-----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, N/5Hg1UT+1BTbS+H6k8Tmkp+RFKqIcpI4zi6+bKSnZ4KyxGwuNILo0iYb4xzoeqs 1/w8lCsrFM13L2ZRwqsiBw== 0000950152-02-005171.txt : 20020628 0000950152-02-005171.hdr.sgml : 20020628 20020628160746 ACCESSION NUMBER: 0000950152-02-005171 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020628 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27602 FILM NUMBER: 02691622 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 11-K 1 l92325ae11vk.txt NCS HEALTHCARE, INC. 11-K 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, 2001 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 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 28, 2002 By /s/ Gerald D. Stethem --------------------------- Gerald D. Stethem Senior Vice President and Chief Financial Officer NCS HealthCare Employee Savings Plan and Trust Financial Statements and Supplemental Schedule December 31, 2001 and 2000 and the Year Ended December 31, 2001 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
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, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. 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, 2001 and 2000, and the changes in its net assets available for benefits for the year ended December 31, 2001, 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, 2001 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 24, 2002 1 NCS HealthCare Employee Savings Plan and Trust Statements of Net Assets Available for Benefits
DECEMBER 31 2001 2000 ----------- ----------- ASSETS Investments $28,970,643 $29,890,168 Contribution receivables: Employer 20,204 18,456 Participant 116,358 108,914 ----------- ----------- Total contribution receivables 136,562 127,370 ----------- ----------- Net assets available for benefits $29,107,205 $30,017,538 =========== ===========
See accompanying notes to financial statements. 2 NCS HealthCare Employee Savings Plan and Trust Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2001
ADDITIONS Investment income (loss): Net depreciation in fair value of investments $ (3,437,145) Interest and dividends 17,992 ------------ (3,419,153) Contributions: Participants 4,898,068 Employer 897,280 Rollover 102,906 ------------ 5,898,254 ------------ Total additions 2,479,101 DEDUCTIONS Benefits paid directly to participants 3,389,434 ------------ Total deductions 3,389,434 ------------ Net decrease (910,333) Net assets available for benefits at beginning of year 30,017,538 ------------ Net assets available for benefits at end of year $ 29,107,205 ============
See accompanying notes to financial statements 3 NCS HealthCare Employee Savings Plan and Trust Notes to Financial Statements December 31, 2001 and 2000 and Year Ended December 31, 2001 1. 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. For the year ended December 31, 2001, the Company contributed 20% of the first 10% of base compensation that a participant contributed to the Plan. 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 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. 4 NCS HealthCare Employee Savings Plan and Trust Notes to Financial Statements (continued) 1. 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 $115,558 and $211,016 of forfeitures available to allocate among the accounts of all eligible participants as of December 31, 2001 and 2000, 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. 5 NCS HealthCare Employee Savings Plan and Trust Notes to Financial Statements (continued) 2. 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 the redemption value of units 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, 2001 and 2000 of the fair value of Great-West accounts. The Company pays for those Plan expenses not borne by the Plan. 6 NCS HealthCare Employee Savings Plan and Trust Notes to Financial Statements (continued) 3. INVESTMENTS During 2001, the Plan's investments (including investments purchased, sold, as well as held during the year) (depreciated) appreciated in fair value as determined by quoted market prices as follows: NCS HealthCare, Inc. common stock $ 101,336 Pooled separate accounts (3,538,481) ----------- $(3,437,145) ===========
Investments that represent 5% or more of fair value of the Plan's net assets are as follows:
DECEMBER 31 2001 2000 ---------- ---------- Great-West pooled separate accounts: Profile Series I $3,462,463 $3,829,467 American Century - Twentieth Century Ultra Fund 3,098,416 3,449,021 AIM Constellation Fund 1,644,316 2,236,471 Profile Series II 4,237,407 4,437,039 Profile Series III 1,773,323 1,949,581 Maxim Money Market 1,731,436 1,559,556
7 NCS HealthCare Employee Savings Plan and Trust Notes to Financial Statements (continued) 4. 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 2001 2000 -------- -------- Investments, at fair value: NCS Health Care, Inc. common stock $186,384 $108,887 ======== ========
YEAR ENDED DECEMBER 31, 2001 --------- Change in net assets: Distributions to participants $ (18,319) Forfeitures (5,520) Net appreciation in fair value of common stock 101,336 --------- $ 77,497 =========
5. 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. 8 NCS HealthCare Employee Savings Plan and Trust Employee Identification Number (EIN): 34-1816187 Plan Number: 001 Schedule H, Line 4(i) -- Schedule of Assets (Held at End of Year) December 31, 2001
NUMBER OF SHARES/UNITS OR INTEREST CURRENT IDENTITY DESCRIPTION OF INVESTMENTS RATE COST** VALUE - ------------------------------------------------------------------------------------------------------------------------------- 1ER-AWP Interest Bearing Cash 4.50% $ 36 Great-West Guaranteed Certificate Funds: 1CGF 36 Guaranteed Certificate Fund due March 31, 2002* 4.70% 5,671 1CGF 36 Guaranteed Certificate Fund due June 30, 2002* 5.20% 3,120 1CGF 36 Guaranteed Certificate Fund due September 30, 2002* 5.35% 2,866 1CGF 36 Guaranteed Certificate Fund due December 31, 2002* 5.80% 35,576 1CGF 36 Guaranteed Certificate Fund due March 31, 2003* 6.20% 13,947 1CGF 36 Guaranteed Certificate Fund due June 30, 2003* 6.25% 2,160 1CGF 36 Guaranteed Certificate Fund due September 30, 2003* 6.00% 2,797 1CGF 36 Guaranteed Certificate Fund due December 31, 2003* 5.35% 12,432 1CGF 36 Guaranteed Certificate Fund due March 31, 2004 * 4.25% 4,822 1CGF 36 Guaranteed Certificate Fund due June 30, 2004* 4.20% 23,003 1CGF 36 Guaranteed Certificate Fund due September 30, 2004* 3.20% 6,033 1CGF 36 Guaranteed Certificate Fund due December 31, 2004* 3.30% 4,800 1CGF 60 Guaranteed Certificate Fund due June 30, 2002* 5.75% 193 1CGF 60 Guaranteed Certificate Fund due December 31, 2002* 5.00% 647 1CGF 60 Guaranteed Certificate Fund due March 31, 2003* 5.05% 3,166 1CGF 60 Guaranteed Certificate Fund due June 30, 2003* 4.80% 1,242
9 NCS HealthCare Employee Savings Plan and Trust Employee Identification Number (EIN): 34-1816187 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 - ------------------------------------------------------------------------------------------------------------------------------- 1CGF 60 Guaranteed Certificate Fund due September 30, 2003* 4.60% 670 1CGF 60 Guaranteed Certificate Fund due December 31, 2003* 4.35% 1,305 1CGF 60 Guaranteed Certificate Fund due March 31, 2004* 4.90% 707 1CGF 60 Guaranteed Certificate Fund due June 30, 2004* 5.45% 610 1CGF 60 Guaranteed Certificate Fund due September 30, 2004* 5.50% 716 1CGF 60 Guaranteed Certificate Fund due December 31, 2004* 6.05% 750 1CGF 60 Guaranteed Certificate Fund due March 31, 2005* 6.35% 1,141 1CGF 60 Guaranteed Certificate Fund due June 30, 2005* 6.35% 856 1CGF 60 Guaranteed Certificate Fund due September 30, 2005* 6.10% 1,123 1CGF 60 Guaranteed Certificate Fund due December 31, 2005* 5.45% 956 1CGF 60 Guaranteed Certificate Fund due March 31, 2006* 4.50% 1,130 1CGF 60 Guaranteed Certificate Fund due June 30, 2006* 4.55% 927 1CGF 60 Guaranteed Certificate Fund due September 30, 2006* 3.70% 994 1CGF 60 Guaranteed Certificate Fund due December 30, 2006* 4.10% 900
10 NCS HealthCare Employee Savings Plan and Trust Employee Identification Number (EIN): 34-1816187 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 - ------------------------------------------------------------------------------------------------------------------------------- 1CGF 84 December 31, 2002* 5.00% 3,225 1CGF 84 Guaranteed Certificate Fund due March 31, 2003* 5.00% 743 1CGF 84 Guaranteed Certificate Fund due June 30, 2003* 5.50% 4,896 1CGF 84 Guaranteed Certificate Fund due September 30, 2003* 5.65% 806 1CGF 84 Guaranteed Certificate Fund due December 31, 2003* 5.20% 26,135 1CGF 84 Guaranteed Certificate Fund due March 31, 2004* 5.75% 1,391 1CGF 84 Guaranteed Certificate Fund due June 30, 2004* 6.00% 2,470 1CGF 84 Guaranteed Certificate Fund due September 30, 2004* 5.50% 2,923 1CGF 84 Guaranteed Certificate Fund due December 31, 2004* 5.10% 1,293 1CGF84 Guaranteed Certificate Fund due March 31, 2005* 5.10% 4,742 1CGF 84 Guaranteed Certificate Fund due June 30, 2005* 4.85% 2,627 1CGF 84 Guaranteed Certificate Fund due September 30, 2005* 4.75% 2,611 1CGF 84 Guaranteed Certificate Fund due December 31, 2005* 4.50% 2,509 1CGF 84 Guaranteed Certificate Fund due March 31, 2006* 5.05% 2,315 1CGF 84 Guaranteed Certificate Fund due June 30, 2006* 5.65% 2,117
11 NCS HealthCare Employee Savings Plan and Trust Employee Identification Number (EIN): 34-1816187 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 - ------------------------------------------------------------------------------------------------------------------------------- 1CGF 84 September 30, 2006* 5.95% 1,907 1CGF 84 Guaranteed Certificate Fund due December 31, 2006* 6.20% 1,770 1CGF 84 Guaranteed Certificate Fund due March 31, 2007* 6.50% 2,389 1CGF 84 Guaranteed Certificate Fund due June 30, 2007* 6.45% 1,590 1CGF 84 Guaranteed Certificate Fund due September 30, 2007* 6.30% 1,664 1CGF 84 Guaranteed Certificate Fund due December 31, 2007* 5.65% 1,329 1CGF 84 Guaranteed Certificate Fund due March 31, 2008* 4.75% 1,511 1CGF 84 Guaranteed Certificate Fund due June 30, 2008* 4.95% 54,516 1CGF 84 Guaranteed Certificate Fund due September 30, 2008* 4.20% 1,458 1ER-STK NCS HealthCare, Inc. Stock * 980,970 shares $1,228,398 186,384 Great-West Pooled Separate Accounts: 1BIMXBI Maxim Bond Index * 17,485 units 264,107 1BMSXLC Maxim Loomis Sayles Corporate Bond * 18,475 units 309,256 1BIMXUS Maxim U.S. Government Mortgage Securities * 24,386 units 376,679 1BINXDG Maxim Global Bond * 7,989 units 97,666 1BSHXST Maxim Short-Term Maturity * 4,682 units 67,214 1CMMXMM Maxim Money Market * 119,841 units 1,731,436 1IEUXIE Maxim Index Eurporan * 6,968 units 74,560 1IFSFAO Fidelity Advisor Overseas * 21,481 units 271,352 1IFSXIA Maxim Invesco Adr * 5,869 units 60,794 1IPAXIP Maxim Index Pacific * 15,769 units 91,950 1IWSPGC Putnam Global Growth * 63,517 units 948,312 1LBLCHA Aim Charter * 30,492 units 614,037 1LBLFGO Fidelity Advisors Growth Opportunities* 53,851 units 955,080 1LBLO15 Orchard Index 500 * 41,313 units 1,063,876
12 NCS HealthCare Employee Savings Plan and Trust Employee Identification Number (EIN): 34-1816187 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 - ------------------------------------------------------------------------------------------------------------------------------- 1LBLXFG Maxim Founder's Growth and Income * 12,259 units 161,976 1LGRULT American Century - Twentieth Century Ultra Fund* * 131,471 units 3,098,416 1LGRWIN AIM Weingarten * 44,651 units 733,943 1LGRXGI Maxim Growth Index * 27,284 units 701,995 1LVAPGI Putnam Fund For Growth and Income * 47,574 units 1,071,441 1LVAXVI Maxim Value Index * 22,021 units 539,276 1LGRCON AIM Constellation Fund* 81,902 units 1,644,316 1MGRXTM Maxim T. Rowe Price Mid-Cap Growth * 36,855 units 653,028 1PBAXP1 Profile Series I * 168,849 units 3,462,463 1PBAXP2 Profile Series II * 218,018 units 4,237,407 1PBAXP3 Profile Series III * 96,779 units 1,773,323 1PBAXP4 Profile Series IV * 21,466 units 367,096 1PBAXP5 Profile Series V * 26,041 units 417,854 1SBLO16 Orchard Index 600 * 17,987 units 391,399 1SGRLDG Lord Abbett Developing Growth * 24,827 units 263,711 1SVAXAS Maxim Ariel Small-Cap Value * 17,769 units 442,820 1SVAXLS Maxim Loomis Sayles Small-Cap Value * 31,039 units 860,663 Participant Loans * 8.0% to 9.75%, with maturity dates through 2021 772,254 -------------- $ 28,970,643 ==============
* Indicates party-in-interest to the Plan. * Historical cost provided only for nonparticipant-directed investments. 13 EX-23 3 l92325aexv23.txt EXHIBIT 23 Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-72243) pertaining to the NCS HealthCare Employee Savings Plan and Trust of our report dated June 24, 2002 with respect to the financial statements and schedule of the NCS HealthCare Employee Savings Plan and Trust included in the Annual Report (Form 11-K) for the year ended December 31, 2001. /s/ Ernst & Young LLP Cleveland, Ohio June 24, 2002 -----END PRIVACY-ENHANCED MESSAGE-----