Omnicare, Inc. : Omnicare Reports Third-Quarter 2013 Financial Results; Company Updates Full-Year 2013 Guidance

CINCINNATI, October 23, 2013 - Omnicare, Inc. (NYSE:OCR) reported today financial results for its third quarter ended September 30, 2013.

Third-Quarter Highlights:

• Net sales increase of 5.3% to $1.6 billion  

• Adjusted cash earnings per diluted share 5.8% higher to $0.91; GAAP loss per share of $0.65 attributable to a voluntary civil settlement, described in further detail in the "Footnotes and Definitions to Financial Information" section below 

• Cash flows from operations of $192 million  

"Omnicare's underlying operating performance continues to improve, which brings further confirmation that our ongoing initiatives remain on track," said John L. Workman, Omnicare's Chief Executive Officer.  "Our third quarter financial results benefited from the continued strong performance of our Specialty Care Group and our ongoing sales and service initiatives within Long-Term Care, which more than offset softer results within our hospice pharmacy business."

Third-Quarter Results

Financial results for the quarter ended September 30, 2013, as compared with the same prior-year period, were as follows:

• Net sales were $1,581 million versus $1,501 million  

• Gross profit was $370 million as compared with $371 million  

• GAAP earnings (loss) per share was $(0.65) versus $0.55  

• Adjusted cash earnings per diluted share (see "per share" discussion below and attached supplemental information) was $0.91 versus $0.86  

• Adjusted EBITDA was $179 million versus $172 million  

Cash flows from operations for the quarter ended September 30, 2013 were $192 million versus $196 million in the comparable prior-year quarter.  

"Our third-quarter results demonstrate the progress we have made operationally," said Nitin Sahney, Omnicare's President and Chief Operating Officer. "The structural enhancements we have implemented across the organization have improved our visibility, ensuring we have differentiated approaches for the six growth platforms that encompass our two primary businesses, long-term care and specialty care.  We believe these operational refinements have better positioned Omnicare to benefit from the distinct growth opportunities within our diversified pharmaceutical services platforms."

Financial Position

Omnicare concluded the third quarter of 2013 with no borrowings outstanding on its revolving credit facility and $506 million in cash on its balance sheet.

During the quarter, Omnicare entered into separate, privately negotiated exchange agreements under which it retired approximately $180 million in aggregate principal amount of its outstanding 3.75% Convertible Senior Subordinated Notes due 2025 (the "3.75% Notes due 2025") in exchange for its issuance of $424 million in aggregate principal amount of new 3.50% Convertible Senior Subordinated Notes due 2044. The Company also entered into separate, privately negotiated purchase agreements to repurchase approximately $5.2 million in aggregate principal amount of its outstanding 3.75% Notes due 2025 and $150 million in aggregate principal amount of its outstanding 7.75% Senior Subordinated Notes due 2020.

As of September 30, 2013, the Company had approximately $129 million of availability under its current share repurchase authorization.  In the third quarter, Omnicare completed the Accelerated Share Repurchase (ASR) agreement entered in the second quarter, repurchasing 1.7 million shares for an aggregate amount of $81 million.

"We are pleased to have further strengthened our overall financial position during the third quarter," said Rocky Kraft, Omnicare's Chief Financial Officer. "In addition to another robust quarter of cash flows, we also opportunistically enhanced our capital structure through a transaction that enabled us to extend certain debt maturities while lowering our effective interest rate.  We believe these dynamics better position the company to create incremental value on behalf of our stockholders."

Year-to-Date Results

Financial results for the nine months ended September 30, 2013, as compared with the same prior-year period, were as follows:

• Net sales were $4.7 billion versus $4.6 billion  

• Gross profit was $1,119 million as compared with $1,107 million  

• GAAP earnings per diluted share was $0.37 versus $1.19  

• Adjusted cash earnings per diluted share was $2.71 versus $2.50  

• Adjusted EBITDA was $530 million versus $512 million  

Cash flows from operations for the nine months ended September 30, 2013 were $455 million versus $417 million in the comparable prior period.  

To facilitate comparisons and to enhance the understanding of core operating performance, discussions in this news release include financial measures that are adjusted from the comparable amounts under GAAP to exclude the impact of the special items discussed elsewhere herein, and to present results on a continuing operations basis.  For a detailed presentation of reconciling items and related definitions and components, please refer to the attached schedules or to reconciliation schedules posted at the Investor Relations section of Omnicare's website at http://ir.omnicare.com.  Additionally, the Company will make supplemental slides available in the same section on its website today that will include the number of scripts dispensed, beds served, and other information relevant to Omnicare's operations.

Segment Information

Financial results for the Long-Term Care Group for the third quarter ended September 30, 2013 were as follows:

• Net sales of $1,220 million were 0.1% higher than $1,218 million in the same prior-year period 

• Adjusted operating income of $160 million decreased 1.4% from $163 million in the same prior-year period 

Financial results for the Specialty Care Group for the third quarter ended September 30, 2013 were as follows:

• Net sales of $361 million were 29% higher than $280 million in the same prior-year period 

• Adjusted operating income of $30 million increased 20% from $25 million in the same prior-year period 

Special Items

The results for the third quarter and nine months ended September 30, 2013 and 2012 include the impact of special items and cash EPS adjustments as follows:

Included in special items for the three and nine months ended September 30, 2013 is the impact of the agreement in principle to voluntarily settle the claims alleged in the Gale complaint.  All special items and cash EPS adjustments have been described in further detail in the "Footnotes and Definitions to Financial Information" section elsewhere herein.

Outlook

Based upon improved visibility with only one quarter remaining in the year, Omnicare now expects the following for the full year 2013:

Webcast Today

Omnicare will hold a conference call to discuss its third quarter 2013 financial results today, Wednesday, October 23, at 9:00 a.m. ET.  A live webcast of the conference call and supplemental slides will be accessible from the Investor Relations section of Omnicare's website at http://ir.omnicare.com.  An archived replay will be made available on the website following the conclusion of the conference call.

About Omnicare

Omnicare, Inc., a Fortune 500 company based in Cincinnati, Ohio, provides comprehensive pharmaceutical services to patients and providers across the United States.  As the market-leader in professional pharmacy, related consulting and data management services for skilled nursing, assisted living and other chronic care institutions, Omnicare leverages its unparalleled clinical insight into the geriatric market along with some of the industry's most innovative technological capabilities to the benefit of its long-term care customers.  Omnicare also provides key commercialization services for the bio-pharmaceutical industry through its Specialty Care Group.  For more information, visit www.omnicare.com.

Forward-looking Statements

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 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. Such forward-looking statements, together with other statements that are not historical, are based on management's current expectations and involve known and unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated. The most significant of these risks and uncertainties are described in the Company's Form 10-K, Form 10-Q and Form 8-K reports filed with the Securities and Exchange Commission and include, but are not limited to: overall economic, financial, political and business conditions; trends in the long-term healthcare and pharmaceutical industries; the ability to attract new clients and service contracts and retain existing clients and service contracts; the ability to consummate pending acquisitions on favorable terms or at all; trends for the continued growth of the Company's businesses; trends in drug pricing; delays and reductions in reimbursement by the government and other payors to customers and to the Company; the overall financial condition of the Company's customers and the ability of the Company to assess and react to such financial condition of its customers; the ability of vendors and business partners to continue to provide products and services to the Company; the successful integration of acquired companies and realization of contemplated synergies; the continued availability of suitable acquisition candidates; the ability to attract and retain needed management; competition for qualified staff in the healthcare industry; variations in 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 potential impact of legislation, government regulations, and other government action and/or executive orders, including those relating to Medicare Part D, including its implementing regulations and any subregulatory guidance, reimbursement and drug pricing policies and changes in the interpretation and application of such policies, including changes in calculation of average wholesale price; discontinuation of reporting average wholesale price, and/or implementation of new pricing benchmarks; legislative and regulatory changes impacting long term care pharmacies; government budgetary pressures and shifting priorities; federal and state budget shortfalls; efforts by payors to control costs; changes to or termination of the Company's contracts with pharmaceutical benefit managers, Medicare Part D Plan sponsors and/or commercial health insurers or to the proportion of the Company's business covered by specific contracts; the outcome of disputes and litigation; potential liability for losses not covered by, or in excess of, insurance; the impact of executive separations; the impact of benefit plan terminations; the impact of differences in actuarial assumptions and estimates as compared to eventual outcomes; events or circumstances which result in an impairment of assets, including but not limited to, goodwill and identifiable intangible assets; the final outcome of divestiture activities; market conditions; the outcome of audit, compliance, administrative, regulatory, 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 tax laws and regulations; changes in accounting rules and standards; the impacts of potential cybersecurity risks and/or incidents; and costs to comply with the Company's Corporate Integrity Agreement. 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 hereof. 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.

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Contact:
Patrick C. Lee
(513) 719-1507
patrick.lee@omnicare.com

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Footnotes:
Non-GAAP Information:
Omnicare, Inc. ("Omnicare" or the "Company") management believes that presenting certain non-GAAP financial measures, which exclude items not considered part of the core operating results of the Company and certain non-cash charges and also includes certain tax deduction amounts ("Special Items"), enhances investors' understanding of how Omnicare management assesses the performance of the Company's business.  Omnicare management uses non-GAAP measures for budgeting purposes, measuring actual results, allocating resources and in determining employee incentive compensation.  Omnicare's method of calculating non-GAAP financial results may differ from those used by other companies and, therefore, comparability may be limited.

1. Financial results included Special Items and Cash EPS adjustments as described below: 

1. Operating income (loss) includes settlement, litigation and other related charges for resolution of certain large customer disputes, regulatory matters with various states and regulatory agencies, qui tam lawsuits and purported class and derivative actions against the Company.  Additionally, Omnicare has made, and will continue to make, disclosures to the applicable governmental agencies of amounts, if any, determined to represent over-payments from the respective programs and, where applicable, those amounts, as well as any amounts relating to certain inspections, audits, inquiries and investigations activity are included in the pretax special item reflected in the table.    

The three and nine months ended September 30, 2013 include a settlement charge of $120 million, plus attorney fees related to an agreement in principle for a voluntary civil settlement dismissing a qui tam civil suit filed in 2010.

The agreement in principal with the relator, subject to final governmental approval, does not include any admission of wrongdoing or liability by Omnicare.

2. Operating income (loss) includes acquisition and other related costs primarily related to professional fees and acquisition related restructuring costs for acquisitions.   

3. In 2013, the Company completed the disposition of certain assets, primarily in its medical supply services business and in 2012, completed the dispositions of its Canadian pharmacy and the Company's pharmacy operational software businesses, which were not considered, individually or in the aggregate,  significant to the operations of Omnicare.  The Company recorded charges (credits) related to the disposition of these assets in the three and nine months ended September 30, 2013, and 2012. 

4. Operating income (loss) includes separation related costs for certain former employees. 

5. Operating income (loss) and interest expense includes charges for debt redemption losses and costs related to the Company's previously announced refinancing transactions. 

6. The Company recorded non-cash interest expense from the amortization of debt discount on its convertible notes. 

7. The tax benefit of being able to deduct goodwill amortization.  

8. The tax benefit of being able to deduct higher interest expense on our convertible debt than what is actually paid. 

9. The tax effect was calculated by multiplying the tax-deductible pretax amounts by the appropriate effective tax rate. 

2. Beginning in the second quarter of 2013, the Company concluded that the operations of its hospice pharmacy business were better aligned with the operation of its LTC, and began to review and manage the operations of this business as part of LTC.  Accordingly, to align the reporting segments with the current way management reviews information to make operating decisions, assess performance and allocate resources, the results of the Company's hospice business are now reported in LTC.  All prior period segment information has been recast to reflect the new segment reporting.