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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] Annual report pursuant to Section 15 (d) of the Securities Exchange Act
of 1934 (No fee required)
For the period ended December 31, 2000
OR
[] Transition report pursuant to Section 15 (d) of the Securities Exchange
Act of 1934 (No fee required)
A. Full title of the Plan and the address of the Plan, if different
from that of the issuer named below:
NCS HealthCare Employee Savings Plan and Trust
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
NCS HealthCare, Inc.
3201 Enterprise Parkway, Suite 220
Beachwood, Ohio 44122
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator of the Plan (or other persons who administer the Plan) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
NCS HealthCare Employee
Savings Plan and Trust
Date: June 29, 2001 By /s/ Gerald D. Stethem
-----------------------------------
Gerald D. Stethem
Chief Financial Officer
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NCS HealthCare Employee Savings Plan and Trust
Financial Statements
and Supplemental Schedule
December 31, 2000 and 1999
and the Year Ended December 31, 2000
TABLE OF CONTENTS
Report of Independent Auditors............................................ 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits........................... 2
Statement of Changes in Net Assets Available for Benefits................. 3
Notes to Financial Statements............................................. 4
SUPPLEMENTAL SCHEDULE
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)........... 9
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Report of Independent Auditors
The Trustees
NCS HealthCare Employee Savings Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of NCS HealthCare Employee Savings Plan and Trust as of December 31, 2000 and
1999, and the related statement of changes in net assets available for 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. 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 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 benefits of the Plan as of
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2000 is presented for purposes of
additional analysis and is not a required part of the 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 our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
Cleveland, Ohio
June 13, 2001
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NCS HealthCare Employee Savings Plan and Trust
Statements of Net Assets Available for Benefits
DECEMBER 31
2000 1999
-----------------------------
ASSETS
Investments $29,890,168 $33,990,805
Contribution receivables:
Employer 18,456 --
Participant 108,914 307,322
----------- -----------
Total contribution receivables 127,370 307,322
----------- -----------
Net assets available for benefits $30,017,538 $34,298,127
=========== ===========
See accompanying notes to financial statements.
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NCS HealthCare Employee Savings Plan and Trust
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2000
ADDITIONS
Investment income (loss):
Net depreciation in fair value of investments $ (4,361,861)
Interest and dividends 8,967
------------
(4,352,894)
Contributions:
Participants 5,174,940
Employer 910,078
Rollover 157,838
------------
6,242,856
------------
Total additions 1,889,962
DEDUCTIONS
Benefits paid directly to participants 6,170,551
------------
Total deductions 6,170,551
------------
Net decrease (4,280,589)
Net assets available for benefits
at beginning of year 34,298,127
------------
Net assets available for benefits
at end of year $ 30,017,538
============
See accompanying notes to financial statements
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NCS HealthCare Employee Savings Plan and Trust
Notes to Financial Statements
December 31, 2000 and 1999 and
Year Ended December 31, 2000
A. DESCRIPTION OF THE PLAN
The following description of the NCS HealthCare Employee Savings Plan and Trust
(the "Plan") provides only general information. Participants should refer to the
Summary Plan Description for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution plan available to certain employees of NCS
HealthCare, Inc. (the Company and Plan Sponsor) who have completed six months of
service, attained the age of 18 and completed a minimum of 500 hours of
consecutive service, excluding employees covered by a collective bargaining
agreement. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Each year, participants may contribute up to 15 percent of their pretax annual
compensation, as defined in the Plan, limited to the maximum permitted by the
Internal Revenue Code. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution
plans. In addition, the Company may make matching and special discretionary
contributions to the Plan in an amount to be determined each year by the
Company. Special discretionary Company contributions are allocated to those
participants who are both employed by the Company at the end of the year and
have 1,000 hours of service. From January 1, 1999 through September 30, 2000,
all matching contributions made by the Company on or subsequent to that date
were invested in Company stock. Effective October 1, 2000, all Company matching
contributions are invested at the direction of the participant.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of the Company's contributions, Plan earnings and forfeitures.
Allocations of the Company's contributions and Plan earnings are based on the
ratio of the participant's account balance in the respective fund to the total
fund balance as of the valuation date. Allocation of forfeitures is based on
the ratio of the compensation with respect to total compensation for all
participants. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account.
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NCS HealthCare Employee Savings Plan and Trust
Notes to Financial Statements (continued)
A. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. Participants vest in the employer contributions at a rate of 20 percent
per year beginning after one year of service, becoming 100 percent vested after
five years of service. Participants or their beneficiaries are entitled to
receive the vested portion of the participant account balance, upon normal
retirement (age 65), death, disability or termination of employment. Upon
termination of employment, a participant's nonvested portion of Company
contributions and related earnings are forfeited. There were $211,016 and
$139,305 of forfeitures available to allocate among the accounts of all eligible
participants as of December 31, 2000 and 1999, respectively.
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their account balance. The
loans are secured by the balance in the participant's account and bear interest
at a rate commensurate with local prevailing rates as determined monthly by the
Plan Administrator. The maximum number of years permitted for repayment is five
years, except for loans used for the purchase of a principal residence.
PAYMENT OF BENEFITS / WITHDRAWALS
Upon retirement, death, disability or termination of service, or plan
termination, a participant's normal form of benefits is a life annuity or joint
and survivor spouse annuity. Optional forms of distribution include one lump-sum
payment, installment payments, or other types of annuities. Participants who
prove financial hardship may withdraw a portion of their account balance, as
determined by the plan administrator.
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.
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NCS HealthCare Employee Savings Plan and Trust
Notes to Financial Statements (continued)
B. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis of
accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments, excluding the guaranteed certified funds, are stated at
fair value. The insurance company pooled separate accounts are valued at quoted
market prices that represent the net asset values of shares held by the Plan at
year-end. The NCS HealthCare, Inc. Common Stock shares are valued at the quoted
market price at year-end in an active market. The guaranteed certificate funds
are stated at contract value, which approximates fair value. The participant
loans are recorded at their outstanding balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
ADMINISTRATIVE CHARGES
Great-West Life and Annuity Insurance Company (Great-West) provides certain
recordkeeping and other administrative services to the Plan. These services are
paid for by the Plan through a daily variable asset charge that reduces the
investment income earned by the Great-West accounts. The annualized variable
asset charge is equal to 0.25% at December 31, 2000 (0.25% at December 31, 1999)
of the fair value of Great-West accounts. The Company pays for those Plan
expenses not borne by the Plan.
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NCS HealthCare Employee Savings Plan and Trust
Notes to Financial Statements (continued)
C. INVESTMENTS
During 2000, the Plan's investments (including investments purchased, sold as
well as held during the year) depreciated in fair value as determined by quoted
market prices as follows:
NCS HealthCare, Inc. common stock $(1,056,899)
Pooled separate accounts (3,304,962)
-----------
$(4,361,861)
===========
Investments that represent 5% or more of fair value of the Plan's net assets are
as follows:
DECEMBER 31
2000 1999
--------------------------
Great-West pooled separate accounts:
Profile Series I $3,829,467 $4,356,003
American Century - Twentieth Century
Ultra Fund 3,449,021 4,643,965
AIM Constellation Fund 2,236,471 2,297,044
Profile Series II 4,437,039 4,926,530
Profile Series III 1,949,581 1,935,363
Maxim Money Market 1,559,556
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NCS HealthCare Employee Savings Plan and Trust
Notes to Financial Statements (continued)
D. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of changes in
net assets related to the nonparticipant-directed investment is as follows:
DECEMBER 31
2000 1999
------------------------
Investments, at fair value:
NCS Health Care, Inc. common stock $108,887 $552,577
======== ========
Year Ended
DECEMBER 31,
2000
---------------
Change in net assets:
Contributions $ 680,515
Distributions to participants (67,306)
Net realized and unrealized
depreciation in fair value of common stock (1,056,899)
-----------
$ (443,690)
===========
E. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated April 22, 1998, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Sponsor has
indicated that it will take the necessary steps, if any, to maintain the Plan's
qualified status.
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NCS HealthCare Employee Savings Plan and Trust
Employee Identification Number (EIN) 34-1532558 Plan Number 001
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year)
December 31, 2000
NUMBER OF SHARES/UNITS
OR
INTEREST CURRENT
IDENTITY DESCRIPTION OF INVESTMENTS RATE COST** VALUE
- ----------------------------------------------------------------------------------------------------------------------------------
1ER-AWP Interest Bearing Cash 4.500% $ 38
Great-West Guaranteed Certificate Funds:
1CGF 36 Guaranteed Certificate Fund due
March 31, 2001* 4.850% 1,228
1CGF 36 Guaranteed Certificate Fund due
June 30, 2001 * 4.750% 3,255
1CGF 36 Guaranteed Certificate Fund due
September 30, 2001* 4.350% 2,267
1CGF 36 Guaranteed Certificate Fund due
December 31, 2001* 4.250% 12,715
1CGF 36 Guaranteed Certificate Fund due
March 31, 2002* 4.700% 5,416
1CGF 36 Guaranteed Certificate Fund due
June 30, 2002* 5.200% 2,966
1CGF 36 Guaranteed Certificate Fund due
September 30, 2002* 5.350% 2,721
1CGF 36 Guaranteed Certificate Fund due
December 31, 2002* 5.800% 33,626
1CGF 36 Guaranteed Certificate Fund due
March 31, 2003 * 6.200% 13,203
1CGF 36 Guaranteed Certificate Fund due
June 30, 2003* 6.250% 2,069
1CGF 36 Guaranteed Certificate Fund due
September 30, 2003* 6.000% 2,687
1CGF 36 Guaranteed Certificate Fund due
December 31, 2003* 5.350% 5,756
1CGF 60 Guaranteed Certificate Fund due
December 31, 2001* 5.050% 857
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NCS HealthCare Employee Savings Plan and Trust
Employee Identification Number (EIN) 34-1532558 Plan Number 001
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) (continued)
NUMBER OF SHARES/UNITS
OR
INTEREST CURRENT
IDENTITY DESCRIPTION OF INVESTMENTS RATE COST** VALUE
- ----------------------------------------------------------------------------------------------------------------------------------
Guaranteed Certificate Fund due
1CGF 60 June 30, 2002* 5.750% 182
1CGF 60 Guaranteed Certificate Fund due
September 30, 2002* 5.350% 310
1CGF 60 Guaranteed Certificate Fund due
December 31, 2002* 5.000% 616
1CGF 60 Guaranteed Certificate Fund due
March 31, 2003* 5.050% 3,013
1CGF 60 Guaranteed Certificate Fund due
June 30, 2003* 4.800% 1,188
1CGF 60 Guaranteed Certificate Fund due
September 30, 2003* 4.600% 644
1CGF 60 Guaranteed Certificate Fund due
December 31, 2003* 4.350% 1,255
1CGF 60 Guaranteed Certificate Fund due
March 31, 2004* 4.900% 678
1CGF 60 Guaranteed Certificate Fund due
June 30, 2004* 5.450% 582
1CGF 60 Guaranteed Certificate Fund due
September 30, 2004* 5.500% 683
1CGF 60 Guaranteed Certificate Fund due
December 31, 2004* 6.050% 772
1CGF 60 Guaranteed Certificate Fund due
March 31, 2005* 6.350% 1,216
1CGF 60 Guaranteed Certificate Fund due
June 30, 2005 6.350% 861
1CGF 60 Guaranteed Certificate Fund due
September 30, 2005 6.100% 1,088
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NCS HealthCare Employee Savings Plan and Trust
Employee Identification Number (EIN) 34-1532558 Plan Number 001
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) (continued)
NUMBER OF SHARES/UNITS
OR
INTEREST CURRENT
IDENTITY DESCRIPTION OF INVESTMENTS RATE COST** VALUE
- ----------------------------------------------------------------------------------------------------------------------------------
Guaranteed Certificate Fund due
1CGF 84 December 31, 2002* 5.000% 4,204
1CGF 84 Guaranteed Certificate Fund due
March 31, 2003* 5.000% 1,039
1CGF 84 Guaranteed Certificate Fund due
June 30, 2003* 5.500% 4,927
1CGF 84 Guaranteed Certificate Fund due
September 30, 2003* 5.650% 952
1CGF 84 Guaranteed Certificate Fund due
December 31, 2003* 5.200% 25,928
1CGF 84 Guaranteed Certificate Fund due
March 31, 2004* 5.750% 2,130
1CGF 84 Guaranteed Certificate Fund due
June 30, 2004* 6.000% 3,267
1CGF 84 Guaranteed Certificate Fund due
September 30, 2004* 5.500% 3,682
1CGF 84 Guaranteed Certificate Fund due
December 31, 2004* 5.100% 1,880
1CGF 84 Guaranteed Certificate Fund
due March 31, 2005* 5.100% 5,548
1CGF 84 Guaranteed Certificate Fund due
June 30, 2005* 4.850% 3,267
1CGF 84 Guaranteed Certificate Fund due
September 30, 2005* 4.750% 3,250
1CGF 84 Guaranteed Certificate Fund due
December 31, 2005* 4.500% 3,221
1CGF 84 Guaranteed Certificate Fund due
March 31, 2006* 5.050% 2,962
1CGF 84 Guaranteed Certificate Fund due
June 30, 2006* 5.650% 2,648
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NCS HealthCare Employee Savings Plan and Trust
Employee Identification Number (EIN) 34-1532558 Plan Number 001
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) (continued)
NUMBER OF SHARES/UNITS
OR
INTEREST CURRENT
IDENTITY DESCRIPTION OF INVESTMENTS RATE COST** VALUE
- ----------------------------------------------------------------------------------------------------------------------------------
Guaranteed Certificate Fund due
1CGF 84 September 30, 2006* 5.950% 2,531
1CGF 84 Guaranteed Certificate Fund due
December 31, 2006* 6.200% 2,293
1CGF 84 Guaranteed Certificate Fund due
March 31, 2007* 6.500% 3,040
1CGF 84 Guaranteed Certificate Fund due
June 30, 2007* 6.450% 1,784
1CGF 84 Guaranteed Certificate Fund due
September 30, 2007* 6.300% 1,614
1ER-STK NCS HealthCare, Inc. Stock * 1,088,870 shares $1,382,696 108,887
Great-West Pooled Separate Accounts:
1BIMXBI Maxim Bond Index * 9,680 units 136,332
1BIMXLC Maxim Loomis Sayles Corporate Bond * 16,632 units 272,118
1BIMXUS Maxim U.S. Government Mortgage
Securities * 22,355 units 323,125
1BINXDG Maxim Global Bond * 5,245 units 62,166
1BSHXST Maxim Short-Term Maturity * 2,278 units 36,387
1CMMXMM Maxim Money Market * 119,731 units 1,559,556
1IEUXIE Maxim Index Eurporan * 7,018 shares 96,455
1IFSFAO Fidelity Advisor Overseas * 22,604 shares 359,168
1IFSXIA Maxim Invesco Adr * 5,064 shares 62,994
1IPAXIP Maxim Index Pacific * 14,934 shares 121,458
1IWSPGC Putnam Global Growth * 55,119 shares 1,175,687
1LBLCHA Aim Charter * 30,238 shares 793,860
1LBLFGO Fidelity Advisors Growth Opportunities* 62,791 shares 1,109,673
1LBLO15 Orchard Index 500 * 32,075 shares 945,315
1LBLXFG Maxim Founder's Growth and Income * 11,637 shares 186,874
1LGRULT American Century - Twentieth
Century Ultra Fund* 124,629 shares 3,449,021
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NCS HealthCare Employee Savings Plan and Trust
Employee Identification Number (EIN) 34-1532558 Plan Number 001
Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) (continued)
NUMBER OF SHARES/UNITS
OR
INTEREST CURRENT
IDENTITY DESCRIPTION OF INVESTMENTS RATE COST** VALUE
- ----------------------------------------------------------------------------------------------------------------------------------
1LGRWIN AIM Weingarten * 42,542 units 1,063,977
1LGRXGI Maxim Growth Index * 26,051 units 773,326
1LVAPGI Putnam Fund For Growth and Income * 41,194 units 993,427
1LVAXVI Maxim Value Index * 21,221 units 594,419
1MGRCON AIM Constellation Fund* 84,866 units 2,236,471
1MGRXTM Maxim T. Rowe Price Mid-Cap Growth * 29,539 units 530,712
1PBAXP1 Profile Series I * 160,728 units 3,829,467
1PBAXP2 Profile Series II * 205,277 units 4,437,039
1PBAXP3 Profile Series III * 99,797 units 1,949,581
1PBAXP4 Profile Series IV * 21,509 units 376,766
1PBAXP5 Profile Series V * 10,609 units 167,443
1SBLO16 Orchard Index 600 * 14,849 units 305,737
1SGRLDG Lord Abbett Developing Growth * 16,168 units 185,104
1SVAXAS Maxim Ariel Small-Cap Value * 8,112 units 175,242
1SVAXLS Maxim Loomis Sayles Small-Cap Value * 23,415 units 569,250
Participant Loans * 8.0% to 9.75%, with
maturity dates through
2019
721,072
-------------------
$ 29,890,168
===================
* Indicates party-in-interest to the Plan.
** Historical cost provided only for nonparticipant-directed investments.
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