-----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, P602wFOzxWumIu0pUs5XjD6eswFfP56FaJ5e3IGze+WKq9z6yypAMtjgdglT1Rbq g5c7V1qj3MuSRE7FQ6o52g== 0000950116-05-002335.txt : 20050701 0000950116-05-002335.hdr.sgml : 20050701 20050701153225 ACCESSION NUMBER: 0000950116-05-002335 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050701 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: 05933110 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 elevenk.txt 11-K 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, 2004 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 15 Pages INDEX DESCRIPTION PAGE - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 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 - 8 SUPPLEMENTAL SCHEDULE: SCHEDULE OF ASSETS (HELD AT END OF YEAR) 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, 2004 and 2003, 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 audit 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. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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, 2004 and 2003, 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. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but are 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. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. GRANT THORNTON LLP Edison, New Jersey June 27, 2005 2 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31,
2004 2003 ---------- ---------- Assets Investments at fair value $1,338,767 $1,029,201 Non-interest bearing cash 9 - Receivables Participant contributions 7,695 2,081 ---------- ---------- Net Assets Available for Benefits $1,346,471 $1,031,282 ========== ==========
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 FOR THE YEAR ENDED DECEMBER 31,
2004 2003 ---------- ---------- Additions: Participant contributions $ 278,988 $ 282,585 Rollover contributions 27,169 - Investment income: Interest 11 43 Dividends 14,197 4,760 Net appreciation in fair value of investments 85,561 112,438 ---------- ---------- 99,769 117,241 ---------- ---------- Total Additions 405,926 399,826 Deductions: Participant withdrawals (90,737) (53,827) ---------- ---------- NET INCREASE 315,189 345,999 Net assets available for benefits, beginning of year 1,031,282 685,283 ---------- ---------- Net assets available for benefits, end of year $1,346,471 $1,031,282 ========== ==========
The accompanying notes are an integral part of these statements. 4 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 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 non-highly compensated salaried employees who have one year of service (1,000 hours) and have attained the age of twenty-one or older with the exception employees whose employment is governed by a collective bargaining agreement. 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. 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. 5 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2004 AND 2003 NOTE A. (CONTINUED) 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. 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. 6 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2004 AND 2003 NOTE C.-INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets as of:
December 31, ------------------------ 2004 2003 ---------- ---------- Fidelity Advisor Equity Growth Fund $ 70,646 $ 55,260 Fidelity Advisor Equity Income Fund 103,712 61,586 INVESCO Technology Fund (Class K) * 56,658 Janus Adviser Forty Fund 98,315 103,488 Janus Adviser Lg Cap Growth Fund 88,090 72,950 Healthcare Services Group, Inc. common stock 129,183 * Black Rock Money Market Fund (PNC; Note E) 437,510 421,367 --------- --------- $ 927,456 $ 771,309 ========= =========
* Balance did not represent at least 5% of Net Plan Assets During 2004 and 2003, the Plan's investments (including realized and unrealized gains and losses) appreciated in value by $85,561 and $112,438, respectively as follows:
December 31, ----------------------- 2004 2003 --------- --------- Mutual Funds $ 51,538 $ 98,588 Healthcare Services Group, Inc. common stock 31,073 12,155 Money Market Fund (PNC; Note E) 2,950 1,695 --------- --------- $ 85,561 $ 112,438 ========= =========
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"). 7 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2004 AND 2003 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 held 6,198.7968 and 2,322.741 shares of Healthcare Services Group, Inc. common stock with a quoted market value of $129,183 and $44,666 at December 31, 2004 and 2003, respectively. 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. 8 HEALTHCARE SERVICES GROUP, INC. RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) SCHEDULE H, LINE 4I OF FORM 5500
(a) (b) (c) (e) Party-In- Identity of Description of Current Interest Issue Investment Value - --------------------------------------------------------------------------------------------------------- * Healthcare Services Group Common Stock $ 129,183 AIM High Yield Fund Cl A Mutual Fund 7,161 American Beacon Sm Cap Value Mutual Fund 15,831 American Balanced Fund Mutual Fund 42,413 American Century Sm Cap Value Mutual Fund 15,003 American Century Value Fund Mutual Fund 17,373 Growth Fund of America Mutual Fund 61,515 Income Fund of America Mutual Fund 31,627 BlackRock GNMA Cl A Mutual Fund 7,774 BlackRock Managed Inc Cl A Mutual Fund 11,742 Federated High Income Bond Fund Mutual Fund 20,298 Federated Stock Trust Mutual Fund 44,957 Fidelity Advisor Equity Growth Mutual Fund 70,647 Fidelity Advisor Equity Income Mutual Fund 103,712 * Healthcare Services Stock Liquidity Cash 511 AIM Dynamics Cl K Mutual Fund 12,287 AIM Health Sciences Cl K Mutual Fund 29,750 AIM Technology Cl K Mutual Fund 52,894 Janus Adviser Forty Fund Mutual Fund 98,315 Janus Adviser Lg Cap Growth Mutual Fund 88,090 MFS Int'l New Discovery Mutual Fund 14,860 MFS New Endeavor Mutual Fund 977 Royce Low Price Stock Mutual Fund 17,932 Royce Opportunity Mutual Fund 6,405 * BlackRock Money Market (PNC) Money Market Fund 437,510 ------------ $ 1,338,767 ============
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 30, 2005 /s/ James L. DiStefano --------------------------------- By: James L. DiStefano Title: Chairman of Plan Committee 10 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 30, 2005 /s/ Daniel P. McCartney -------------------------------- By: Daniel P. McCartney Title: Chief Executive Officer 11 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 30, 2005 /s/ James L. DiStefano ------------------------------- By: James L. DiStefano Title: Chief Financial Officer 12 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, 2004 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 30, 2005 /s/ Daniel P. McCartney ------------------------------- By: Daniel P. McCartney Title: Chief Executive Officer 13 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, 2004 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 30, 2005 /s/ James L. DiStefano ------------------------------- By: James L. DiStefano Title: Chief Financial Officer 14 -----END PRIVACY-ENHANCED MESSAGE-----