-----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, KoQxdK/69bk7C//cNkVEhJg380Met4R3ROv5E5Lec/W22Z44g7gqEPLx0Lk1BIuW 026GLniHLpIiX+S/pq80XQ== 0000950116-03-003103.txt : 20030630 0000950116-03-003103.hdr.sgml : 20030630 20030630171618 ACCESSION NUMBER: 0000950116-03-003103 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-51670 FILM NUMBER: 03765399 BUSINESS ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 6104446350 MAIL ADDRESS: STREET 1: 101 EAST STATE STREET CITY: KENNETT SQUARE STATE: PA ZIP: 19348 11-K 1 eleven-k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 11-K (Mark One) [X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 [fee required] For the fiscal year end December 31, 2002 OR [ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 [no fee required] For the transition period from _________ to ____________ Commission file number _________ A. Full title of the plan and address of the plan, if different from that of the issuer named below: Genesis Health Ventures, Inc. Union Retirement Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Genesis Health Ventures, Inc. 101 East State Street Kennett Square, PA 19348 (610) 444-6350 Genesis Health Ventures, Inc. Union Retirement Savings Plan Financial Statements, Supplemental Schedule and Exhibits as of December 31, 2002 and 2001 and for the year ended December 31, 2002. The following plan financial statements, schedules and reports, have been prepared in accordance with the financial reporting requirements of ERISA. Items 1 - 3: Not applicable under ERISA filing. Item 4: Financial Statements and Exhibits. GENESIS HEALTH VENTURES, INC. UNION RETIREMENT SAVINGS PLAN Financial Statements and Supplemental Schedule December 31, 2002 and 2001 (With Independent Auditors' Report Thereon) GENESIS HEALTH VENTURES, INC. UNION RETIREMENT SAVINGS PLAN Table of Contents
Page Independent Auditors' Report 1 Statements of Net Assets Available for Benefits, December 31, 2002 and 2001 2 Statement of Changes in Net Assets Available for Benefits, Year ended December 31, 2002 3 Notes to Financial Statements 4 Schedule: 1 Schedule H, Line 4i - Schedule of Assets (Held at End of Year), December 31, 2002 9
Independent Auditors' Report The Pension Committee and the Participants Genesis Health Ventures, Inc. Union Retirement Savings Plan: We were engaged to audit the accompanying statements of net assets available for benefits of the Genesis Health Ventures, Inc. Union Retirement Savings Plan as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. 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 of America. 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, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purposes of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic 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 the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. June 12, 2003 1 GENESIS HEALTH VENTURES, INC. UNION RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Benefits December 31, 2002 and 2001 2002 2001 ---------- --------- Investments, at fair value $6,748,374 7,004,324 Participant loans 639,973 671,613 Employer's contributions receivable 38,195 53,721 Participant contributions receivable 70,394 101,008 ---------- --------- Total assets 7,496,936 7,830,666 ---------- --------- Net assets available for benefits $7,496,936 7,830,666 ========== ========= See accompanying notes to financial statements. 2 GENESIS HEALTH VENTURES, INC. UNION RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2002
Additions to net assets attributed to: Investment income: Interest and dividends $ 84,685 Contributions: Employer 490,274 Participants 1,372,124 Transfers from affiliated plans 29,850 ----------- Total additions 1,976,933 ----------- Deductions from net assets attributed to: Net depreciation in fair value of investments 790,540 Benefit payments 664,900 Administrative expenses 28,794 Transfers to affiliated plans 826,429 ----------- Total deductions 2,310,663 ----------- Net decrease (333,730) Net assets available for benefits: Beginning of year 7,830,666 ----------- End of year $ 7,496,936 ===========
See accompanying notes to financial statements. 3 GENESIS HEALTH VENTURES, INC. UNION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2002 and 2001 (1) Description of the Plan The following description of the Genesis Health Ventures, Inc. Union Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for more complete information. (a) General The Plan is a defined contribution savings plan that permits voluntary employee contributions that are matched, in part, by Genesis Health Ventures, Inc. (the Company). Employees of the Company covered by collective bargaining agreements that call for participation in the Plan are eligible for participation in the Plan on the first day of January or July following one year of service. The Plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). (b) Contributions Each eligible employee may elect to participate in the Plan and make contributions to the Plan through salary deductions in an amount not less than 1% and not in excess of 50% of such participant's compensation, as defined in the Plan, in any calendar year. The Company matches 50% of the participant's pre-tax contributions up to 3% of such participant's compensation. Notwithstanding any other provision of the Plan, the total pre-tax contribution made to the Plan by any participant may not exceed $11,000 for 2002. In addition, effective in 2002, each eligible participant who has attained age 50 before the close of the Plan year is eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Internal Revenue Code. For 2002, the catch-up contribution limitation is $1,000. (c) Participant Accounts Although Plan assets are collectively invested, records are maintained for each participant's individual account. Each participant's account is credited with the participant's contribution and allocation of the Company's contribution and Plan earnings (losses). Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. 4 GENESIS HEALTH VENTURES, INC. UNION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2002 and 2001 (d) Vesting Participants are immediately vested in their pre-tax contributions plus actual earnings and losses thereon. Vesting in the Company's matching contributions and earnings and losses thereon is based upon years of continuous service as follows: Percentage Years of service vested ------------------ ---------- Less than 2 0% 2 but less than 3 20% 3 but less than 4 40% 4 but less than 5 60% 5 but less than 6 80% 6 or more 100% (e) Payment of Benefits Normal and deferred retirement benefits, disability benefits, and vested benefits are distributed as lump-sum or in approximately equal installments over a period of years not to exceed the life expectancy of the participant and his or her designated beneficiary. Death benefits are paid as a single-sum or in installments over a period not to exceed five years, pursuant to the participant's written election on forms provided by the Company. Nonvested benefits that are subsequently forfeited may be used by the Company to reduce future matching contributions. (f) Participant Notes Employees may borrow a minimum of $1,000 and a maximum of 50% of their vested balance in the Plan, up to a maximum of $50,000. Such loans, upon approval by the Company, are generally repaid through payroll deductions over a period not to exceed five years and bear interest at a market rate at the date of the loan. Interest rates range from 4.25% to 9.50% as of December 31, 2002. (2) Summary of Significant Accounting Policies (a) Basis of Financial Statement Preparation The Plan's financial statements are prepared on the accrual basis of accounting. (b) Investments Plan investments are stated at fair value based on their quoted net asset value. Participant loans are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. 5 GENESIS HEALTH VENTURES, INC. UNION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2002 and 2001 (c) Plan Expenses Company personnel perform various administrative services for the Plan, including maintenance of participant records. All Plan expenses are paid by the Company, on a noncompensatory basis, with the exception of trustee fees, which are paid for by the Plan. (d) Benefits to Participants Benefit payments to participants are recorded upon distribution. (e) Forfeitures Forfeitures of nonvested Company contributions are used to offset such future contributions. (3) Forfeitures As of December 31, 2002, the amount of forfeitures available for the reduction of future employer contributions was $14,292. The total of nonvested forfeiture accounts used to reduce employer contributions for 2002 was $20,000. (4) Plan Termination Although it has not expressed any intent to do so, the Company has the right to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, all participants become fully vested in the Company's matching contributions. (5) Investments Federated Capital Preservation Fund invests primarily in guaranteed investment contracts. Janus Fund invests primarily in large-cap equity funds. Janus Adviser Wordlwide Fund invests primarily in common stocks of foreign and domestic companies. Wachovia Diversified Bond Group Trust Fund invests in full maturity bonds. Wachovia Enhanced Stock Market Fund invests in large-cap equity index funds. Vanguard Wellington Fund invests in a balance of equities and fixed income securities. MFS Capital Opportunities Fund invests in large and mid-cap equity funds. MFS New Discovery Fund invests in small-cap equity funds. Dreyfus Mid Cap Index Fund invests in mid-cap equity funds. AIM Basic Value Fund seeks long-term capital appreciation and invests in large value funds. Genesis Health Ventures Stock Fund invests primarily in Company common stock. 6 GENESIS HEALTH VENTURES, INC. UNION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2002 and 2001 Investments as of December 31, 2002 and 2001, consisted of
December 31 ------------------------------------ 2002 2001 --------------- -------------- Cash $ -- 544 Federated Capital Preservation Fund 2,120,094 * 2,015,244 * Janus Fund 1,099,574 * 1,361,832 * Janus Worldwide Fund 562,224 * 612,349 * Wachovia Diversified Bond Group Trust 1,279,253 * 1,078,920 * Wachovia Enhanced Stock Market Fund 135,572 131,647 Vanguard Wellington Fund 785,874 * 886,704 * MFS Capital Opportunities Fund 708,041 * 905,465 * MFS New Discovery Fund 29,453 11,619 AIM Basic Value Fund 161 -- Dreyfus MidCap Index Fund 25,518 -- Genesis Health Ventures, Inc. Stock Fund 2,610 -- ------------ --------- $ 6,748,374 7,004,324 ============ =========
* Represents 5% or more of the net assets of the Plan. During 2002, the Plan's investments (including investments bought, sold, and held during the year) depreciated in value by $790,540 as follows: Funds $ 790,406 Genesis Health Ventures, Inc. Stock Fund 134 --------- $ 790,540 ========= (6) Income Taxes A favorable determination letter was received February 7, 1996, from the Internal Revenue Service stating that the Plan is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code and is exempt from federal income taxes under Internal Revenue Code Section 501(a). In the opinion of the Plan administrator, the Plan continues to operate and qualify as designed. 7 GENESIS HEALTH VENTURES, INC. UNION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2002 and 2001 (7) Party-in-Interest Transactions Plan investments in the Wachovia Diversified Bond Group Trust Fund and the Wachovia Enhanced Stock Market Fund are shares of mutual funds managed by Wachovia Bank, N.A., the trustee. These transactions qualify as party-in-interest transactions. The Plan incurred $28,794 of administrative fees for Wachovia's trustee and record-keeping services. These transactions qualify as party-in-interest transactions. Plan investments in Genesis Health Ventures, Inc. Stock Fund invests primarily in shares of the plan sponsor's publicly traded stock. These transactions qualify as party-in-interest transactions. (8) Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for plan benefits as of December 31, 2002 and 2001, from the financial statements to the Form 5500:
2002 2001 ------------ --------- Net assets available for benefits per the financial statements $ 7,496,936 7,830,666 Employer and participant receivables (108,589) (154,729) ------------ --------- Net assets available for benefits per the Form 5500 $ 7,388,347 7,675,937 ============ =========
8 Schedule 1 GENESIS HEALTH VENTURES, INC. UNION RETIREMENT SAVINGS PLAN Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2002
Description of Shares or Current Identity of issue investments face amount value - -------------------------------------------------------- --------------------- ------------------ --------------- Federated Capital Preservation Fund Fund 1,935,419 $ 2,120,094 Janus Fund Fund 19,512,844 1,099,574 Janus Worldwide Fund Fund 787,477 562,224 Wachovia Diversified Bond Group Trust* Fund 1,096,956 1,279,253 Wachovia Enhanced Stock Market Fund* Fund 164,497 135,572 Vanguard Wellington Fund Fund 855,877 785,874 MFS Capital Opportunities Fund Fund 1,120,376 708,041 MFS New Discovery Fund Fund 35,047 29,453 AIM Basic Value Fund Fund 164 161 Dreyfus MidCap Index Fund Fund 29,010 25,518 Genesis Health Ventures, Inc. Stock Fund* Stock fund 2,874 2,610 Participant loans (interest rates range from 4.25% to 9.50%)* Loan agreements 639,973 ----------- $ 7,388,347 =========== *Party-in-interest transactions.
See accompanying independent auditors' report. 9 SIGNATURES The Plan: Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereto duly authorized. GENESIS HEALTH VENTURES, INC. UNION RETIREMENT SAVINGS PLAN (Name of Plan) By: /s/ James W. Tabak ------------------------------- James W. Tabak, Sr. Vice President, Human Resources Date: June 30, 2003 10 EXHIBIT INDEX Item - --- 23 Consent of Independent Auditors 99 Certificate of James W. Tabak, Senior Vice President, Human Resources of the Company dated June 30, 2003 pursuant to 18 U.S.C. Section 1350. EX-23 3 ex23.txt EXHIBIT 23 Independent Auditors' Consent The Board of Directors Genesis Health Ventures, Inc.: We consent to the incorporation by reference in the registration statement (No. 333-100800) on Form S-8 of Genesis Health Ventures, Inc., of our report dated June 12, 2003, with respect to the statements of net assets available for benefits of the Genesis Health Ventures, Inc. Union Retirement Savings Plan (the Plan) as of December 31, 2002 and 2001 and the related statement of changes in net assets available for benefits for the year ended December 31, 2002, and the related schedule, which report appears in the December 31, 2002 Annual Report on Form 11-K of the Plan. Philadelphia, Pennsylvania June 30, 2003 EX-99 4 ex-99.txt EXHIBIT 99 Exhibit 99 - CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the filing of the Genesis Health Ventures, Inc. Union Retirement Savings Plan on Form 11-K for the period ended December 31, 2002 with the Securities and Exchange Commission on the date hereof (the "Report"), I James W. Tabak, the Senior Vice President, Human Resourcs of Genesis Health Ventures, Inc, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: June 30, 2003 /s/ James W. Tabak - ------------------- James W. Tabak A signed original of this written statement required by Section 906 has been provided to Genesis Health Ventures, Inc. and will be retained by Genesis Health Ventures, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----