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 24, 2012
| HEALTHCARE SERVICES GROUP, INC. |
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-12015 | 23-2018365 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3220 Tillman Drive-Suite 300, Bensalem, Pennsylvania 19020 |
(Address of principal executive offices, including 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 (see General Instruction A.2. below):
| ¨ | 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 CFR 240.14d-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 24, 2012 Healthcare Services Group, Inc. issued a press release (the “Press Release”) announcing its fourth quarter 2011 regular quarterly cash dividend of $.16125 per common share. Such dividend will be paid on March 16, 2012 to shareholders of record at the close of business February 24, 2012. A copy of the Press Release is being furnished herewith as Exhibit 99.1 and is hereby incorporated by reference to this Current Report.
The information contained in this Current Report 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 dated January 24, 2012 |
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. | ||||
| January 25, 2012 | /S/ Richard W. Hudson | |||
| Date | Chief Financial Officer and | |||
| Secretary | ||||
EXHIBIT INDEX
| Exhibit: | ||
| 99.1 | Press Release dated January 24, 2012 issued by Healthcare Services Group, Inc. | |
Exhibit 99.1
HEALTHCARE SERVICES GROUP, INC.
DECLARES INCREASED FOURTH QUARTER 2011 CASH DIVIDEND
Bensalem, PA – January 24, 2012-
Healthcare Services Group, Inc.’s (NASDAQ-HCSG) Board of Directors has declared a regular quarterly cash dividend of $ .16125 per common share, payable on March 16, 2012 to shareholders of record at the close of business February 24, 2012. This represents the 35th consecutive regular quarterly cash dividend payment, as well as the 34th consecutive increase since our initiation of regular quarterly cash dividend payments in 2003
They intend to release their results for the year ended December 31, 2011 during the week of February 6, 2012. Following the release, they will hold a conference call to discuss our results.
The Company also announces that it will make a presentation on February 8, 2012 regarding the Company at the “UBS Annual Global Healthcare Services Conference” at the Grand Hyatt in New York City. Additionally, this presentation will be audio webcast at www.ibb.ubs.com.
| Dividend Declaration Release | January 24, 2012 Page 2 of 4 |
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; one client accounting for approximately 9% of revenues in the year ended December 31, 2011; 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, 2010 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,
| Dividend Declaration Release | January 24, 2012 Page 3 of 4 |
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. Most recently, on July 29, 2011, the United States Center for Medicare Services issued final rulings which, among other things, will reduce Medicare payments to nursing centers by 11.1% and change the reimbursement for the provision of group rehabilitation therapy services to Medicare beneficiaries. 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 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.
| Dividend Declaration Release | January 24, 2012 Page 4 of 4 |
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 Contact:
Daniel P. McCartney
Chairman and Chief Executive Officer
215-639-4274