-----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, V6i5JJyGgrNJelSo2zeeKeULThrCmhkj29IpPICZ8gl3Ksm7IfpL09Xmlh8A3Q+B QWZtmk/O4H+T1EDnKSKUTA== 0000950116-04-001997.txt : 20040628 0000950116-04-001997.hdr.sgml : 20040628 20040628160500 ACCESSION NUMBER: 0000950116-04-001997 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHCARE SERVICES GROUP INC CENTRAL INDEX KEY: 0000731012 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340] IRS NUMBER: 232018365 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12015 FILM NUMBER: 04884976 BUSINESS ADDRESS: STREET 1: 2643 HUNTINGDON PIKE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159381661 MAIL ADDRESS: STREET 1: 2643 HUNTINGDON PIKEE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 11-K 1 form11-k.txt FORM11-K.TXT SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K (X) ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number 0-12015 HEALTHCARE SERVICES GROUP, INC RETIREMENT SAVINGS PLAN Issuer: Healthcare Services Group, Inc. 3220 Tillman Drive - Suite 300 Bensalem, Pennsylvania 19020 (Principal Executive Office) Total of 14 Pages INDEX PAGE NO. Report of Independent Registered Public Accounting Firm 2 Financial Statements: Statements of Net Assets Available for Benefits 3 Statements of Changes in Net Assets Available 4 For Benefits Notes to Financial Statements 5 - 9 Signatures 10 Certifications 11 - 14 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Plan Administrator: HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN We have audited the accompanying statements of net assets available for benefits of Healthcare Services Group, Inc. Retirement Savings Plan (the "Plan") as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended. 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 the standards of the Public Company Accounting Oversight Board (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, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. GRANT THORNTON LLP New York, New York June 8, 2004 2 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2003 2002 ------------- -------------- Assets Investments at fair value $ 1,029,201 $ 671,010 Non-interest bearing cash 1,411 Receivables Participant contributions 2,081 12,862 ------------- -------------- Net Investments Available for Benefits $ 1,031,282 $ 685,283 ============= ============== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS. 3 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31,
2003 2002 ------------- -------------- Additions: Participant contributions $ 282,585 $ 303,125 Investment income: Interest 43 15 Dividends 4,760 1,925 Net appreciation (depreciation) in fair value of investments 112,438 (67,336) ------------- -------------- 117,241 (65,396) ------------- -------------- Total Additions 399,826 237,729 Deductions: Participant withdrawals (53,827) (29,648) ------------- -------------- NET INCREASE 345,999 208,081 Net assets available for benefits, beginning 685,283 477,202 ------------- -------------- Net assets available for benefits, ending $ 1,031,282 $ 685,283 ============= ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS. 4 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003 AND 2002 NOTE A. - DESCRIPTION OF PLAN The following description of the Healthcare Services Group, Inc. Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. 1. General The Plan commenced October 1, 1999 and is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is a defined contribution plan covering all employees provided they are salaried employees who have one year of service (1,000 hours) and have attained the age of twenty-one or older with the exception of highly compensated employees, as defined by the Plan, or employees whose employment is governed by a collective bargaining agreement. The Plan was amended in 2002 to reflect and comply with certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This amendment is effective for the plan year beginning after December 31, 2001. 2. Contributions Each year, participants may contribute up to 15% of their pretax annual compensation as defined in the Plan. There are no employer-matching contributions as defined in the Plan. A participant may elect to commence salary reductions as of the first day of the month coinciding with the date the employee satisfied the eligibility requirements. Participants may also rollover to the plan amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various options offered by the Plan. Contributions are subject to certain limitations. 3. Participant Accounts Each participant's account is credited with the participant's contribution and allocations of Plan earnings. Allocations are determined by the participant. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. 5 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2003 AND 2002 NOTE A. (continued) 4. Vesting Participants are vested immediately in their contributions plus actual earnings thereon. 5. Administrative Expenses All administrative expenses were paid by the plan sponsor, Healthcare Services Group, Inc., although, under the plan document, the plan sponsor is not responsible for administrative expenses. 6. Payments of Benefits On termination of service due to death or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account or monthly, quarterly, semi-monthly or annual installments. No disability benefits, other than those payable upon termination of employment, are provided in the Plan. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump sum distribution. NOTE B. - SUMMARY OF ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows: 1. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosures of contingent assets and liabilities. Actual results could differ from those estimates. 6 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2003 AND 2002 NOTE B. (continued) 2. Investment Valuation and Income Recognition The Plan's investments are stated at fair value, which approximates market value, as reported to the Plan by PNC Bank. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Purchases and sales of securities are recorded on a trade-date basis. 3. Participants' Withdrawals Participants' withdrawals are recorded when paid. NOTE C. - INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets as of:
December 31, ------------------------------- 2003 2002 Fidelity Advisor Equity Growth $ 55,260 $ 35,925 Fidelity Advisor Equity Income Fund 61,586 -- INVESCO Technology Fund (Class K) 56,658 -- Janus Advisor Capital Appreciation Fund 103,488 80,537 Janus Advisor Growth Fund 72,950 44,353 Black Rock Money Market 421,367 354,922 ------------- ------------- $ 771,309 $ 515,737 ============= =============
7 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2003 AND 2002 NOTE C. (continued) During 2003 and 2002, the Plan's investments (including realized and unrealized gains and losses) appreciated/(depreciated) in value by $112,438 and $(67,336), respectively as follows:
December 31, ------------------------------- 2003 2002 Mutual Funds $ 98,588 $ (72,557) Healthcare Services Group, Inc. common stock 12,155 1,927 Money Market Fund 1,695 3,294 ------------- ------------- $ 112,438 $ (67,336) ============= =============
NOTE D. - PLAN TERMINATION Although it has not expressed intent to do so, the Company has the right under the Plan to terminate the Plan at any time subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). NOTE E. - RELATED PARTY TRANSACTIONS Certain Plan investments are shares of a money market fund managed by PNC Financial Services Group ("PNC"). PNC is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. In addition, certain plan investments are shares of the Healthcare Services Group, Inc. common stock. Healthcare Services Group, Inc. is the Plan sponsor as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. The Plan holds 2,322.741 and 1,504.851 shares of Healthcare Services Group, Inc. common stock with a quoted market value of $44,666 and $19,623 at December 31, 2003 and 2002, respectively. 8 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2003 AND 2002 NOTE F. - TAX STATUS OF PLAN The Internal Revenue Service has determined and informed the Company by a letter dated March 7, 2001, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter (Note A). However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. NOTE G. - RISKS AND UNCERTAINTIES The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Healthcare Services Group, Inc. Retirement Savings Plan Date: June 28, 2004 /s/ James L. DiStefano ----------------------- By: James L. DiStefano Title: Chairman of Plan Committee 10 EX-31 2 ex31-1.txt EX31-1.TXT CERTIFICATIONS CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER (Sec. 302 of Sarbanes-Oxley Act) I, Daniel P. McCartney, Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 11-K of Healthcare Services Group, Inc. Retirement Savings Plan; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this Annual Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of , and for, the periods presented in this Annual Report; 4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures ( as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have; a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's Board of Directors; a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: June 28, 2004 /s/ Daniel P. McCartney ----------------------- By: Daniel P. McCartney Title: Chief Executive Officer 11 EX-31 3 ex31-2.txt EX31-2.TXT CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER (Sec. 302 of Sarbanes-Oxley Act) I, James L. DiStefano, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 11-K of Healthcare Services Group, Inc. Retirement Savings Plan; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this Annual Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of , and for, the periods presented in this Annual Report; 4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures ( as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have; a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's Board of Directors; a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: June 28, 2004 /s/ James L. DiStefano ---------------------- By: James L. DiStefano Title: Chief Financial Officer 12 EX-32 4 ex32-1.txt EX32-1.TXT CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER (Sec. 906 of Sarbanes-Oxley Act) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec 1350), the undersigned, Daniel P. McCartney, Chief Executive Officer of Healthcare Services Group, Inc., a Pennsylvania corporation (the "Company"), does hereby certify, to his knowledge, that: The Annual Report on Form 11-K for the year ended December 31, 2003 of Healthcare Services Group, Inc. Retirement Savings Plan (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Date: June 28, 2004 /s/ Daniel P. McCartney ----------------------- By: Daniel P. McCartney Title: Chief Executive Officer 13 EX-32 5 ex32-2.txt EX32-2.TXT CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER (Sec. 906 of Sarbanes-Oxley Act) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec 1350), the undersigned, James L. DiStefano, Chief Financial Officer of Healthcare Services Group, Inc., a Pennsylvania corporation (the "Company"), does hereby certify, to his knowledge, that: The Annual Report on Form 11-K for the year ended December 31, 2003 of Healthcare Services Group, Inc. Retirement Savings Plan (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. Date: June 28, 2004 /s/ James L. DiStefano ---------------------- By: James L. DiStefano Title: Chief Financial Officer 14 -----END PRIVACY-ENHANCED MESSAGE-----