0000731012-13-000028.txt : 20130123 0000731012-13-000028.hdr.sgml : 20130123 20130123113132 ACCESSION NUMBER: 0000731012-13-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130122 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130123 DATE AS OF CHANGE: 20130123 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12015 FILM NUMBER: 13541987 BUSINESS ADDRESS: STREET 1: 3220 TILLMAN DRIVE STREET 2: SUITE 300 CITY: BENSALEM STATE: PA ZIP: 19020 BUSINESS PHONE: 2159381661 MAIL ADDRESS: STREET 1: 3220 TILLMAN DRIVE STREET 2: SUITE 300 CITY: BENSALEM STATE: PA ZIP: 19020 8-K 1 hcsg-20121231form8kxdivide.htm 8-K HCSG-2012.12.31 Form 8K - Dividends


UNITED STATES
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): January 22, 2013
                                                                   
HEALTHCARE SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)

Commission File Number: 0-12015

Pennsylvania
23-2018365
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification
number)
 
 
3220 Tillman Drive, Suite 300, Bensalem, Pennsylvania
19020
(Address of principal executive office)
(Zip code)

Registrant's telephone number, including area code: 215-639-4274
    

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

( )    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
( )    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
( )    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
( )    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 8.01    Other Events.

On January 22, 2013, Healthcare Services Group, Inc. issued a press release (the “Press Release”) announcing its fourth quarter 2012 quarterly cash dividend of $0.16625 per common share. Such dividend will be paid on March 15, 2013 to shareholders of record at the close of business February 22, 2013. A copy of the Press Release is being furnished hereto as Exhibit 99.1 and is hereby incorporated by reference to this Current Report.

The information contained herein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01    Financial Statements and Exhibits.
( a )    Not applicable
( b )    Not applicable
( c )    Not applicable
( d )    Exhibits. The following exhibit is being furnished herewith:

99.1    Press Release and financial tables, dated January 22, 2013.

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.


 
 
HEALTHCARE SERVICES GROUP, INC.
Date: January 23, 2013
By:
/s/ John C. Shea
 
 
Name: John C. Shea
Title: Chief Financial Officer and Secretary








EXHIBIT INDEX

Exhibit:
99.1
Press Release dated January 22, 2013 issued by Healthcare Services Group, Inc.



EX-99.1 2 hcsg-20121231pressreleasex.htm EXHIBIT 99.1 HCSG-2012.12.31 Press Release - Dividends


HEALTHCARE SERVICES GROUP, INC.
INCREASES FOURTH QUARTER 2012 CASH DIVIDEND

Bensalem, PA - January 22, 2013, Healthcare Services Group, Inc.'s (NASDAQ:HCSG) Board of Directors has declared a quarterly cash dividend of $0.16625 per common share, payable on March 15, 2013 to shareholders of record at the close of business on February 22, 2013. This represents the 39th consecutive quarterly cash dividend payment, as well as the 38th consecutive increase since our initiation of quarterly cash dividend payments in 2003.

The Company's dividend policy is reviewed by the Board of Directors on a quarterly basis, taking into consideration, among other things, the impact of changing laws and regulations, including the American Taxpayer Relief Act of 2012. The Company expects to continue to pay a regular quarterly cash dividend based, in part, on its understanding of the aforementioned legislations' tax treatment of dividend income.

The Company intends to release results for the three months and year ended December 31, 2012 during the week of February 4, 2013. Following the release, they will hold a conference call to discuss the results.






Cautionary Statement Regarding Forward-Looking Statements

This release and any schedules incorporated by reference into it may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, which are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, our beliefs and assumptions. Words such as “believes,” “anticipates,” “plans,” “expects,” will,” “goal,” and similar expressions are intended to identify forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation by us that any of our plans will be achieved. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking information is also subject to various risks and uncertainties. Such risks and uncertainties include, but are not limited to, risks arising from our providing services exclusively to the health care industry, primarily providers of long-term care; credit and collection risks associated with this industry; from having several significant clients who each individually contributed at least 3% with one as high as 7% to our total consolidated revenues in the twelve month period ended December 31, 2012; our claims experience related to workers' compensation and general liability insurance; the effects of changes in, or interpretations of laws and regulations governing the industry, our workforce and services provided, including state and local regulations pertaining to the taxability of our services; and the risk factors described in our Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2011 in Part I thereof under ''Government Regulation of Clients,” ''Competition'' and ''Service Agreements/Collections,” and under Item IA “Risk Factors”. Many of our clients' revenues are highly contingent on Medicare and Medicaid reimbursement funding rates, which Congress and related agencies have affected through the enactment of a number of major laws and regulations during the past decade, including the March 2010 enactment of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010. On July 29, 2011, the United States Center for Medicare Services issued final rulings which, among other things, reduced Medicare payments to nursing centers by 11.1% and changed the reimbursement for the provision of group rehabilitation therapy services to Medicare beneficiaries. On January 2, 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, which also addressed the provisions of the Budget Control Act of 2011. Under these provisions, the Act will reduce federal spending, potentially beginning in March 2013, if Congress and the Administration do not reach an agreement on means to reduce the national deficit by $1.2 trillion split evenly between domestic and defense spending. Currently, the U.S. Congress is considering further changes or revising legislation relating to health care in the United States which, among other initiatives, may impose cost containment measures impacting our clients. These laws and proposed laws and forthcoming regulations have significantly altered, or threaten to significantly alter, overall government reimbursement funding rates and mechanisms. The overall effect of these laws and trends in the long-term care industry has affected and could adversely affect the liquidity of our clients, resulting in their inability to make payments to us on agreed-upon payment terms. These factors, in addition to delays in payments from clients, have resulted in, and could continue to result in, significant additional bad debts in the near future. Additionally, our operating results would be adversely affected if unexpected increases in the costs of labor and labor-related costs, materials, supplies and equipment used in performing services could not be passed on to our clients.
    
In addition, we believe that to improve our financial performance we must continue to obtain service agreements with new clients, provide new services to existing clients, achieve modest price increases on current service agreements with existing clients and maintain internal cost reduction strategies at our various operational levels. Furthermore, we believe that our ability to sustain the internal development of managerial personnel is an important factor impacting future operating results and successfully executing projected growth strategies.     

Healthcare Services Group, Inc. is the largest national provider of professional housekeeping, laundry and dietary services to long-term care and related health care facilities.

Company Contacts:

Daniel P. McCartney
 
Theodore Wahl
Chairman and Chief Executive Officer
 
President and Chief Operating Officer
215-639-4274
 
215-639-4274