-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Syo80gwyxJ64Ia7nU/oOlz9OLVEVIn52bR4zWQNwp1IOdcRwQQz5e+j3tVP2Xizl zsQvmUcjsmtg54rLJLVZ1Q== 0000950152-99-004657.txt : 19990518 0000950152-99-004657.hdr.sgml : 19990518 ACCESSION NUMBER: 0000950152-99-004657 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCS HEALTHCARE INC CENTRAL INDEX KEY: 0001004990 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 341816187 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-27602 FILM NUMBER: 99628404 BUSINESS ADDRESS: STREET 1: 3201 ENTERPRISE PKWY STREET 2: STE 2200 CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2165143350 MAIL ADDRESS: STREET 1: 1400 MCDONALD INVESTMENT CENTER STREET 2: 800 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 10-Q 1 NCS HEALTHCARE, INC. 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1999 Commission File Number- 0-27602 ------- NCS HealthCare, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware No. 34-1816187 - ------------------------------- ---------------------- (State or other jurisdiction of (IRS employer incorporation or organization) identification number) 3201 Enterprise Parkway, Suite 220, Beachwood, Ohio 44122 - --------------------------------------------------------- (Address of principal executive offices and zip code) (216) 378-6800 - --------------------------------------------------------- (Registrant's telephone number, including area code) * Indicate by check whether the registrant: 1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and 2) has been subject to such filing requirement for the past 90 days. Yes X No --- --- Common Stock Outstanding - ------------------------ Indicate the number of shares outstanding of each of the Issuers' classes of common stock, as of the latest practical date. Class A Common Stock, $ .01 par value -- 14,140,595 shares as of May 12, 1999 Class B Common Stock, $ .01 par value -- 6,135,737 shares as of May 12, 1999 2 NCS HEALTHCARE, INC. AND SUBSIDIARIES INDEX
Page ---- Part I. Financial Information: Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets- March 31, 1999 and June 30, 1998 3 Condensed Consolidated Statements of Income- Three and nine months ended- March 31, 1999 and 1998 4 Condensed Consolidated Statements of Cash Flows- Nine months ended- March 31, 1999 and 1998 5 Notes to Condensed Consolidated Financial Statements - March 31, 1999 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 Part II. Other Information: Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15
2 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NCS HEALTHCARE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE INFORMATION)
(Unaudited) (Note A) March 31, June 30, ASSETS 1999 1998 -------- -------- Current Assets: Cash and cash equivalents $ 24,014 $ 21,186 Accounts receivable, less allowances 193,805 142,325 Inventories 50,609 43,784 Other 17,241 14,224 -------- -------- Total current assets 285,669 221,519 Property and equipment, at cost net of accumulated depreciation and amortization 56,392 43,593 Goodwill, less accumulated amortization 338,914 340,209 Other assets 24,823 18,469 -------- -------- Total assets $705,798 $623,790 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 31,199 $ 34,131 Accrued expenses and other liabilities 42,257 38,026 -------- -------- Total current liabilities 73,456 72,157 Line of credit 212,700 147,800 Long-term debt, excluding current portion 2,514 3,879 Convertible subordinated debentures 100,000 102,753 Other 9,767 9,867 Stockholders' Equity: Preferred stock, par value $ .01 per share, 1,000,000 shares authorized; none issued -- -- Common stock, par value $ .01 per share: Class A - 50,000,000 shares authorized; 14,126,176 and 13,334,639 shares issued and outstanding at March 31, 1999 and June 30, 1998, respectively 141 133 Class B - 20,000,000 shares authorized; 6,135,787 and 6,463,244 shares issued and outstanding at March 31, 1999 and June 30, 1998, respectively 61 65 Paid-in capital 262,517 258,462 Retained earnings 44,642 28,674 -------- -------- Total stockholders' equity 307,361 287,334 -------- -------- Total liabilities and stockholders' equity $705,798 $623,790 ======== ========
Note A: The balance sheet at June 30, 1998 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements. 3 4 NCS HEALTHCARE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, --------------------- --------------------- 1999 1998 1999 1998 --------------------- --------------------- Revenues $184,611 $137,669 $535,487 $355,888 Cost of revenues 137,167 102,812 398,787 265,766 --------------------- --------------------- Gross profit 47,444 34,857 136,700 90,122 Selling, general and administrative expenses 32,815 25,390 95,665 65,972 --------------------- --------------------- Operating income 14,629 9,467 41,035 24,150 Interest expense, net 4,588 1,808 13,367 3,063 --------------------- --------------------- Income before income taxes 10,041 7,659 27,668 21,087 Income tax expense 4,167 3,294 11,700 9,068 --------------------- --------------------- Net income $ 5,874 $ 4,365 $ 15,968 $ 12,019 ===================== ===================== Net income per share - basic $ 0.29 $ 0.22 $ 0.79 $ 0.64 ===================== ===================== Net income per share - diluted $ 0.29 $ 0.22 $ 0.79 $ 0.63 ===================== ===================== Shares used in the computation - basic 20,252 19,486 20,176 18,903 Shares used in the computation - diluted 23,410 19,757 20,338 19,219
See notes to condensed consolidated financial statements. 4 5 NCS HEALTHCARE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
Nine Months Ended March 31, ----------------------- 1999 1998 ----------------------- OPERATING ACTIVITIES Net income $ 15,968 $ 12,019 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 17,505 11,708 Changes in assets and liabilities, net of effects of assets and liabilities acquired: Accounts receivable, net (52,372) (31,053) Accrued expenses and other liabilities 1,215 7,539 Other, net (9,756) (16,972) ----------------------- Net cash used in operating activities (27,440) (16,759) ----------------------- INVESTING ACTIVITIES Purchases of businesses (1,204) (108,116) Capital expenditures for property and equipment, net (21,128) (14,953) Other (11,390) (5,933) ----------------------- Net cash used in investing activities (33,722) (129,002) ----------------------- FINANCING ACTIVITIES Proceeds from convertible subordinated debentures, net -- 97,250 Borrowings on line-of-credit 93,575 99,499 Payments on line-of-credit (28,675) (31,784) Repayment of long-term debt (1,418) (3,763) Proceeds from issuance of long-term debt 137 178 Proceeds from exercise of stock options 371 -- ----------------------- Net cash provided by financing activities 63,990 161,380 ----------------------- Net increase in cash and cash equivalents 2,828 15,619 Cash and cash equivalents at beginning of period 21,186 8,160 ----------------------- Cash and cash equivalents at end of period $ 24,014 $ 23,779 =======================
See notes to condensed consolidated financial statements. 5 6 NCS HEALTHCARE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1999 (UNAUDITED) 1. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended March 31, 1999 are not necessarily indicative of the results that may be expected for the year ending June 30, 1999. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Form 10-K for the year ended June 30, 1998. 2. On August 13, 1997, the Company issued $100,000,000 of convertible subordinated debentures (debentures) due 2004. Net proceeds to the Company were approximately $97,250,000, net of underwriting discounts and expenses. The debentures carry an interest rate of 5 3/4% and are convertible into shares of Class A Common Stock. A portion of the proceeds from the debenture offering was used to repay approximately $21,000,000 of outstanding indebtedness under short-term borrowings. The debentures are obligations of the Company. The operations of the Company are currently conducted principally through subsidiaries, which are separate and distinct legal entities. Each of the Company's wholly-owned subsidiaries has unconditionally guaranteed, jointly and severally, the Company's payment obligations under the debentures. Accordingly, summarized financial information regarding the guarantor subsidiaries has not been presented because management of the Company believes that such information would not be meaningful to investors. In July 1998, $2,753,000 of 8% convertible subordinated debentures due in fiscal 1999 were converted into 273,707 shares of Class A Common Stock. During July 1998, the Company amended its credit facility increasing the total commitment from $150,000,000 to $245,000,000. 3. During the fourth quarter of fiscal 1998, the Company recorded a nonrecurring charge of $8,900,000 primarily related to: 1) the adoption of a formal plan of restructuring to consolidate certain pharmacy sites in similar geographies; 2) the buyout of existing employment agreements with the prior owners of certain acquired businesses; 3) the write-off of certain financing fees; and 4) additional acquisition related expenses. The Company has adopted a formal plan of restructuring that will combine pharmacies in close geographical proximity in order to improve operating efficiencies. As a result of the plan, 17 pharmacy sites will be consolidated into either new or existing locations and an estimated total of 149 employees will be terminated. As of March 31, 1999, 13 site consolidations were completed, with the remainder expected to be completed by the end of fiscal 1999. 7 Details of the nonrecurring charge, related activity and reserve balance are as follows:
Nonrecurring Reserve Reserve Description Cash/Non-cash Charge Activity At 6/30/98 Activity At 3/31/99 ----------- ------------- ------------ -------- ---------- -------- ---------- (In millions) Site Consolidations Severance packages Cash $ .5 $ -- $ .5 $ (.2) $ .3 Lease terminations Cash .7 -- .7 (.3) .4 Asset impairments Non-cash 3.5 (3.5) -- -- -- Other Cash .6 (.4) .2 -- .2 Buyout of employment agreements Cash .9 (.2) .7 (.6) .1 Write-off financing fees Non-cash 1.3 (1.3) -- -- -- Other Cash 1.0 (.8) .2 (.1) .1 Non-cash .4 (.4) -- -- -- ---- ----- ---- ----- ---- Total $8.9 $(6.6) $2.3 $(1.2) $1.1 ==== ===== ==== ===== ====
4. Significant acquisitions completed by the Company during fiscal 1998 include Cheshire LTC Pharmacy, Inc. in Cheshire, Connecticut, PharmaSource Healthcare, Inc. in Norcross, Georgia, Marco & Company, LLC in Billings, Montana, MedStar Pharmacy, Inc. in Benson, North Carolina, Greenwood Pharmacy and Managed Pharmacy Services, affiliates of Eckerd Corporation based in Sharon, Pennsylvania, Medical Pharmacy in Bakersfield, California, Robcin Enterprises, Inc. in Independence, Missouri, Apple Institutional Services in Salisbury, Maryland and the institutional pharmacy assets of Walgreen Co., an Illinois corporation. The aggregate purchase price for all businesses acquired during fiscal 1998 was $188,854,000 consisting of $171,083,000 in cash, $959,000 of debt and $16,812,000 of Class A and Class B Common Stock of the Company. The Cheshire LTC Pharmacy, Inc. and MedStar Pharmacy, Inc. acquisitions were accounted for as pooling of interests transactions, however the impact of these transactions on the Company's historical financial statements is not material; consequently, prior period financial statements have not been restated for these transactions. All other acquisitions have been accounted for as purchase transactions. Unaudited pro forma data, as though the Company had purchased each of these businesses as of July 1, 1997, are set forth below:
Nine Months Nine Months Ended Ended March 31, 1999 March 31, 1998 -------------- -------------- (In thousands, except per share information) Revenues $537,099 $450,380 Net income $ 16,069 $ 11,437 Net income per share - basic $ 0.79 $ 0.59 Net income per share - diluted $ 0.79 $ 0.58
The pro forma information does not intend to be indicative of operating results that would have occurred had the acquisitions been made at the beginning of the respective periods or of results that may occur in the future. The primary pro forma adjustments reflect amortization of goodwill acquired and interest costs. The pro forma information does not give effect to any potential synergies anticipated by the Company as a result of the acquisitions such as improvements in gross margin attributable to the Company's purchasing leverage and increased operating efficiencies. 7 8 5. The Company has adopted Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128), which replaces the previously reported primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share exclude any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. All earnings per share amounts for all periods have been presented, and where necessary, restated to conform to the requirements of SFAS No. 128. The following table sets forth the computation of basic and diluted earnings per share:
THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, ------------------- ------------------- 1999 1998 1999 1998 ------------------- ------------------- Numerator: Numerator for basic earnings per share - net income $ 5,874 $ 4,365 $15,968 $12,019 Effect of dilutive securities: Convertible debentures 819 -- -- -- ------------------- ------------------- Numerator for diluted earnings per share $ 6,693 $ 4,365 $15,968 $12,019 =================== =================== Denominator: Denominator for basic earnings per share - Weighted average common shares 20,252 19,486 20,176 18,903 ------------------- ------------------- Effect of dilutive securities: Stock options 99 271 162 316 Convertible debentures 3,059 -- -- -- ------------------- ------------------- Dilutive potential common shares 3,158 271 162 316 =================== =================== Denominator for diluted earnings per share 23,410 19,757 20,338 19,219 =================== =================== Basic earnings per share $ 0.29 $ 0.22 $ 0.79 $ 0.64 =================== =================== Diluted earnings per share $ 0.29 $ 0.22 $ 0.79 $ 0.63 =================== ===================
The Company had $100,000,0000 and $102,753,000 of convertible subordinated debentures outstanding at March 31, 1999 and 1998, respectively, that were convertible into 3,058,000 and 3,332,000 shares, respectively, of Class A Common Stock that were not included in the computation of diluted earnings per share as their effect would be antidilutive for all periods presented except for the three months ended March 31, 1999. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Revenues for the three months ended March 31, 1999 increased 34.1% to $184,611,000 from $137,669,000 recorded in the comparable period in fiscal 1998. Revenues for the nine months ended March 31, 1999 increased 50.5% to $535,487,000 from $355,888,000 recorded in the comparable period in fiscal 1998. The increase in quarter and year to date revenues during fiscal 1999 over the comparable prior year period is primarily attributed to two factors: the Company's acquisition program and internal growth. Of the $179,599,000 increase for the nine months ended March 31, 1999, $107,752,000 of the increase is attributable to a full period of operations for fiscal 1998 acquisitions. These fiscal 1998 acquisitions include Cheshire LTC Pharmacy, Inc. in August 1997, PharmaSource Healthcare, Inc. in September 1997, Marco & Company, LLC in December 1997, MedStar Pharmacy, Inc. in January 1998, Medical Pharmacy, Robcin Enterprises, Inc. and Greenwood Pharmacy and Managed Pharmacy Services, affiliates of Eckerd Corporation in February 1998, Apple Institutional Services in March 1998 and the institutional pharmacy assets of Walgreens Co. in June 1998. Internal growth accounted for $71,847,000 of the increase as the Company's existing operations continued to grow through marketing efforts to new and existing clients, increased drug utilization of long-term care facility residents and the growth and integration of new and existing products and services. The total number of beds serviced by the Company as of March 31, 1999 increased 16% to 258,000 beds, from 223,000 beds at March 31, 1998. Of the $46,942,000 increase in revenues for the three months ended March 31, 1999, $22,830,000 was due to the fiscal 1998 acquisitions noted above and internal growth accounted for $24,112,000 of the increase. Cost of revenues for the three months ended March 31, 1999 increased 33.4% to $137,167,000 from $102,812,000 recorded in the comparable period in fiscal 1998. For the nine months ended March 31, 1999, cost of revenues increased 50.1% to $398,787,000 from $265,766,000 recorded in the comparable period in fiscal 1998. Cost of revenues as a percentage of revenues for the three and nine month periods ended March 31, 1999 was 74.3% and 74.5%, respectively, compared to 74.7% and 74.7% for the comparable periods during the prior fiscal year. The decrease in cost of revenues as a percentage of revenues is primarily the result of the timing of acquisitions. At the time of acquisition, the gross margins of the acquired companies are typically lower than the Company as a whole; however, the Company is typically able to increase the gross margins of the acquired companies through more advantageous purchasing terms and the use of formulary management. The Company's leverage associated with purchasing pharmaceuticals, formulary management program and leveraging of production costs positively impacted gross margins during the past year. However, these improvements were partially offset by the lower margins of companies acquired during the past year. Selling, general and administrative expenses for the three months ended March 31, 1999 increased 29.2% to $32,815,000, from $25,390,000 recorded in the comparable period in fiscal 1998. For the nine months ended March 31, 1999, selling, general and administrative expenses increased 45.0% to $95,665,000 from $65,972,000 recorded in the comparable period in fiscal 1998. Selling, general and administrative expenses as a percentage of revenues was 17.8% and 17.9% for the three and nine month periods ended March 31, 1999, respectively, compared to 18.4% and 18.5% during the comparable periods in fiscal 1998. The percentage decrease for the three and nine month periods ended March 31, 1999 is a result of creating operational efficiencies with acquisitions and the ability to leverage overhead expenses over a larger revenue base. At the time of acquisition, the selling, general and administrative expenses of the acquired companies are typically higher than the Company as a whole. The Company has been able to create operational efficiencies with acquisitions as selling, general and administrative expenses as a percentage of revenues have decreased nine quarters in a row. The increase in selling, general, and administrative expenses in absolute dollars is mainly attributable to expenses associated with the operations of businesses acquired during the prior fiscal year and the cost of upgrading information systems as the Company converts all sites to a common operating system. 9 10 The Company had net interest expense of $4,588,000 and $13,367,000 for the three and nine month periods ended March 31, 1999, compared to net interest expense of $1,808,000 and $3,063,000 during the comparable periods in fiscal 1998. The increase is primarily attributable to increased borrowing on the Company's revolving credit facility during fiscal 1998 and 1999 and a full nine months of interest expense during the nine months ended March 31, 1999 on $100,000,000 of convertible subordinated debentures issued by the Company in August 1997. The additional funds were primarily used for acquisitions. During the fourth quarter of fiscal 1998, the Company recorded a nonrecurring charge of $8,900,000 primarily related to: 1) the Company adopting a formal plan of restructuring to consolidate certain pharmacy sites in similar geographies; 2) the buyout of existing employment agreements with the prior owners of certain acquired businesses; 3) the write-off of certain financing fees; and 4) additional acquisition related expenses. The Company adopted a formal plan of restructuring that will combine pharmacies in close geographical proximity in order to improve operating efficiencies. As a result of the plan, 17 pharmacy sites will be consolidated into either new or existing locations and an estimated total of 149 employees will be terminated as a result of the plan. As of March 31, 1999, 13 site consolidations were completed with the remainder expected to be completed by the end of fiscal 1999. Details of the nonrecurring charge, related activity and reserve balance are as follows:
Nonrecurring Reserve Reserve Description Cash/Non-cash Charge Activity At 6/30/98 Activity At 3/31/99 ----------- ------------- ------------ -------- ---------- -------- ---------- (In millions) Site Consolidations Severance packages Cash $ .5 $ -- $ .5 $ (.2) $ .3 Lease terminations Cash .7 -- .7 (.3) .4 Asset impairments Non-cash 3.5 (3.5) -- -- -- Other Cash .6 (.4) .2 -- .2 Buyout of employment agreements Cash .9 (.2) .7 (.6) .1 Write-off financing fees Non-cash 1.3 (1.3) -- -- -- Other Cash 1.0 (.8) .2 (.1) .1 Non-cash .4 (.4) -- -- -- ---- ----- ---- ----- ---- Total $8.9 $(6.6) $2.3 $(1.2) $1.1 ==== ===== ==== ===== ====
Liquidity and Capital Resources Net cash used in operating activities was $27,440,000 for the nine months ended March 31, 1999, as compared to $16,759,000 during the comparable period in fiscal 1998. The increase in net cash used in operating activities was primarily due to an increase in accounts receivable. The increase in accounts receivable from June 30, 1998 is mainly attributable to a 20.5% increase in sales during the three months ended March 31, 1999, as compared to the three months ended June 30, 1998. Net cash used in investing activities decreased to $33,722,000 during the nine months ended March 31, 1999, as compared to $129,002,000 during the comparable period in fiscal 1998. The decrease is primarily the result of a decrease in cash used for acquisitions, partially offset by an increase in capital expenditures. Significant capital expenditures during the nine months ended March 31, 1999 included computer and information systems equipment, computer software, furniture and fixtures, leasehold improvements, medication carts and delivery vehicles. The Company continues to invest in converting all sites to a common operating system. 10 11 Net cash provided by financing activities decreased to $63,990,000 during the nine months ended March 31, 1999, from $161,380,000 during the comparable period in fiscal 1998. The decrease is a result of the Company completing a $100,000,000 convertible subordinated debenture offering during August 1997. In August 1997, the Company issued $100 million of convertible subordinated debentures due 2004. The debentures carry an interest rate of 5 3/4%. The debentures are obligations of the Company. The operations of the Company are currently conducted principally through subsidiaries, which are separate and distinct legal entities. The Company's ability to make payments of principal and interest on the debentures will depend on its ability to receive distributions of cash from its subsidiaries. Each of the Company's wholly-owned subsidiaries has guaranteed the Company's payment obligations under the debentures, so long as such subsidiary is a member of an affiliated group (within the meaning of Section 279(g) of the Internal Revenue Code of 1986, as amended) that includes the Company. The satisfaction by the Company's subsidiaries of their contractual guarantees, as well as the payment of dividends and certain loans and advances to the Company by such subsidiaries, may be subject to certain statutory or contractual restrictions, are contingent upon the earnings of such subsidiaries and are subject to various business considerations. The Company expects to meet future financing needs principally through the use of its revolving credit facility. In June 1998, the Company entered into a four year, $150,000,000 revolving credit facility (the "Credit Facility") with a bank, which replaced the existing $135,000,000 revolving credit facility. Under the Credit Facility, the Company also has available a $10,000,000 swing line revolving facility. In June 1998, the Company entered into a $50,000,000 bridge facility agreement (the "Bridge Facility") due December 31, 1998. Effective July 13, 1998, the Credit Facility was amended to increase the total commitment from $150,000,000 to $245,000,000 and was syndicated to a consortium of 11 banks. Also effective July 13, 1998, the Bridge Facility was paid with funds under the Credit Facility and was terminated. The Credit Facility bears interest at a variable rate based upon the Eurodollar rate plus a spread of 37.5 to 162.5 basis points, dependent upon the Company's Interest Coverage Ratio. The Credit Facility contains certain debt covenants including Interest Coverage Ratio and minimum consolidated net worth as amended on March 3, 1999. As of March 31, 1999, the Company had $212,700,000 outstanding under the Credit Facility. The Company believes that its cash and available sources of capital, including funds available under the Credit Facility, are sufficient to meet its normal operating requirements. New Accounting Standards The Financial Accounting Standards Board recently issued SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information." This statement establishes standards for the reporting of financial information about reportable segments in annual and interim financial statements. SFAS No. 131 also requires disclosure of revenues from each group of products and services, geographic areas and major customers. Currently, the Company does not expect the adoption of SFAS No. 131 to have a significant impact on the Company's reporting and disclosures. In April 1998, the Accounting Standards Executive Committee issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-up Activities." This SOP requires that start-up and organization costs be expensed as incurred, and that such previously capitalized costs be written-off as a cumulative effect of change in accounting principle upon adoption. The SOP is effective for fiscal years beginning after December 15, 1998 or the Company's fiscal year ended June 30, 2000. The Company plans to adopt this SOP in the first quarter of fiscal 2000 and will continue to capitalize and amortize start-up costs and organization costs during fiscal 1999. The Company currently estimates the adoption of the SOP will result in a charge of approximately $7,500,000, net of tax, which will be recorded as a cumulative effect of change in accounting principle. Year 2000 Readiness Disclosure Computer systems in use after the beginning of the year 2000 will need to accept four-digit entries in the date code field in order to distinguish 21st century dates from 20th century dates. Consequently, many companies face significant uncertainties because of the need to upgrade or replace their currently installed computer systems to comply with such "Year 2000" requirements. Various systems could be affected ranging from complex information technology ("IT") computer systems to non-IT devices, such as an individual machine's programmable logic controller. 11 12 The Company has reviewed all significant current and planned internal IT systems and believes these systems are Year 2000 compliant. However, there can be no assurance that coding errors or other defects will not be discovered in the future. The Company is currently in the process of reviewing and assessing all significant non-IT devices for Year 2000 compliance. The Company expects to complete this review and assessment process by June 30, 1999. Testing of devices and resolution of noncompliance issues, if any, is expected to be completed by September 30, 1999. The Company is currently determining the extent to which it may be impacted by any third parties' failure to remediate their own Year 2000 issues. The Company is assessing and reviewing relationships with all significant customers, suppliers, payors and other third parties to determine the extent, if any, to which the Company could be impacted by those third-parties' failure to remediate their own Year 2000 issues. The Company expects to complete this review and assessment by June 30, 1999. At this stage of the review no assurance can be given that the failure by one or more third parties to become Year 2000 compliant will not have a material adverse impact on its operations. The Company intends to develop contingency plans for significant third parties' determined to be at high risk of noncompliance or business disruption before September 30, 1999. The contingency plans will be developed on a case-by-case basis. Judgments regarding contingency plans are themselves subject to many variables and uncertainties. There can be no assurance that the Company will correctly anticipate the level, impact or duration of noncompliance by third parties, or that its contingency plan will be sufficient to mitigate the impact. Management of the Company believes it has an effective program in place to resolve the Year 2000 issue in a timely manner. Nevertheless, since it is not possible to anticipate all future outcomes, especially when third parties are involved, there could be circumstances in which the Company's operations could be interrupted. If the federal and state healthcare reimbursement agencies or their intermediaries fail to implement Year 2000 compliant technologies before December 31, 1999, a significant cash flow problem may result. These agencies and intermediaries have Year 2000 plans in place and we continue to monitor the status of these projects. All of these government agencies have stated that interim procedures would be implemented if their Year 2000 solutions are not in place by January 1, 2000. In addition, disruptions in the economy in general resulting from Year 2000 issues could also adversely impact the Company. The majority of costs related to Year 2000 readiness issues will be expensed as incurred and are expected to be funded through operating cash flows. Through the third quarter of fiscal 1999 costs related to the Year 2000 issue have been immaterial to the financial results of the Company. Future costs related to Year 2000 issues are also expected to be immaterial to the financial results of the Company. Estimates of costs are based on currently available information and developments may occur that could increase the costs related to Year 2000 issues. Disclosure Regarding Forward-Looking Statements Certain statements contained in or incorporated by reference into this Quarterly Report on Form 10-Q, including, but not limited to, those regarding the Company's financial position, business strategy, acquisition strategy, Year 2000 readiness disclosure and other plans and objectives for future operations and any other statements that are not historical facts constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have expected effects on its business or operations. Among the factors that could cause actual results to differ materially from the Company's expectations include the availability and cost of attractive acquisition candidates, continuation of various trends in the long-term care market (including the trend 12 13 toward consolidation), competition among providers of long-term care pharmacy services, the availability of capital for acquisitions and capital requirements, changes in regulatory requirements, reform of the health care delivery system, disruption to the operations of the Company resulting from Year 2000 issues and other factors. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company is exposed to certain market risks from transactions that are entered into during the normal course of business. The Company has not entered into derivative financial instruments for trading purposes. The Company's primary market risk exposure relates to interest rate risk. The Company has managed its interest rate risk by balancing its exposure between fixed and variable rates while attempting to minimize its interest costs. The Company has a balance of $212,700,000 on its revolving credit facility at March 31, 1999, which is subject to a variable rate of interest based on the Eurodollar rate. Assuming borrowings at March 31, 1999, a one-hundred basis point change in interest rates would impact net interest expense by approximately $2,127,000 per year. 13 14 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit Numbers Exhibit ------- ------- 10.1 Amendment No. 2, dated March 3, 1999, to the Credit Agreement dated as of June 1, 1998, among the Company and the Lenders named therein, NBD Bank and National City Bank, as co-agents, and KeyBank National Association, as a Lender, the Swing Line Lender, the Letter of Credit issuer and as Administrative Agent. 15.1 Independent Accountants' Review Report 15.2 Independent Accountants' Acknowledgment Letter 27.1 Financial Data Schedule (b) Reports on Form 8-K: No reports on Form 8-K were filed during the three months ended March 31, 1999. 14 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NCS HealthCare, Inc. (Registrant) Date: May 17, 1999 By /s/ Kevin B. Shaw ----------------------------------------------- Kevin B. Shaw President, Chief Executive Officer and Director (Principal Executive Officer) Date: May 17, 1999 By /s/ Gerald D. Stethem ----------------------------------------------- Gerald D. Stethem Chief Financial Officer (Principal Financial and Accounting Officer) 15 EX-10.1 2 EXHIBIT 10.1 1 Exhibit 10.1 AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 3, 1999 ("THIS AMENDMENT"), among the following: (i) NCS HEALTHCARE, INC., a Delaware corporation (herein, together with its successors and assigns, the "BORROWER"); (ii) the Lenders party hereto; (iii) NBD BANK and NATIONAL CITY BANK, as Lenders and as Co-Agents; and (iv) KEYBANK NATIONAL ASSOCIATION, a national banking association, as a Lender, the Swing Line Lender, the Letter of Credit Issuer, and as the Administrative Agent under the Credit Agreement: PRELIMINARY STATEMENTS: (1) The Borrower, the Lenders named therein, the Swing Line Lender and the Administrative Agent entered into the Credit Agreement, dated as of June 1, 1998, as amended by Amendment No. 1 thereto, dated as of July 13, 1998 (as so amended and in effect immediately prior to the effective date of this Amendment, the "CREDIT AGREEMENT"; with the terms defined therein, or the definitions of which are incorporated therein, being used herein as so defined). (2) The Borrower, the Lenders party hereto and the Administrative Agent desire to change one of the financial covenants contained in the Credit Agreement, all as more fully set forth below. NOW, THEREFORE, the parties hereby agree as follows: 10 AMENDMENT. Section 9.7 of the Credit Agreement is amended to read in its entirety as follows: 9.7. TOTAL SENIOR INDEBTEDNESS/CAPITAL RATIO. The Borrower will not at any time permit the ratio, expressed as a percentage, of (i) the amount of Total Senior Indebtedness at such time to (ii) the sum of the amount of Total Indebtedness at such time, PLUS its Consolidated Net Worth as of the end of the most recently completed fiscal quarter, to exceed (x) 38.00% as of the end of the fiscal quarters ended March 31, 1999 and June 30, 1999, or (y) 35.00% as of the end of the fiscal quarter ended September 30, 1999 or any subsequent fiscal quarter. 20 REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants as follows: (a) this Amendment has been duly authorized by all necessary corporate action on the part of the Borrower, has been duly executed and delivered by a duly authorized officer of the Borrower, and constitutes the valid and binding agreement of the Borrower, enforceable against the Borrower in accordance with its terms; (b) the representations and warranties of the Credit Parties contained in the Credit Agreement or in the other Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties are hereby reaffirmed as true and correct in all material respects as of the date when made; (c) no condition or event has occurred or exists which constitutes or which, after notice or lapse of time or both, would constitute an Event of Default; (d) the Borrower is in full compliance with all covenants and agreements contained in the Credit Agreement, as amended hereby, and the other Credit Documents to which it is a party; and (e) without limitation of the foregoing, each Subsidiary of the 2 Borrower which, as of the date hereof, is required to be a Subsidiary Guarantor, has as on or prior to the date hereof become a Subsidiary Guarantor under the Subsidiary Guaranty. 30 RATIFICATIONS. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. 40 BINDING EFFECT. This Amendment shall become effective on a date (the "EFFECTIVE DATE"), on or before March 19, 1999, if the following conditions shall have been satisfied on and as of such date: (a) this Amendment shall have been executed by the Borrower and the Administrative Agent, and counterparts hereof as so executed shall have been delivered to the Administrative Agent; (b) the Acknowledgment and Consent appended hereto shall have been executed by the Credit Parties named therein, and counterparts thereof as so executed shall have been delivered to the Administrative Agent; (c) the Administrative Agent shall have been notified by the Required Lenders that such Lenders have executed this Amendment (which notification may be by facsimile or other written confirmation of such execution); and (d) the Borrower shall have paid to the Administrative Agent, in immediately available funds, for distribution to the Lenders who have executed this Amendment, in proportion to their General Revolving Commitments, a nonrefundable amendment fee in the amount previously agreed between the Borrower and the Administrative Agent and communicated to the Lenders; and thereafter this Amendment shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, and each Lender and their respective permitted successors and assigns. After this Amendment becomes effective, the Administrative Agent will promptly furnish a copy of this Amendment to each Lender and the Borrower and advise them of the Effective Date. 50 MISCELLANEOUS. 5.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment, and no investigation by the Administrative Agent or any Lender or any subsequent Loan or other Credit Event shall affect the representations and warranties or the right of the Administrative Agent or any Lender to rely upon them. 5.2. REFERENCE TO CREDIT AGREEMENT. The Credit Agreement and any and all other agreements, instruments or documentation now or hereafter executed and delivered pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference therein to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby. 5.3. EXPENSES. As provided in the Credit Agreement, but without limiting any terms or provisions thereof, the Borrower shall pay on demand all reasonable costs and expenses incurred by the Administrative Agent in connection with the preparation, negotiation, and execution of this Amendment, including without limitation the reasonable costs and fees of the Administrative Agent's special legal counsel, regardless of whether this Amendment becomes effective in accordance with the terms hereof, 2 3 and all reasonable costs and expenses incurred by the Administrative Agent or any Lender in connection with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby. 5.4. SEVERABILITY. Any term or provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the term or provision so held to be invalid or unenforceable. 5.5. APPLICABLE LAW. This Amendment shall be governed by and construed in accordance with the laws of the State of Ohio. 5.6. HEADINGS. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 5.7. ENTIRE AGREEMENT. This Amendment is specifically limited to the matters expressly set forth herein. This Amendment and all other instruments, agreements and documentation executed and delivered in connection with this Amendment embody the final, entire agreement among the parties hereto with respect to the subject matter hereof and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the matters covered by this Amendment, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto relating to the subject matter hereof or any other subject matter relating to the Credit Agreement. 5.8. COUNTERPARTS. This Amendment may be executed by the parties hereto separately in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. 3 4 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written. - ---------------------------------------- -------------------------------------- NCS HEALTHCARE, INC. KEYBANK NATIONAL ASSOCIATION, INDIVIDUALLY AS A LENDER, THE SWING LINE LENDER, THE LETTER OF CREDIT BY: /S/ GERALD A. STETHEM ISSUER, AND AS ADMINISTRATIVE AGENT CHIEF FINANCIAL OFFICER BY: /S/ THOMAS J. PURCELL VICE PRESIDENT - ---------------------------------------- -------------------------------------- NBD BANK, NATIONAL CITY BANK, AS A LENDER AND AS CO-AGENT AS A LENDER AND AS CO-AGENT BY: /S/ STEVEN GEROW BY: /S/ CHRIS THORNTON FIRST VICE PRESIDENT VICE PRESIDENT - ---------------------------------------- -------------------------------------- BANK ONE, NA FIRST UNION NATIONAL BANK BY: /S/ JAN PETRIK BY: /S/ ANN M. DODD VICE PRESIDENT VICE PRESIDENT - ---------------------------------------- -------------------------------------- COMERICA BANK MELLON BANK, N. A. BY: /S/ CRAIG DURNO BY: /S/ COLLEEN MCCULLUM VICE PRESIDENT VICE PRESIDENT - ---------------------------------------- -------------------------------------- HARRIS TRUST AND SAVINGS BANK STAR BANK, N. A. BY: /S/ STANLEY C. ROSENDAHL BY: /S/ W. GREGORY SCHMID VICE PRESIDENT VICE PRESIDENT - ---------------------------------------- -------------------------------------- AMSOUTH BANK BANK HAPOALIM B. M., CHICAGO BRANCH BY: /S/ DAVID C. STYLES BY: /S/ MICHAEL J. BYRNE VICE PRESIDENT VICE PRESIDENT AND: /S/ THOMAS J. HEPPERLE TITLE: - ---------------------------------------- -------------------------------------- 4 5 ACKNOWLEDGMENT AND CONSENT For the avoidance of doubt, and without limitation of the intent and effect of sections 6 and 10 of the Subsidiary Guaranty (as such term is defined in the Credit Agreement referred to in the Amendment No. 2 to Credit Agreement (the "AMENDMENT"), to which this Acknowledgment and Consent is appended), each of the undersigned hereby unconditionally and irrevocably (i) acknowledges receipt of a copy of the Credit Agreement and the Amendment, and (ii) consents to all of the terms and provisions of the Credit Agreement as amended by the Amendment. Capitalized terms which are used herein without definition shall have the respective meanings ascribed thereto in the Credit Agreement referred to herein. This Acknowledgment and Consent is for the benefit of the Lenders, the Administrative Agent, the Collateral Agent and any Hedge Creditor (as defined in the Subsidiary Guaranty) which may be a third party beneficiary of the Subsidiary Guaranty or the Pledge Agreement, in its capacity as such third party beneficiary under any Credit Document, and their respective successors and assigns. No term or provision of this Acknowledgment and Consent may be modified or otherwise changed without the prior written consent of the Administrative Agent, given as provided in the Credit Agreement. This Acknowledgment and Consent shall be binding upon the successors and assigns of each of the undersigned. This Acknowledgment and Consent may be executed by any of the undersigned in separate counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Acknowledgment and Consent as of the date of the Amendment referred to herein. - -------------------------------------------------------------------------------- NCS HEALTHCARE OF NCS SERVICES, INC. NCS HEALTHCARE OF OKLAHOMA, INC. NCS HEALTHCARE OF IOWA, MASSACHUSETTS, INC. THRIFTY MEDICAL INC. NCS HEALTHCARE OF SUPPLY, INC. NCS HEALTHCARE OF ARIZONA, INC. NCS HEALTHCARE OF MODESTO, INC. NCS HEALTHCARE OF RHODE ISLAND, INC. NCS QUALITY CARE MONTANA, INC. NCS HEALTHCARE OF PHARMACY, INC. NCS HEALTHCARE OF KANSAS, INC. NCS HEALTHCARE OF MISSOURI, INC. NCS HEALTHCARE OF KENTUCKY, INC. NCS HEALTHCARE OF SOUTH CAROLINA, INC. KINETIC SERVICES, INC. NORTH CAROLINA, INC. NCS HEALTHCARE OF NCS DAVEN DRUG, INC. OPTIMAL ACQUISITION OREGON, INC. JK MEDICAL SERVICES, INC. CO., INC. NCS HEALTHCARE OF NCS HEALTHCARE OF NCS HEALTHCARE OF MARYLAND, INC. VERMONT, INC. NEW YORK, INC. NCS HEALTHCARE OF NCS HEALTHCARE OF PHARMASOURCE ARKANSAS, INC. BEACHWOOD, INC. HEALTHCARE, INC. NCS HEALTHCARE OF HLF ADULT HOME PHARMACY NCS HEALTHCARE OF CALIFORNIA, INC. CORP. TEXAS, INC. RESCOT SYSTEMS GROUP, NCS HEALTHCARE OF OHIO, NCS HEALTHCARE OF INC. INC. TENNESSEE, INC. UNI-CARE HEALTH NCS HEALTHCARE OF NCS HEALTHCARE OF SERVICES, INC. MICHIGAN, INC. MINNESOTA, INC. UNI-CARE HEALTH NCS HEALTHCARE OF NCS HEALTHCARE OF SERVICES OF MAINE, INDIANA, INC. WISCONSIN, INC. INC. NCS HEALTHCARE OF NCS HEALTHCARE OF ADVANCED RX SERVICES, ILLINOIS, INC. NEBRASKA, INC. INC. NCS UNLIMITED, INC. NCS HEALTHCARE OF NCS HEALTHCARE OF NCS HEALTHCARE OF NEW MEXICO, INC. FLORIDA, INC. PENNSYLVANIA, INC. BEACHWOOD HEALTHCARE NCS HEALTHCARE OF CHESHIRE LONG TERM CARE MANAGEMENT, INC. WASHINGTON, INC. PHARMACY, INC. MANAGEMENT & NETWORK SERVICES, INC. - -------------------------------------------------------------------------------- BY: /S/ MICHAEL J. MASCALI MICHAEL J. MASCALI, VICE PRESIDENT, ON BEHALF OF EACH OF THE ABOVE CORPORATIONS KERN ACQUISITION CORP. BY: /S/ KEVIN B. SHAW KEVIN B. SHAW, PRESIDENT 5 6 ================================================================================ ================================================================================ NCS HEALTHCARE, INC. AS BORROWER THE LENDERS NAMED HEREIN AS LENDERS NBD BANK NATIONAL CITY BANK AS CO-AGENTS AND [KEYBANK LOGO] KEYBANK NATIONAL ASSOCIATION AS A LENDER, THE SWING LINE LENDER, THE LETTER OF CREDIT ISSUER AND AS ADMINISTRATIVE AGENT --------------------- AMENDMENT NO. 2 DATED AS OF MARCH 3, 1999 TO CREDIT AGREEMENT DATED AS OF JUNE 1, 1998 --------------------- ================================================================================ ================================================================================ EX-15.1 3 EXHIBIT 15.1 1 EXHIBIT 15.1 INDEPENDENT ACCOUNTANTS' REVIEW REPORT The Board of Directors and Stockholders NCS HealthCare, Inc. and Subsidiaries We have reviewed the accompanying condensed consolidated balance sheet of NCS HealthCare, Inc. and subsidiaries (the Company) as of March 31, 1999, and the related condensed consolidated statements of income for the three-month and nine-month periods ended March 31, 1999 and 1998, and the condensed consolidated statements of cash flows for the nine month periods ended March 31, 1999 and 1998. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of NCS HealthCare, Inc. and subsidiaries as of June 30, 1998, and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended, not presented herein, and in our report dated August 6, 1998, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of June 30, 1998 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Cleveland, Ohio /s/ Ernst & Young LLP May 14, 1999 EX-15.2 4 EXHIBIT 15.2 1 EXHIBIT 15.2 May 14, 1999 The Board of Directors and Stockholders NCS HealthCare, Inc. and Subsidiaries We are aware of the incorporation by reference in the Registration Statements (Form S-8 No. 333-49417; Form S-3 No. 333-63437;Form S-3 No. 333-47293; Form S-3/A No. 333-29565; Form S-3/A No. 333-35551; Form S-8 No. 333-70741 and Form S-8 No. 333-72243) of NCS HealthCare, Inc. and subsidiaries of our report dated May 14, 1999, relating to the unaudited condensed consolidated interim financial statements of NCS HealthCare, Inc. and subsidiaries that are included in its Form 10-Q for the quarter ended March 31,1999. /s/ Ernst & Young LLP EX-27.1 5 EXHIBIT 27.1
5 0001004990 NCS HEALTHCARE 1,000 9-MOS JUN-30-1999 JUL-1-1998 MAR-31-1999 24,014 0 209,310 15,505 50,609 285,669 91,107 34,715 705,798 73,456 315,214 0 0 202 307,159 705,798 535,487 535,487 398,787 398,787 0 1,712 14,375 27,668 11,700 15,968 0 0 0 15,968 .79 .79
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