UNITED STATES
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 [ fee required]
For the fiscal year end December 31, 2000
OR
[ ] Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934 [no fee required]
For the transition period from _________ to ____________
Commission file number _________
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
Genesis Health Ventures, Inc. Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Genesis Health Ventures, Inc.
101 East State Street
Kennett Square, PA 19348
(610) 444-6350
Genesis Health Ventures, Inc. Retirement Plan Financial Statements, Supplemental
Schedule and Exhibits as of December 31, 2000 and 1999 and for the year ended
December 31, 2000.
The following plan financial statements, schedules and reports, have been
prepared in accordance with the financial reporting requirements of ERISA.
Page No.
Items 1 - 3: Not applicable under ERISA filing.
Item 4: Financial Statements and Exhibits.
Index to Financial Statements 3
Signature Page 13
Index to Exhibits 14
GENESIS HEALTH VENTURES, INC.
RETIREMENT PLAN
Financial Statements and Supplemental Schedules
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
GENESIS HEALTH VENTURES, INC.
RETIREMENT PLAN
Table of Contents
Page
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits,
December 31, 2000 and 1999 2
Statement of Changes in Net Assets Available for Plan Benefits,
Year ended December 31, 2000 3
Notes to Financial Statements 4
Schedule:
1 Schedule of Assets Held for Investment Purposes,
December 31, 2000 9
Independent Auditors' Report
The Pension Committee and the Participants
Genesis Health Ventures, Inc. Retirement Plan:
We were engaged to audit the accompanying statements of net assets available for
plan benefits of the Genesis Health Ventures, Inc. Retirement Plan as of
December 31, 2000 and 1999, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 2000. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide 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 benefits of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the year ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes is presented for the purpose of additional analysis and is
not a required part of the basic financial statements, but is 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. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG LLP
Philadelphia, Pennsylvania
June 25, 2001
1
GENESIS HEALTH VENTURES, INC.
RETIREMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2000 and 1999
2000 1999
------------ ------------
Assets:
Cash $ 4,048 $ 200,820
Investments 203,595,550 176,682,368
Employer matching receivable 5,955,149 6,425,115
Employee contribution receivable 2,206,251 1,612,608
Loans to participants 5,386,170 4,366,347
------------- -------------
Total assets 217,147,168 189,287,258
------------- -------------
Liabilities:
Due to administrator 88,380 84,228
------------- -------------
Total liabilities 88,380 84,228
------------- -------------
Net assets available for plan benefits $ 217,058,788 $ 189,203,030
============= =============
See accompanying notes to financial statements.
2
GENESIS HEALTH VENTURES, INC.
RETIREMENT PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 2000
Additions:
Contributions:
Employees $ 26,395,034
Employer 5,432,957
Rollovers 566,095
Interest income and dividends 17,960
Transfers from other plans (note 1) 39,241,291
-------------
Total additions 71,653,337
-------------
Deductions:
Administrative expenses 677,597
Distributions and other 19,275,514
Net depreciation in fair value of investments 23,844,468
-------------
Total deductions 43,797,579
-------------
Net increase 27,855,758
Net assets:
Beginning of year 189,203,030
-------------
End of year $ 217,058,788
=============
See accompanying notes to financial statements.
3
Genesis Health Ventures, Inc.
Retirement Plan
Notes to Financial Statements
December 31, 2000 and 1999
(1) Description of the Plan
The following description of Genesis Health Ventures, Inc. Retirement
Plan (the Plan) is provided for general information purposes only.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
(a) General
The Plan is for the benefit of all employees who complete 12
consecutive months during which they have been credited with at
least 1,000 hours of service in their first year or any calendar
year thereafter, and who have not been employed under the terms
and conditions of a collective bargaining agreement. The Plan was
adopted on January 1, 1989, and is a defined contribution plan
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA) and Section 401(k) of the Internal
Revenue Code.
In February 2000, the Health Objects Corp. 401(k) Plan was merged
into the Plan as a result of an acquisition made by Genesis Health
Ventures, Inc. (the Company), the Plan's sponsor. Total assets
transferred from the Health Objects Corp. 401(k) Plan were
$203,222.
In March 2000, the Wachusett Manor Nursing Home 401(k) Plan was
merged into the Plan as a result of an acquisition made by a
subsidiary of the Company. Total assets transferred from the
Wachusett Manor Nursing Home 401(k) Plan were $325,374.
In June 2000, a portion of the ADS Group, Inc. 401(k) Plan was
merged into the Plan as a result of an acquisition made by a
subsidiary of the Company. Total assets transferred from the ADS
Group, Inc. 401(k) Plan were $198,027.
In October 2000, the Century Care Management, Inc. 401(k) Savings
Plan was merged into the Plan as a result of an acquisition made
by a subsidiary of the Company. Total assets transferred from the
Century Care Management, Inc. 401(k) Savings Plan were
$38,514,668.
(b) Contributions
Eligible employees may make a voluntary, tax-deferred annual
contribution of up to $10,500 and $10,000 to the Plan for the
years ended December 31, 2000 and 1999, respectively. This figure
is adjusted annually for inflation as provided under the Internal
Revenue Code. Each plan year, the Board of Directors of the
Company may fix the proportionate contribution at any level, and
intends to announce the level of such contributions in advance of
each plan year. During the year ended December 31, 2000, the
Company contributed amounts on behalf of each participant as
follows:
For one to six years of service - 50% of the individual's
contribution, limited to 1% of the employee's annual
salary.
For seven years or more of service - 75% of the
individual's contribution, limited to 3% of the employee's
annual salary.
The Company may also elect to make an additional profit-sharing
contribution to the Plan. Such contribution is discretionary by
the Company's Board of Directors. The Company did not elect to
make any profit-sharing contributions for the year ended December
31, 2000.
4
In order for a participant to share in the employer's matching
and/or profit-sharing contributions for any plan year, the
participant must have met one of the following conditions during
the plan year to be considered an "active participant":
a) Remained employed on the last day of the plan year;
b) Retired;
c) Died; or
d) Became disabled.
In addition, a participant is also required to have a minimum of
1,000 hours of service in the plan year to share in profit-sharing
contributions.
(c) Participant Accounts
Participants have a nonforfeitable interest in their contributions
at all times, although there are certain restrictions and options
on withdrawals. The participant's vested interest in their account
under the Plan as it is attributable to employer matching
contributions and employer profit-sharing contributions is as
follows:
Vested
Years of service percentage
-------------------------------------------- ----------
Fewer than five years None
Five years or more 100%
Attainment of age 65, death or disability
while in the employ of the Company 100%
The Plan provides for modification of the vesting schedule to 100%
after three or more years of service in certain situations.
(d) Payment of Benefits
Normal and deferred retirement benefits, disability benefits, and
vested benefits are generally distributed as a single sum. A
participant may request that normal retirement benefits be
distributed in approximately equal installments over a period of
years not to exceed the life expectancy of the participant and the
participant's designated beneficiary.
(e) Forfeitures
Forfeitures of nonvested Company contributions are used to offset
such future contributions.
(f) Investment Income
Unrealized appreciation (depreciation) is determined periodically
for the Genesis Stock Fund based on changes in the quoted market
value of the Company's common stock (note 3). Unrealized
appreciation (depreciation) of the Capital Preservation Fund,
Janus Fund, Janus Worldwide Fund, Diversified Bond Fund, Vanguard
Wellington Fund, Evergreen Growth and Income Fund, and Enhanced
Stock Market Fund is determined based upon quoted market values.
Dividends in the Capital Preservation Fund are reinvested.
Dividends, interest income, and capital gains (losses) in the
Janus Fund, Janus Worldwide Fund, Diversified Bond Fund, Vanguard
Wellington Fund, Evergreen Growth and Income Fund, and Enhanced
Stock Market Fund are reinvested. Such amounts are added to or
deducted from the participants' accounts based on the terms of the
Plan and are treated as net appreciation or depreciation in the
fair value of investments in the accompanying statement of changes
in net assets available for plan benefits.
5
(2) Summary of Significant Accounting Policies
The accompanying financial statements have been prepared on the accrual
basis of accounting and present the net assets available for plan
benefits and changes in those net assets.
(a) Administrative Expenses
Administrative expenses incurred in the operation of the Plan are
paid by the Plan.
(b) Investments
Investments in the Genesis Stock Fund are valued at their quoted
market value. Investments in the Capital Preservation Fund, Janus
Fund, Janus Worldwide Fund, Diversified Bond Fund, Vanguard
Wellington Fund, Evergreen Growth and Income Fund, and Enhanced
Stock Market Fund are valued at the respective mutual funds' net
asset value, which approximates fair value.
(3) Investments
A participant may direct contributions in any of the following investment
options in increments of 1%:
Capital Preservation Fund invests primarily in guaranteed
investment contracts.
Janus Fund invests primarily in common stocks of a large number of
issuers.
Janus Worldwide Fund invests primarily in common stocks of foreign
and domestic companies.
Diversified Bond Fund invests in full maturity bonds.
Genesis Health Ventures, Inc. Stock Fund invests in common stock
of the Company.
Vanguard Wellington Fund invests in a balance of equities and
fixed income securities. Evergreen Growth and Income Fund invests
in small- and mid-cap equity funds.
Enhanced Stock Market Fund invests in large-cap equity index
funds.
At December 31, 2000 and 1999, the Genesis Health Ventures, Inc. Stock
Fund contained 854,253 and 947,935 investment units, respectively, with a
per-unit value of $0.06 and $2.71, respectively. This fund was
discontinued as an investment option on June 5, 2000.
On June 22, 2000, the Company filed for bankruptcy protection under
Chapter 11 with the U.S. Bankruptcy Court in Wilmington, Delaware, and
its stock was delisted from the New York Stock Exchange.
6
The following presents the investment balances at December 31, 2000 and
1999:
2000 1999
-------------- --------------
Genesis Genesis Health Ventures, Inc. Stock Fund $ 48,872 2,567,018
Federated Capital Preservation Fund* 31,658,660 25,530,359
Janus Janus Fund* 82,146,368 77,930,671
Janus Janus Worldwide Fund* 44,411,947 48,046,340
First Union Diversified Bond Fund* 11,407,104 8,346,045
Vanguard Vanguard Wellington Fund* 16,121,713 3,391,401
Evergreen Evergreen Growth and Income Fund 3,440,927 1,493,399
First Union Enhanced Stock Market Fund* 14,359,959 9,377,135
-------------- --------------
$ 203,595,550 176,682,368
============== ==============
*Represents 5% or more of the Plan's net assets.
During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value by $23,844,468 as follows:
Mutual funds $ (22,349,738)
Common stock (2,574,814)
Bonds 1,080,084
---------------
$ (23,844,468)
===============
(4) Forfeitures
The total of nonvested forfeiture accounts used to reduce future employer
contributions was $518,392 and $347,806 as of December 31, 2000 and 1999,
respectively.
(5) Federal Income Tax
The Internal Revenue Service has determined that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code and thus
is a qualified plan for federal income tax purposes. The Company believes
the Plan, as amended, continues to operate and qualify as designed.
(6) Plan Termination
Although it has not expressed any intent to do so, the Company reserves
the right to amend, suspend and/or terminate the Plan at any time. Upon
termination, all participants will become fully vested in the amounts
standing to their credit under the Plan.
(7) Loan Fund
Beginning March 1999, loans became an option in the Plan. Participants
are able to borrow up to 50% of their vested balance with a minimum loan
of $1,000 and a maximum loan of $50,000. Such loans are generally repaid
through payroll deductions over a period not to exceed five years and
bear interest at prime rate at the date of the loan. Only one loan
outstanding at a time is permitted. (Prior plans merged into the Plan
permitted multiple loans, which were grandfathered into the Plan.)
(8) Reconciliation of Financial Statements to Form 5500
As of June 2001, the Plan has not yet prepared its Form 5500 for the year
ended December 31, 2000.
7
(9) Changes in Reporting Requirements
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 99-3, Accounting for and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure
Matters. SOP 99-3 simplifies the disclosure for certain investments and
is effective for plan years ending after December 15, 1999, with earlier
application encouraged. The Plan adopted SOP 99-3 during the Plan year
ended December 31, 1999. Accordingly, information previously required to
be disclosed about participant-directed fund investment programs are no
longer required to be presented in the Plan's financial statements.
8
Schedule 1
GENESIS HEALTH VENTURES, INC.
RETIREMENT PLAN
Schedule of Assets Held for Investment Purposes
December 31, 2000
Fair or
contract
Description value
- ----------------------------------------------------- -------------
Common stock:
Genesis Health Ventures, Inc.(see note below)* $ 48,872
Mutual funds:
Federated Bank and Trust Capital
Preservation Fund 31,658,660
Janus Fund 82,146,368
Janus Worldwide Fund 44,411,947
Diversified Bond Fund* 11,407,104
Vanguard Wellington Fund 16,121,713
Enhanced Stock Market Fund* 14,359,959
Evergreen Growth and Income Fund* 3,440,927
Loans to participants (interest rates
range from 7.29% to 9.69%)* 5,386,170
-------------
Total investments $ 208,981,720
=============
* Represents a party-in-interest.
On June 22, 2000, Genesis Health Ventures, Inc. filed for bankruptcy protection
under Chapter 11 with the U.S. Bankruptcy Court in Wilmington, Delaware, and
subsequently, its stock was delisted from the New York Stock Exchange.
9
SIGNATURES
The Plan: Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other person who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereto duly authorized.
GENESIS HEALTH VENTURES, INC RETIREMENT PLAN
--------------------------------------------
(Name of Plan)
By: /s/ JAMES W. TABAK
-------------------------------
James W. Tabak, Sr. Vice President,
Human Resources
Date: June 28, 2001
EXHIBIT INDEX
Item
23 Consent of KPMG LLP, Independent Auditors