SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____.
Commission file number 000-23249
-------------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
PROFIT SHARING PLAN OF
PRIORITY HEALTHCARE CORPORATION AND AFFILIATES
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PRIORITY HEALTHCARE CORPORATION
250 TECHNOLOGY PARK, SUITE 124
LAKE MARY, FLORIDA 32746
REQUIRED INFORMATION
Item 4. The Plan is subject to the Employee Retirement Income Security Act of
1974 ("ERISA") and the Plan's financial statements and schedules have
been prepared in accordance with the financial reporting requirements
of ERISA. Such financial statements and schedules are included in
this Report in lieu of the information required by Items 1-3 of
Form 11-K.
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS:
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION, AT DECEMBER 31, 2000 AND 1999
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS, WITH FUND INFORMATION,
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
NOTES TO FINANCIAL STATEMENTS
SCHEDULES *:
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT
DECEMBER 31, 2000 (SCHEDULE I)
SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR
ENDED DECEMBER 31, 2000 (SCHEDULE II)
*NOTE - OTHER SCHEDULES HAVE BEEN OMITTED BECAUSE THEY
ARE NOT APPLICABLE.
(b) Exhibits
23 - Consent of Ent & Imler CPA Group, PC
INDEPENDENT AUDITORS' REPORT
To the Administrator and
Administrative Committee of
The Profit Sharing Plan of Priority
Healthcare Corporation and Affiliates:
We have audited the accompanying statements of net assets available
for plan benefits, with fund information, of The Profit Sharing Plan of
Priority Healthcare Corporation and Affiliates (the "Plan") as of December
31, 2000 and 1999, and the related statements of changes in net assets
available for plan benefits, with fund information, for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on the financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits,
with fund information, as of December 31, 2000 and 1999, and the changes in
net assets available for plan benefits, with fund information, for the years
then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are presented
for the purpose of additional analysis and are not a required part of the
basic financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
ENT & IMLER CPA GROUP, PC
Indianapolis, Indiana
June 25, 2001
PROFIT SHARING PLAN OF
PRIORITY HEALTHCARE CORPORATION
AND AFFILIATES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 2000
_________________
Fund Information
___________________________________________
BWI PHC
Common Common Mutual Loan
Stock Stock Funds Fund Total
________ _________ __________ _______ __________
Assets
Investments, at fair value: $144,246 $1,171,624 $2,492,890 $49,468 $3,858,228
Receivables:
Employer contributions - 157,152 425,992 - 583,144
Employee contributions - - - - -
Accrued investment income 35 86 - - 121
________ _________ __________ _______ __________
Total assets 144,281 1,328,862 2,918,882 49,468 4,441,493
Liabilities
Other liabilities - - - - -
________ _________ __________ _______ __________
Net assets available for
plan benefits $144,281 $1,328,862 $2,918,882 $49,468 $4,441,493
======== ========== ========== ======= ==========
See auditors' report and accompanying notes to the financial statements.
PROFIT SHARING PLAN OF
PRIORITY HEALTHCARE CORPORATION
AND AFFILIATES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1999
_________________
Fund Information
_________________________________________
BWI PHC
Common Common Mutual Loan
Stock Stock Funds Fund Total
________ ________ __________ _______ __________
Assets
Investments, at fair value: $129,406 $450,726 $1,496,692 $89,749 $2,166,573
Receivables:
Employer contributions - 94,921 372,511 - 467,432
Employee contributions - 7,364 18,466 - 25,830
Accrued investment income 27 70 - - 97
________ ________ __________ _______ __________
Total assets 129,433 553,081 1,887,669 89,749 2,659,932
Liabilities
Other liabilities - - - - -
________ ________ __________ _______ __________
Net assets available for
plan benefits $129,433 $553,081 $1,887,669 $89,749 $2,659,932
======== ======== ========== ======= ==========
See auditors' report and accompanying notes to the financial statements.
PROFIT SHARING PLAN OF
PRIORITY HEALTHCARE CORPORATION
AND AFFILIATES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2000
____________________________________
Fund Information
_________________________________________
BWI PHC
Common Common Mutual Loan
Stock Stock Funds Fund Total
_________ ___________ ___________ ________ __________
Contributions:
Employer $ - $ 157,152 $ 425,992 $ - $ 583,144
Employee - 108,978 443,073 - 552,051
Rollover - 5,694 14,760 20,454
_________ ___________ ___________ ________ __________
Total contributions - 271,824 883,825 - 1,155,649
_________ ___________ ___________ ________ __________
Investment
Income:
Interest and dividends 633 1,443 220,600 5,366 228,042
Realized gains and losses 32,589 385,186 13,648 - 431,423
Net appreciation
(depreciation) in
fair value of investments 54,633 426,230 (339,698) - 141,165
_________ ___________ ___________ ________ __________
Total investment income 87,855 812,859 (105,450) 5,366 800,630
_________ ___________ ___________ ________ __________
Total additions 87,855 1,084,683 778,375 5,366 1,956,279
Distributions to participants (1,515) (28,815) (142,143) - (172,473)
Administrative expenses (243) (1,845) - (157) (2,245)
Net transfers (to) (71,249) (278,242) 394,981 (45,490) -
from other funds
_________ ___________ ___________ ________ __________
Net increase in net assets
available for plan benefits 14,848 775,781 1,031,213 (40,281) 1,781,561
Beginning of year 129,433 553,081 1,887,669 89,749 2,659,932
_________ ___________ ___________ ________ __________
End of year $144,281 $1,328,862 $2,918,882 $49,468 $4,441,493
======== ========== ========== ======= ==========
See auditors' report and accompanying notes to the financial statements.
PROFIT SHARING PLAN OF
PRIORITY HEALTHCARE CORPORATION
AND AFFILIATES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1999
____________________________________
Fund Information
________________________________________________
BWI PHC
Common Common Mutual Loan
Stock Stock Funds Fund Total
__________ ________ ___________ ________ ___________
Contributions:
Employer $ - $ 94,921 $ 372,511 - $ 467,432
Employee - 95,524 268,829 - 364,353
Contribution from Bindley
Western, Inc. 190,834 64,215 1,128,642 - 1,383,691
__________ ________ ___________ ________ ___________
Total contributions 190,834 254,660 1,769,982 - 2,215,476
__________ ________ ___________ ________ ___________
Investment
Income:
Interest and dividends 729 849 108,750 1,662 111,990
Realized gains and losses 57,561 853 29,710 - 88,124
Net appreciation (depreciation)
in
fair value of investments 55,301 107,377 109,310 - 271,988
__________ ________ ___________ ________ ___________
Total investment income 113,591 109,079 247,770 1,662 472,102
__________ ________ ___________ ________ ___________
Total additions 304,425 363,739 2,017,752 1,662 2,687,578
Distributions to participants (6,516) (10,496) (9,331) - (26,343)
Administrative expenses (426) (763) - (114) (1,303)
Net transfers (to) from other funds (168,050) 200,601 (120,752) 88,201 -
__________ ________ ___________ ________ ___________
Net increase in net assets available
for plan benefits 129,433 553,081 1,887,669 89,749 2,659,932
Beginning of year - - - - -
__________ ________ ___________ ________ ___________
End of year $129,433 $553,081 $1,887,669 $89,749 $2,659,932
========== ======== =========== ======== ===========
See auditors' report and accompanying notes to the financial statements.
PROFIT SHARING PLAN OF
PRIORITY HEALTHCARE CORPORATION
AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000 AND 1999
NOTE 1 - DESCRIPTION OF THE PLAN
The following brief description of the Profit Sharing Plan of Priority
Healthcare Corporation and Affiliates is provided for general information
purposes only. Participants should refer to the plan agreement for more
complete information.
GENERAL
Effective January 1, 1999, Priority Healthcare Corporation adopted the
Profit Sharing Plan of Priority Healthcare Corporation and Affiliates (the
"Plan") which is a combined profit sharing and 401(K) pre-tax savings plan,
using the Prism Prototype Retirement Plan and Trust (the "Prism Plan"). The
purpose of the Plan is to provide retirement income and other benefits to
eligible employees of Priority Healthcare Corporation and its Affiliates (the
"Company").
PARTICIPATION
Employees are eligible to participate in the Company's profit sharing
program of the Plan on January 1, April 1, July 1 or October 1, whichever
comes first, after completing one year of service and attaining age eighteen.
An employee is considered to have completed one year of service at the end of
the first twelve-month period during which the employee has completed no fewer
than 1,000 hours of service.
Employees are eligible to make 401(K) pre-tax contributions to the Plan
beginning on January 1, April 1, July 1 or October 1, whichever comes first,
after 90 days of employment and attaining age eighteen.
ADMINISTRATION
The Plan is administered by a committee (the "Committee") appointed by
the Compensation and Stock Option Committee of the Company's Board of
Directors. The Plan has a trust agreement with Key Trust (the "Trustee")
whereby the Trustee receives contributions, invests Plan assets and
distributes amounts for benefit payments as directed by the Committee. All
trustee's fees and other administrative expenses, exclusive of those incurred
in relation to the Committee, are paid by the Plan.
CONTRIBUTIONS AND ALLOCATIONS TO PARTICIPANTS
The Company's annual profit sharing contribution to the Plan is a
discretionary amount determined by the Board of Directors. The profit sharing
contribution, before forfeitures, for 2000 and 1999 was $606,530 and $471,050,
respectively.
Participants may authorize that a pre-tax amount between 1% and 13% of
their annual compensation be contributed on their behalf to the Plan.
However, the annual contribution per employee cannot exceed $10,500 and
$10,000 for 2000 and 1999, respectively. Participants may also make qualified
rollover contributions to the Plan.
Profit sharing contributions are allocated to participants on the basis
of the ratio that each participant's compensation bears to the total
compensation paid to all Plan participants for the applicable Plan year. The
maximum compensation allowed is $170,000 and $160,000 in 2000 and 1999,
respectively.
Forfeitures (the non-vested portion of those participant's accounts who
have terminated service with the Company) are used to offset future employer
profit sharing contributions. At December 31, 2000 and 1999, forfeited non-
vested accounts totaled $23,285 and $3,618, respectively.
Income (net of expenses) is allocated on a daily basis based on the ratio
of each participant's adjusted beginning balance to the total of all
participants' adjusted beginning balances for the applicable investment fund.
VESTING AND DISTRIBUTIONS
A participant's interest in his pre-tax employee contributions and the
earnings thereon are 100% vested at all times.
A participant's interest in his profit sharing account is vested as
follows:
Number of Years Percentage
OF SERVICE VESTED
1 20%
2 40%
3 60%
4 80%
5 100%
In the event of a participant's retirement on or after his 65{th}
birthday, total disability or death, his profit sharing account becomes fully
vested.
Distributions consist of benefit payments to eligible participants,
payments of vested amounts to terminated participants and payments to
participants who can demonstrate financial hardship. Participants are also
able to obtain loans from the Plan. Loans issued under the Prism Plan bear a
rate of interest of prime plus 1%. The loan fund is utilized as the
disbursement fund for loans granted by the Plan.
All distributions and loans to participants must be approved by the
Committee.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accounts of the Plan are maintained on the accrual basis of
accounting.
INVESTMENTS AND INVESTMENT INCOME
Investments are stated at fair value which equals quoted market value or
unit values based upon quoted market values. Participant loans are valued at
cost, which approximates fair value. Interest and dividends are credited to
the accounts when earned.
PAYMENT OF BENEFITS
Upon termination of service, a participant may elect to receive a lump
sum amount equal to the value of their account. Benefits are recorded when
paid.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
NOTE 3 - INVESTMENTS
The Plan's investments are held by a Trustee. The Plan provides that the
contributions will be invested in several different investment programs as
directed by each participant. These investment programs range from money
market, government secured, fixed income, growth, aggressive funds, and the
Company's own stock. For the participants who fail to complete the proper
investment election forms, these participant accounts are automatically
invested in the low risk government secured investment. The net appreciation
(depreciation) in fair value for each significant class of investment is shown
in the accompanying financial statements as investment income.
INVESTMENT OPTIONS
Under the Prism Plan, participants are able to direct their contributions
among several investment options. The investment funds available to
participants are as follows:
1. VICTORY INVESTMENT QUALITY BOND FUND - invests primarily in
investment-grade bonds issued by corporations and the U.S. Government and
its agencies or instrumentalities.
2. VICTORY BALANCED FUND - invests in a diversified portfolio of common
stocks and fixed income securities or other collective funds holding
these securities.
3. VICTORY SPECIAL VALUE FUND - invests primarily in common stocks of small
and medium-sized companies.
4. BINDLEY WESTERN INDUSTRIES COMMON STOCK FUND - invests in the common
stock of Bindley Western Industries, Inc.
5. VICTORY U.S. GOVERNMENT OBLIGATIONS FUND - invests only in short-term
securities issued or guaranteed by the U.S. Treasury and repurchase
agreements collateralized by U.S. Treasury securities with maturities of
thirteen months or less.
6. AMERICAN EUROPACIFIC GROWTH FUND - invests in small and large companies
based in industrial nations as well as smaller, developing nations.
7. AMERICAN WASHINGTON MUTUAL INVESTORS FUND - invests primarily in
companies that consistently pay dividends and earn more than their
dividend payout.
8. JANUS FUND - invests primarily in a diversified portfolio of common
stocks of issuers of any size.
9. VICTORY STOCK INDEX - composed of 500 domestically traded common
stocks weighted according to the market value of each common stock in the
Index.
10. PRIORITY HEALTHCARE CORPORATION COMMON STOCK FUND - invests in the
common stock of Priority Healthcare Corporation.
FUND TRANSFERS
Transfers between funds result from participants redirecting their
contributions between the funds listed above.
NOTE 4 - PARTY-IN-INTEREST
Participants in the Plan may invest their contributions/account balances
in a Priority Healthcare Corporation Common Stock Fund, which primarily holds
shares of Priority Healthcare Corporation common stock. At December 31, 2000,
this fund held 28,088 shares with a historical cost of $646,330 and a market
value of $1,171,624. At December 31, 1999, this fund held 15,057 shares with
an historical cost of $351,661 and a market value of $450,726.
NOTE 5 - INCOME TAX STATUS
The Internal Revenue Service issued a determination letter stating that
the Plan qualifies for tax exempt status under the applicable provisions of
the Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, management believes the Plan is designed and
is currently being administered in accordance with the Internal Revenue Code
and ERISA.
NOTE 6 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of plan
termination, participants will become 100 percent vested in their accounts.
NOTE 7 - DIFFERENCE FROM FORM 5500
At December 31, 2000 and 1999, there are no differences between the
Annual Return/Report of Employee Benefit Plan (Form 5500) filed with the
Internal Revenue Service and the accompanying financial statements.
NOTE 8 - SUBSEQUENT EVENT
On February 14, 2001 Bindley Western Industries, Inc. merged with
Cardinal Health, Inc. This was a stock-for-stock transaction, where Bindley
Western Industries, Inc. shareholders received 0.4275 Cardinal Health, Inc.
common shares for each outstanding share of Bindley Western Industries, Inc.
Schedule I
Form 5500
Schedule H
Part IV line 4i
PROFIT SHARING PLAN OF
PRIORITY HEALTHCARE CORPORATION
AND AFFILIATES
______________
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 2000
_________________
(a) (b) (c) (d) (e)
Description of Current
Identity of Issue Investment Cost Value
_________________ ______________ __________ __________
Bindley Western Industries Equity Securities $ 34,312 $ 144,246
Common Stock Fund of Bindley Western
Industries, Inc.
* Priority Healthcare Corp Common Equity Securities 646,330 1,171,624
Stock Fund of Priority Healthcare
Corporation
American Europacific Growth Fund Registered Investment 331,691 278,694
Companies
Janus Fund Registered Investment 933,516 744,109
Companies
Victory Special Value Fund Registered Investment 265,390 266,518
Companies
Victory Stock Index Fund Registered Investment 91,216 82,959
Companies
Victory Balanced Fund Registered Investment 261,550 261,122
Companies
American Washington Mutual Inv. Fund Registered Investment 530,706 527,519
Companies
Victory Investment Quality Bond Registered Investment 84,989 85,563
Companies
Victory U.S. Government Obligations Registered Investment 224,220 246,406
Fund Companies
* Loans to participants (Interest 49,468 49,468
rates of 8.25% to 9.25%)
__________ __________
$3,453,388 $3,858,228
========== ==========
*Denotes party-in-interest.
See auditors' report and accompanying notes to the financial statements.
Schedule II
Form 5500
Schedule H
Part IV line 4j
PROFIT SHARING PLAN OF
PRIORITY HEALTHCARE CORPORATION
AND AFFILIATES
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
____________________________________
(a) (b) (c) (d) (e) (f) (g) (h) (j)
Current Value
of Asset on
Identity of Purchase Selling Lease Transaction Transaction Net Gain
Party Involved Description of Asset Price Price Rental Expenses Cost Date or (loss)
______________ ____________________ ________ _______ ______ ___________ ____ _____________ _________
Key Trust Company Victory U.S.
of Indiana, NA Government
Obligations Fund $ 187,804 $ 187,804 $ 187,804 $ -
Key Trust Company American Washington
of Indiana, NA Mutual Investors Fund 318,395 318,395 318,395 -
Key Trust Company Victory Balanced Fund
of Indiana, NA 107,638 107,638 107,638 -
Key Trust Company American Europacific
of Indiana, NA Growth Fund 397,325 397,325 397,325 -
Key Trust Company Janus Fund
of Indiana, NA Mutual Fund 1,408,194 1,408,194 1,408,194 -
Key Trust Company Victory Prime
of Indiana, NA Obligation Money
Market Fund 138,654 138,654 138,654 -
Key Trust Company Priority Healthcare
of Indiana, NA Corporation Common
Stock Fund 817,473 817,473 817,473 -
Key Trust Company Victory Special
of Indiana, NA Value Fund 157,628 157,628 157,628 -
Key Trust Company Victory Stock
of Indiana, NA Index Fund 106,666 106,666 106,666
Key Trust Company Victory U.S.
of Indiana, NA Government
Obligation Fund 163,817 160,913 163,817 2,904
Key Trust Company American Europacific
of Indiana, NA Growth Fund 260,341 284,793 260,341 (24,452)
Key Trust Company Janus Fund
of Indiana, NA Mutual Fund 568,852 579,577 568,852 (10,725)
Key Trust Company Priority Healthcare
of Indiana, NA Common Stock Fund 918,314 605,930 918,314 312,384
Key Trust Company Victory Prime
of Indiana, NA Obligations Fund 127,747 127,747 127,747 -
Key Trust Company Victory Balanced
of Indiana, NA Fund 66,876 67,936 66,876 (1,060)
Key Trust Company American Washington
of Indiana, NA Mutual Investment
Fund 259,155 269,309 259,155 (10,154)
Key Trust Company Victory Special
of Indiana, NA Value Fund 54,177 51,825 54,177 2,352
Key Trust Company Victory Stock
of Indiana, NA Index Fund 22,280 22,805 22,280 (525)
See auditors' report and accompanying notes to the financial statements.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
PROFIT SHARING PLAN OF PRIORITY HEALTHCARE
CORPORATION AND AFFILIATES
Date: June 26, 2001 By /s/ Barbara J. Luttrell
Name: Barbara J. Luttrell
Title: Plan Administrator