GENESIS HEALTH VENTURES INC /PA
8-K, 1996-05-09
SKILLED NURSING CARE FACILITIES
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                       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
                                                      ------------------------

===============================================================================





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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-

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                                   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-




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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




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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.


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                          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





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