 compared
with $4.6 million in 2002. As a percentage of the segment's revenue, operating
income was 8.2% in 2003 compared with 2.8% in 2002. The improvement in operating
income was primarily attributable to the year-over-year impact of restructuring
charges associated with the Phase II productivity and consolidation program,
which resulted in $16.4 million of pretax expense in 2002 and no expense in 2003
(as the Phase II Program was finalized in 2002). This improvement was partially
offset by the unfavorable impact on operating income of the lower revenues
discussed above. Backlog at December 31, 2003 of $182.8 million was relatively
consistent with the December 31, 2002 backlog of $181.6 million.
Consolidated
The Company's consolidated gross profit of $897.6 million increased $206.5
million in 2003 from the prior-year amount of $691.1 million. Gross profit as a
percentage of total net sales of 25.7% in the year ended December 31, 2003, was
slightly lower than the 26.2% experienced during 2002. Positively impacting
overall gross profit margin were the Company's purchasing leverage associated
with the procurement of pharmaceuticals due, in part, to the completion of the
integration of the APS business and benefits realized from the Company's
formulary compliance program, as well as the increased use of generic drugs, and
leveraging of fixed and variable overhead costs at the Company's pharmacies as a
result of the reduced cost structure brought about by the Phase II Program.
These favorable factors were offset primarily by the initial impact of the
lower-margin NCS and SunScript business in the first and third quarters,
respectively (which impact diminished as the Company achieved economies of
scale, drug
37
purchasing improvements, and consolidated redundant pharmacy locations), and,
to a lesser extent, by the previously mentioned shift in mix toward newer,
branded drugs targeted at the diseases of the elderly that typically produce
higher gross profit but lower gross profit margins, and pricing pressures,
incuding lower government reimbursement formulas and other cost control
measures in some states.
Sales mix for the Company also impacts gross profit and includes primarily sales
of pharmaceuticals and, to a lesser extent, contract research services, infusion
therapy products and services, medical supplies, and other miscellaneous
products and services. Sales of pharmaceuticals account for the majority of the
Company's sales and gross profit. Contract research services and infusion
therapy gross profit margins are typically higher than gross profit margins
associated with sales of pharmaceuticals.
Increased leverage in purchasing favorably impacts gross profit and is primarily
derived through discounts from suppliers. Leveraging of fixed and variable
overhead costs primarily relates to generating higher sales volumes from
pharmacy facilities with no increase in fixed costs (e.g., rent) and minimal
increases in variable costs (e.g., utilities), as well as the elimination of
pharmacies through the Company's productivity and consolidation initiatives,
further discussed below. The Company believes it will be able to continue to
leverage fixed and variable overhead costs through internal and acquired growth.
Government and other reimbursement formulas generally adjust to take into
account drug price inflation or deflation. In order to enhance its gross profit
margins, the Company strategically allocates its resources to those activities
that will increase internal sales growth and favorably impact sales mix or
will lower costs. In addition, through the ongoing development of its
pharmaceutical purchasing programs, the Company is able to obtain discounts
and thereby manage its pharmaceutical costs.
Omnicare's selling, general and administrative ("operating") expenses for the
year ended December 31, 2003 of $510.0 million were higher than the 2002 amount
of $411.3 million by $98.7 million, due to the overall growth of the business,
including the acquisitions of NCS and SunScript in the first and third quarters
of 2003, respectively.
Operating expenses as a percentage of total net sales, however, totaled 14.6% in
2003, representing a decline from the 15.6% experienced in 2002. This decline is
primarily due to the year-over-year favorable impact of the Phase II Program
completed at the end of the third quarter of 2002, as well as realization of
operational efficiencies from the APS, NCS and SunScript acquisitions, and the
leveraging of fixed and variable overhead costs over a larger sales base in 2003
than that which existed in 2002.
Investment income for the year ended December 31, 2003 was $4.2 million, an
improvement of $0.9 million over the 2002 year. Larger average invested cash
balances during 2003 as compared with 2002 was the primary driver of the
increase in investment income.
Interest expense for the year ended December 31, 2003 was $81.3 million compared
with $56.8 million in the 2002 year. The increase primarily related to the
financing of the NCS acquisition
38
in January 2003, initially through borrowings on the Company's three-year $500.0
million revolving credit facility ("Revolving Credit Facility") of $499.0
million. The interest expense for the 2003 year also included a call premium and
the write-off of unamortized debt issuance costs aggregating $12.7 million
before taxes ($7.9 million aftertax, or $0.08 per diluted share) related to the
Company's early redemption and retirement of its $345 million aggregate
principal amount of 5.0% convertible subordinated debentures, as further
described in the "Financial Condition, Liquidity and Capital Resources" caption
below. Partially offsetting this increase was reduced interest expense
associated with Omnicare's repayment of $94.1 million on the term A loan during
2003.
The effective income tax rate was 37.4% in 2003, relatively consistent with the
prior-year rate of 38.0%. The effective tax rates in 2003 and 2002 are higher
than the federal statutory rate largely as a result of the combined impact of
state and local income taxes, various nondeductible expenses and tax-accrual
adjustments.
2002 vs. 2001
- --------------------------------------------------------------------------------
Consolidated
Total net sales for 2002 increased to $2,632.8 million from $2,183.0 million in
2001. Net income for 2002 was $125.9 million versus $74.3 million in 2001.
Diluted earnings per share were $1.33 for the year ended December 31, 2002
versus $0.79 in 2001. EBITDA for 2002 totaled $301.8 million in comparison with
$247.6 million for 2001.
Included in 2002 and 2001 were aggregate charges of $23.2 million and $18.3
million pretax, respectively ($14.4 million and $11.4 million aftertax, or $0.15
and $0.12 per diluted share, respectively), relating to the Phase II
productivity and consolidation program described hereafter under the
"Restructuring Charges" caption below. The charges were primarily comprised of
employee severance pay, employment agreement buy-out costs, lease termination
costs, the write-off of leasehold improvements and other assets, and
professional fees and other facility exit costs.
Included in the 2001 results are other expense items totaling $4.8 million
pretax ($3.0 million aftertax, or $0.03 per diluted share). Specifically, in
early 2001, Omnicare recorded a $1.8 million pretax special charge representing
a repayment to the Medicare program of overpayments made to one of the Company's
pharmacy units during the period from January 1997 through April 1998. As part
of its corporate compliance program, the Company learned of the overpayments,
which related to Medicare Part B claims that contained documentation errors, and
notified the Health Care Financing Administration (now known as the Centers for
Medicare & Medicaid Services) for review and determination of the amount of
overpayment. Further, the Company recorded a $3.0 million pretax special charge
in mid-2001, representing a settlement in June 2001 of certain contractual
issues with a customer, which issues and amount relate to prior-year periods.
39
Pharmacy Services Segment
Omnicare's Pharmacy Services segment recorded sales of $2,467.2 million for the
year ended December 31, 2002, exceeding the 2001 amount of $2,033.8 million by
$433.4 million, or 21.3%. At December 31, 2002, Omnicare served long-term care
facilities comprising approximately 754,000 beds as compared with approximately
662,000 beds served at December 31, 2001. The increase in beds served was a
result of the acquisition of APS, as discussed below, and the efforts of the
Company's National Sales & Marketing Group and pharmacy staff to develop new
contracts with long-term care facilities. The increase in sales relating to
the APS acquisition approximated $240 million. Additionally, Pharmacy Services
sales increased due to the continued implementation and expansion of the
Company's clinical and other service programs, drug price inflation, and
the increased market penetration of newer drugs, which often carry higher
prices but are significantly more effective in reducing overall healthcare
costs than those they replace. Lower government reimbursement formulas in
some states partially offset the increase in pharmacy sales. The Company
estimates that drug price inflation for its highest dollar volume products
in 2002 was approximately 5%.
Operating income of the Pharmacy Services segment was $288.2 million in 2002, an
$87.4 million improvement as compared with the $200.8 million earned in 2001. As
a percentage of the segment's sales, operating income was 11.7% in 2002,
compared with 9.9% in 2001. The improved operating income was primarily the
result of increased sales, as discussed above, a lower operating cost structure
reflecting principally the impact of the Phase II Program started in the third
quarter of 2001, the overall synergies realized from the APS integration
(although margins were initially unfavorably impacted early in 2002 by the
addition of the lower margin APS business), the exclusion of goodwill
amortization in 2002 as previously discussed (an expense that totaled $32.1
million pretax in 2001), the year-to-year favorable impact of restructuring
charges of $1.7 million (which totaled $6.8 million pretax in 2002 compared with
$8.5 million pretax in 2001), and other expense items in 2001 totaling $4.8
million pretax. Improvement in operating performance in 2002 was also
attributable to a more stable and gradually improving operating environment in
the skilled nursing facility ("SNF") market, a result of enactment of the
Medicare, Medicaid and SCHIP Balanced Budget Refinement Act of 1999 ("BBRA") and
the Medicare, Medicaid and SCHIP Benefits Improvement and Protection Act of 2000
("BIPA").
On January 7, 2002, Omnicare completed the acquisition of the assets comprising
the pharmaceutical business of APS. The acquisition, accounted for as a purchase
business combination, included cash consideration and transaction costs
aggregating approximately $132 million (including an adjustment based on the
closing balance sheet review and $18.0 million in deferred payments made in
2003, satisfying all future contingent payments under the acquisition
agreement).
At the time of the acquisition, APS provided professional pharmacy and related
consulting services to approximately 60,000 residents of skilled nursing and
assisted living facilities through its network of 32 pharmacies in 15 states, as
well as respiratory and Medicare Part B services for residents of long-term care
facilities.
40
CRO Services Segment
Omnicare's CRO Services segment recorded revenues of $165.5 million for the year
ended December 31, 2002, which were $16.2 million, or 10.9%, greater than the
$149.3 million recorded in 2001. In accordance with EITF No. 01-14, the Company
included $26.3 million and $23.9 million of reimbursable out-of-pockets in its
CRO Services segment reported revenue and direct cost amounts for the years
ended December 31, 2002 and 2001, respectively. Despite volatility in revenues
in the latter half of 2002 related to client-driven delays or cancellations
of certain projects, the increase in CRO Services revenue was achieved due
to solid business gains arising from the efforts of the Company's integrated
global selling efforts and relative stability in the overall drug research
market. Higher levels of demand were recognized from both major pharmaceutical
manufacturers and biotechnology companies, and the Company's expanding
presence throughout the world.
Operating income in the CRO Services segment was $4.6 million in 2002 compared
with $2.5 million in 2001. As a percentage of the segment's revenue, operating
income was 2.8% in 2002 compared with 1.7% in 2001. The improvement in operating
performance was attributable to the favorable impact of the aforementioned
increase in revenues, the realization of benefits from the Company's initiatives
to integrate and streamline the organization, and the exclusion of goodwill
amortization in 2002 (which totaled $1.1 million pretax in 2001). Offsetting the
improvement in operating performance was the $6.6 million year-to-year impact of
restructuring charges associated with the Phase II productivity and
consolidation program, which totaled $16.4 million pretax in 2002 compared with
$9.8 million in 2001. Backlog at December 31, 2002 was $181.6 million,
representing a decrease of $13.9 million from December 31, 2001 backlog of
$195.5 million due to projects moving out of backlog, as well as the
cancellation of certain projects in 2002.
Consolidated
The Company's consolidated gross profit of $691.1 million increased $111.7
million in 2002 from the prior-year amount of $579.4 million. Gross profit as a
percentage of total net sales of 26.2% in the year ended December 31, 2002, was
slightly lower than the 26.5% experienced during 2001. Positively impacting
overall gross profit margin was the Company's purchasing leverage associated
with the procurement of pharmaceuticals, due in part to efforts in integrating
the APS business and benefits realized from the Company's formulary compliance
program, as well as the leveraging of fixed and variable overhead costs at the
Company's pharmacies through the reduced cost structure brought about by the
Phase II Program. These favorable factors were offset primarily by the initial
impact of the lower-margin APS business and, to a lesser extent, the previously
mentioned shift in mix toward newer, branded drugs that typically produce
higher gross profit, but lower gross profit margins, and the effects of lower
government reimbursement formulas in some states.
Omnicare's operating expenses for the year ended December 31, 2002 of $411.3
million were higher than the 2001 amount of $349.5 million, by $61.8 million,
due to the overall growth of the business, including the acquisition of APS.
Operating expenses as a percentage of total net sales, however, totaled 15.6% in
2002, representing a decline from the 16.0% experienced in 2001.
41
This decline is due to the year-over-year favorable impact of the Phase II
Program and the leveraging of fixed and variable overhead costs over a larger
sales base in 2002 than that which existed in 2001. Investment income for the
year ended December 31, 2002 was $3.3 million, an improvement of $0.7 million
over the 2001 year. Larger average invested cash balances during 2002 as
compared with 2001, partially offset by the impact of lower interest rates
in 2002 versus 2001, was the primary driver of the slight increase in
investment income.
Interest expense during 2002 of $56.8 million was relatively consistent with the
comparable prior year amount of $56.3 million.
The effective income tax rate was 38% in 2002, consistent with the prior year.
The effective tax rates in 2002 and 2001 are higher than the federal statutory
rate largely as a result of the combined impact of state and local income taxes,
various nondeductible expenses and tax-accrual adjustments.
Restructuring Charges
- --------------------------------------------------------------------------------
Phase I Program
In 2000, the Company completed its previously disclosed productivity and
consolidation program (the "Phase I Program"). In connection with the Phase I
Program, the Company had liabilities of $0.6 million at December 31, 2002, of
which $0.3 million was utilized during the year ended December 31, 2003. The
remaining liabilities at December 31, 2003 of $0.3 million represent amounts not
yet paid relating to actions taken (consisting of remaining lease payments), and
will be adjusted as these matters are settled.
Phase II Program
In 2001, the Company announced the implementation of a second phase of the
productivity and consolidation initiative (the "Phase II Program"). The Phase II
Program, completed on September 30, 2002, further streamlined operations,
increased efficiencies and helped enhance the Company's position as a high
quality, cost-effective provider of pharmaceutical services. Building on the
previous efforts, the Phase II Program included the merging or closing of seven
pharmacy locations and the reconfiguration in size and function of an additional
10 locations. The Phase II Program also included a reduction in occupied
building space in certain locations and the rationalization or reduction of
staffing levels in the CRO business in order to better garner the efficiencies
of the integration and functional reorganization of that business. The Phase II
Program encompassed a net reduction of approximately 460 employees, or about 5%
of the Company's total workforce, across both the Pharmacy Services and CRO
Services segments.
In connection with the Phase II Program, the Company expensed a total of $18.3
million pretax ($11.4 million aftertax, or $0.12 per diluted share) for
restructuring charges during the year ended December 31, 2001. Further,
approximately $23.2 million pretax ($14.4 million aftertax,
42
or $0.15 per diluted share) was recorded during the year ended December 31,
2002, when the amounts were required to be recognized in accordance with U.S.
GAAP. The restructuring charges included severance pay, the buy-out of
employment agreements, the buy-out of lease obligations, the write-off of
leasehold improvements and other assets, and related fees and facility exit
costs.
Details of the pretax restructuring charges relating to the Phase II Program
follow (in thousands):
2001 Utilized Balance at 2002
Provision/ during December 31, Provision/
Accrual 2001 2001 Accrual
---------- -------- ------------ ----------
Restructuring charges:
Employee severance $ 4,256 $ (2,614) $1,642 $ 2,177
Employment agreement buy-outs 2,086 (1,578) 508 --
Lease terminations 2,711 (2,105) 606 5,862
Other assets, fees and facility exit costs 9,291 (6,264) 3,027 15,156
------- -------- ------ -------
Total restructuring charges $18,344 $(12,561) $5,783 $23,195
======= ======== ====== =======
Utilized Balance at Utilized Balance at
during December 31, during December 31,
2002 2002 2003 2003
-------- ------------ -------- ------------
Restructuring charges:
Employee severance $ (2,655) $1,164 $(1,164) $ --
Employment agreement buy-outs (214) 294 (294) --
Lease terminations (1,846) 4,622 (1,155) 3,467
Other assets, fees and facility exit costs (14,690) 3,493 (2,878) 615
-------- ------ ------- ------
Total restructuring charges $(19,405) $9,573 $(5,491) $4,082
======== ====== ======= ======
As of December 31, 2003, the Company had paid approximately $8.5 million of
severance and other employee-related costs relating to the reduction of
approximately 460 employees. The remaining liabilities recorded at December 31,
2003 represent amounts not yet paid or settled relating to actions taken
(primarily consisting of remaining lease payments), and will be adjusted in
future periods as these matters are finalized.
Impact of Inflation
- --------------------------------------------------------------------------------
As previously mentioned, the Company estimates that drug price inflation for its
highest dollar volume products in 2003 approximated 5%, which tends to impact
sales and costs of sales at approximately the same level. Therefore, inflation
has not materially affected Omnicare's income from continuing operations,
inasmuch as government and other reimbursement formulas generally adjust to
take into account drug price inflation or deflation.
43
Financial Condition, Liquidity and Capital Resources
- --------------------------------------------------------------------------------
Cash and cash equivalents at December 31, 2003 were $188.1 million compared with
$141.1 million at December 31, 2002 (including restricted cash amounts of $0.7
million and $3.1 million, respectively).
The Company generated positive net cash flows from operating activities of
$169.5 million during the year ended December 31, 2003, compared with net cash
flows from operating activities of $159.1 million and $153.1 million during the
years ended December 31, 2002 and 2001, respectively. These operating cash
flows, as well as new borrowings and common stock issuance proceeds (further
discussed below), were used primarily for debt repayment, acquisition-related
payments, capital expenditures and dividends. The increase in net cash flows
from operating activities during 2003 was driven primarily by earnings growth,
as previously discussed at the "Results of Operations" caption above.
Net cash used in investing activities was $678.0 million, $152.4 million and
$46.8 million in 2003, 2002 and 2001, respectively. Acquisitions of businesses
required cash payments of $663.4 million (including amounts payable pursuant to
acquisition agreements relating to pre-2003 acquisitions) in 2003, which were
primarily funded by borrowings and existing cash balances. Acquisitions of
businesses during 2002 and 2001 required $127.8 million and $20.3 million,
respectively, of cash payments (including amounts payable pursuant to
acquisition agreements relating to pre-2002 and pre-2001 acquisitions,
respectively) which were primarily funded by borrowings under the Revolving
Credit Facility and operating cash flows. The Company's capital requirements are
primarily comprised of its acquisition program and capital expenditures, largely
relating to investments in the Company's information technology systems.
Net cash provided by financing activities was $554.5 million for the year ended
December 31, 2003. Net cash used for financing activities was $38.0 million and
$49.6 million in 2002 and 2001, respectively. In connection with the
aforementioned NCS acquisition, the Company borrowed $499.0 million under its
Revolving Credit Facility in the first quarter of 2003. The Company also
completed its refinancing plan in June 2003, as discussed below, in which it
raised $1,033.6 million. Partially offsetting these borrowings were payments on
line of credit facilities and the term A loan of $593.1 million during 2003, as
well as the early redemption and retirement during 2003 of $345.0 million of
5.0% convertible subordinated debentures due 2007 ("5% Convertible Debentures").
During 2002, the Company used $120.0 million in cash generated from its
operations to fully pay down the outstanding obligations under its Revolving
Credit Facility, including the $90.0 million drawn down in early 2002 in
connection with the aforementioned APS acquisition.
On February 5, 2004, the Company's Board of Directors declared a quarterly cash
dividend of 2.25 cents per share for an indicated annual rate of 9 cents per
common share for 2004, which is consistent with annual dividends paid per common
share for the 2003, 2002 and 2001 years. Aggregate dividends of $8.9 million
paid during the year ended December 31, 2003 were relatively consistent with the
$8.5 million paid in each of the two years ended December 31, 2002.
44
There were no material commitments and contingencies outstanding at December 31,
2003, other than the contractual obligations summarized in the "Disclosures
About Off-Balance Sheet Arrangements and Aggregate Contractual Obligations"
caption below, certain acquisition-related payments potentially due in the
future, including deferred payments, indemnification payments and payments
originating from earnout provisions that may become payable (including up to
an additional $15.0 million relating to SunScript, that may become payable
post-closing, subject to adjustment) and the matters discussed in Note 15,
"Commitments and Contingencies," of the Notes to Consolidated Financial
Statements.
Disclosures About Off-Balance Sheet Arrangements and Aggregate Contractual
- --------------------------------------------------------------------------
Obligations
- -----------
At December 31, 2003, the Company had one unconsolidated entity, Omnicare
Capital Trust I (the "Trust"), which was established for the purpose of
facilitating the convertible trust preferred securities offering, due 2033
("trust PIERS" or "Preferred Income Equity Redeemable Securities"). For
financial reporting purposes, the Trust is treated as an equity method
investment of Omnicare. The Trust is a 100%-owned finance subsidiary of the
Company. The Company has fully and unconditionally guaranteed the securities of
the Trust. The contingent convertible notes issued by the Company to the Trust
in connection with the issuance by the Trust of the trust PIERS are presented as
a separate line item on Omnicare's consolidated balance sheet, and the related
disclosures concerning the trust PIERS, the guarantee and the contingent
convertible notes are included in Omnicare's notes to consolidated financial
statements. Omnicare records interest payable to the Trust as interest expense
in its consolidated statement of income.
At December 31, 2003, the Company had no other unconsolidated entities, or any
financial partnerships, such as entities often referred to as structured finance
or special purpose entities, which might have been established for the purpose
of facilitating off-balance sheet arrangements.
45
The following summarizes the Company's contractual obligations at December 31,
2003, and the effect such obligations are expected to have on the Company's
liquidity and cash flows in future periods.
Contractual Obligations (in thousands):
- --------------------------------------
Less Than 1
Total Year 1-3 Years 4-5 Years After 5 Years
---------- ----------- --------- --------- -------------
Long-term debt obligations $1,125,897 $ 20,513 $ 69,743 $65,641 $ 970,000
Capital lease obligations 667 196 221 89 161
Operating lease obligations 111,220 26,950 42,219 25,382 16,669
Purchase obligations (a) 16,042 16,022 16 4 --
Other current obligations (b) 309,760 309,760 -- -- --
Other long-term liabilities 122,647 -- 38,163 513 83,971
---------- -------- -------- ------- ----------
Total contractual cash obligations $1,686,233 $373,441 $150,362 $91,629 $1,070,801
========== ======== ======== ======= ==========
(a) Purchase obligations primarily consist of open inventory purchase orders at
December 31, 2003.
(b) Other current obligations primarily consist of accounts payable at December
31, 2003.
As of December 31, 2003, the Company had approximately $10.5 million outstanding
relating to standby letters of credit, substantially all of which are subject to
automatic annual renewals.
As discussed further below, during the second quarter of 2003, the Company
completed its offering of $250.0 million aggregate principal amount of 6.125%
senior subordinated notes due 2013 ("6.125% Senior Notes"), issued at par, and
6,468,750 shares of common stock, $1 par value, at $29.16 per share for gross
proceeds of $189 million and the offering, through the Trust, of $345 million
aggregate principal amount of convertible trust preferred securities due 2033.
In March 2001, the Company entered into a three-year syndicated $500.0 million
revolving line of credit facility (the "Revolving Credit Facility"), including a
$25.0 million letter of credit subfacility, with various lenders. The three-year
Revolving Credit Facility had no outstanding loans as of December 31, 2002. In
January 2003, the Company borrowed $499.0 million under the Revolving Credit
Facility to finance its acquisition of NCS (see Note 2 of the Notes to
Consolidated Financial Statements). The Revolving Credit Facility was retired
in connection with mid-2003 refinancing transactions, as further discussed
below.
In connection with the mid-2003 financings, the Company entered into a new,
four-year $750.0 million credit facility ("Credit Facility") consisting of
a $250 million term A loan commitment and a $500 million revolving credit
commitment. The new Credit Facility bears interest at the Company's option
at a rate equal to either: (i) the London Interbank Offered Rate ("LIBOR")
plus a margin that varies depending on certain ratings on the Company's senior
long-term debt; or (ii) the higher of (a) the prime rate or (b) the sum of
the federal funds effective rate plus
46
0.50%. Additionally, the Company is charged a commitment fee on the unused
portion of the revolving credit portion of the Credit Facility, which also
varies depending on such ratings.
At December 31, 2003, the interest rate was LIBOR plus 1.375% and the commitment
fee was 0.375%. There is no utilization fee associated with the Credit Facility.
The Company used the net proceeds from the 6.125% Senior Notes offering and
borrowings of $250.0 million under the term A loan portion of the new Credit
Facility to repay the balance of the Company's existing Revolving Credit
Facility of $474 million, with remaining proceeds being used for general
corporate purposes. The Company paid down $94.1 million on the term A loan
during 2003. The $155.9 million outstanding at December 31, 2003 under the
term A loan is due in quarterly installments, in varying amounts, through
2007, with approximately $20.5 million due within one year. There are no
amounts outstanding as of December 31, 2003 under the revolving credit
commitment of the Credit Facility.
In December 1997, the Company issued $345.0 million of 5% Convertible
Debentures. The Company used a portion of the net proceeds from the common stock
offering and the net proceeds from the trust PIERS offering to redeem the entire
outstanding $345 million aggregate principal amount of the Company's 5%
Convertible Debentures, with remaining proceeds being used for general corporate
purposes. The total redemption price, including the call premium, was
approximately $353.9 million. Accordingly, a $12.7 million pretax charge ($7.9
million aftertax, or $0.08 per diluted share) was recognized in interest expense
during the year ended December 31, 2003 for the call premium and the write-off
of remaining unamortized debt issuance costs associated with the redemption of
the 5% Convertible Debentures.
Concurrent with the issuance of the 2001 Revolving Credit Facility, the Company
completed the issuance, at par value, of $375.0 million of 8.125% senior
subordinated notes due 2011 ("8.125% Senior Notes"). The 8.125% Senior Notes
were subsequently exchanged for replacement notes with identical terms, which
were registered with the Securities and Exchange Commission.
During the second quarter of 2003, the Company entered into an interest rate
swap agreement ("Swap Agreement") on all $250.0 million of its aggregate
principal amount of the 6.125% Senior Notes. Under the Swap Agreement, which
hedges against exposure to long-term U.S. dollar interest rates, the Company
will receive a fixed rate of 6.125% and pay a floating rate based on LIBOR with
a maturity of six months plus a spread of 2.27%. The floating rate is determined
semi-annually, in arrears, two London Banking Days prior to the first of each
December and June, commencing December 1, 2003. The Company records interest
expense on the 6.125% Senior Notes at the floating rate. The estimated
LIBOR-based floating rate was 3.50% at December 31, 2003. The Swap Agreement,
which matches the terms of the 6.125% Senior Notes, is designated and accounted
for as a fair value hedge. The Company is accounting for the Swap Agreement in
accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended, so changes in fair value of the Swap Agreement are
offset by changes in the recorded carrying value of the related 6.125% Senior
Notes. The fair value of the Swap Agreement is recorded as a noncurrent
liability and reduced the carrying value of the related 6.125% Senior Notes by
$23.2 million as of December 31, 2003.
47
In connection with the offering of the trust PIERS in the second quarter of
2003, the Company issued a corresponding amount of contingent convertible notes
due 2033 to the Trust. The trust PIERS offer fixed cash distributions at a rate
of 4.0% per annum payable quarterly, and a fixed conversion price of $40.82
under a contingent conversion feature whereby the holders may convert their
trust PIERS if the closing sales price of Omnicare common stock for a
predetermined period, beginning with the quarter ending September 30, 2003, is
more than 130% of the then-applicable conversion price or, during a
predetermined period, if the daily average of the trading prices for the trust
PIERS is less than 105% of the average of the conversion values for the trust
PIERS through 2028 (98% for any period thereafter through maturity). The trust
PIERS also will pay contingent distributions, commencing with the quarterly
distribution period beginning June 15, 2009, if the average trading prices of
the trust PIERS for a predetermined period equals 115% or more of the stated
liquidation amount of the trust PIERS. Embedded in the trust PIERS are two
derivative instruments, specifically, a contingent interest provision and a
contingent conversion parity provision. The embedded derivatives are
periodically valued by a third-party advisor, and at December 31, 2003, the
values of both derivatives were not material. However, the values are subject to
change, based on market conditions, which could affect the Company's future
results of operations. Omnicare irrevocably and unconditionally guarantees, on a
subordinated basis, certain payments to be made by the Trust in connection with
the trust PIERS.
The Credit Facility, the 8.125% Senior Notes, the 6.125% Senior Notes and the 4%
Contingent Convertible Notes contain representations and warranties, covenants
and events of default customary for such facilities. Interest rates charged on
borrowings outstanding under the Credit Facility are based on prevailing market
rates as discussed in the following section.
The Company believes that net cash flows from operating activities, credit
facilities and other short- and long-term debt financings, if any, will be
sufficient to satisfy its future working capital needs, acquisition contingency
commitments, debt servicing, capital expenditures and other financing
requirements for the foreseeable future. While no such plans currently exist,
the Company may, in the future, refinance its indebtedness, issue additional
indebtedness, or issue additional equity as deemed appropriate. The Company
believes that, if needed, these additional external sources of financing are
readily available.
Quantitative and Qualitative Disclosures about Market Risk
- --------------------------------------------------------------------------------
Omnicare's primary market risk exposure relates to interest rate risk exposure
through its borrowings. The Company's debt obligations at December 31, 2003
include $155.9 million outstanding under the term A loan portion of its June
2003 four-year, variable-rate Credit Facility at an interest rate of LIBOR plus
1.375%, or 2.5% at December 31, 2003 (a 100 basis point change in the interest
rate would impact pretax interest expense by approximately $1.6 million per
year); $375.0 million outstanding under its fixed-rate 8.125% Senior Notes,
due 2011; $250.0 million outstanding under its fixed-rate 6.125% Senior Notes,
due 2013; and $345.0 million outstanding under its 4.0% fixed-rate convertible
debentures (the "4.0% Convertible Debentures"), due 2033. During the second
quarter of 2003, the Company entered into a Swap Agreement on all $250.0 million
of its aggregate principal amount of the 6.125%
48
Senior Notes. Under the Swap Agreement, which hedges against exposure to
long-term U.S. dollar interest rates, the Company will receive a fixed rate of
6.125% and pay a floating rate based on LIBOR with a maturity of six months plus
a spread of 2.27%. The estimated LIBOR-based floating rate was 3.50% at December
31, 2003 (a 100 basis point change in the interest rate would impact pretax
interest expense by approximately $2.5 million per year). The Swap Agreement,
which matches the terms of the 6.125% Senior Notes, is designated and accounted
for as a fair value hedge. The Company is accounting for the Swap Agreement in
accordance with SFAS No. 133, as amended, so changes in fair value of the Swap
Agreement are offset by changes in the recorded carrying value of the related
6.125% Senior Notes. The fair value of the Swap Agreement is recorded as a
noncurrent liability and reduced the carrying value of the related 6.125% Senior
Notes by $23.2 million as of December 31, 2003. At December 31, 2003, the fair
value of Omnicare's Credit Facility approximates its carrying value, and the
fair value of the 8.125% Senior Notes, 6.125% Senior Notes and 4.0% Convertible
Debentures is approximately $409.7 million, $250.6 million and $439.9 million,
respectively.
Embedded in the trust PIERS are two derivative instruments, specifically, a
contingent interest provision and a contingent conversion parity provision. The
embedded derivatives are periodically valued by a third-party advisor, and at
December 31, 2003, the values of both derivatives were not material. However,
the values are subject to change, based on market conditions, which could
affect the Company's future results of operations.
The Company has operations and revenue that occur outside of the U.S. and
transactions that are settled in currencies other than the U.S. dollar, exposing
it to market risk related to changes in foreign currency exchange rates.
However, the substantial portion of the Company's operations and revenues and
the substantial portion of the Company's cash settlements are exchanged in U.S.
dollars. Therefore, changes in foreign currency exchange rates do not represent
a substantial market risk exposure to the Company.
The Company does not have any financial instruments held for trading purposes.
Critical Accounting Policies
- --------------------------------------------------------------------------------
The preparation of the Company's financial statements requires management to
make estimates and judgments that affect the reported amounts of assets,
liabilities, stockholders' equity, revenues and expenses, and related
disclosures of commitments and contingencies. On a regular basis, the Company
evaluates the estimates used, including those related to bad debts, contractual
allowances, inventory valuation, impairment of goodwill, insurance accruals,
pension obligations, restructuring accruals, income taxes and other operating
allowances and accruals. Management bases its estimates on historical
experience, current conditions and on various other assumptions that are
believed to be reasonable under the circumstances. Actual results may differ
from these estimates under different assumptions or conditions. The Company's
significant accounting policies are summarized in Note 1 of the Notes to
Consolidated Financial Statements. The Company believes the following critical
accounting policies involve more significant judgments and estimates used in the
preparation of the consolidated financial statements.
49
Revenue Recognition
Pharmacy Services
Revenue is recognized when products or services are delivered or provided to the
customer. A significant portion of the Company's revenues from sales of
pharmaceutical and medical products is reimbursable from state Medicaid and, to
a lesser extent, the federal Medicare programs. The Company monitors its
revenues and receivables from these reimbursement sources, as well as other
third-party insurance payors, and records an estimated contractual allowance for
certain sales and receivable balances. Accordingly, the total net sales and
receivables reported in the Company's financial statements are recorded at the
amount ultimately expected to be received from these payors. Contractual
allowances are adjusted to actual as cash is received and claims are settled.
The Company evaluates several criteria in developing the estimated contractual
allowances on a monthly basis, including historical trends based on actual
claims paid, current contract and reimbursement terms, and changes in customer
base and payor/product mix.
Contract Research Services
A portion of the Company's revenues are earned by performing services under
contracts with various pharmaceutical, biotechnology, medical device and
diagnostics companies, based on contract terms. Most of the contracts provide
for services to be performed on a units of service basis. These contracts
specifically identify the units of service and unit pricing. Under these
contracts, revenue is generally recognized upon completion of the units of
service, unless the units of service are performed over an extended period of
time. For extended units of service, revenue is recognized based on labor hours
expended as a percentage of total labor hours expected to be expended. For
time-and-materials contracts, revenue is recognized at contractual hourly rates,
and for fixed-price contracts, revenue is recognized using a method similar to
that used for extended units of service. The Company's contracts provide for
additional service fees for scope of work changes. The Company recognizes
revenue related to these scope changes when underlying services are performed
and realization is assured. In a number of cases, clients are required to make
termination payments in addition to payments for services already rendered. Any
anticipated losses resulting from contract performance are charged to earnings
in the period identified. Billings and payments are specified in each contract.
Revenue recognized in excess of billings is classified as unbilled receivables,
while billings in excess of revenue are classified as deferred revenue.
Allowance for Doubtful Accounts
The Company establishes the allowance for doubtful accounts based on historical
credit losses and specifically identified credit risks. Management reviews this
allowance on an ongoing basis for appropriateness. Factors considered in
determining the adequacy of the allowance include current and expected economic
conditions and each customer's payment history and creditworthiness. Judgment is
used to assess the collectibility of account balances and the creditworthiness
of a customer. Given the Company's experience, management believes that the
reserves for potential losses are adequate, but if one or more of the Company's
larger customers were to default on its obligations, the Company could be
exposed to losses in excess of the provisions established. If economic
conditions worsen, or the Company's customers'
50
reimbursement rates were to be adversely affected, impacting the Company's
customers' ability to pay, management may adjust the allowance for doubtful
accounts accordingly.
Inventories
The Company maintains inventory at lower of cost or market, with cost determined
on the basis of the first-in, first-out method. There are no significant
obsolescence reserves recorded since the Company has not historically
experienced (nor does it expect to experience) significant levels of inventory
write-offs.
Omnicare uses a periodic inventory system. Physical inventories are typically
performed on a monthly basis at all pharmacy sites, and in all cases at least
once a quarter. Cost of goods sold is recorded based on the actual results of
the physical inventory counts, and is estimated when a physical inventory is not
performed in a particular month. The Company evaluates various criteria in
developing estimated cost of goods sold during non-inventory months, including
the historical cost of goods sold trends based on prior physical inventory
results; a review of cost of goods sold information reflecting current customer
contract terms; and consideration and analysis of changes in customer base,
product mix, payor mix, state Medicaid and third-party insurance reimbursement
levels or other issues that may impact cost of goods sold. Actual cost of goods
sold has not varied significantly from estimated amounts in non-inventory
months.
Goodwill
SFAS 142 requires that goodwill and other indefinite-lived intangible assets be
reviewed for impairment using a fair value based approach at least annually.
SFAS 142 requires the Company to assess whether there is an indication that
goodwill is impaired, and requires goodwill to be tested between annual tests if
events occur or circumstances change that would, more likely than not, reduce
the fair value of a reporting unit below its carrying amount. The Company's
assessments to date have indicated that goodwill has not been impaired. Events
may occur in the future that could result in an impairment of the Company's
goodwill, and any resulting impairment charge could be material to the Company's
financial position, results of operations or cash flows.
The assessment of goodwill impairment requires estimates of future cash flows.
To the extent the carrying value of the assets exceed their fair value, an
impairment loss would be recorded. Changes in these estimates of future cash
flows due to unforeseen events could affect the outcome of the Company's
goodwill impairment analysis.
Insurance Accruals
The Company is self-insured for certain health, property and casualty insurance
claims. The Company closely monitors and continually evaluates its historical
claims experience and obtains input from third-party insurance professionals to
estimate the appropriate level of accrual for incurred claims. Although
significant fluctuations may occur in the short term due to unforeseen events
and claims, the Company's experience, coupled with its stop-loss coverage, has
indicated that its methodology provides for reasonable insurance expense
estimates over a long-term period.
51
Employee Benefit Plans
For certain of its employee benefit plans, the Company utilizes estimates in
developing its actuarial assumptions (including such items as the expected
long-term rate of return on plan assets, discount rate and rate of compensation
increase, among other items), and relies on actuarial computations to estimate
the future potential liability, expense and funding requirements associated
with these benefits. These actuarial assumptions and estimates, if assessed
differently, could have an impact on the Company's consolidated financial
position, results of operations or cash flows. However, a 1% change in the
discount rate used to calculate the Company's pension obligations would not have
a material impact on the Company's operating results.
Restructuring Programs
The Company has recorded accruals in connection with its restructuring programs,
primarily for facility exit costs (including lease obligations) and involuntary
termination benefits. The accruals were established based on management's best
estimate of the costs to be incurred and the timing of payments. Changes in
these estimates or actual results could require the Company to make adjustments
to the recorded accruals. Management reviews these accruals on a regular basis
for appropriateness.
Income Taxes
The Company estimates its tax liabilities based on current tax laws in the
statutory jurisdictions in which it operates. These estimates include judgments
about deferred tax assets and liabilities resulting from temporary differences
between assets and liabilities recognized for financial reporting purposes and
such amounts recognized for tax purposes, as well as about the realization of
deferred tax assets (including those relating to net operating losses). If the
provisions for current or deferred taxes are not adequate, if the Company is
unable to realize certain deferred tax assets or if the tax laws change
unfavorably, the Company could experience potential losses. Likewise, if
provisions for current and deferred taxes are in excess of those eventually
needed, if the Company is able to realize additional deferred tax assets or if
tax laws change favorably, the Company could experience potential gains. A 1%
change in the Company's overall 2003 effective tax rate would impact income
tax and net income by $3.1 million (or $0.03 per diluted share).
Recently Issued Accounting Standards
- --------------------------------------------------------------------------------
In December 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 132 (revised 2003), "Employers' Disclosures about Pensions and Other
Postretirement Benefits" ("SFAS 132"). This Statement includes new disclosure
requirements related to a company's pensions. The annual disclosure provisions
of SFAS 132 are effective for fiscal years ending after December 15, 2003. The
new interim disclosure provisions are effective for the first interim period
beginning after December 15, 2003. The required disclosure provisions of SFAS
132 have been incorporated into the notes to consolidated financial statements.
In December 2003, the FASB issued Interpretation No. 46 (revised December 2003),
"Consolidation of Variable Interest Entities" ("FIN 46-R"). The statement
clarifies some of the
52
provisions of the initial FASB Interpretation No. 46 ("FIN 46"), issued in
January 2003. FIN 46-R is effective for the Company for financial statements
initially issued after December 31, 2003. The adoption of FIN 46 did not have,
and FIN 46-R is not expected to have, a material impact on the Company's
consolidated financial position, results of operations or cash flows.
In December 2003, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 104, "Revenue Recognition" ("SAB 104"), which supersedes
SAB 101, "Revenue Recognition in Financial Statements". SAB 104's primary
purpose is to rescind accounting guidance contained in SAB 101 related to
multiple element revenue arrangements, superseded as a result of the issuance
of EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables."
While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21,
the revenue recognition principles of SAB 101 remain largely unchanged by the
issuance of SAB 104. The guidance of EITF 00-21 was effective for revenue
arrangements entered into in fiscal periods beginning after June 15, 2003. The
adoption of SAB 104 did not have a material impact on the Company's consolidated
financial position, results of operations or cash flows.
Outlook
- --------------------------------------------------------------------------------
The Company derives approximately one-half of its revenues directly from
government sources, principally state Medicaid and to a lesser extent federal
Medicare programs, and one-half from the private sector (including individual
residents, third-party insurers and SNFs).
As part of ongoing operations, the Company and its customers are subject to
regulatory changes in the level of reimbursement received from the Medicare and
Medicaid programs. Since 1997, Congress has passed a number of federal laws that
have effected major changes in the healthcare system.
The Balanced Budget Act of 1997 (the "BBA") sought to achieve a balanced federal
budget by, among other things, changing the reimbursement policies applicable to
various healthcare providers. In a significant change for the SNF industry, the
BBA provided for the introduction in 1998 of the prospective payment system
("PPS") for Medicare-eligible residents of SNFs. Prior to PPS, SNFs under
Medicare received cost-based reimbursement. Under PPS, Medicare pays SNFs a
fixed fee per patient per day based upon the acuity level of the resident,
covering substantially all items and services furnished during a
Medicare-covered stay, including pharmacy services. PPS resulted in a
significant reduction of reimbursement to SNFs. Admissions of Medicare
residents, particularly those requiring complex care, declined in many SNFs due
to concerns relating to the adequacy of reimbursement under PPS. This caused a
weakness in Medicare census leading to a significant reduction of overall
occupancy in the SNFs the Company serves. This decline in occupancy and acuity
levels adversely impacted Omnicare's results beginning in 1999, as the Company
experienced lower utilization of Omnicare services, coupled with PPS-related
pricing pressure from Omnicare's SNF customers.
In 1999 and 2000, Congress sought to restore some of the reductions in
reimbursement resulting from PPS. A BBRA provision (subsequently modified by
BIPA) gave SNFs a temporary rate increase for certain specific high-acuity
patients beginning April 1, 2000, and ending when the
53
Centers for Medicare & Medicaid Services ("CMS") implements a refined patient
classification system under PPS. CMS did not implement such refinements in
fiscal year 2003, and the Bush Administration has indicated that the
refinements also will not be implemented in fiscal year 2004, thus continuing
the additional rate increases currently in place for certain high-acuity
patients. BBRA also included an overall 4% across-the-board increase in
payments otherwise determined under the BBA for all patients for federal
fiscal years 2001 and 2002. In 2000, BIPA further increased reimbursement
by means of a temporary 16.66% across-the-board increase in the nursing
component of the federal rate for all patients for services furnished before
October 1, 2002, and for fiscal year 2001, a 3.16% rate increase for all
patients. These provisions of the BBRA and BIPA helped to improve the
financial condition of SNFs, motivated them to increase admissions,
particularly of higher acuity residents, and stabilized the unfavorable
operating trends attributable to PPS. While certain of the increases in Medicare
reimbursement for SNFs provided for under the BBRA and the BIPA expired on
October 1, 2002, the impact of these expirations on the Company's customers has
not had a significant impact on Omnicare to date. Nonetheless, the loss of
revenues associated with future changes in SNF payments could, in the future,
have an adverse effect on the financial condition of the Company's SNF clients
which could, in turn, adversely affect the timing or level of their payments to
Omnicare.
Partially offsetting the October 1, 2002 expiration of certain payment increases
under BBRA and BIPA discussed above, CMS published, on August 4, 2003, a
final rule announcing a 3.0% market basket increase in SNF PPS rates for fiscal
year 2004, which began October 1, 2003. In addition, the rule increased fiscal
year 2004 rates by an additional 3.26% to reflect cumulative forecast errors
since the start of the SNF PPS on July 1, 1998. Together, CMS estimates that
these adjustments will result in an estimated $850 million increase in Medicare
payments to SNFs in fiscal year 2004. Moreover, the final rule does not adopt
refinements to the current patient classification system for fiscal year 2004,
which results in the continuation of the temporary add-on payment for certain
high-acuity patients established by the BBRA. CMS estimates that these temporary
payments will equal approximately $1 billion in fiscal year 2004. President
Bush's proposed fiscal year 2005 budget indicates that the refinements will not
be adopted in fiscal year 2005.
In December 2003, Congress enacted the MMA, which includes a major expansion of
the Medicare prescription drug benefit under a new Medicare Part D. Until the
Part D benefit goes into effect on January 1, 2006, Medicare beneficiaries can
receive assistance with their outpatient prescription drug costs beginning in
June 2004 through a new prescription drug discount card program, which will give
enrollees access to negotiated discounted prices for prescription drugs. Under
the MMA, Medicare beneficiaries may enroll in prescription drug plans offered by
private entities, which will provide coverage of outpatient prescription drugs.
Medicare beneficiaries who are also entitled to benefits under a state Medicaid
program (so-called "dual eligibles") will have their prescription drug costs
covered by the new Medicare drug benefit, including nursing home residents
served by the Company whose drug costs are currently covered by state Medicaid
programs. Implementation of the new Medicare drug benefit will require
implementing regulations by CMS. In addition, the Secretary of the Department of
Health and Human Services is required to conduct a study of current standards of
practice for pharmacy services provided to patients in long-term care settings,
and, among other things, make recommendations regarding necessary actions and
appropriate reimbursement to ensure the provision of prescription drugs to
54
Medicare beneficiaries in nursing facilities consistent with existing patient
safety and quality of care standards. The MMA also reforms the Medicare Part B
prescription drug payment methodology. The Company's revenues for drugs
dispensed under Medicare Part B are not significant in comparison to total
revenues. The MMA also includes provisions that will institute administrative
reforms designed to improve Medicare program operations. It is uncertain at this
time the impact that the MMA's legislative reforms ultimately will have on the
Company.
Other healthcare funding issues remain, including pressures on federal and state
Medicaid budgets due to the economic downturn, which has led to decreasing
reimbursement rates in certain states. On May 28, 2003, President Bush signed
into law the "Jobs and Growth Reconciliation Tax Act," which includes $20
billion in temporary aid to the states, $10 billion of which is earmarked for
state Medicaid programs. This additional funding expires June 30, 2004. In
addition, some states continue to experience budget shortfalls, which may prompt
them to consider implementing reductions in Medicaid reimbursement and other
cost control measures. While the Company has managed to adjust to these
pricing pressures to date, such pressures are likely to continue or escalate
if economic recovery does not fully emerge, and there can be no assurance
that such occurrence will not have an adverse impact on the Company's business.
Longer term, funding for federal and state healthcare programs must consider the
aging of the population and the growth in enrollees as eligibility is expanded;
the escalation in drug costs owing to higher drug utilization among seniors and
the introduction of new, more efficacious but also more expensive medications;
and the long-term financing of the Medicare and Medicaid programs. Given
competing national priorities, it remains difficult to predict the outcome and
impact on the Company of any changes in healthcare policy relating to the future
funding of the Medicare and Medicaid programs.
Demographic trends indicate that demand for long-term care will increase well
into the middle of this century as the elderly population grows significantly.
Moreover, those over 65 consume a disproportionately high level of healthcare
services, including prescription drugs, when compared with the under-65
population. There is widespread consensus that appropriate pharmaceutical
care is generally considered the most cost-effective form of treatment for the
chronic ailments afflicting the elderly and also one that is able to improve
the quality of life. Further, the pace and quality of new drug development
is yielding many promising new drugs targeted at the diseases of the elderly.
These new drugs may be more expensive than older, less effective drug
therapies due to rising research costs. However, they are significantly
more effective in curing or ameliorating illness and in lowering overall
healthcare costs by reducing, among other things, hospitalizations, physician
visits, nursing time and lab tests. These trends not only support long-term
growth for the geriatric pharmaceutical industry but also containment of
healthcare costs and the well-being of the nation's growing elderly population.
In order to fund this growing demand, the Company anticipates
that the government and the private sector will continue to review, assess
and possibly alter healthcare delivery systems and payment methodologies.
While it is not possible to predict the effect of any further initiatives
on Omnicare's business, management believes that the Company's expertise
in geriatric pharmaceutical care and pharmaceutical cost management
position Omnicare to help meet the challenges of today's healthcare environment.
Further, while volatility can occur from time to
55
time in the contract research business owing to factors such as the success or
failure of its clients' compounds, the timing or budgetary constraints of its
clients, or consolidation in the pharmaceutical industry, new drug discovery
remains an important priority of pharmaceutical manufacturers. Pharmaceutical
manufacturers, in order to optimize their research and development efforts, will
continue to turn to contract research organizations to assist them in
accelerating drug research development and commercialization.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Regarding Forward-Looking Information
- --------------------------------------------------------------------------------
In addition to historical information, this report contains certain statements
that constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
made on the basis of management's views and assumptions regarding business
performance as of the time the statements are made, and management does not
undertake any obligation to update these statements. These forward-looking
statements include, but are not limited to, all statements regarding the intent,
belief or current expectations regarding the matters discussed or incorporated
by reference in this document (including statements as to "beliefs,"
"expectations," "anticipations," "intentions" or similar words) and all
statements which are not statements of historical fact.
Forward-looking statements in this report include, but are not limited to, the
following: expectations concerning the Company's financial performance, results
of operations or business outlook; trends in the long-term healthcare and
contract research industries generally; anticipated demographic trends in the
healthcare industry; the impact of drug price inflation; changes in government
and other reimbursement formulas to take into account drug price inflation or
deflation; the ability to allocate resources in order to enhance gross profit
margins; the ability to continue the Company's valuation creation strategy
through expanding its core pharmaceutical business and leveraging that
business through the development and expansion of clinical information
services; the Company's ability to continue to leverage fixed and variable
overhead costs through internal and acquired growth; the impact of the
2003 refinancing in enhancing the Company's financial position and providing
financial flexibility to support its ongoing growth strategies; other
factors affecting the Company's strategy for future growth; the effectiveness
of the Company's unit-of-use controls and computerized documentation system;
the effectiveness of the Company's health and outcomes management programs;
the ability to leverage the Company's CRO business and its core pharmacy
business as anticipated; expectations concerning product and market
development efforts; trends concerning the commencement, continuation or
cancellation of CRO projects and backlog; the effectiveness of recent cost
reduction efforts in the CRO; volatility in the CRO business; anticipated
business performance of the CRO in 2004; trends in healthcare funding issues,
including state Medicaid budgets, enrollee eligibility, escalating drug prices
due to higher utilization among seniors and the aging of the population;
the introduction of more expensive medications, and increasing use of generic
medications; the impact of any changes in healthcare policy relating to the
future funding of the Medicaid and Medicare programs; the cost-effectiveness
of pharmaceuticals in treating chronic illnesses for the elderly; the
effectiveness of the Company's formulary compliance program; the effectiveness
of the Company's pharmaceutical purchasing programs and its ability to obtain
56
discounts and manage pharmaceutical costs; the adequacy and availability of the
Company's sources of liquidity and capital; payments of future quarterly
dividends; the adequacy of the Company's net cash flows from operating
activities, credit facilities and other long and short-term debt financings to
satisfy the Company's future working capital needs, acquisition contingency
commitments, debt servicing, capital expenditures and other financing
requirements for the foreseeable future; the ability, if necessary, to refinance
indebtedness or issue additional indebtedness or equity; interest rate risk on
the Company's outstanding debt; valuations of derivative instruments embedded in
the Company's trust PIERS instruments; the adequacy of the Company's allowance
for doubtful accounts; expectations concerning inventory write-offs; the
adequacy of insurance expense estimates and methodology; the adequacy of the
provisions for current or deferred taxes; the impact of reduced government
reimbursement rates to the Company's SNF clients which could adversely affect
the timing or level of SNF payments to the Company; the impact of the MMA; the
impact of continued pressure on federal and state Medicaid budgets and budget
shortfalls which have led to decreasing reimbursement rates and other cost
control measures in certain states; the Company's ability to respond to such
federal and state budget shortfalls and corresponding reductions in Medicaid
reimbursement rates; the effect of any changes and considerations in long-term
healthcare funding policies for Medicare and Medicaid programs; expected demand
for long-term care; the pace and quality of new drug development targeted at
diseases of the elderly; the impact of newer drugs that, although more
expensive, are more efficient at treating illness and thereby reduce overall
healthcare costs; trends and expectations concerning long-term growth prospects
for the geriatric care industry and the containment of healthcare costs for the
elderly; expectations concerning the growth in the elderly population;
anticipated changes in healthcare delivery systems and payment methodologies in
order to fund growing demand; the ability of the Company to utilize its
expertise in geriatric pharmaceutical care and pharmaceutical cost management to
meet the anticipated challenges of the healthcare environment; the belief that
new drug discovery will remain an important priority for pharmaceutical
manufacturers; and expectations concerning the continued need for pharmaceutical
manufacturers to utilize contract research businesses in optimizing research and
development efforts.
These forward-looking statements, together with other statements that are not
historical, involve known and unknown risks, uncertainties, contingencies and
other factors that could cause results, performance or achievements to differ
materially from those stated. Such risks, uncertainties, contingencies and other
factors, many of which are beyond the control of the Company, include, but are
not limited to: overall economic, financial, political and business conditions;
trends in the long-term healthcare and contract research industries; competition
in the pharmaceutical, long-term care and contract research industries; the
impact of consolidation in the pharmaceutical and long-term care industries;
trends in long-term care occupancy rates and demographics; the ability to
attract new clients and service contracts and retain existing clients and
service contracts; trends for the continued growth of the Company's businesses;
the effectiveness of the Company's formulary compliance program; trends in drug
pricing, including the impact and pace of pharmaceutical price increases;
delays and reductions in reimbursement by the government and other payors to
customers and to the Company as a result of pressures on federal and state
budgets; the overall financial condition of the Company's customers; the
ability of the Company to assess and react to the financial condition of
its customers; the effectiveness of the
57
Company's pharmaceutical purchasing programs and its ability to obtain discounts
and manage pharmaceutical costs; the ability of vendors and business partners
to continue to provide products and services to the Company; the continued
successful integration of acquired companies and the ability to realize
anticipated revenues, economies of scale, cost synergies and profitability;
the continued availability of suitable acquisition candidates; pricing and
other competitive factors in the industry; increases or decreases in
reimbursement rates and the impact of other cost control measures; the impact
on the Company's revenues, profits and margins resulting from market trends in
the use of newer branded drugs versus generic drugs; the number and usage of
generic drugs and price competition in the drug marketplace; the ability to
attract and retain needed management; competition for qualified staff in the
healthcare industry; the impact and pace of technological advances; the ability
to obtain or maintain rights to data, technology and other intellectual
property; the demand for the Company's products and services; variations in
costs or expenses; the ability to implement productivity, consolidation and
cost reduction efforts and to realize anticipated benefits; the ability of
clinical research projects to produce revenues in future periods; the ability
to benefit from streamlining efforts at the CRO; trends concerning CRO backlog;
the effectiveness of the Company's implementation and expansion of its clinical
and other service programs; the effect of new legislation, government
regulations, and/or executive orders, including those relating to reimbursement
and drug pricing policies and changes in the interpretation and application of
such policies; the impact of the MMA and its implementing regulations;
legislation and regulations affecting payment and reimbursement rates for SNFs;
trends in federal and state budgets and their impact on Medicaid reimbursement
rates; government budgetary pressures and shifting priorities; the Company's
ability to adjust to federal and state budget shortfalls; efforts by payors to
control costs; the failure of the Company or the long-term care facilities it
serves to obtain or maintain required regulatory approvals or licenses; loss
or delay of contracts pertaining to Omnicare's CRO business for regulatory or
other reasons; the outcome of litigation; potential liability for losses not
covered by, or in excess of, insurance; the impact of differences in actuarial
assumptions and estimates pertaining to employee benefit plans; events or
circumstances which result in an impairment of goodwill; market conditions
which adversely affect the valuation of the trust PIERS instruments; the
outcome of audit, compliance, administrative or investigatory reviews;
volatility in the market for the Company's stock and in the financial markets
generally; access to adequate capital and financing; changes in international
economic and political conditions and currency fluctuations between the U.S.
dollar and other currencies; changes in tax laws and regulations; and changes
in accounting rules and standards.
Should one or more of these risks or uncertainties materialize or should
underlying assumptions prove incorrect, the Company's actual results,
performance or achievements could differ materially from those expressed in, or
implied by, such forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date thereof. Except as otherwise required by law, the Company does not
undertake any obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required under this Item is set forth in the "Quantitative and
Qualitative Disclosures about Market Risk" caption at Part II, Item 7, of this
Filing.
58
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements and Financial Statement Schedule
Page
----
Financial Statements:
Report of Independent Auditors 60
Consolidated Statements of Income 61
Consolidated Balance Sheets 62
Consolidated Statements of Cash Flows 63
Consolidated Statements of Stockholders' Equity 64
Notes to Consolidated Financial Statements 65
Financial Statement Schedule:
II - Valuation and Qualifying Accounts S-1
All other financial statement schedules are omitted because they are not
applicable or because the required information is shown in the Consolidated
Financial Statements or Notes thereto.
59
Report of Independent Auditors
To the Stockholders and
Board of Directors of Omnicare, Inc.
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of
Omnicare, Inc. and its subsidiaries at December 31, 2003 and 2002, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion,
the financial statement schedule listed in the accompanying index presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 to the consolidated financial statements, effective
January 1, 2002, the Company changed its method of accounting for goodwill.
/s/ PricewaterhouseCoopers LLP
- -------------------------------------
PricewaterhouseCoopers LLP
Chicago, Illinois
February 6, 2004
60
CONSOLIDATED STATEMENTS OF INCOME
OMNICARE, INC. AND SUBSIDIARY COMPANIES
(In thousands, except per share data)
For the years ended December 31,
------------------------------------
2003 2002 2001
---------- ---------- ----------
Sales $3,474,354 $2,606,450 $2,159,131
Reimbursable out-of-pockets 24,820 26,304 23,905
---------- ---------- ----------
Total net sales 3,499,174 2,632,754 2,183,036
---------- ---------- ----------
Cost of sales 2,576,794 1,915,397 1,579,732
Reimbursed out-of-pocket expenses 24,820 26,304 23,905
---------- ---------- ----------
Total direct costs 2,601,614 1,941,701 1,603,637
---------- ---------- ----------
Gross profit 897,560 691,053 579,399
Selling, general and administrative expenses 509,977 411,272 349,545
Goodwill amortization (Note 5) -- -- 33,199
Restructuring charges (Note 12) -- 23,195 18,344
Other expense (Note 13) -- -- 4,817
---------- ---------- ----------
Operating income 387,583 256,586 173,494
Investment income 4,166 3,276 2,615
Interest expense (Note 7) (81,300) (56,811) (56,324)
---------- ---------- ----------
Income before income taxes 310,449 203,051 119,785
Income taxes 116,081 77,145 45,514
---------- ---------- ----------
Net income $ 194,368 $ 125,906 $ 74,271
========== ========== ==========
Earnings per share:
Basic $ 1.97 $ 1.34 $ 0.80
========== ========== ==========
Diluted $ 1.93 $ 1.33 $ 0.79
========== ========== ==========
Weighted average number of common shares
outstanding:
Basic 98,800 94,168 93,124
========== ========== ==========
Diluted 103,243 94,905 93,758
========== ========== ==========
The Notes to Consolidated Financial Statements are an integral part of these
statements.
61
CONSOLIDATED BALANCE SHEETS
OMNICARE, INC. AND SUBSIDIARY COMPANIES
(In thousands, except share data)
December 31,
2003 2002
-----------------------
ASSETS
Current assets:
Cash and cash equivalents $ 187,413 $ 137,936
Restricted cash 714 3,147
Accounts receivable, less allowances of $108,813 (2002-$68,593) 678,255 522,857
Unbilled receivables 15,281 25,062
Inventories 326,550 190,464
Deferred income tax benefits 53,224 18,621
Other current assets 121,651 103,471
---------- ----------
Total current assets 1,383,088 1,001,558
Properties and equipment, at cost less accumulated
depreciation of $200,498 (2002-$177,870) 148,307 139,908
Goodwill 1,690,558 1,188,907
Other noncurrent assets 173,068 97,212
---------- ----------
Total assets $3,395,021 $2,427,585
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 296,089 $ 175,648
Current debt 20,709 110
Accrued employee compensation 30,611 22,627
Deferred revenue 22,454 25,254
Income taxes payable 16,244 6,837
Other current liabilities 76,653 66,174
---------- ----------
Total current liabilities 462,760 296,650
Long-term debt 135,855 187
5.0% convertible subordinated debentures, due 2007 -- 345,000
8.125% senior subordinated notes, due 2011 375,000 375,000
6.125% senior subordinated notes, net, due 2013 226,822 --
4.0% contingent convertible notes, due 2033 345,000 --
Deferred income tax liabilities 50,913 84,071
Other noncurrent liabilities 122,647 51,615
---------- ----------
Total liabilities 1,718,997 1,152,523
---------- ----------
Commitments and contingencies (Note 15)
Stockholders' equity:
Preferred stock, no par value, 1,000,000 shares authorized,
none issued and outstanding -- --
Common stock, $1 par value, 200,000,000 shares authorized,
105,050,900 shares issued (2002-95,441,400 shares issued) 105,051 95,441
Paid-in capital 986,138 737,421
Retained earnings 684,348 498,856
Treasury stock, at cost-1,863,000 shares (2002-1,139,900 shares) (46,087) (23,471)
Deferred compensation (49,528) (29,018)
Accumulated other comprehensive income (3,898) (4,167)
---------- ----------
Total stockholders' equity 1,676,024 1,275,062
---------- ----------
Total liabilities and stockholders' equity $3,395,021 $2,427,585
========== ==========
The Notes to Consolidated Financial Statements are an integral part of these
statements.
62
CONSOLIDATED STATEMENTS OF CASH FLOWS
OMNICARE, INC. AND SUBSIDIARY COMPANIES
(In thousands)
For the years ended December 31,
---------------------------------
2003 2002 2001
--------- --------- ---------
Cash flows from operating activities:
Net income $ 194,368 $ 125,906 $ 74,271
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation 37,783 33,129 32,164
Amortization 15,237 12,134 41,906
Provision for doubtful accounts 44,680 31,163 25,490
Deferred tax provision 43,685 15,428 17,305
Write-off of debt issuance costs 3,755 -- --
Non-cash portion of restructuring charges -- 9,060 2,811
Changes in assets and liabilities, net of effects
from acquisition of businesses:
Accounts receivable and unbilled receivables (96,971) (41,788) (50,774)
Inventories (87,278) (28,261) (12,949)
Current and noncurrent assets 8,988 (37,046) 6,292
Accounts payable 31,121 34,829 15,130
Accrued employee compensation 705 517 (1,993)
Deferred revenue (2,800) (14,084) 11,005
Current and noncurrent liabilities (23,789) 18,122 (7,571)
--------- --------- ---------
Net cash flows from operating activities 169,484 159,109 153,087
--------- --------- ---------
Cash flows from investing activities:
Acquisition of businesses (663,411) (127,783) (20,263)
Capital expenditures (17,115) (24,648) (26,222)
Transfer of cash to trusts for employee health and
severance costs, net of payments out of the trust 2,433 (225) (622)
Other 44 273 305
--------- --------- ---------
Net cash flows from investing activities (678,049) (152,383) (46,802)
--------- --------- ---------
Cash flows from financing activities:
Borrowings on line of credit facilities and term loans 749,000 90,000 70,000
Payments on line of credit facilities and term loans (593,103) (120,000) (475,000)
Proceeds from long-term borrowings 595,000 -- 375,000
Payments on long-term borrowings and obligations (354,167) (214) (2,898)
Fees paid for financing arrangements (24,541) -- (16,254)
Proceeds from stock offering, net of issuance costs 178,774 -- --
Proceeds from stock awards and exercise of
stock options, net of stock tendered in payment 12,275 667 8,065
Dividends paid (8,876) (8,491) (8,468)
Other 122 72 --
--------- --------- ---------
Net cash flows from financing activities 554,484 (37,966) (49,555)
--------- --------- ---------
Effect of exchange rate changes on cash 3,558 780 59
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents 49,477 (30,460) 56,789
Cash and cash equivalents at beginning of year - unrestricted 137,936 168,396 111,607
--------- --------- ---------
Cash and cash equivalents at end of year - unrestricted $ 187,413 $ 137,936 $ 168,396
========= ========= =========
The Notes to Consolidated Financial Statements are an integral part of these
statements.
63
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
OMNICARE, INC. AND SUBSIDIARY COMPANIES
(In thousands, except per share data)
Common Paid-in Retained Treasury
Stock Capital Earnings Stock
-------- -------- -------- --------
Balance at January 1, 2001 $ 92,731 $692,695 $315,638 $(10,808)
Dividends paid ($0.09 per share) -- -- (8,468) --
Stock acquired for benefit plans -- -- -- (83)
Exercise of stock options 1,430 20,691 -- (6,614)
Stock awards, net of amortization 511 9,747 -- (2,319)
Other -- (432) -- --
-------- -------- -------- --------
Subtotal 94,672 722,701 307,170 (19,824)
-------- -------- -------- --------
Net income -- -- 74,271 --
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment -- -- -- --
Unrealized appreciation in fair value of
investments -- -- -- --
Equity adjustment for minimum
pension liability -- -- -- --
-------- -------- -------- --------
Comprehensive income (loss) -- -- 74,271 --
-------- -------- -------- --------
Balance at December 31, 2001 94,672 722,701 381,441 (19,824)
Dividends paid ($0.09 per share) -- -- (8,491) --
Stock acquired for benefit plans -- -- -- (112)
Exercise of stock options 229 4,055 -- (313)
Stock awards, net of amortization 540 10,807 -- (3,222)
Other -- (142) -- --
-------- -------- -------- --------
Subtotal 95,441 737,421 372,950 (23,471)
-------- -------- -------- --------
Net income -- -- 125,906 --
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment -- -- -- --
Unrealized appreciation in fair value of
investments -- -- -- --
Equity adjustment for minimum
pension liability -- -- -- --
-------- -------- -------- --------
Comprehensive income -- -- 125,906 --
-------- -------- -------- --------
Balance at December 31, 2002 95,441 737,421 498,856 (23,471)
Dividends paid ($0.09 per share) -- -- (8,876) -
Stock acquired for benefit plans -- - -- (157)
Issuance of common stock 6,469 172,305 -- --
Stock issued in connection with acquisition 79 2,921 -- --
Exercise of stock options 2,208 46,793 -- (17,326)
Stock awards, net of amortization 854 26,612 -- (5,133)
Other -- 86 -- --
-------- -------- -------- --------
Subtotal 105,051 986,138 489,980 (46,087)
-------- -------- -------- --------
Net income -- -- 194,368 --
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment -- -- -- --
Unrealized appreciation in fair value of
investments -- -- -- --
Equity adjustment for minimum
pension liability -- -- -- --
-------- -------- -------- --------
Comprehensive income -- -- 194,368 --
-------- -------- -------- --------
Balance at December 31, 2003 $105,051 $986,138 $684,348 $(46,087)
======== ======== ======== ========
(In thousands, except per share data)
Accumulated
Other Total
Deferred Comprehensive Stockholders'
Compensation Income Equity
------------ ------------- -------------
Balance at January 1, 2001 $(18,915) $(2,918) $1,068,423
Dividends paid ($0.09 per share) -- -- (8,468)
Stock acquired for benefit plans -- -- (83)
Exercise of stock options -- -- 15,507
Stock awards, net of amortization (5,358) -- 2,581
Other -- -- (432)
-------- ------- ----------
Subtotal (24,273) (2,918) 1,077,528
-------- ------- ----------
Net income -- -- 74,271
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment -- 59 59
Unrealized appreciation in fair value of
investments -- 208 208
Equity adjustment for minimum
pension liability -- (2,283) (2,283)
-------- ------- ----------
Comprehensive income (loss) -- (2,016) 72,255
-------- ------- ----------
Balance at December 31, 2001 (24,273) (4,934) 1,149,783
Dividends paid ($0.09 per share) -- -- (8,491)
Stock acquired for benefit plans -- -- (112)
Exercise of stock options -- -- 3,971
Stock awards, net of amortization (4,745) -- 3,380
Other -- -- (142)
-------- ------- ----------
Subtotal (29,018) (4,934) 1,148,389
-------- ------- ----------
Net income -- -- 125,906
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment -- 781 781
Unrealized appreciation in fair value of
investments -- 1,274 1,274
Equity adjustment for minimum
pension liability -- (1,288) (1,288)
-------- ------- ----------
Comprehensive income -- 767 126,673
-------- ------- ----------
Balance at December 31, 2002 (29,018) (4,167) 1,275,062
Dividends paid ($0.09 per share) -- -- (8,876)
Stock acquired for benefit plans -- -- (157)
Issuance of common stock -- -- 178,774
Stock issued in connection with acquisition -- -- 3,000
Exercise of stock options -- -- 31,675
Stock awards, net of amortization (20,510) -- 1,823
Other -- -- 86
-------- ------- ----------
Subtotal (49,528) (4,167) 1,481,387
-------- ------- ----------
Net income -- -- 194,368
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment -- 3,882 3,882
Unrealized appreciation in fair value of
investments -- (895) (895)
Equity adjustment for minimum
pension liability -- (2,718) (2,718)
-------- ------- ----------
Comprehensive income -- 269 194,637
-------- ------- ----------
Balance at December 31, 2003 $(49,528) $(3,898) $1,676,024
======== ======= ==========
The Notes to Consolidated Financial Statements are an integral part of these
statements.
64
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies
Description of Business
Omnicare, Inc. and its subsidiaries ("Omnicare" or the "Company") provide
geriatric pharmaceutical care and clinical research services. At December 31,
2003, Omnicare served long-term care facilities comprising approximately
1,003,000 beds in 47 states and the District of Columbia, making Omnicare the
nation's largest provider of professional pharmacy, related consulting and data
management services for skilled nursing, assisted living and other institutional
healthcare providers. The Company also provided clinical research services for
the pharmaceutical and biotechnology industries in 29 countries worldwide at
December 31, 2003.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Translation of Foreign Financial Statements
Assets and liabilities of the Company's foreign operations are translated at the
year-end rate of exchange, and the income statements are translated at the
average rate of exchange for the year. Gains or losses from translating foreign
currency financial statements are accumulated in a separate component of
stockholders' equity.
Cash Equivalents
Cash equivalents include all investments in highly liquid instruments with
original maturities of three months or less.
Restricted Cash
Restricted cash represents cash transferred to separate irrevocable trusts for
settlement of employee health and severance costs.
Fair Value of Financial Instruments
For cash and cash equivalents, restricted cash, accounts receivable and unbilled
receivables, the carrying value of these items approximates their fair value.
The fair value of restricted funds held in trust for settlement of the Company's
employee benefit obligations is based on quoted market prices of the investments
held by the trustee. For accounts payable, the carrying value approximates fair
value. The fair value of the Company's $750.0 million credit facility
approximates its carrying value, as the effective interest rate fluctuates with
changes in market rates. The fair value of the 8.125% senior subordinated notes,
6.125% senior subordinated notes
65
and 4.0% contingent convertible notes, respectively, was $409.7 million, $250.6
million and $439.9 million at December 31, 2003, as determined by quoted market
rates on that date. During 2003, the Company entered into an interest rate swap
agreement on all $250.0 million of its aggregate principal amount of the 6.125%
senior subordinated notes. The fair value of the interest rate swap agreement
reduced the carrying value of the 6.125% senior subordinated notes by $23.2
million as of December 31, 2003.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk
consist principally of interest-bearing cash and cash equivalents and accounts
receivable.
The Company is exposed to credit risk in the event of default by the financial
institutions or issuers of cash and cash equivalents to the extent recorded on
the balance sheet. At any given point in time, the Company has cash on deposit
with financial institutions, and cash invested in high quality short-term money
market funds and U.S. government-backed repurchase agreements, generally having
original maturities of three months or less, in order to minimize its credit
risk.
The Company establishes allowances for doubtful accounts based on historical
credit losses and specifically identified credit risks. Management reviews this
allowance on an ongoing basis for appropriateness, and such losses have been
within management's expectations. For the years ended December 31, 2003, 2002
and 2001, no single customer accounted for 10% or more of revenues. The Company
generally does not require collateral.
Approximately one-half of Omnicare's pharmacy services billings are directly
reimbursed by government-sponsored programs. These programs include state
Medicaid and, to a lesser extent, the federal Medicare programs. The remainder
of Omnicare's billings are paid or reimbursed by individual residents, long-term
care facilities and other third-party payors, including private insurers. A
portion of these revenues also is indirectly dependent on government programs.
The table below represents the Company's approximated payor mix for the last
three years:
2003 2002 2001
---- ---- ----
State Medicaid programs 47% 46% 44%
Private pay and long-term care facilities(a) 45% 44% 44%
Federal Medicare programs(b) 2% 2% 3%
Other private sources(c) 6% 8% 9%
--- --- ---
Totals 100% 100% 100%
=== === ===
(a) Includes payments from skilled nursing facilities on behalf of their
federal Medicare program-eligible residents.
(b) Includes direct billing for medical supplies.
(c) Includes the Company's contract research organization revenues.
66
Inventories
Inventories consist primarily of purchased pharmaceuticals and medical supplies
held for sale to customers and are stated at the lower of cost or market. Cost
is determined using the first-in, first-out ("FIFO") method.
Omnicare uses a periodic inventory system. Physical inventories are typically
performed on a monthly basis at all pharmacy sites, and in all cases at least
once a quarter. Cost of goods sold is recorded based on the actual results of
the physical inventory counts, and is estimated when a physical inventory is not
performed in a particular month. The Company evaluates various criteria in
developing estimated cost of goods sold during non-inventory months, including
the historical cost of goods sold trends based on prior physical inventory
results; a review of cost of goods sold information reflecting current customer
contract terms; and consideration and analysis of changes in customer base,
product mix, payor mix, state Medicaid and third-party insurance reimbursement
levels or other issues that may impact cost of goods sold. Actual cost of goods
sold has not varied significantly from estimated amounts in non-inventory
months.
Properties and Equipment
Properties and equipment are stated at cost less accumulated depreciation.
Expenditures for maintenance, repairs, renewals and betterments that do not
materially prolong the useful lives of the assets are charged to expense as
incurred. Depreciation of properties and equipment is computed using the
straight-line method over the estimated useful lives of the assets, which range
from five to 10 years for computer equipment and software, machinery and
equipment, and furniture and fixtures. Buildings and building improvements are
depreciated over 40 years, and leasehold improvements are amortized over the
lesser of the lease terms or their useful lives. The Company capitalizes
certain costs that are directly associated with the development of internally
developed software, representing the historical cost of these assets. Once the
software is completed and placed into service, such costs are amortized over the
estimated useful lives, ranging from five to 10 years.
Leases
Leases that substantially transfer all of the benefits and risks of ownership of
property to Omnicare or otherwise meet the criteria for capitalization under
U.S. Generally Accepted Accounting Principles ("U.S. GAAP") are accounted for as
capital leases. An asset is recorded at the time a capital lease is entered into
together with its related long-term obligation to reflect its purchase and
financing. Property and equipment recorded under capital leases are depreciated
on the same basis as previously described. Rental payments under operating
leases are expensed as incurred.
Valuation of Long-Lived Assets
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," long-lived
assets such as property and equipment, software (acquired and
internally developed) and investments are
67
reviewed for impairment when events or changes in circumstances indicate that
the carrying amount of the assets may not be recoverable. An impairment loss
would be recognized when estimated future undiscounted cash flows expected to
result from the use of the asset and its eventual disposition are less than its
carrying amount.
Goodwill, Intangibles and Other Assets
Intangible assets are comprised primarily of goodwill, customer relationship
assets, noncompete agreements and technology assets, all originating from
business combinations accounted for as purchase transactions. Effective January
1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142"). In accordance with SFAS 142, goodwill is no longer
amortized but is instead reviewed for impairment at least annually and upon the
occurrence of an event that indicates impairment may have occurred. Intangible
assets that will continue to be amortized under SFAS 142 are amortized using the
straight-line method over their useful lives, ranging from three to 13 years.
Debt issuance costs are included in other assets and are amortized using the
effective interest method over the life of the related debt.
Insurance Accruals
The Company is self-insured for certain health, property and casualty insurance
claims, with a stop-loss umbrella policy to limit the maximum potential
liability for both individual and aggregate claims for a plan year. Claims are
paid as they are submitted to the respective plan administrators. The Company
records monthly expense for the self-insurance plans in its financial statements
for incurred claims, based on historical claims experience and input from
third-party insurance professionals in order to determine the appropriate
accrual level. The accrual gives consideration to claims that have been incurred
but not yet paid and/or reported to the plan administrator. The Company
establishes the accruals based on the historical claim lag periods and current
payment trends for insurance claims.
Revenue Recognition
Pharmacy Services
Revenue is recognized when products or services are delivered or provided to the
customer. A significant portion of the Company's revenues from sales of
pharmaceutical and medical products is reimbursable from state Medicaid and, to
a lesser extent, the federal Medicare programs. The Company monitors its
revenues and receivables from these reimbursement sources, as well as other
third-party insurance payors, and records an estimated contractual allowance for
certain sales and receivable balances. Accordingly, the total net sales and
receivables reported in the Company's financial statements are recorded at the
amount ultimately expected to be received from these payors. Contractual
allowances are adjusted to actual as cash is received and claims are settled.
The Company evaluates several criteria in developing the estimated contractual
allowances on a monthly basis, including historical trends based on actual
claims paid, current contract and reimbursement terms, and changes in customer
base and payor/product mix.
68
Contract Research Services
A portion of the Company's revenues are earned by performing services under
contracts with various pharmaceutical, biotechnology, medical device and
diagnostics companies, based on contract terms. Most of the contracts provide
for services to be performed on a units of service basis. These contracts
specifically identify the units of service and unit pricing. Under these
contracts, revenue is generally recognized upon completion of the units of
service, unless the units of service are performed over an extended period of
time. For extended units of service, revenue is recognized based on labor hours
expended as a percentage of total labor hours expected to be expended. For
time-and-materials contracts, revenue is recognized at contractual hourly rates,
and for fixed-price contracts, revenue is recognized using a method similar to
that used for extended units of service. The Company's contracts provide for
additional service fees for scope of work changes. The Company recognizes
revenue related to these scope changes when underlying services are performed
and realization is assured. In a number of cases, clients are required to make
termination payments in addition to payments for services already rendered. Any
anticipated losses resulting from contract performance are charged to earnings
in the period identified. Billings and payments are specified in each contract.
Revenue recognized in excess of billings is classified as unbilled receivables,
while billings in excess of revenue are classified as deferred revenue on the
accompanying consolidated balance sheets. In accordance with Emerging Issues
Task Force ("EITF") Issue No. 01-14, "Income Statement Characterization of
Reimbursements Received for `Out-of-Pocket' Expenses Incurred" ("EITF No.
01-14"), the Company has recorded reimbursements received for "out-of-pocket"
expenses on a grossed-up basis in the income statement as revenues and expenses.
Stock-Based Employee Compensation
At December 31, 2003, the Company had three stock-based employee compensation
plans, which are described more fully in Note 8 of the Notes to Consolidated
Financial Statements. As permitted under U.S. GAAP, the Company accounts for
these plans under the recognition and measurement principles of Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"), and related Interpretations. No stock-based employee
compensation cost for stock options is reflected in net income, as all options
granted under the plans had an exercise price equal to or greater than the
market value of the underlying common stock on the date of grant.
69
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of SFAS No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123"), for stock options
(in thousands, except per share data):
For the years ended December 31,
2003 2002 2001
--------------------------------
Net income, as reported $194,368 $125,906 $74,271
Add: Stock-based employee compensation
expense included in reported net income,
net of related tax effects 6,147 5,949 3,778
Deduct: Total stock-based employee
compensation expense determined under
fair value based method, net of related
tax effects (15,149) (13,784) (7,306)
-------- -------- -------
Pro forma net income $185,366 $118,071 $70,743
======== ======== =======
Earnings per share:
Basic - as reported $ 1.97 $ 1.34 $ 0.80
======== ======== =======
Basic - pro forma $ 1.88 $ 1.25 $ 0.76
======== ======== =======
Diluted - as reported $ 1.93 $ 1.33 $ 0.79
======== ======== =======
Diluted - pro forma $ 1.84 $ 1.24 $ 0.75
======== ======== =======
The fair value of each option at the grant date is estimated using the
Black-Scholes option-pricing model, with the following weighted average
assumptions used for grants in 2003, 2002 and 2001:
2003 2002 2001
------ ------ ------
Volatility 59% 63% 64%
Risk-free interest rate 3.4% 3.1% 3.75%
Dividend yield 0.2% 0.4% 0.4%
Expected term of options (in years) 5.1 5.5 4.9
Weighted average fair value per option $17.97 $14.80 $10.97
The above pro forma information is based on the circumstances and assumptions in
effect for each of the respective periods and, therefore, is not necessarily
representative of the actual effect of SFAS 123 on net income or earnings per
share in future years.
Income Taxes
The Company accounts for income taxes using the asset and liability method under
which deferred income taxes are recognized for the tax consequences of temporary
differences by applying enacted statutory tax rates to differences between the
tax bases of assets and liabilities and their reported amounts in the
consolidated financial statements.
70
Comprehensive Income
The accumulated aftertax other comprehensive income (loss) adjustments at
December 31, 2003 and 2002, net of aggregate applicable tax benefits of $3.2
million and $1.0 million, respectively, by component and in the aggregate,
follow (in thousands):
December 31,
2003 2002
-----------------
Cumulative foreign currency translation adjustments $ 1,311 $(2,571)
Unrealized appreciation in fair value of investments 1,080 1,975
Equity adjustment for minimum pension liability (6,289) (3,571)
------- -------
Total accumulated other comprehensive loss adjustments, net $(3,898) $(4,167)
======= =======
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements, the reported
amounts of revenues and expenses during the reporting periods, and amounts
reported in the accompanying notes. Significant estimates underlying the
accompanying consolidated financial statements include the allowance for
doubtful accounts; the net carrying value of inventories; the goodwill
impairment assessment; accruals pursuant to the Company's restructuring
initiatives; employee benefit plan assumptions and reserves; current and
deferred income tax assets, liabilities and provisions; and various other
operating allowances and accruals (including health, property and casualty
insurance accruals). Actual results could differ from those estimates depending
upon certain risks and uncertainties.
Potential risks and uncertainties, many of which are beyond the control of
Omnicare, include, but are not necessarily limited to, such factors as overall
economic, financial and business conditions; delays and reductions in
reimbursement by the government and other payors to Omnicare and/or its
customers; the overall financial condition of Omnicare's customers; the effect
of new government regulations, executive orders and/or legislative initiatives,
including those relating to reimbursement and drug pricing policies and changes
in the interpretation and application of such policies; efforts by payors to
control costs; the outcome of litigation; other contingent liabilities; loss or
delay of contracts pertaining to the Company's Contract Research Organization
("CRO" or "CRO Services") segment for regulatory or other reasons; currency
fluctuations between the U.S. dollar and other currencies; changes in interest
rates; changes in the valuation of the Company's financial instruments,
including the swap agreement and other derivative instruments; changes in tax
laws and regulations; access to capital and financing; the demand for Omnicare's
products and services; pricing and other competitive factors in the industry;
variations in costs or expenses; and changes in accounting rules and standards.
Recently Issued Accounting Standards
In December 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 132 (revised 2003), "Employers' Disclosures about Pensions and Other
Postretirement Benefits" ("SFAS 132"). This Statement includes new disclosure
requirements related to a company's
71
pensions. The annual disclosure provisions of SFAS 132 are effective for fiscal
years ending after December 15, 2003. The new interim disclosure provisions are
effective for the first interim period beginning after December 15, 2003. The
required disclosure provisions of SFAS 132 have been incorporated into the notes
to consolidated financial statements.
In December 2003, the FASB issued Interpretation No. 46 (revised December 2003),
"Consolidation of Variable Interest Entities" ("FIN 46-R"). The statement
clarifies some of the provisions of the initial FASB Interpretation No. 46 ("FIN
46"), issued in January 2003. FIN 46-R is effective for the Company for
financial statements initially issued after December 31, 2003. The adoption of
FIN 46 did not have, and FIN 46-R is not expected to have, a material impact on
the Company's consolidated financial position, results of operations or cash
flows.
In December 2003, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 104, "Revenue Recognition" ("SAB 104"), which supersedes
SAB 101, "Revenue Recognition in Financial Statements." SAB 104's primary
purpose is to rescind accounting guidance contained in SAB 101 related to
multiple element revenue arrangements, superseded as a result of the issuance
of EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables."
While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21,
the revenue recognition principles of SAB 101 remain largely unchanged by the
issuance of SAB 104. The guidance of EITF 00-21 was effective for revenue
arrangements entered into in fiscal periods beginning after June 15, 2003. The
adoption of SAB 104 did not have a material impact on the Company's consolidated
financial position, results of operations or cash flows.
Reclassifications
Certain reclassifications of prior-year amounts have been made to conform with
the current-year presentation.
Note 2 - Acquisitions
Since 1989, the Company has been involved in a program to acquire providers of
pharmaceutical products and related pharmacy management services and medical
supplies to long-term care facilities and their residents. The Company's
strategy has included the acquisition of freestanding institutional pharmacy
businesses as well as other assets, generally insignificant in size, which have
been combined with existing pharmacy operations to augment their internal
growth. From time to time the Company may acquire other businesses, such as
long-term care software companies, contract research organizations, pharmacy
consulting companies, specialty pharmacy companies and medical supply companies,
which complement the Company's core business. During the years ended December
31, 2003 and 2002, the Company completed two and one significant acquisitions,
respectively, all of which were institutional pharmacy businesses that were
accounted for using the purchase method. No acquisitions of businesses were
completed during the year ended December 31, 2001.
In accordance with U.S. GAAP, all business combinations entered into after July
1, 2001 are accounted for using the purchase method, which requires that the
purchase price paid for each
72
acquisition be allocated to the fair value of the assets acquired and
liabilities assumed. Purchase price allocations are subject to final
determination within one year after the acquisition date.
On July 15, 2003, Omnicare acquired the SunScript pharmacy services business
from Sun Healthcare Group, Inc. The acquisition, accounted for as a purchase
business combination, included cash consideration and transaction costs of
approximately $82 million. The Company funded the acquisition of SunScript from
existing cash balances. Up to an additional $15.0 million may become payable
post-closing, subject to adjustment. The Company is using an independent
valuation firm to assist with the completion of the purchase price allocation,
including the identification of goodwill and other identifiable intangible
assets.
At the time of the acquisition, SunScript provided pharmaceutical products and
related consulting services to skilled nursing and assisted living facilities
comprised of approximately 43,000 beds located in 19 states (excluding beds in
Sun Healthcare facilities that Sun Healthcare is divesting). SunScript served
these facilities through its network of 31 long-term care pharmacies. Omnicare
expects to achieve certain economies of scale and operational efficiencies from
the acquisition. The net assets and operating results of SunScript have been
included from the date of acquisition in the Company's financial statements.
The following table summarizes the estimated fair values of the net assets
acquired at the date of the SunScript acquisition (in thousands):
Current assets $ 34,699
Property and equipment 4,771
Noncurrent assets, including
intangible assets and goodwill 63,575
Current liabilities (21,331)
--------
Total net assets acquired $ 81,714
========
On January 15, 2003, Omnicare closed its $5.50 per share cash tender offer for
all of the issued and outstanding shares of Class A common stock and Class B
common stock of NCS HealthCare, Inc. ("NCS"). Omnicare accepted, on January 15,
2003, all validly tendered shares for payment (totaling 17,510,126 shares of
Class A common stock, representing approximately 94% of the then-outstanding
Class A common stock, and 5,038,996 shares of Class B common stock, representing
100% of the then-outstanding Class B common stock). Omnicare subsequently
acquired the remaining shares of Class A common stock of NCS.
The acquisition of NCS, accounted for as a purchase business combination,
included cash consideration and transaction costs of approximately $500 million.
The cash consideration included the payoff of certain NCS debt totaling
approximately $325.5 million, which was retired by Omnicare immediately
following the acquisition. The Company initially financed the acquisition with
available cash, working capital and borrowings under its three-year, $500.0
million revolving credit facility. The Company later refinanced the borrowings
under its three-year, $500.0 million revolving credit facility, as described
further in Note 7 of the Notes to Consolidated Financial Statements.
73
At the time of the acquisition, NCS provided professional pharmacy and related
services to long-term care facilities, including skilled nursing and assisted
living facilities in 33 states and managed hospital pharmacies in 10 states. NCS
added approximately 182,000 beds served in the first quarter of 2003. In
addition to broadening its geographic reach, Omnicare achieved certain economies
of scale and operational efficiencies from the acquisition. The net assets and
operating results of NCS have been included from the date of acquisition in the
Company's financial statements. The Company has completed its purchase price
allocation, including the identification of goodwill, deferred tax assets, and
other intangible assets based on an appraisal performed by an independent
valuation firm.
The following table summarizes the fair values of the net assets acquired at the
date of the NCS acquisition (in thousands):
Current assets $ 95,845
Deferred tax assets 108,921
Property and equipment 18,275
Intangible assets 53,906
Goodwill 366,916
Other assets 9,650
Current liabilities (130,336)
Other liabilities (23,636)
---------
Total net assets acquired $ 499,541
=========
In connection with the purchase of NCS, the Company acquired amortizable
intangible assets comprised of customer relationship, developed technology and
non-compete agreement assets totaling $46.2 million, $6.0 million and $1.7
million, respectively. Amortization periods for customer relationship, developed
technology and non-compete agreement assets are 13.0 years, 8.0 years and 3.0
years, respectively, and 12.3 years on a weighted-average basis. The Company has
also recorded goodwill totaling approximately $367 million (of which
approximately $280 million is tax deductible) in connection with the
acquisition. Further discussion of goodwill and other intangible assets is
included in Note 5 of the Notes to Consolidated Financial Statements.
On January 7, 2002, Omnicare completed the acquisition of the assets comprising
the pharmaceutical business of American Pharmaceutical Services, Inc. and
related entities (collectively, "APS"). The acquisition, accounted for as a
purchase business combination, included cash consideration and transaction costs
which aggregated approximately $132 million (including an adjustment based on
the closing balance sheet review and $18.0 million in deferred payments made in
2003, satisfying all future contingent payments under the acquisition
agreement).
At the time of the acquisition, APS provided professional pharmacy-related
consulting services to approximately 60,000 residents of skilled nursing and
assisted living facilities through its network of 32 pharmacies in 15 states, as
well as respiratory and Medicare Part B services for residents of long-term care
facilities. With the acquisition, Omnicare has achieved certain economies of
scale and operational efficiencies, as well as expanded its geographic reach.
74
The following table summarizes the fair values of the net assets acquired at the
date of the APS acquisition (in thousands):
Current assets $ 40,934
Property and equipment 8,358
Intangible assets 4,400
Goodwill 78,072
--------
Total net assets acquired $131,764
========
In connection with the purchase of APS, the Company acquired amortizable
intangible assets comprised of customer relationship and non-compete agreement
assets totaling $3.1 million and $1.3 million, respectively. Amortization
periods for the customer relationship and non-compete agreement assets are 4.7
years and 10.0 years, respectively, and 6.3 years on a weighted-average basis.
The Company has also recorded goodwill totaling approximately $78 million (all
of which is tax deductible) in connection with the acquisition. Further
discussion of goodwill and other intangible assets is included in Note 5 of the
Notes to Consolidated Financial Statements.
Pro forma information for NCS and SunScript is not presented for the year ended
December 31, 2003, as the results of NCS are included in those of the Company
from the closing date of January 15, 2003, and the difference from the beginning
of the period is not significant, and the impact of SunScript is not presented
due to the lack of significance on the pro forma combined results.
Unaudited pro forma combined results of operations of the Company, NCS and
SunScript for the year ended December 31, 2002, are presented below. Such pro
forma presentation has been prepared assuming that the NCS and SunScript
acquisitions had been made as of January 1, 2002. Pro forma information for APS
is not presented for the year ended December 31, 2002, as the results of APS are
included in those of the Company from the closing date of January 7, 2002, and
the difference from the beginning of the period is not significant.
The unaudited pro forma combined financial information follows (in thousands,
except per share data):
For the year ended
December 31, 2002
------------------
Net sales $3,444,463
Net income $ 103,208
Earnings per share:
Basic $ 1.10
Diluted $ 1.09
Warrants outstanding as of December 31, 2003, issued in connection with
acquisitions, represent the right to purchase 1.8 million shares of Omnicare
common stock. These warrants can be
75
exercised at any time through 2006 at prices ranging from $29.70 to $48.00 per
share. There were no warrants to purchase shares of common stock exercised in
2003.
The purchase agreements for acquisitions generally include clauses whereby the
seller will or may be paid additional consideration at a future date depending
on the passage of time and/or whether certain future events occur. The
agreements also include provisions containing a number of representations and
covenants by the seller and provide that if those representations are found not
to have been true or if those covenants are violated, Omnicare may offset any
payments required to be made at a future date against any claims it may have
under indemnity provisions in the related agreement. There are no significant
anticipated future offsets against acquisition-related payables and/or
contingencies under indemnity provisions as of December 31, 2003 and 2002.
Amounts contingently payable through 2006, primarily representing payments
originating from earnout provisions, total approximately $31.1 million as of
December 31, 2003 and, if paid, will be recorded as additional purchase price,
serving to increase goodwill in the period in which the contingencies are
resolved and payment is made. The amount of cash paid for acquisitions of
businesses in the Consolidated Statements of Cash Flows represents acquisition-
related payments made in each of the years of acquisition, as well as
acquisition-related payments made during each of the years pursuant to
acquisition transactions entered into in prior years.
Note 3 - Cash and Cash Equivalents
A summary of cash and cash equivalents follows (in thousands):
December 31,
2003 2002
-------------------
Cash (including restricted cash) $ 75,376 $ 58,751
Money market funds -- 20,334
U.S. government-backed repurchase agreements 112,751 61,998
-------- --------
$188,127 $141,083
======== ========
Repurchase agreements represent investments in U.S. government-backed securities
(treasury issues and government agency issues at December 31, 2003 and 2002,
respectively) under agreements to resell the securities to the counterparty.
The term of the agreement usually spans overnight, but in no case is longer than
30 days. The Company has a collateralized interest in the underlying securities
of repurchase agreements, which are segregated in the accounts of the bank
counterparty.
76
Note 4 - Properties and Equipment
A summary of properties and equipment follows (in thousands):
December 31,
2003 2002
---------------------
Land $ 1,624 $ 1,553
Buildings and building improvements 7,526 5,256
Computer equipment and software 189,367 172,605
Machinery and equipment 86,780 79,804
Furniture, fixtures and leasehold improvements 63,508 58,560
--------- ---------
348,805 317,778
Accumulated depreciation (200,498) (177,870)
--------- ---------
$ 148,307 $ 139,908
========= =========
Note 5 - Goodwill and Other Intangible Assets
In accordance with SFAS 142, the Company discontinued the amortization of
goodwill effective January 1, 2002. A reconciliation of the previously reported
net income and earnings per share adjusted for the exclusion of goodwill
amortization, net of tax, follows (in thousands, except per share data):
For the year ended
December 31, 2001
------------------
Net income, as reported $74,271
Goodwill amortization, net of tax 20,583
-------
Adjusted net income $94,854
=======
Basic earnings per share:
Net income, as reported $ 0.80
Goodwill amortization, net of tax 0.22
-------
Adjusted net income $ 1.02
=======
Diluted earnings per share:
Net income, as reported $ 0.79
Goodwill amortization, net of tax 0.22
-------
Adjusted net income $ 1.01
=======
During the third quarters of 2003 and 2002, the Company completed its annual
goodwill impairment assessment based on an evaluation of estimated future cash
flows and determined that goodwill was not impaired.
77
Changes in the carrying amount of goodwill for the years ended December 31, 2002
and 2003, by business segment, are as follows (in thousands):
Pharmacy CRO
Services Services Total
---------- -------- ----------
Balance as of January 1, 2002 $1,085,938 $37,862 $1,123,800
Goodwill acquired in the year
ended December 31, 2002 61,272 -- 61,272
Other 2,729 1,106 3,835
---------- ------- ----------
Balance as of December 31, 2002 1,149,939 38,968 1,188,907
Goodwill acquired in the year
ended December 31, 2003 473,160 -- 473,160
Other 26,505 1,986 28,491
---------- ------- ----------
Balance as of December 31, 2003 $1,649,604 $40,954 $1,690,558
========== ======= ==========
The "Other" caption above includes the settlement of acquisition matters
relating to prior-year acquisitions (including payments pursuant to acquisition
agreements such as deferred payments, indemnification payments and payments
originating from earnout provisions), as well as the effect of adjustments due
to foreign currency translations, which relate solely to CRO Services.
The table below presents the Company's other intangible assets at December 31,
2003 and 2002, all of which are subject to amortization (in thousands):
December 31, 2003
----------------------------------
Gross Net
Carrying Accumulated Carrying
Amount Amortization Amount
-------- ------------ --------
Customer relationship assets $49,382 $ (4,711) $44,671
Non-compete agreements 11,357 (8,159) 3,198
Technology assets 5,990 (719) 5,271
Other 378 (247) 131
------- -------- -------
Total $67,107 $(13,836) $53,271
======= ======== =======
December 31, 2002
----------------------------------
Gross Net
Carrying Accumulated Carrying
Amount Amortization Amount
-------- ------------ --------
Customer relationship assets $ 3,100 $ (660) $2,440
Non-compete agreements 10,106 (6,500) 3,606
Other 373 (230) 143
------- ------- ------
Total $13,579 $(7,390) $6,189
======= ======= ======
Pretax amortization expense related to intangible assets was $6.4 million, $1.5
million and $1.2 million for the years ended December 31, 2003, 2002 and 2001,
respectively.
78
Estimated annual amortization expense for intangible assets subject to
amortization at December 31, 2003 for the next five fiscal years is as follows
(in thousands):
Year Ended Amortization
December 31, Expense
- ------------ ------------
2004 $6,292
2005 5,510
2006 5,101
2007 4,661
2008 4,661
Note 6 - Leasing Arrangements
The Company has operating leases that cover various operating and administrative
facilities and certain operating equipment. In most cases, the Company expects
that these leases will be renewed or replaced by other leases in the normal
course of business. There are no significant contingent rentals in the Company's
operating leases.
The following is a schedule of future minimum rental payments required under
operating leases that have initial or remaining noncancellable terms in excess
of one year as of December 31, 2003 (in thousands):
2004 $ 26,950
2005 22,997
2006 19,222
2007 14,766
2008 10,616
Later years 16,669
--------
Total minimum payments required $111,220
========
Total rent expense under operating leases for the years ended December 31, 2003,
2002 and 2001 were $37.5 million, $31.8 million and $27.1 million, respectively.
79
Note 7 - Long-Term Debt
A summary of long-term debt follows (in thousands):
December 31,
2003 2002
---------------------
Term A loan, due in installments through 2007 $ 155,897 $ --
5.0% convertible subordinated debentures, due 2007 -- 345,000
8.125% senior subordinated notes, due 2011 375,000 375,000
6.125% senior subordinated notes, due 2013 250,000 --
4.0% contingent convertible notes, due 2033 345,000 --
Capitalized lease obligations 667 297
---------- --------
1,126,564 720,297
Less interest rate swap agreement (23,178) --
Less current portion (20,709) (110)
---------- --------
Total long-term debt $1,082,677 $720,187
========== ========
The following is a schedule of required long-term debt payments due during each
of the next five years and thereafter, as of December 31, 2003 (in thousands):
2004 $ 20,709
2005 24,763
2006 45,201
2007 65,685
2008 45
Later years 970,161
----------
$1,126,564
==========
Total interest payments made for the years ended December 31, 2003, 2002 and
2001 were $71.4 million (which includes the $8.9 million call premium related to
the early redemption of the Company's 5.0% convertible subordinated debentures,
as discussed below), $51.8 million and $44.1 million, respectively. As of
December 31, 2003, the Company had approximately $10.5 million outstanding
relating to standby letters of credit, substantially all of which are subject
to automatic annual renewals.
As discussed further below, during the second quarter of 2003, the Company
completed its offering of $250.0 million aggregate principal amount of 6.125%
senior subordinated notes due 2013 ("6.125% Senior Notes"), issued at par, and
6,468,750 shares of common stock, $1 par value, at $29.16 per share, for gross
proceeds of $189 million, and the offering, through Omnicare Capital Trust I, a
statutory trust formed by the Company (the "Trust"), of $345 million aggregate
principal amount of convertible trust preferred securities due 2033 ("trust
PIERS" or "Preferred Income Equity Redeemable Securities").
80
Revolving Credit Facilities and Term A Loan
In early 2001, the Company entered into a three-year syndicated $500.0 million
revolving line of credit facility (the "Revolving Credit Facility"), including a
$25.0 million letter of credit subfacility, with various lenders. The three-year
Revolving Credit Facility had no outstanding loans as of December 31, 2002. In
January 2003, the Company borrowed $499.0 million under the Revolving Credit
Facility to finance its acquisition of NCS (see Note 2 of the Notes to
Consolidated Financial Statements).
In connection with the 2003 financings (described above), the Company entered
into a new, four-year $750.0 million credit facility ("Credit Facility"),
consisting of a $250 million term A loan commitment and a $500 million revolving
credit commitment. The new Credit Facility bears interest at the Company's
option at a rate equal to either: (i) the London Interbank Offered Rate
("LIBOR") plus a margin that varies depending on certain ratings on the
Company's senior long-term debt; or (ii) the higher of (a) the prime rate or (b)
the sum of the federal funds effective rate plus 0.50%. Additionally, the
Company is charged a commitment fee on the unused portion of the revolving
credit portion of the Credit Facility, which also varies depending on such
ratings. At December 31, 2003, the interest rate was LIBOR plus 1.375% and the
commitment fee was 0.375%. There is no utilization fee associated with the
Credit Facility. The Credit Facility agreement contains financial covenants,
which include a fixed charge coverage ratio and minimum consolidated net worth
levels as well as certain representations and warranties, affirmative and
negative covenants, and events of default customary for such a facility. The
Company was in compliance with these covenants as of December 31, 2003.
The Company used the net proceeds from the 6.125% Senior Notes offering and
borrowings of $250.0 million under the term A loan portion of the new Credit
Facility to repay the balance of the Company's existing Revolving Credit
Facility of $474 million, with remaining proceeds being used for general
corporate purposes. The Company paid down $94.1 million on the term A loan
during 2003. The $155.9 million outstanding at December 31, 2003 under the
term A loan is due in quarterly installments, in varying amounts, through 2007,
with approximately $20.5 million due within one year. There are no amounts
outstanding as of December 31, 2003 under the revolving credit commitment of the
Credit Facility.
Upon the issuance of the Credit Facility, the Company had deferred debt issuance
costs of $9.6 million. During 2003, 2002 and 2001, respectively, the Company
amortized approximately $2.1 million, $2.0 million and $1.9 million of deferred
debt issuance costs related to its revolving credit facilities.
5.0% Convertible Subordinated Debentures
In December 1997, the Company issued $345.0 million of 5.0% convertible
subordinated debentures due 2007 ("5% Convertible Debentures"). In connection
with the issuance of the 5% Convertible Debentures, the Company deferred $8.5
million in debt issuance costs, of which approximately $0.4 million was
amortized in the year ended December 31, 2003, and approximately $0.9 million
was amortized in each of the two years ended December 31, 2002.
The Company used a portion of the net proceeds from the common stock offering
and the net proceeds from the trust PIERS offering to redeem the entire
outstanding $345 million aggregate
81
principal amount of the Company's 5% Convertible Debentures, with remaining
proceeds being used for general corporate purposes. The total redemption price,
including the call premium, was approximately $353.9 million. Accordingly, a
$12.7 million pretax charge ($7.9 million aftertax, or $0.08 per diluted share)
was recognized in interest expense during the year ended December 31, 2003 for
the call premium and the write-off of remaining unamortized debt issuance costs
associated with the redemption of the 5% Convertible Debentures.
8.125% Senior Subordinated Notes
Concurrent with the issuance of the 2001 Revolving Credit Facility, the Company
completed the issuance, at par value, of $375.0 million of 8.125% senior
subordinated notes due 2011 ("8.125% Senior Notes"). In connection with the
issuance of the 8.125% Senior Notes, the Company deferred $11.1 million in debt
issuance costs, of which approximately $1.1 million was amortized in each of the
two years ended December 31, 2003, and $0.8 million was amortized in 2001. The
8.125% Senior Notes contain certain affirmative and negative covenants and
events of default customary for such instruments. The 8.125% Senior Notes were
subsequently exchanged for replacement notes with identical terms, which were
registered with the Securities and Exchange Commission.
6.125% Senior Subordinated Notes
As described above, the Company completed, during the second quarter of 2003,
its offering of $250.0 million of 6.125% Senior Notes due 2013. In connection
with the issuance of the 6.125% Senior Notes, the Company deferred $6.6 million
in debt issuance costs, of which approximately $0.4 million was amortized during
2003. The 6.125% Senior Notes contain certain affirmative and negative covenants
and events of default customary for such instruments.
During the second quarter of 2003, the Company entered into an interest rate
swap agreement ("Swap Agreement") on all $250.0 million of its aggregate
principal amount of the 6.125% Senior Notes. Under the Swap Agreement, which
hedges against exposure to long-term U.S. dollar interest rates, the Company
will receive a fixed rate of 6.125% and pay a floating rate based on LIBOR with
a maturity of six months plus a spread of 2.27%. The floating rate is determined
semi-annually, in arrears, two London Banking Days prior to the first of each
December and June, commencing December 1, 2003. The Company records interest
expense on the 6.125% Senior Notes at the floating rate. The estimated
LIBOR-based floating rate was 3.50% at December 31, 2003. The Swap Agreement,
which matches the terms of the 6.125% Senior Notes, is designated and accounted
for as a fair value hedge. The Company is accounting for the Swap Agreement in
accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended, so changes in fair value of the Swap Agreement are
offset by changes in the recorded carrying value of the related 6.125% Senior
Notes. The fair value of the Swap Agreement is recorded as a noncurrent
liability and reduced the carrying value of the related 6.125% Senior Notes by
approximately $23.2 million as of December 31, 2003.
4.0% Contingent Convertible Notes
In connection with the offering of the trust PIERS in the second quarter of
2003, the Company issued a corresponding amount of contingent convertible notes
due 2033 to the Trust. The Trust is a 100%-owned finance subsidiary of the
Company. The Company has fully and unconditionally guaranteed the securities of
the Trust. The trust PIERS offer fixed cash
82
distributions at a rate of 4.0% per annum payable quarterly, and a fixed
conversion price of $40.82 under a contingent conversion feature whereby the
holders may convert their trust PIERS if the closing sales price of Omnicare
common stock for a predetermined period, beginning with the quarter ending
September 30, 2003, is more than 130% of the then-applicable conversion price
or, during a predetermined period, if the daily average of the trading prices
for the trust PIERS is less than 105% of the average of the conversion values
for the trust PIERS through 2028 (98% for any period thereafter through
maturity). The trust PIERS also will pay contingent distributions, commencing
with the quarterly distribution period beginning June 15, 2009, if the average
trading prices of the trust PIERS for a predetermined period equals 115% or more
of the stated liquidation amount of the trust PIERS. Embedded in the trust PIERS
are two derivative instruments, specifically, a contingent interest provision
and a contingent conversion parity provision. The embedded derivatives are
periodically valued by a third-party advisor, and at December 31, 2003, the
values of both derivatives were not material. However, the values are subject to
change, based on market conditions, which could affect the Company's future
results of operations. Omnicare irrevocably and unconditionally guarantees, on a
subordinated basis, certain payments to be made by the Trust in connection with
the trust PIERS. In connection with the issuance of the 4% Contingent
Convertible Notes, the Company deferred $10.8 million in debt issuance costs, of
which approximately $0.2 million was amortized in the year ended December 31,
2003.
Note 8 - Stock Incentive Plans
At December 31, 2003, the Company had three stock incentive plans under which it
may grant stock-based incentives to key employees. Under these plans, stock
options generally become exercisable beginning one year following the date of
grant and vest in four equal annual installments of 25%, or become exercisable
beginning four years following the date of grant and vest in one installment of
100%.
Under the 1992 Long-Term Stock Incentive Plan, the Company may grant stock
awards, stock appreciation rights and stock options at not less than the fair
market value of the Company's common stock on the date of grant. As of December
31, 2003, approximately 0.7 million shares were available for grant under this
plan.
During 1995, the Company's Board of Directors and stockholders approved the 1995
Premium-Priced Stock Option Plan, providing options to purchase 2.5 million
shares of Company common stock available for grant at an exercise price of 125%
of the stock's fair market value at the date of grant. As of December 31, 2003,
an insignificant amount of shares were available for grant under this plan.
During 1998, the Company's Board of Directors approved the 1998 Long-Term
Employee Incentive Plan (the "1998 Plan"), under which the Company was
authorized to grant stock-based incentives to a broad base of employees
(excluding executive officers and directors of the Company) in an amount
initially aggregating up to 1.0 million shares of Company common stock for
non-qualified options, stock awards and stock appreciation rights. In March 2000
and November 2002, the Company's Board of Directors amended the 1998 Plan to
increase the
83
shares available for granting to 3.5 million and 6.3 million, respectively. As
of December 31, 2003, approximately 2.8 million shares were available for grant
under this plan.
The Company also has a Director Stock Plan, which allows for stock options and
stock awards to be granted to certain non-employee directors. As of December 31,
2003, approximately 0.1 million shares were available for grant under this plan.
Summary information for stock options is presented below (in thousands, except
exercise price data):
2003 2002 2001
- --------------------------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
- --------------------------------------------------------------------------------------------------
Options outstanding, beginning of year 9,508 $20.78 7,913 $19.31 7,796 $18.06
Options granted 816 39.78 2,074 26.38 1,760 19.98
Options exercised (2,208) 15.85 (230) 15.30 (1,429) 11.79
Options forfeited (118) 23.37 (249) 25.47 (214) 22.35
- --------------------------------------------------------------------------------------------------
Options outstanding, end of year 7,998 $24.03 9,508 $20.78 7,913 $19.31
- --------------------------------------------------------------------------------------------------
Options exercisable, end of year 4,379 $21.85 4,518 $20.45 3,082 $21.80
- --------------------------------------------------------------------------------------------------
The following summarizes information about stock options outstanding and
exercisable as of December 31, 2003 (in thousands, except exercise price and
remaining life data):
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- ------------------------------------------------------------- -------------------------
Weighted
Number Average Weighted Number Weighted
Outstanding at Remaining Average Exercisable at Average
Range of December 31, Contractual Exercise December 31, Exercise
Exercise Prices 2003 Life (in years) Price 2003 Price
- ------------------------------------------------------------- -------------------------
$ 4.11-$12.34 311 5.5 $11.97 259 $12.27
12.35- 15.42 1,420 5.5 15.42 1,420 15.42
15.43- 18.32 891 6.4 16.57 529 16.57
18.33- 24.86 1,646 7.8 20.14 602 19.99
24.87- 35.00 2,344 7.2 27.36 902 27.86
35.01- 55.08 1,386 7.3 39.34 667 37.03
- -----------------------------------------------------------------------------------------
$ 4.11-$55.08 7,998 6.9 $24.03 4,379 $21.85
- -----------------------------------------------------------------------------------------
Nonvested stock awards that are granted to key employees at the discretion of
the Compensation and Incentive Committee of the Board of Directors are
restricted as to the transfer of ownership and generally vest over a seven-year
period, with a greater proportion vesting in the latter years. Unrestricted
stock awards are granted annually to all members of the Board of Directors, and
non-employee directors also receive nonvested stock awards that generally vest
on the third
84
anniversary of the date of grant. The fair value of a stock award is equal to
the fair market value of a share of Company stock at the grant date.
Summary information relating to stock award grants is presented below:
For the years ended December 31,
2003 2002 2001
--------------------------------
Nonvested shares 861,183 538,529 512,364
Unrestricted shares 4,000 4,800 4,800
Weighted average grant date fair value $ 30.97 $ 21.32 $ 20.35
When granted, the cost of nonvested stock awards is deferred and amortized over
the vesting period. Unrestricted stock awards are expensed during the year
granted. During 2003, 2002 and 2001, the amount of compensation expense related
to stock awards was $6.1 million, $5.9 million and $3.8 million, respectively.
Note 9 - Employee Benefit Plans
The Company has various defined contribution savings plans under which eligible
employees can participate by contributing a portion of their salary for
investment, at the direction of each employee, in one or more investment funds.
Several of the plans were adopted in connection with certain of the Company's
acquisitions. The plans are primarily tax-deferred arrangements pursuant to
Internal Revenue Code ("IRC") Section 401(k) and are subject to the provisions
of the Employee Retirement Income Security Act ("ERISA"). The Company matches
employee contributions in varying degrees (either in shares of the Company's
common stock or cash, in accordance with the applicable plan provisions) based
on the contribution levels of the employees, as specified in the respective plan
documents. Expense relating to the Company's defined contribution plans for the
years ended December 31, 2003, 2002 and 2001 was $3.9 million, $3.8 million and
$3.9 million, respectively.
The Company has a non-contributory, defined benefit pension plan covering
certain corporate headquarters employees and the employees of several companies
sold by the Company in 1992, for which benefits ceased accruing upon the sale
(the "Qualified Plan"). Benefits accruing under this plan to corporate
headquarters employees were fully vested and frozen as of January 1, 1994.
Obligations under the plan of $3.1 million were fully funded at December 31,
2003.
The Company also has an excess benefit plan which provides retirement payments
to participants in amounts consistent with what they would have received under
the Qualified Plan if payments to them under the Qualified Plan were not limited
by the IRC and other restrictions. Retirement benefits are based primarily on an
employee's years of service and compensation near retirement and are calculated
on a basis consistent with the Qualified Plan. The Company has established rabbi
trusts, which are invested primarily in a mutual fund holding U.S. Treasury
obligations, to provide for obligations under the excess benefit plan. The
Company's policy is to fund pension costs in accordance with the funding
provisions of ERISA. Expense relating to the Company's excess benefit plan
totaled $4.0 million for each of the years ended December 31, 2003 and
85
2002. Expense relating to the Company's excess benefit plan totaled $3.2 million
for the year ended December 31, 2001.
The Company uses a December 31 measurement date for the Qualified Plan and the
excess benefit plan.
Actuarial assumptions used to calculate the benefit obligations and expenses
include the following:
-------------------
2003 2002 2001
-------------------
Discount rate used for benefit obligations 6.00% 6.75% 7.25%
Discount rate used for benefit expenses 6.75% 7.25% 7.75%
Expected long-term rate of return on assets 8.00% 8.00% 8.00%
Rate of increase in compensation levels 6.00% 6.00% 6.00%
The expected long-term rate of return on assets was estimated based on the
historical long-term rate of return on intermediate-term U.S. Government
securities.
The aggregate assets invested for settlement of the Company's pension
obligations, including rabbi trust assets, ("plan assets") as of December 31,
2003 and 2002 are greater than the aggregate Accumulated Benefit Obligation
("ABO") by $2.9 million and $3.2 million, respectively. Since rabbi trust assets
do not serve to offset the Company's pension obligation in accordance with U.S.
GAAP, an additional minimum pension liability has been recorded, as a component
of other comprehensive income, for the difference between the ABO and the
recorded liability for the excess benefit plan. The plan assets as of December
31, 2003 and 2002 are less than the aggregate Projected Benefit Obligation
("PBO") by $5.4 million and $2.3 million, respectively (collectively referred to
as "net PBO"). The decrease in the net PBO from the prior year of $3.1 million
primarily relates to an increase in plan assets of $8.0 million, more than
offset by an actuarial loss of $5.7 million, interest expense (including the
change in the discount rate) of $4.6 million and service costs of $0.8 million.
Plan assets amounted to $33.1 million and $25.1 million at December 31, 2003 and
2002, respectively, and are held in Vanguard Intermediate Term Treasury Fund
Admiral Shares.
The Company's investment strategy generally targets investing in intermediate
U.S. Government securities, seeking a high level of interest income while
investing in intermediate-term U.S. Treasury bonds and other securities with an
average maturity of between five and 10 years.
The estimated aggregate contributions expected to be paid to the excess benefit
plan during the year ended December 31, 2004 total approximately $13 million.
In addition, the Company also has supplemental pension plans ("SPPs") in which
certain of its officers participate. Retirement benefits under the SPPs are
calculated on the basis of a specified percentage of the officers' covered
compensation, years of credited service and a vesting schedule, as specified in
the plan documents. Expense relating to the SPPs was $0.8 million in
86
each of the years ended December 31, 2003, 2002 and 2001. Obligations of the
SPPs of $3.0 million were fully funded at December 31, 2003.
In November 1999, the Company's Board of Directors adopted the Omnicare
StockPlus Program, a non-compensatory employee stock purchase plan (the "ESPP").
Under the ESPP, employees and non-employee directors of the Company who elect to
participate may contribute up to 6% of eligible compensation (or an amount not
to exceed $20,000 for non-employee directors) to purchase shares of the
Company's common stock. For each share of stock purchased, the participant also
receives two options to purchase additional shares of the Company's stock. The
options are subject to a four-year vesting period and are generally subject to
forfeiture in the event the related shares are not held by the participant for a
minimum of two years. The options have a 10-year life from the date of
issuance. Amounts contributed to the ESPP are used by the plan administrator to
purchase the Company's stock on the open market. Options awarded under the ESPP
are issued out of the 1992 Long-Term Stock Incentive Plan and the 1998 Long-Term
Employee Incentive Plan, and are included in the option activity presented in
Note 8 of the Notes to Consolidated Financial Statements.
Note 10 - Income Taxes
The provision for income taxes is comprised of the following (in thousands):
For the years ended December 31,
2003 2002 2001
--------------------------------
Current provision:
Federal $ 66,224 $55,898 $26,440
State and local 5,255 5,145 1,709
Foreign 917 674 60
-------- ------- -------
72,396 61,717 28,209
-------- ------- -------
Deferred provision:
Federal 36,888 12,881 16,314
State 6,797 2,547 991
-------- ------- -------
43,685 15,428 17,305
-------- ------- -------
Total income tax provision $116,081 $77,145 $45,514
======== ======= =======
Tax benefits related to the exercise of stock options and stock awards have been
credited to paid-in capital in amounts of $14.7 million, $0.6 million and $5.3
million for 2003, 2002 and 2001, respectively.
87
The difference between the Company's reported income tax expense and the federal
income tax expense computed at the statutory rate of 35% is explained in the
following table (in thousands):
For the years ended December 31,
2003 2002 2001
-------------------------------------------------
Federal income tax at the statutory rate $108,657 35.0% $71,068 35.0% $41,925 35.0%
State and local income taxes, net
of federal income tax benefit 7,871 2.5 4,999 2.5 1,712 1.4
Amortization of nondeductible
intangible assets -- -- -- -- 3,177 2.7
Nondeductible pooling-of-interests/merger and
acquisition costs -- -- -- -- (401) (0.3)
Other, net (including tax accrual adjustments) (447) (0.1) 1,078 0.5 (899) (0.8)
-------- ---- ------- ---- ------- ----
Total income tax provision $116,081 37.4% $77,145 38.0% $45,514 38.0%
======== ==== ======= ==== ======= ====
Income tax payments, net, amounted to $43.3 million, $64.2 million and $16.0
million in 2003, 2002 and 2001, respectively.
A summary of deferred tax assets and liabilities follows (in thousands):
December 31,
2003 2002
-------------------
Accrued liabilities $ 77,417 $ 34,821
Net operating loss carryforwards 72,464 --
Accounts receivable reserves 35,376 16,691
Other 11,457 11,879
-------- --------
Gross deferred tax assets $196,714 $ 63,391
======== ========
Amortization of intangibles $173,079 $111,384
Fixed assets and depreciation methods 10,015 7,963
Current and noncurrent assets 6,993 7,041
Other 4,316 2,453
-------- --------
Gross deferred tax liabilities $194,403 $128,841
======== ========
In 2003, the Company, as a result of its acquisition of NCS, acquired federal
net operating loss carryforwards totaling, as of December 31, 2003, $204.5
million pretax and $71.5 million tax-effected. In addition, the Company
acquired NCS state net operating loss carryforwards totaling $14.2 million
tax-effected and net of the federal tax benefit as of December 31, 2003.
Both the federal and state net operating losses will expire, in varying amounts,
from 2010 through 2022. The acquired net operating loss carryforwards are
subject to an annual limitation under IRC Section 382 and other statutory
regulations. The Company has recorded a $13.2 million valuation allowance
for those carryforwards expected to expire unutilized as a result of federal
and state regulations, any portion of which, if subsequently realized, would
serve to reduce goodwill.
88
Note 11 - Earnings Per Share Data
Basic earnings per share are computed based on the weighted average number of
shares of common stock outstanding during the period. Diluted earnings per share
include the dilutive effect of stock options and warrants, as well as the 5%
Convertible Debentures.
The following is a reconciliation of the numerator and denominator of the basic
and diluted earnings per share ("EPS") computations (in thousands, except per
share data):
For the year ended December 31, 2003
---------------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amounts
----------- ------------- ---------
Basic EPS
Net income $194,368 98,800 $1.97
=====
Effect of Dilutive Securities
5% Convertible Debentures 4,870 3,630
Stock options and stock warrants -- 813
-------- -------
Diluted EPS
Net income plus assumed conversions $199,238 103,243 $1.93
======== ======= =====
For the year ended December 31, 2002
---------------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amounts
----------- ------------- ---------
Basic EPS
Net income $125,906 94,168 $1.34
=====
Effect of Dilutive Securities
Stock options and stock warrants -- 737
-------- ------
Diluted EPS
Net income plus assumed conversions $125,906 94,905 $1.33
======== ====== =====
For the year ended December 31, 2001
---------------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amounts
----------- ------------- ---------
Basic EPS
Net income $74,271 93,124 $0.80
=====
Effect of Dilutive Securities
Stock options and stock warrants -- 634
------- ------
Diluted EPS
Net income plus assumed conversions $74,271 93,758 $0.79
======= ====== =====
During the years ended December 31, 2003, 2002 and 2001, the anti-dilutive
effect associated with selected options and warrants was excluded from the
computation of diluted earnings per
89
share, since the exercise price of these options and warrants was greater than
the average market price of the Company's common stock during these periods. The
aggregate anti-dilutive stock options and warrants excluded for those years
totaled 3.4 million, 4.5 million and 3.8 million, respectively.
The $345.0 million of 4.0% convertible trust preferred securities due 2033,
which are convertible at $40.82 per share (under a contingent conversion feature
described in Note 7 of the Notes to Consolidated Financial Statements), were
outstanding during the year ended December 31, 2003, but were not included in
the computation of diluted EPS because the impact was anti-dilutive.
The year ended December 31, 2003 includes the dilutive effect of the $345.0
million of 5% Convertible Debentures, which assumes conversion using the "if
converted" method. Under that method, the 5% Convertible Debentures are assumed
to be converted to common shares (weighted for the number of days assumed to
be outstanding during the period) and interest expense, net of taxes, related
to the 5% Convertible Debentures is added back to net income. In July 2003,
the Company completed the early redemption of the entire $345.0 million
aggregate principal amount of the outstanding 5% Convertible Debentures.
The 5% Convertible Debentures, which were convertible at $39.60 per share,
were outstanding during the years ended December 31, 2002 and 2001, but were
not included in the computation of diluted EPS during the years ended
December 31, 2002 and 2001 because the impact was anti-dilutive.
Note 12 - Restructuring Charges
Phase I Program
In 2000, the Company completed its previously disclosed productivity and
consolidation program (the "Phase I Program"). In connection with the Phase I
Program, the Company had liabilities of $0.6 million at December 31, 2002, of
which $0.3 million was utilized during the year ended December 31, 2003. The
remaining liabilities at December 31, 2003 of $0.3 million represent amounts not
yet paid relating to actions taken (consisting of remaining lease payments), and
will be adjusted as these matters are settled.
Phase II Program
In 2001, the Company announced the implementation of a second phase of the
productivity and consolidation initiative (the "Phase II Program"). The Phase II
Program, completed on September 30, 2002, further streamlined operations,
increased efficiencies and helped enhance the Company's position as a high
quality, cost-effective provider of pharmaceutical services. Building on the
previous efforts, the Phase II Program included the merging or closing of seven
pharmacy locations and the reconfiguration in size and function of an additional
10 locations. The Phase II Program also included a reduction in occupied
building space in certain locations and the rationalization or reduction of
staffing levels in the CRO business in order to better garner the efficiencies
of the integration and functional reorganization of that business. The Phase II
Program encompassed a net reduction of approximately 460 employees, or about 5%
of the Company's total workforce, across both the Pharmacy Services and CRO
Services segments.
In connection with the Phase II Program, the Company expensed a total of $18.3
million pretax ($11.4 million aftertax, or $0.12 per diluted share) for
restructuring charges during the year
90
ended December 31, 2001. Further, approximately $23.2 million pretax ($14.4
million aftertax, or $0.15 per diluted share) was recorded during the year ended
December 31, 2002, when the amounts were required to be recognized in accordance
with U.S. GAAP. The restructuring charges included severance pay, the buy-out of
employment agreements, the buy-out of lease obligations, the write-off of
leasehold improvements and other assets, and related fees and facility exit
costs.
Details of the pretax restructuring charges relating to the Phase II Program
follow (in thousands):
2001 Utilized Balance at 2002
Provision/ during December 31, Provision/
Accrual 2001 2001 Accrual
---------- -------- ------------ ----------
Restructuring charges:
Employee severance $ 4,256 $ (2,614) $1,642 $ 2,177
Employment agreement buy-outs 2,086 (1,578) 508 --
Lease terminations 2,711 (2,105) 606 5,862
Other assets, fees and facility exit costs 9,291 (6,264) 3,027 15,156
------- -------- ------ -------
Total restructuring charges $18,344 $(12,561) $5,783 $23,195
======= ======== ====== =======
Utilized Balance at Utilized Balance at
during December 31, during December 31,
2002 2002 2003 2003
-------- ------------ -------- ------------
Restructuring charges:
Employee severance $ (2,655) $1,164 $(1,164) $ --
Employment agreement buy-outs (214) 294 (294) --
Lease terminations (1,846) 4,622 (1,155) 3,467
Other assets, fees and facility exit costs (14,690) 3,493 (2,878) 615
-------- ------ ------- ------
Total restructuring charges $(19,405) $9,573 $(5,491) $4,082
======== ====== ======= ======
As of December 31, 2003, the Company had paid approximately $8.5 million of
severance and other employee-related costs relating to the reduction of
approximately 460 employees. The remaining liabilities recorded at December 31,
2003 represent amounts not yet paid or settled relating to actions taken
(primarily consisting of remaining lease payments), and will be adjusted in
future periods as these matters are finalized.
Note 13 - Other Expense
Included in the 2001 results are other expense items totaling $1.8 million
pretax ($1.1 million aftertax, or $0.01 per diluted share) and $3.0 million
pretax ($1.9 million aftertax, or $0.02 per diluted share). The $1.8 million
special charge recorded in the first quarter of 2001 represents a repayment to
the Medicare program of overpayments made to one of the Company's pharmacy units
during the period from January 1997 through April 1998. As part of its corporate
compliance program, the Company learned of the overpayments, which related to
Medicare Part B claims that contained documentation errors, and notified the
Health Care Financing Administration (now known as the Centers for Medicare &
Medicaid Services) for review and
91
determination of the amount of overpayment. The $3.0 million special charge
recorded in the second quarter of 2001 represents a settlement during June 2001
of certain contractual issues with a customer, which issues and amount relate to
prior-year periods.
Note 14 - Shareholders' Rights Plan
In May 1999, the Company's Board of Directors declared a dividend, payable on
June 2, 1999, of one preferred share purchase right (a "Right") for each
outstanding share of the Company's $1.00 per share par value common stock, that,
when exercisable, entitles the registered holder to purchase from the Company
one ten-thousandth of a share of Series A Junior Participating Preferred Stock
of the Company, without par value, at a price of $135 per one ten-thousandth of
a share, subject to adjustment. Upon certain events relating to the acquisition
of, commencement or announcement of, or announcement of an intention to make a
tender offer or exchange offer that would result in the beneficial ownership of
15% or more of the Company's outstanding common stock by an individual or group
of individuals (the "Distribution Date"), the Rights not owned by the 15%
stockholder will entitle its holder to purchase, at the Right's then current
exercise price, common shares having a market value of twice such exercise
price. Additionally, if after any person has become a 15% stockholder, the
Company is involved in a merger or other business combination with any other
person, each Right will entitle its holder (other than the 15% stockholder) to
purchase, at the Right's then current exercise price, common shares of the
acquiring company having a value of twice the Right's then current exercise
price. The Rights will expire on May 17, 2009, unless redeemed earlier by the
Company at $0.01 per Right until the Distribution Date.
Note 15 - Commitments and Contingencies
The Company continuously evaluates contingencies based upon the best available
evidence. Management believes that allowances for loss have been provided to the
extent necessary and that its assessment of contingencies is reasonable. To the
extent that resolution of contingencies results in amounts that vary from
management's estimates, future earnings will be charged or credited accordingly.
As part of its ongoing operations, the Company is subject to various
inspections, audits, reviews, inquiries and similar actions by governmental/
regulatory authorities responsible for enforcing the laws and regulations to
which the Company is subject. The Company is also involved in various legal
actions arising in the normal course of business. Although occasional adverse
outcomes (or settlements) may occur, the Company believes that the final
disposition of such matters will not have a material adverse affect on the
financial position or results of operations of the Company.
Note 16 - Segment Information
Based on the "management approach" as defined by SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information," Omnicare has two
operating business segments. The Company's largest segment is Pharmacy Services.
Pharmacy Services provides distribution of pharmaceuticals, related pharmacy
consulting, data management services and medical supplies to long-term care
facilities in 47 states in the United States of America ("USA")
92
and the District of Columbia at December 31, 2003. The Company's other
reportable segment is CRO Services, which provides comprehensive product
development services to client companies in pharmaceutical, biotechnology,
medical devices and diagnostics industries in 29 countries around the world at
December 31, 2003, including the USA.
The table below presents information about the reportable segments as of and for
the years ended December 31, 2003, 2002 and 2001, and should be read in
connection with the paragraphs that follow (in thousands):
Corporate
Pharmacy CRO and Consolidated
2003: Services Services Consolidating Totals
- ------------------------------------------------------------------------------------
Net sales $3,345,301 $153,873 $ -- $3,499,174
Depreciation and amortization 48,915 1,770 2,335 53,020
Operating income (expense) 412,986 12,562 (37,965) 387,583
Total assets 3,007,405 99,693 287,923 3,395,021
Capital expenditures 15,325 990 800 17,115
===================================================================================
2002:
- -----------------------------------------------------------------------------------
Net sales $2,467,237 $165,517 $ -- $2,632,754
Depreciation and amortization 40,389 2,237 2,637 45,263
Restructuring charges (6,769) (16,426) -- (23,195)
Operating income (expense) 288,196 4,610 (36,220) 256,586
Total assets 2,126,718 120,155 180,712 2,427,585
Capital expenditures 22,900 776 972 24,648
===================================================================================
2001:
- -----------------------------------------------------------------------------------
Net sales $2,033,752 $149,284 $ -- $2,183,036
Depreciation and amortization 68,390 3,881 1,799 74,070
Restructuring charges (8,504) (9,840) -- (18,344)
Other (expense) (4,817) -- -- (4,817)
Operating income (expense) 200,780 2,540 (29,826) 173,494
Total assets 1,953,243 133,371 203,662 2,290,276
Capital expenditures 23,571 1,504 1,147 26,222
===================================================================================
In accordance with EITF No. 01-14, the Company included in its reported CRO
segment net sales amounts, reimbursable out-of-pockets totaling $24.8 million,
$26.3 million and $23.9 million pretax for the years ended December 31, 2003,
2002 and 2001, respectively.
Additionally, in accordance with Omnicare's adoption of SFAS No. 142, the
Company discontinued amortization of goodwill as of January 1, 2002.
Accordingly, no goodwill amortization was recorded during the years ended
December 31, 2003 and 2002. Pretax goodwill amortization for the year ended
December 31, 2001 totaled $32.1 million for the Pharmacy Services segment and
$1.1 million for the CRO Services segment.
93
The following summarizes sales and long-lived assets by geographic area as of
and for the years ended December 31, 2003, 2002 and 2001 (in thousands):
Net Sales Long-Lived Assets
- ---------------------------------------------------- ------------------------------
2003 2002 2001 2003 2002 2001
- ---------------------------------------------------- ------------------------------
United States $3,456,806 $2,596,605 $2,147,537 $146,858 $138,516 $153,562
Foreign 42,368 36,149 35,499 1,449 1,392 1,511
- ---------------------------------------------------- ------------------------------
Total $3,499,174 $2,632,754 $2,183,036 $148,307 $139,908 $155,073
==================================================== ==============================
The determination of foreign sales is based on the country in which the sales
originate. No individual foreign country's sales were material to the
consolidated sales of Omnicare. In accordance with EITF No. 01-14, Omnicare
included in its net sales, during the years ended December 31, 2003, 2002 and
2001, reimbursable out-of-pockets totaling $15.2 million, $18.6 million and
$17.2 million, respectively, for the United States geographic area; $9.6
million, $7.7 million and $6.7 million, respectively, for the foreign geographic
area; and $24.8 million, $26.3 million and $23.9 million, respectively, for the
total net sales.
94
Note 17 - Summary of Quarterly Results (Unaudited)
The following table presents the Company's quarterly financial information for
2003 and 2002 (in thousands, except per share data):
First Second Third Fourth Full
Quarter Quarter Quarter Quarter Year
-------- -------- -------- -------- ----------
2003
Total net sales(a) $805,861 $844,033 $901,654 $947,626 $3,499,174
Total direct costs(a) 597,900 623,056 674,399 706,259 2,601,614
-------- -------- -------- -------- ----------
Gross profit 207,961 220,977 227,255 241,367 897,560
Selling, general and
administrative expenses 126,928 130,090 123,592 129,367 509,977
-------- -------- -------- -------- ----------
Operating income 81,033 90,887 103,663 112,000 387,583
Investment income 588 1,166 880 1,532 4,166
Interest expense (Note 7) (16,456) (21,875) (26,316) (16,653) (81,300)
-------- -------- -------- -------- ----------
Income before income taxes 65,165 70,178 78,227 96,879 310,449
Income taxes 24,742 26,677 29,397 35,265 116,081
-------- -------- -------- -------- ----------
Net income $ 40,423 $ 43,501 $ 48,830 $ 61,614 $ 194,368
======== ======== ======== ======== ==========
Earnings per share:(b)
Basic $ 0.43 $ 0.45 $ 0.48 $ 0.60 $ 1.97
======== ======== ======== ======== ==========
Diluted(c) $ 0.42 $ 0.44 $ 0.47 $ 0.59 $ 1.93
======== ======== ======== ======== ==========
Weighted average number of
common shares outstanding:
Basic 94,386 96,034 101,965 102,688 98,800
======== ======== ======== ======== ==========
Diluted(c) 104,029 102,925 102,944 103,744 103,243
======== ======== ======== ======== ==========
95
Note 17 - Summary of Quarterly Results (Unaudited) - Continued
First Second Third Fourth Full
Quarter Quarter Quarter Quarter Year
--------- -------- -------- -------- ----------
2002
Total net sales(a) $638,314 $654,155 $664,718 $675,567 $2,632,754
Total direct costs(a) 474,110 483,225 489,151 495,215 1,941,701
-------- -------- -------- -------- ----------
Gross profit 164,204 170,930 175,567 180,352 691,053
Selling, general and
administrative expenses 99,618 102,501 103,888 105,265 411,272
Restructuring charges (Note 12) 4,797 7,302 11,096 -- 23,195
-------- -------- -------- -------- ----------
Operating income 59,789 61,127 60,583 75,087 256,586
Investment income 798 667 651 1,160 3,276
Interest expense (14,176) (14,475) (14,339) (13,821) (56,811)
-------- -------- -------- -------- ----------
Income before income taxes 46,411 47,319 46,895 62,426 203,051
Income taxes 17,635 17,961 17,829 23,720 77,145
-------- -------- -------- -------- ----------
Net income $ 28,776 $ 29,358 $ 29,066 $ 38,706 $ 125,906
======== ======== ======== ======== ==========
Earnings per share:(b)
Basic $ 0.31 $ 0.31 $ 0.31 $ 0.41 $ 1.34
======== ======== ======== ======== ==========
Diluted(c) $ 0.30 $ 0.31 $ 0.31 $ 0.41 $ 1.33
======== ======== ======== ======== ==========
Weighted average number of
common shares outstanding:
Basic 93,963 94,175 94,245 94,286 94,168
======== ======== ======== ======== ==========
Diluted(c) 94,598 95,292 94,710 97,684 94,905
======== ======== ======== ======== ==========
Notes to Summary of Quarterly Results:
(a) In accordance with EITF No. 01-14, Omnicare has recorded reimbursements
received for "out-of-pocket" expenses on a grossed-up basis in total net
sales and total direct costs for both the 2003 and 2002 periods. EITF No.
01-14 relates solely to the Company's CRO Services business.
(b) Earnings per share is calculated independently for each separately reported
quarterly and full year period. Accordingly, the sum of the separately
reported quarters may not necessarily be equal to the per share amount for
the corresponding full year period, as independently calculated.
(c) The first quarter, second quarter and full year of 2003 periods, as well as
the fourth quarter of 2002, include the dilutive effect of the $345.0
million, 5% Convertible Debentures, which assumes conversion using the "if
converted" method. Under that method, the 5% Convertible Debentures are
assumed to be converted to common shares (weighted for the number of
days assumed to be outstanding during the period) and interest expense,
net of taxes, related to the 5% Convertible Debentures is added back to
net income.
96
Note 18 - Guarantor Subsidiaries
The Company's 8.125% Senior Notes due 2011 and the 6.125% Senior Notes are fully
and unconditionally guaranteed on an unsecured, joint and several basis by
certain wholly owned subsidiaries of the Company (the "Guarantor Subsidiaries").
The following condensed consolidating financial data illustrates the composition
of Omnicare, Inc. ("Parent"), the Guarantor Subsidiaries and the Non-Guarantor
Subsidiaries as of December 31, 2003 and 2002 for the balance sheets, as well as
the statements of income and cash flows for each of the three years ended
December 31, 2003, 2002 and 2001. Separate complete financial statements of the
respective Guarantor Subsidiaries would not provide additional information that
would be useful in assessing the financial condition of the Guarantor
Subsidiaries and thus are not presented. No eliminations column is presented for
the condensed consolidating statements of cash flows since there were no
significant eliminating amounts during the periods presented.
97
Note 18 - Guarantor Subsidiaries - Continued
Summary Consolidating Statements of Income
(In thousands) For the years ended December 31,
---------------------------------------------------------------------------
Guarantor Non-Guarantor Omnicare, Inc. and
2003: Parent Subsidiaries Subsidiaries Eliminations Subsidiaries
- ----------------------------------------------------------------------------------------------------------------------------
Total net sales $ -- $3,372,657 $126,517 $ -- $3,499,174
Total direct costs -- 2,498,805 102,809 -- 2,601,614
-------- ---------- -------- --------- ----------
Gross profit -- 873,852 23,708 -- 897,560
Selling, general and administrative
expenses 7,086 481,185 21,706 -- 509,977
-------- ---------- -------- --------- ----------
Operating income (loss) (7,086) 392,667 2,002 -- 387,583
Investment income 2,832 1,216 118 -- 4,166
Interest expense (79,133) (1,671) (496) -- (81,300)
-------- ---------- -------- --------- ----------
Income (loss) before income taxes (83,387) 392,212 1,624 -- 310,449
Income tax (benefit) expense (31,687) 147,151 617 -- 116,081
Equity in net income of subsidiaries 246,068 -- -- (246,068) --
-------- ---------- -------- --------- ----------
Net income (loss) $194,368 $ 245,061 $ 1,007 $(246,068) $ 194,368
============================================================================================================================
2002:
- ----------------------------------------------------------------------------------------------------------------------------
Total net sales $ -- $2,521,682 $111,072 $ -- $2,632,754
Total direct costs -- 1,850,455 91,246 -- 1,941,701
-------- ---------- -------- --------- ----------
Gross profit -- 671,227 19,826 -- 691,053
Selling, general and administrative
expenses 29,585 360,245 21,442 -- 411,272
Restructuring charges -- 22,397 798 -- 23,195
-------- ---------- -------- --------- ----------
Operating income (loss) (29,585) 288,585 (2,414) -- 256,586
Investment income 1,755 1,288 233 -- 3,276
Interest expense (56,082) (547) (182) -- (56,811)
-------- ---------- -------- --------- ----------
Income (loss) before income taxes (83,912) 289,326 (2,363) -- 203,051
Income tax (benefit) expense (31,887) 109,930 (898) -- 77,145
Equity in net income of subsidiaries 177,931 -- -- (177,931) --
-------- ---------- -------- --------- ----------
Net income (loss) $125,906 $ 179,396 $ (1,465) $(177,931) $ 125,906
============================================================================================================================
2001:
- ----------------------------------------------------------------------------------------------------------------------------
Total net sales $ -- $2,084,844 $148,489 $ (50,297) $2,183,036
Total direct costs -- 1,524,989 128,945 (50,297) 1,603,637
-------- ---------- -------- --------- ----------
Gross profit -- 559,855 19,544 -- 579,399
Selling, general and administrative
expenses 17,026 343,389 22,329 -- 382,744
Restructuring charges -- 18,344 -- -- 18,344
Other expense -- 4,817 -- -- 4,817
-------- ---------- -------- --------- ----------
Operating income (loss) (17,026) 193,305 (2,785) -- 173,494
Investment income 1,767 613 235 -- 2,615
Interest expense (53,956) (798) (1,570) -- (56,324)
-------- ---------- -------- --------- ----------
Income (loss) before income taxes (69,215) 193,120 (4,120) -- 119,785
Income tax (benefit) expense (26,302) 73,509 (1,693) -- 45,514
Equity in net income of subsidiaries 117,184 -- -- (117,184) --
-------- ---------- -------- --------- ----------
Net income (loss) $ 74,271 $ 119,611 $ (2,427) $(117,184) $ 74,271
============================================================================================================================
98
Note 18 - Guarantor Subsidiaries - Continued
Condensed Consolidating Balance Sheets
(In thousands) December 31,
-----------------------------------------------------------------------------
Guarantor Non-Guarantor Omnicare, Inc. and
2003: Parent Subsidiaries Subsidiaries Eliminations Subsidiaries
- ----------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 134,513 $ 48,940 $ 3,960 $ -- $ 187,413
Restricted cash -- 714 -- -- 714
Accounts receivable, net (including
intercompany) -- 672,315 13,708 (7,768) 678,255
Inventories -- 321,465 5,085 -- 326,550
Other current assets 954 187,363 1,839 -- 190,156
---------- ---------- -------- ----------- ----------
Total current assets 135,467 1,230,797 24,592 (7,768) 1,383,088
---------- ---------- -------- ----------- ----------
Properties and equipment, net -- 139,108 9,199 -- 148,307
Goodwill -- 1,621,645 68,913 -- 1,690,558
Other noncurrent assets 33,390 128,147 11,531 -- 173,068
Investment in subsidiaries 2,627,756 -- -- (2,627,756) --
---------- ---------- -------- ----------- ----------
Total assets $2,796,613 $3,119,697 $114,235 $(2,635,524) $3,395,021
========== ========== ======== =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities (including
intercompany) 38,383 $ 422,566 $ 9,579 $ (7,768) $ 462,760
Long-term debt 135,384 471 -- -- 135,855
8.125% senior subordinated notes,
due 2011 375,000 -- -- -- 375,000
6.125% senior subordinated notes, net,
due 2013 226,822 -- -- -- 226,822
4.0% contingent convertible notes,
due 2033 345,000 -- -- -- 345,000
Other noncurrent liabilities -- 173,246 314 -- 173,560
Stockholders' equity 1,676,024 2,523,414 104,342 (2,627,756) 1,676,024
---------- ---------- -------- ----------- ----------
Total liabilities and stockholders'
equity $2,796,613 $3,119,697 $114,235 $(2,635,524) $3,395,021
============================================================================================================================
2002:
- ----------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 95,693 $ 36,191 $ 6,052 $ -- $ 137,936
Restricted cash -- 3,147 -- -- 3,147
Accounts receivable, net (including
intercompany) -- 524,290 13,610 (15,043) 522,857
Inventories -- 185,521 4,943 -- 190,464
Other current assets 1,399 144,399 1,356 -- 147,154
---------- ---------- -------- ----------- ----------
Total current assets 97,092 893,548 25,961 (15,043) 1,001,558
---------- ---------- -------- ----------- ----------
Properties and equipment, net 2,931 126,452 10,525 -- 139,908
Goodwill -- 1,121,728 67,179 -- 1,188,907
Other noncurrent assets 31,234 65,029 949 -- 97,212
Investment in subsidiaries 1,903,357 -- -- (1,903,357) --
---------- ---------- -------- ----------- ----------
Total assets $2,034,614 $2,206,757 $104,614 $(1,918,400) $2,427,585
========== ========== ======== =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities (including
intercompany) $ 37,363 $ 255,691 $ 18,639 $ (15,043) $ 296,650
Long-term debt -- 187 -- -- 187
5.0% convertible subordinated debentures,
due 2007 345,000 -- -- -- 345,000
8.125% senior subordinated notes,
due 2011 375,000 -- -- -- 375,000
Other noncurrent liabilities 2,189 132,577 920 -- 135,686
Stockholders' equity 1,275,062 1,818,302 85,055 (1,903,357) 1,275,062
---------- ---------- -------- ----------- ----------
Total liabilities and stockholders'
equity $2,034,614 $2,206,757 $104,614 $(1,918,400) $2,427,585
============================================================================================================================
99
Note 18 - Guarantor Subsidiaries - Continued
Condensed Consolidating Statements of Cash Flows
(In thousands) For the year ended December 31,
------------------------------------------------------------
Guarantor Non-Guarantor Omnicare, Inc. and
2003: Parent Subsidiaries Subsidiaries Subsidiaries
- -------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Provision for doubtful accounts $ -- $ 43,795 $ 885 $ 44,680
Other (47,610) 171,578 836 124,804
--------- --------- ------- ---------
Net cash flows from operating
activities (47,610) 215,373 1,721 169,484
--------- --------- ------- ---------
Cash flows from investing activities:
Acquisition of businesses -- (656,435) (6,976) (663,411)
Capital expenditures -- (16,978) (137) (17,115)
Transfer of cash to trusts for employee
health and severance costs, net of
payments out of the trust -- 2,433 -- 2,433
Other -- 29 15 44
--------- --------- ------- ---------
Net cash flows from investing
activities -- (670,951) (7,098) (678,049)
--------- --------- ------- ---------
Cash flows from financing activities:
Borrowings on line of credit facilities and
term A loan 749,000 -- -- 749,000
Payments on line of credit facilities and
term A loan (593,103) -- -- (593,103)
Proceeds from long-term borrowings 595,000 -- -- 595,000
Payments on long-term borrowings and
obligations (354,167) -- -- (354,167)
Fees paid for financing arrangements (24,541) -- -- (24,541)
Proceeds from stock offering, net of
issuance costs 178,774 -- -- 178,774
Proceeds from stock awards and exercise of
stock options, net of stock tendered in
payment 12,275 -- -- 12,275
Dividends (8,876) -- -- (8,876)
Other (467,932) 468,327 (273) 122
--------- --------- ------- ---------
Net cash flows from financing
activities 86,430 468,327 (273) 554,484
--------- --------- ------- ---------
Effect of exchange rate changes on cash -- -- 3,558 3,558
--------- --------- ------- ---------
Net increase (decrease) in cash and cash
equivalents 38,820 12,749 (2,092) 49,477
Cash and cash equivalents at beginning of
year - unrestricted 95,693 36,191 6,052 137,936
--------- --------- ------- ---------
Cash and cash equivalents at end of year -
unrestricted $ 134,513 $ 48,940 $ 3,960 $ 187,413
=============================================================================================================
100
Note 18 - Guarantor Subsidiaries - Continued
Condensed Consolidating Statements of Cash Flows - Continued
(In thousands) For the year ended December 31,
-----------------------------------------------------------
Guarantor Non-Guarantor Omnicare, Inc.
2002: Parent Subsidiaries Subsidiaries and Subsidiaries
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Provision for doubtful accounts $ -- $ 30,269 $ 894 $ 31,163
Other (29,513) 155,544 1,915 127,946
--------- --------- ------- ---------
Net cash flows from operating activities (29,513) 185,813 2,809 159,109
--------- --------- ------- ---------
Cash flows from investing activities:
Acquisition of businesses -- (126,533) (1,250) (127,783)
Capital expenditures -- (24,378) (270) (24,648)
Transfer of cash to trusts for employee health and severance
costs, net of payments out of the trust -- (225) -- (225)
Other -- 272 1 273
--------- --------- ------- ---------
Net cash flows from investing activities -- (150,864) (1,519) (152,383)
--------- --------- ------- ---------
Cash flows from financing activities:
Borrowings on line of credit facilities 90,000 -- -- 90,000
Payments on line of credit facilities (120,000) -- -- (120,000)
Payments on long-term borrowings and obligations -- (214) -- (214)
Proceeds from stock awards and exercise of stock options,
net of stock tendered in payment -- 667 -- 667
Dividends -- (8,491) -- (8,491)
Other 28,096 (28,024) -- 72
--------- --------- ------- ---------
Net cash flows from financing activities (1,904) (36,062) -- (37,966)
--------- --------- ------- ---------
Effect of exchange rate changes on cash -- -- 780 780
--------- --------- ------- ---------
Net increase (decrease) in cash and cash equivalents (31,417) (1,113) 2,070 (30,460)
Cash and cash equivalents at beginning of year - unrestricted 127,110 37,304 3,982 168,396
--------- --------- ------- ---------
Cash and cash equivalents at end of year - unrestricted $ 95,693 $ 36,191 $ 6,052 $ 137,936
==========================================================================================================================
101
Note 18 - Guarantor Subsidiaries - Continued
Condensed Consolidating Statements of Cash Flows - Continued
(In thousands) For the year ended December 31,
-----------------------------------------------------------
Guarantor Non-Guarantor Omnicare, Inc.
2001: Parent Subsidiaries Subsidiaries and Subsidiaries
- ---------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Provision for doubtful accounts $ -- $ 24,201 $ 1,289 $ 25,490
Other (65,203) 190,247 2,553 127,597
--------- --------- ------- ---------
Net cash flows from operating activities (65,203) 214,448 3,842 153,087
--------- --------- ------- ---------
Cash flows from investing activities:
Acquisition of businesses -- (20,263) -- (20,263)
Capital expenditures (703) (21,546) (3,973) (26,222)
Transfer of cash to trusts for employee health and severance
costs, net of payments out of the trust -- (622) -- (622)
Other -- 135 170 305
--------- --------- ------- ---------
Net cash flows from investing activities (703) (42,296) (3,803) (46,802)
--------- --------- ------- ---------
Cash flows from financing activities:
Borrowings on line of credit facilities 70,000 -- -- 70,000
Proceeds from long-term borrowings 375,000 -- -- 375,000
Payments on line of credit facilities (475,000) -- -- (475,000)
Fees paid for financing arrangements (16,254) -- -- (16,254)
Other 190,607 (194,122) 214 (3,301)
--------- --------- ------- ---------
Net cash flows from financing activities 144,353 (194,122) 214 (49,555)
--------- --------- ------- ---------
Effect of exchange rate changes on cash -- -- 59 59
--------- --------- ------- ---------
Net increase (decrease) in cash and cash equivalents 78,447 (21,970) 312 56,789
Cash and cash equivalents at beginning of year - unrestricted 48,663 59,274 3,670 111,607
--------- --------- ------- ---------
Cash and cash equivalents at end of year - unrestricted $ 127,110 $ 37,304 $ 3,982 $ 168,396
===========================================================================================================================
102
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A - CONTROLS AND PROCEDURES
(a) Based on a recent evaluation, as of the end of the period covered by this
Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and procedures (as defined
in the Exchange Act Rules 13a-15(e) and 15d-15(e)) are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in periodic reports filed or
submitted under the Securities Exchange Act of 1934.
(b) There were no changes in our internal control over financial reporting that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item 10 regarding our directors and executive
officers, our audit committee, and Section 16(a) compliance is included under
the captions "Election of Directors," "Governance of the Company and Board
Matters," and "Section 16(A) Beneficial Ownership Reporting Compliance" in our
proxy statement for our 2004 annual meeting of stockholders and is incorporated
herein by reference. Information concerning our executive officers is also
included under the caption "Executive Officers of the Company" in Part I of this
Report.
Audit Committee Financial Expert. The information required by this Item 10
disclosure requirement is included in our proxy statement for our 2004 annual
meeting of stockholders and is incorporated herein by reference.
Codes of Ethics. We expect all of our employees to act in accordance with and to
abide by the Omnicare "Corporate Compliance Program - Its About Integrity" (the
"Omnicare Integrity Code"). The Omnicare Integrity Code is a set of business
values and procedures that provides guidance to Omnicare employees with respect
to compliance with the law in all of their business dealings and decisions on
behalf of Omnicare and with respect to the maintenance of ethical standards,
which are a vital and integral part of Omnicare's business.
The Omnicare Integrity Code applies to all employees including the Chief
Executive Officer, the Chief Financial Officer, the Principal Accounting Officer
and other senior financial officers (the "Covered Officers"). In addition to
being bound by the Omnicare Integrity Code's provisions about ethical conduct,
conflicts of interest and compliance with law, Omnicare has adopted a Code of
Ethics for the Covered Officers. The Company will furnish any person, without
charge,
103
a copy of the Code of Ethics for the Covered Officers upon written request
addressed to Omnicare, Inc., 1600 RiverCenter II, 100 East RiverCenter
Boulevard, Covington, KY 41011, Attn.: Corporate Secretary. Any waiver of any
provision of the Code granted to a Covered Officer may only be granted by our
Board of Directors or its Audit Committee. If a waiver is granted, information
concerning the waiver will be posted on our Web site at http://www.omnicare.com
for a period of 12 months.
ITEM 11 - EXECUTIVE COMPENSATION
The information required by this Item 11 is included in our proxy statement for
our 2004 annual meeting of stockholders and is incorporated herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item 12 is included in our proxy statement for
our 2004 annual meeting of stockholders and is incorporated herein by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item 13 is included in our proxy statement for
our 2004 annual meeting of stockholders and is incorporated herein by reference.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 is included in our proxy statement for
our 2004 annual meeting of stockholders and is incorporated herein by reference.
104
PART IV
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
Our 2003 Consolidated Financial Statements are included in Part II,
Item 8, of this Filing.
(a)(2) Financial Statement Schedule
See Index to Financial Statements and Financial Statement Schedule at
Part II, Item 8, of this Filing.
(a)(3) Exhibits
See Index of Exhibits.
(b) Reports on Form 8-K
During the quarter ended December 31, 2003, we submitted, on October 30, 2003, a
Report on Form 8-K reporting that we had issued a press release announcing our
financial results for the third quarter of 2003.
105
SIGNATURES
Pursuant to the requirements of Section l3 or l5(d) of the Securities Exchange
Act of l934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized, on this 15th day of March 2004.
OMNICARE, INC.
/s/ David W. Froesel, Jr.
----------------------------------------
David W. Froesel, Jr.
Senior Vice President and
Chief Financial Officer and Director
Pursuant to the requirements of the Securities Exchange Act of l934, this Report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Joel F. Gemunder President, Chief Executive Officer and Director
- --------------------------- (Principal Executive Officer)
Joel F. Gemunder
/s/ David W. Froesel, Jr. Senior Vice President and
- --------------------------- Chief Financial Officer and Director
David W. Froesel, Jr. (Principal Financial and
Accounting Officer)
Edward L. Hutton, Chairman of the Board
and Director*
Charles H. Erhart, Jr., Director*
Patrick E. Keefe, Director*
Sandra E. Laney, Director* March 15, 2004
Andrea R. Lindell, DNSc, RN, Director*
Sheldon Margen, M.D., Director*
John H. Timoney, Director*
* Cheryl D. Hodges, by signing her name hereto, signs this document on behalf of
herself as a director and on behalf of each person indicated above pursuant to a
power of attorney duly executed by such person and filed with the Securities and
Exchange Commission.
/s/ Cheryl D. Hodges
----------------------------------------
Cheryl D. Hodges
(Attorney-in-Fact)
106
Schedule II
OMNICARE, INC. AND SUBSIDIARY COMPANIES
Valuation and Qualifying Accounts
(in thousands)
Additions
Balance at charged Write-offs, Balance
Year ended beginning of to cost net of at end
December 31, period and expenses Acquisitions recoveries of period
- ------------ ------------ ------------ ------------ ----------- ---------
Allowance for uncollectible accounts receivable:
2003 $68,593 $44,680 $28,651 $(33,111) $108,813
2002 45,573 31,163 20,182 (28,325) 68,593
2001 40,497 25,490 -- (20,414) 45,573
S-1
INDEX OF EXHIBITS
Document Incorporated by Reference from a Previous
Number and Description of Exhibit Filing, Filed Herewith, or Furnished Herewith as
(Numbers Coincide with Item 601 of Regulation S-K) Indicated Below
- -------------------------------------------------- --------------------------------------------------
(2) Agreement and Plan of Merger, by and Exhibit (d)(2) to NCS Acquisition Corp's
among Omnicare, Inc., NCS Acquisition Schedule TO-T, as amended and filed
Corp. and NCS HealthCare, Inc., dated with the Securities and Exchange Commission
as of December 17, 2002 on December 18, 2002
(3.1) Restated Certificate of Incorporation Form 10-K
of Omnicare, Inc. (as amended) March 27, 2003
(3.2) Certificate of Designations of Series Form 10-K
A Junior Participating Preferred March 27, 2003
Stock of Omnicare, Inc. dated as of
May 18, 1999
(3.3) Second Amended and Restated By-Laws Form 10-Q
of Omnicare, Inc. November 14, 2003
(4.1) Indenture dated as of March 20, 2001, Form 8-K
by and among Omnicare, Inc., the March 23, 2001
Guarantors named therein and SunTrust
Bank, as trustee, relating to the
Company's $375.0 million 8.125%
Senior Subordinated Notes due 2011
(4.2) Rights Agreement, and related Form 8-K
Exhibits, dated as of May 17, 1999 May 18, 1999
between Omnicare, Inc. and First
Chicago Trust Company of New York, as
Rights Agent
(4.3) $750.0 million Credit Agreement, Form 10-Q
dated as of June 13, 2003, by and August 14, 2003
among Omnicare, Inc., as Borrower,
the lenders from time to time parties
thereto, as Lenders, JP Morgan Chase
Bank, as a Joint Syndication Agent,
Wachovia Bank, National Association,
as a Joint Documentation Agent,
Lehman Commercial Paper Inc., as
Joint Syndication Agent, UBS
Securities LLC, as a Joint
Documentation Agent, and SunTrust
Bank as the Administrative Agent
E-1
INDEX OF EXHIBITS
Document Incorporated by Reference from a Previous
Number and Description of Exhibit Filing, Filed Herewith, or Furnished Herewith as
(Numbers Coincide with Item 601 of Regulation S-K) Indicated Below
- -------------------------------------------------- --------------------------------------------------
(4.4) Subordinated Debt Securities Form 8-K
Indenture, dated as of June 13, 2003 Filed June 16, 2003
between Omnicare, Inc. and SunTrust
Bank, as Trustee
(4.5) First Supplemental Indenture, dated Form 8-K
as of June 13, 2003, between Filed June 16, 2003
Omnicare, Inc. and SunTrust Bank, as
Trustee
(4.6) Second Supplemental Indenture, dated Form 8-K
as of June 13, 2003, between Filed June 16, 2003
Omnicare, Inc. and SunTrust Bank, as
Trustee
(4.7) Amended and Restated Trust Agreement Form 8-K
of Omnicare Capital Trust, dated as Filed June 16, 2003
of June 13, 2003
(4.8) Guarantee Agreement of Omnicare, Inc. Form 8-K
relating to the Trust Preferred Filed June 16, 2003
Income Equity Redeemable Securities,
dated as of June 13, 2003
(10.1) Executive Salary Protection Plan, as Form 10-K
amended, May 22, 1981* March 25, 1996
(10.2) Annual Incentive Plan for Senior Proxy Statement for
Executive Officers* 2001 Annual Meeting of
Shareholders dated
April 10, 2001
(10.3) 1992 Long-Term Stock Incentive Plan* Proxy Statement for
2002 Annual Meeting of
Stockholders dated
April 10, 2002
(10.4) 1995 Premium-Priced Stock Option Plan* Proxy Statement for
1995 Annual Meeting of
Stockholders dated
April 10, 1995
(10.5) 1998 Long-Term Employee Incentive Plan* Form 10-K
March 30, 1999
E-2
INDEX OF EXHIBITS
Document Incorporated by Reference from a Previous
Number and Description of Exhibit Filing, Filed Herewith, or Furnished Herewith as
(Numbers Coincide with Item 601 of Regulation S-K) Indicated Below
- -------------------------------------------------- --------------------------------------------------
(10.6) Amendment to 1998 Long-Term Employee Form 10-K
Incentive Plan effective November March 27, 2003
26, 2002*
(10.7) Director Stock Plan for Members of Form S-8
the Compensation and Incentive December 14, 2001
Committee*
(10.8) Form of Indemnification Agreement Form 10-K
with Directors and Officers* March 30, 1999
(10.9) Employment Agreement with J.F. Form 10-K
Gemunder dated August 4, 1988* March 27, 2003
(10.10) Employment Agreement with C.D. Hodges Form 10-K
dated August 4, 1988* March 27, 2003
(10.11) Employment Agreement with P.E. Keefe Form 10-K
dated March 4, 1993* March 25, 1994
(10.12) Split Dollar Agreement with Form 10-K
E.L. Hutton dated June 1, 1995 March 25, 1996
(Agreement in the same form exists
with J.F. Gemunder)*
(10.13) Split Dollar Agreement dated June 1, Form 10-K
1995 (Agreements in the same form March 25, 1996
exist with the following Executive
Officers: T.E. Bien, C.D. Hodges and
P.E. Keefe)*
(10.14) Retirement Plan for E.L. Hutton* Form 10-K
March 30, 2001
(10.15) Omnicare, Inc. Excess Benefit Plan* Filed Herewith
(10.16) Description of 2002 Supplemental Filed Herewith
Benefit Plan*
E-3
INDEX OF EXHIBITS
Document Incorporated by Reference from a Previous
Number and Description of Exhibit Filing, Filed Herewith, or Furnished Herewith as
(Numbers Coincide with Item 601 of Regulation S-K) Indicated Below
- -------------------------------------------------- --------------------------------------------------
(10.17) Employment Agreement with T.E. Bien Form 10-K
dated January 1, 1994* March 31, 1997
(10.18) Employment Agreement with D.W. Form 10-K
Froesel, Jr. dated February 17, March 31, 1997
1996*
(10.19) Form of Amendment to Employment Form 10-K
Agreements with J.F. Gemunder, P.E. March 30, 2000
Keefe and C.D. Hodges dated as of
February 25, 2000*
(10.20) Amendment to Employment Agreement Form 10-K
with J.F. Gemunder dated as of March 27, 2003
September 25, 2002*
(10.21) Amendment to Employment Agreement Filed Herewith
with J.F. Gemunder dated as of
March 11, 2004*
(10.22) Amendment to Employment Agreement Filed Herewith
with P.E. Keefe dated as of March
11, 2004*
(10.23) Amendment to Employment Agreement Filed Herewith
with C.D. Hodges dated as of March
11, 2004*
(10.24) Form of Amendment to Employment Form 10-K
Agreements with T.E. Bien and D.W. March 30, 2000
Froesel, Jr., dated as of February
25, 2000*
(10.25) Prime Vendor Agreement for Filed Herewith
Pharmaceuticals dated as of December 23,
2003**
(12) Statement of Computation of Ratio of Filed Herewith
Earnings to Fixed Charges
E-4
INDEX OF EXHIBITS
Document Incorporated by Reference from a Previous
Number and Description of Exhibit Filing, Filed Herewith, or Furnished Herewith as
(Numbers Coincide with Item 601 of Regulation S-K) Indicated Below
- -------------------------------------------------- --------------------------------------------------
(21) Subsidiaries of Omnicare, Inc. Filed Herewith
(23) Consent of PricewaterhouseCoopers LLP Filed Herewith
(24) Powers of Attorney Filed Herewith
(31.1) Rule 13a-14(a) Certification of Filed Herewith
Chief Executive Officer of Omnicare,
Inc. in accordance with Section 302
of the Sarbanes-Oxley Act of 2002
(31.2) Rule 13a-14(a) Certification of Filed Herewith
Chief Financial Officer of Omnicare,
Inc. in accordance with Section 302
of the Sarbanes-Oxley Act of 2002
(32.1) Section 1350 Certification of Chief Furnished Herewith
Executive Officer of Omnicare, Inc.
in accordance with Section 906 of
the Sarbanes-Oxley Act of 2002***
(32.2) Section 1350 Certification of Chief Furnished Herewith
Financial Officer of Omnicare, Inc.
in accordance with Section 906 of
the Sarbanes-Oxley Act of 2002***
* Indicates management contract or compensatory arrangement.
** Confidential treatment requested as to certain portions, which portions
have been filed separately with the Securities and Exchange Commission.
*** A signed original of this written statement required by Section 906 has been
provided to Omnicare, Inc. and will be retained by Omnicare, Inc. and furnished
to the Securities and Exchange Commission or its staff upon request.
E-5
STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as.................... 'r'
The section symbol shall be expressed as................................. 'SS'