-----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, AwiyEbL6fM7SMATzVyYEJl/r8/CMYiZe/NOrhQTbnK7qDUerA7nuxgrTfNg4Ciiw OCU8brccRxCz5+UUQj/S/Q== 0000950116-96-000320.txt : 19960510 0000950116-96-000320.hdr.sgml : 19960510 ACCESSION NUMBER: 0000950116-96-000320 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960508 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960509 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS HEALTH VENTURES INC /PA CENTRAL INDEX KEY: 0000874265 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 061132947 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11666 FILM NUMBER: 96558768 BUSINESS ADDRESS: STREET 1: 148 W STATE ST STE 100 CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 6104446350 MAIL ADDRESS: STREET 1: 148 W STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 8-K 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ----------------------------------- Date of Report (Date of earliest event reported): May 7, 1996 GENESIS HEALTH VENTURES, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Pennsylvania 1-11666 - ------------------------------------ --------------------------------- (State or other jurisdiction of (Commission File Number) incorporation or organization) 06-1132947 ---------------------- (I.R.S. Employer Identification Number) 148 West State Street Kennett Square, Pennsylvania 19348 ------------------------------------------------------------ (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (610) 444-6350 ------------------------ =============================================================================== Item 5. Other Events. On May 7, 1996, Genesis Health Ventures, Inc. announced its financial results for the second quarter of fiscal year 1996. Item 7. Financial Statements and Exhibits. (c) Exhibits. Number Title 1. Press Release, dated May 7, 1996. -1- 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 hereunto duly authorized. GENESIS HEALTH VENTURES, INC. By: /s/ George V. Hager, Jr. ----------------------------------- Date: May 9, 1996 -2- EX-1 2 NEWS RELEASE Genesis Health Ventures(SM) News Release Contact: George V. Hager, Jr. 148 West State Street (610) 444-6350 Kennett Square, PA 19348 For Immediate Release Tel 610 444 6350 Fax 610 444 3365 Genesis Health Ventures Reports Second Quarter 1996 Results Kennett Square, PA -- (May 7, 1996) -- Genesis Health Ventures, Inc. (NYSE:GHV) today announced results for the second quarter of fiscal year 1996. Revenues for the second quarter ended March 31, 1996 were $154.7 million, representing an increase of 32% over revenues of $117.0 million during the corresponding period of 1995. Net income for the second quarter increased 34% to $7.8 million, or $.30 per share on 28.8 million fully-diluted, weighted average shares outstanding, compared with $5.8 million or $.24 per share on 28.4 million fully-diluted, weighted average shares outstanding in the similar period last year. Revenues for the six-month period ended March 31, 1996, were $287.5 million, representing an increase of 26% over revenues of $228.5 million during the corresponding period of 1995. Net income for the six months ended March 31, 1996, including a non-recurring charge of $1.1 million ($0.7 million net of tax) related to the early conversion of $33.5 million of 6% Convertible Senior Subordinated Debentures, was $13.7 million or $.53 per share. Net income for the six months ended March 31, 1996, excluding the non-recurring charge, rose 35% to $14.3 million or $.55 per share on 28.8 million fully-diluted, weighted average shares outstanding, compared with $10.6 million or $.44 per share on 28.4 million fully-diluted, weighted average shares outstanding in the corresponding period last year. Increased corporate revenues were primarily attributed to by the continued growth in specialty medical services. Specialty medical services revenue accounted for 40% of consolidated revenues in the second quarter, increasing 49% to $61.8 million from $41.5 million in the corresponding period of 1995. In addition, Genesis management fees and other revenues, which includes the impact of transactional activity, increased 53% in the second quarter to $9.9 million as compared to the corresponding period in the prior year. During the second quarter the Company completed several previously announced strategic transactions including the purchase of the remaining interests of four eldercare centers in Maryland and one eldercare center in Florida and the acquisition of three rehabilitation therapy companies based in Maryland. The Company also sold four eldercare centers and an institutional pharmacy located in Indiana, and sold a 51% interest in an eldercare center in Maryland to a regional acute care provider, subject to management contracts. Subsequent to March 31, 1996, Genesis announced the planned acquisitions of NeighborCare Pharmacies and National Health Care Affiliates, Inc. Additionally, the Company filed a Registration Statement with the Securities and Exchange Commission to offer 6.0 million shares of common stock with proceeds to be used primarily to repay existing bank debt. "The past quarter has been exciting and gratifying as we continue to execute our strategy to expand the Genesis ElderCare(SM) Network in each of our regional markets, and further strengthen our ability to help older people define and achieve a full life," stated Michael R. Walker, Genesis chairman and chief executive officer. "We have taken several steps which will allow us to redeploy our capital more effectively and our upcoming equity offering will enable us to de-lever our balance sheet, positioning the Company to take advantage of continued industry consolidation in the coming months," Walker said. Since its founding in 1985, Genesis Health Ventures has developed a concentrated and versatile eldercare network through the combination of an employee work force of eldercare professionals, a mix of managed and owned facilities, and joint ventures with other providers. The Genesis ElderCare Network integrates a full range of services, including family support services, home care services, physician services, pharmaceutical care, medical supplies, retirement and assisted living communities, rehabilitation services and long-term care. GENESIS HEALTH VENTURES, INC. Financial Highlights (In thousands, except per share amounts) Three Months Ended March 31, ------------------------------ 1996 1995 ---------- ---------- Net revenues $154,739 $116,953 Net income 7,809 5,813 Net income per share, fully diluted 0.30 0.24 Weighted average shares outstanding 28,798 28,411 Six Months Ended March 31, ------------------------------ 1996 1995 ---------- ---------- Net revenues $287,518 $228,506 Net income excluding debenture conversion expense 14,355 10,623 Net income 13,668 10,623 Net income excluding debenture conversion expense per share, fully diluted 0.55 0.44 Net income per share, fully diluted 0.53 0.44 Fully-diluted, weighted average shares outstanding 28,817 28,369 -----END PRIVACY-ENHANCED MESSAGE-----