-----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, E0JJaPnkh3msPcplloGk05d4meSYqfeJcfmn0w7nmoXtDbPGudd3zgycXCWtUe56 vQUgrZQGfhttHPpXnkcrJQ== 0000950116-03-003104.txt : 20030630 0000950116-03-003104.hdr.sgml : 20030630 20030630171752 ACCESSION NUMBER: 0000950116-03-003104 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: 03765428 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. 401(k) Plan for Collective Bargaining Unit Employees 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. 401(k) Plan for Collective Bargaining Unit Employees 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. 401(k) Plan for collective bargaining unit employees Financial Statements and Supplemental Schedule December 31, 2002 (With Independent Auditors' Report Thereon) GENESIS HEALTH VENTURES, INC. 401(k) Plan for collective bargaining unit employees Table of Contents
Page Independent Auditors' Report 1 Statement of Net Assets Available for Benefits, December 31, 2002 2 Statement of Changes in Net Assets Available for Benefits, Period from July 1, 2002 (inception of plan) through 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. 401(k) Plan for Collective Bargaining Unit Employees: We were engaged to audit the accompanying statement of net assets available for benefits of the Genesis Health Ventures, Inc. 401(k) Plan for Collective Bargaining Unit Employees as of December 31, 2002, and the related statement of changes in net assets available for benefits for the period from July 1, 2002 (inception of plan) through 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 audit. We conducted our audit 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 out audit provides 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 the changes in net assets available for benefits for the period from July 1, 2002 (inception of plan) through December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Our audit was performed for the purpose 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 audit 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. 401(k) PLAN FOR COLLECTIVE BARGAINING UNIT EMPLOYEES Statement of Net Assets Available for Benefits December 31, 2002 Investments, at fair value $ 552,043 Participant loans 19,021 Employer contributions receivable 20,398 Participant contributions receivable 12,071 --------- Total assets 603,533 --------- Net assets available for benefits $ 603,533 ========= See accompanying notes to financial statements. 2 GENESIS HEALTH VENTURES, INC. 401(k) PLAN FOR COLLECTIVE BARGAINING UNIT EMPLOYEES Statement of Changes in Net Assets Available for Benefits Period from July 1, 2002 (inception of plan) through December 31, 2002
Additions to net assets attributed to: Investment income: Interest and dividends $ 5,150 Contributions: Employer 20,398 Participants 96,124 Net appreciation in fair value of investments 4,246 Transfers from affiliated plans 500,148 --------- Total additions 626,066 --------- Deductions from net assets attributed to: Benefit payments 21,923 Administrative expenses 610 --------- Total deductions 22,533 --------- Net increase 603,533 Net assets available for benefits: Beginning of period -- --------- End of period $ 603,533 =========
See accompanying notes to financial statements. 3 Genesis Health Ventures, Inc. 401(k) Plan for Collective Bargaining Unit Employees Notes to Financial Statements December 31, 2002 (1) Description of the Plan The following description of the Genesis Health Ventures, Inc. 401(k) Plan for Collective Bargaining Unit Employees (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). The Plan commenced on July 1, 2002 at which time assets of affiliated plans in the amount of $500,148 were transferred to the Plan. Employees of the Company covered by collective bargaining agreements that call for participation in the Plan are eligible for participation when they have completed 6 consecutive months during which they have been credited with at least 500 hours of service in their first six months or if initial eligibility is not met, employees who complete 12 consecutive months of service during which they have been credited with at least 1,000 hours of service in their first year or any calendar year thereafter. 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 1.5% 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. (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: 4 Genesis Health Ventures, Inc. 401(k) Plan for Collective Bargaining Unit Employees Notes to Financial Statements December 31, 2002 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% Years of service for participants is based on date of hire with the Company. (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 their 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 Loans 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. (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. 5 Genesis Health Ventures, Inc. 401(k) Plan for Collective Bargaining Unit Employees Notes to Financial Statements December 31, 2002 (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, there are no forfeiture amounts available for the reduction of future employer contributions and no nonvested forfeiture accounts used to reduce employer contributions for 2002. (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 A participant may direct contributions in any of the following investment options in increments of 1%: Federated Capital Preservation Fund invests primarily in guaranteed investment contracts. Janus Fund invests primarily in large-cap equity funds. Janus Adviser Worldwide 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. 401(k) Plan for Collective Bargaining Unit Employees Notes to Financial Statements December 31, 2002 Plan investments as of December 31, 2002 were as follows: December 31, 2002 ------------ Federated Capital Preservation Fund $ 106,710 * Janus Fund 39,717 * Janus Worldwide Fund 17,158 Wachovia Diversified Bond Group Trust 54,150 * Wachovia Enhanced Stock Market Fund 22,981 Vanguard Wellington Fund 283,943 * MFS Capital Opportunities Fund 26,705 MFS New Discovery Fund 168 AIM Basic Value Fund 45 Genesis Health Ventures, Inc. Stock Fund 466 --------- $ 552,043 ========= *Represents 5% or more of the net assets of the Plan. During the period from July 1, 2002 through December 31, 2002, the Plan's investments in Funds and the Genesis Health Ventures, Inc. Stock Fund (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $4,244 and $2, respectively. (6) Income Taxes A determination letter has not been received for the Plan. The Company believes that the Plan is designed and being operated in compliance with the applicable requirements of the Code. Therefore, they believe that the Plan is qualified and the related trust is tax exempt as of the financial statement date. (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 funds managed by Wachovia, the trustee. These transactions qualify as party-in-interest transactions. The Plan incurred $610 of administrative fees for Wachovia's trustee and record-keeping services. These transactions qualify as party-in-interest transactions. Plan investments in the Genesis Health Ventures, Inc. Stock Fund primarily include shares of the plan sponsor's publicly traded common stock. These transactions qualify as party-in-interest transactions. 7 Genesis Health Ventures, Inc. 401(k) Plan for Collective Bargaining Unit Employees Notes to Financial Statements December 31, 2002 (8) Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits as of December 31, 2002, from the financial statements to the Form 5500: Net assets available for benefits per the financial statements $ 603,533 Employer and participant receivables (32,469) --------- Net assets available for benefits per the Form 5500 $ 571,064 =========
8 Schedule 1 GENESIS HEALTH VENTURES, INC. 401(k) PLAN FOR COLLECTIVE BARGAINING UNIT EMPLOYEES 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 99,841 $106,710 Janus Fund Fund 75,834 39,717 Janus Worldwide Fund Fund 23,472 17,158 Wachovia Diversified Bond Group Trust * Fund 47,541 54,150 Wachovia Enhanced Stock Market Fund * Fund 33,831 22,981 Vanguard Wellington Fund Fund 311,101 283,943 MFS Capital Opportunities Fund Fund 36,968 26,705 MFS New Discovery Fund Fund 208 168 AIM Basic Value Fund Fund 97 45 Genesis Health Ventures, Inc. Stock Fund* Stock Fund 485 466 Participant Loans (interest rates range from 4.25% to 9.5%)* 19,021 -------- $571,064 ========
*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. 401(k) PLAN FOR COLLECTIVE BARGAINING UNIT EMPLOYEES (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. 11 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 statement of net assets available for benefits of the Genesis Health Ventures, Inc. 401(k) Plan for Collective Bargaining Unit Employees as of December 31, 2002 and the related statement of changes in net assets available for benefits for the period from July 1, 2002 (inception of plan) to 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. 401(k) Plan for Collective Bargaining Unit Employees 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-----