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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission File No. 0-12015
HEALTHCARE SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 232018365
- ------------------------------- ------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporated or organization)
3220 Tillman Drive, Suite 300, Bensalem, PA 19020
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (215) 639-4274
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Titles of Each Class on Which Registered
-------------------- -------------------
NONE
Securities registered pursuant to Section 12(g) of the Act:
Shares of Common Stock ($.01 par value)
---------------------------------------
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
YES X NO
--- ---
The aggregate market value of voting stock (Common Stock, $.01 par value) held
by non-affiliates of the Registrant as of March 12, 2001 was approximately
$54,262,000. Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date: At
March 12, 2001 there were outstanding 10,899,091 shares of the Registrant's
Common Stock, $.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of Form 10-K will be incorporated
by reference to certain portions of a definitive proxy statement which is
expected to be filed by the Registrant pursuant to Regulation 14A within 120
days after the close of its fiscal year.
PART I
References made herein to the Company or the Registrant include
Healthcare Services Group, Inc. and its wholly owned subsidiaries HCSG Supply,
Inc. and Huntingdon Holdings, Inc., unless the context otherwise requires.
Item I. Business
(a) General
Healthcare Services Group, Inc. (the "Company" or the "Registrant")
provides housekeeping, laundry, linen, facility maintenance and food services to
the health care industry, including nursing homes, retirement complexes,
rehabilitation centers and hospitals. The Company believes that it is the
largest provider of contractual housekeeping and laundry services to the
long-term care industry in the United States, rendering such services to
approximately over 1,100 facilities in 42 states and Canada as of December 31,
2000.
(b) Not Applicable
(c) Description of Services
The Company provides management, administrative and operating expertise
and services to the housekeeping, laundry, linen, facility maintenance and food
service departments of the health care industry. The Company's labor force is
also interchangeable with respect to each of these services, with the exception
of food services. The Company believes that each service it performs is similar
in nature and each provides opportunity for growth.
Housekeeping services. Housekeeping services is the largest service
sector of the Company. It involves cleaning, disinfecting and sanitizing
resident areas in the facilities. In providing services to any given client
facility, the Company typically hires and trains the hourly employees who were
employed by such facility prior to the engagement of the Company. The Company
normally assigns two on-site managers to each facility to supervise and train
hourly personnel and to coordinate housekeeping and laundry with other facility
support functions. Such management personnel also oversee the execution of a
variety of quality and cost-control procedures including continuous training and
employee evaluation as well as on-site testing for infection control. The
on-site management team also assists the facility in complying with Federal,
state and local regulations.
Laundry and linen services. Laundry and linen services is the other
significant service sector of the Company. Laundry services involves laundering
and processing of the residents' personal clothing. The Company provides laundry
service to all of its housekeeping clients. Linen services involves providing,
laundering and processing the sheets, pillow cases, blankets, towels, uniforms
and assorted linen items used by the facilities. At some of the facilities that
utilize the Company's linen service, the Company has installed its own
equipment. Such installation generally requires an initial capital outlay by the
Company of from $50,000 to $250,000 depending on the size of the facility,
installation and construction costs, and the amount of equipment required. The
Company could incur relocation or other costs in the event of the cancellation
of a linen service agreement where there was an investment by the Company in a
corresponding laundry installation. The hiring, training and supervision of
laundry and linen services' hourly employees are similar to, and performed by
the same management personnel who perform housekeeping services.
1
From January 1, 1998 through December 31, 2000 the Company's services
were cancelled by 75 facilities with respect to which the Company had previously
invested in a laundry installation. Laundry installations relating to agreements
cancelled in 1998 resulted in the Company receiving approximately $57,000 less
than the net amount at which these assets were recorded on its balance sheet. In
the years ended December 31, 1999 and 2000, respectively laundry installations,
relating to clients who service agreements with the Company were terminated,
were sold to the Company's clients for an amount in excess of the net amount
recorded on the Company's balance sheet. Linen supplies, in some instances are
owned by the Company, and the Company maintains a sufficient inventory of these
items in order to ensure their availability. The Company provides linen services
to approximately twenty per cent of the facilities for which it provides
housekeeping services.
Maintenance and other services . Maintenance services consist of repair
and maintenance of laundry equipment, plumbing and electrical systems, as well
as carpentry and painting. In many instances, materials, equipment and supplies
utilized by the Company in the performance of maintenance services, as well as
housekeeping, laundry and linen services, are provided by the Company through
its wholly owned subsidiary, HCSG Supply, Inc.. The Company also provides
consulting services to facilities to assist them in updating their housekeeping,
laundry and linen operations.
Food services. The Company commenced providing food services in 1997.
Food services consist of the development of a menu that meets the residents'
dietary needs, purchasing and preparing the food to assure the residents receive
an appetizing meal, and participation in monitoring the residents' on-going
nutrition status. On-site management is responsible for all daily food service
activities, with regular support being provided by a district manager
specializing in food service, as well as a registered dietitian. The Company
also provides consulting services to facilities to assist them in updating and
cost containment with respect to a client's food service operation.
Laundry installations sales. The Company (as distributor of laundry
equipment) sells laundry installations to its clients which generally represent
the construction and installation of a turn-key operation. The Company generally
offers payment terms, ranging from 36 to 60 months. There were no service
agreement cancellations in 2000, 1999 or 1998 by clients who have purchased
laundry installations from the Company. During the years 1998 through 2000,
laundry installation sales were not material to the Company's operating results
as the Company prefers to own such laundry installations in connection with
performance of its service agreements.
2
Operational-Management Structure
By applying its professional management techniques, the Company is
generally able to containor control certain housekeeping, laundry, linen,
facility maintenance and food service costs on a continuing basis. The Company
provides its services through a network of management personnel, as illustrated
below.
-----------------------------------------
President
-----------------------------------------
-----------------------------------------
Vice President - Operations
-----------------------------------------
-----------------------------------------
Divisional Vice President
(4 Divisions)
-----------------------------------------
-----------------------------------------
Regional Vice President/Manager
(24 Regions)
-----------------------------------------
-----------------------------------------
District Manager
(112 Districts)
-----------------------------------------
-----------------------------------------
Training Manager
-----------------------------------------
-----------------------------------------
Facility Manager and
Assistant Facility Manager
-----------------------------------------
Each facility is managed by an on-site Facility Manager, an Assistant
Facility Manager, and if necessary, additional supervisory personnel. Districts,
typically consisting of from eight to twelve facilities, are supported by a
District Manager and a Training Manager. District Managers bear overall
responsibility for the facilities within their districts. They are generally
based within close proximity to each facility. These managers provide active
support to clients in addition to the support provided by the Company's on-site
management. Training Managers are responsible for the recruitment, training and
development of Facility Managers. At December 31, 2000, the Company maintained
24 regions within four divisions. A division consists of a number of regions
within a specific geographical area. A Divisional Vice President manages each
division. Each region is headed by a Regional Vice President/Manager, as well as
some regions having a Regional Sales Director who assumes primary responsibility
for marketing the Company's services. Regional Vice President/Managers report to
Divisional Vice Presidents who in turn report to the President or Vice President
of Operations. The Company believes that its divisional, regional and district
organizational structure facilitates its ability to obtain new clients, as well
as its ability to sell additional services to existing clients.
3
Market
The market for the Company's services consists of a large number of
facilities involved in various aspects of the health care industry, including,
nursing homes, retirement complexes, rehabilitation centers and hospitals. Such
facilities may be specialized or general, privately owned or public, profit or
not-for-profit, and may serve patients on a long-term or short-term basis. The
market for the Company's services is expected to continue to grow as the elderly
increase as a percentage of the United States population and as government
reimbursement policies require increased cost control or containment by
constituents of its targeted market.
In 2000 the long-term care market consisted of approximately 23,000
facilities, according to estimates of the Department of Health and Human
Services. The facilities primarily range in size from small private facilities
with 65 beds to facilities with over 500 beds. The Company markets its services
primarily to facilities with 100 or more beds. The Company believes that less
than five percent of long-term care facilities use outside providers of
housekeeping and laundry services such as the Company.
Marketing and Sales
The Company's services are marketed at four levels of the Company's
organization: at the corporate level by the Chief Executive Officer, President
and the Vice President of Operations, at the divisional level by Divisional Vice
Presidents; at the regional level by the Regional Vice Presidents/Managers and
Regional Sales Directors; and at the district level by District Managers. The
Company provides incentive compensation to its operational personnel based on
achieving budgeted earnings and to its Regional Sales Directors based on
achieving budgeted earnings and new business revenues.
The Company's services are marketed primarily through referrals and
in-person solicitation of target facilities. The Company also utilizes direct
mail campaigns and participates in industry trade shows, health care trade
associations and healthcare support services seminars that are offered in
conjunction with state or local health authorities in many of the states in
which the Company conducts its business. The Company's programs have been
approved for continuing education credits by state nursing home licensing boards
in certain states, and are typically attended by facility owners, administrators
and supervisory personnel, thus presenting a marketing opportunity for the
Company. Indications of interest in the Company's services arising from initial
marketing efforts are followed up with a presentation regarding the Company's
services and survey of the service requirements of the facility. Thereafter, a
formal proposal, including operational recommendations and recommendations for
proposed savings, is submitted to the prospective client. Once the prospective
client accepts the proposal and signs the service agreement, the Company can set
up its operations on-site within days.
4
Government Regulation of Clients
The Company's clients are subject to governmental regulation. In August
1997, the President signed into law the Balanced Budget Act of 1997. The
legislation changed Medicare policy in a number of ways including the phasing in
of a Medicare prospective payment system ("PPS") for skilled nursing facilities
effective July 1, 1998. PPS has significantly changed the manner and the amounts
in which skilled nursing facilities are reimbursed for inpatient services
provided to Medicare beneficiaries. Unlike the old system, which relied solely
on cost reports submitted, PPS rates are based entirely on the
federal-acuity-adjusted rate. Although PPS directly affects how clients are paid
for certain services, the Company itself does not participate in any government
reimbursement programs. Therefore, all of the Company's contractual
relationships with its clients continue to determine the clients' payment
obligations to the Company. However, certain clients have been adversely
affected by PPS, as well as other trends in the long-term care industry
resulting in certain clients filing voluntary bankruptcy petitions. Others may
follow (see " Liquidity and Capital Resources"). The awareness that PPS has had,
and continues to have a negative effect on the long-term care industry's
financial position has been recognized by Congress. In 1999, Congress passed the
Balanced Budget Refinement Act of 1999 ("BBRA") which restored $2.7 billion in
funding for skilled nursing facilities and mandated a 20 percent adjustment in
15 selected Resource Utilization Groups ("RUGs"). RUGs is the classification
system used under PPS to evaluate patients in connection with Medicare
reimbursement payments. In July 2000, HFCA extended the BBRA adjustments through
2001 (they were to expire in October 2000). Additionally, other measures have
been introduced recently by legislatures to close the gap between the current
system's presumptions and the actual cost of providing care.
Service Agreements/Collection
The Company offers two kinds of service agreements, a full service
agreement or a management agreement. In a full service agreement, the Company
assumes both management and payroll responsibility for the hourly housekeeping,
laundry, linen, facility maintenance and food service employees.
The Company typically adopts and follows the client's employee wage
structure, including its policy of wage rate increases, and passes through to
the client any labor cost increases associated with wage rate adjustments. Under
a management agreement, the Company provides management and supervisory services
while the client facility retains payroll responsibility for its hourly
employees. Substantially all of the Company's agreements are full service
agreements. These agreements typically provide for a one year term, cancelable
by either party upon 30 or 90 days' notice after the initial 90-day period. As
of December 31, 2000, the Company provided services to approximately 1,100
client facilities.
Although the service agreements are cancelable on short notice, the
Company has historically had a favorable client retention rate and expects to be
able to continue to maintain satisfactory relationships with its clients. The
risk associated with short-term agreements have not materially affected either
the Company's linen services, which generally require a capital investment, or
laundry installation sales, which require the Company to finance the sales
price. Such risks are often mitigated by certain provisions set forth in the
agreements which are entered into by the Company.
5
From time to time, the Company encounters difficulty in collecting
amounts due from certain of its clients, including those in bankruptcy, those
who have terminated service agreements and slow payers experiencing financial
difficulties. In order to provide for these collection problems and the general
risk associated with the granting of credit terms, the Company recorded bad debt
provisions (in an Allowance for Doubtful Accounts) of $3,250,000, $7,250,314 and
$2,339,515 in the years ended December 31, 2000, 1999 and 1998, respectively. In
making its evaluations, in addition to analyzing and anticipating, where
possible, the specific cases described above, management considers the general
collection risks associated with trends in the long-term care industry.
Competition
The Company competes primarily with the in-house support service
departments of its potential clients. Most healthcare facilities perform their
own support service functions without relying upon outside management firms such
as the Company. In addition, a number of local firms compete with the Company in
the regional markets in which the Company conducts business. Several national
service firms are larger and have greater financial and marketing resources than
the Company, although historically, such firms have concentrated their marketing
efforts on hospitals rather than the long-term care facilities typically
serviced by the Company. Although the competition to provide service to health
care facilities is strong, the Company believes that it competes effectively for
new agreements, as well as renewals of the existing agreements based upon the
quality and dependability of its services and the cost savings it can effect for
the client.
Employees
At December 31, 2000, the Company employed approximately 2,453
management and supervisory personnel. Of these employees, 258 held executive,
regional/district management and office support positions, and 2,195 of these
salaried employees were on-site management personnel. On such date, the Company
employed approximately 13,823 hourly employees. Many of the Company's hourly
employees were previous support employees of the Company's clients. In addition,
the Company manages hourly employees who remain employed by certain of its
clients.
Approximately 10% of the Company's hourly employees are unionized.
These employees are subject to collective bargaining agreements that are
negotiated by individual facilities and are assented to by the Company so as to
bind the Company as an "employer" under the agreements. The Company may be
adversely affected by relations between its client facilities and the employee
unions. The Company is a party to a negotiated collective bargaining agreement
with a limited number of employees at a few facilities serviced by the Company.
The Company believes its employee relations are satisfactory.
6
(d) Risk Factors - Certain matters discussed in this report may include
forward-looking statements that are subject to risks and uncertainties that
could cause actual results or objectives to differ materially from those
projected. Such risks and uncertainties include, but are not limited to, risks
arising from the Company providing its services exclusively to the health care
industry, primarily providers of long-term care; credit and collection risks
associated with this industry; the effects of changes in regulations governing
the industry and risk factors described in Part I hereof under "Government
Regulation of Clients", "Competition" and "Service Agreements/Collection". The
Company's clients have been adversely affected by the change in Medicare
payments under the Prospective Payment System ("PPS") enacted in 1997, as well
as other trends in the long-term care industry resulting in certain of the
Company's clients filing voluntary bankruptcy petitions. Others may follow.
These factors, in addition to delays in payments from clients has resulted in
and could result in additional bad debts in the near future. The Company's
operating results would also be adversely affected if unexpected increases in
the costs of labor, materials supplies and equipment used in performing its
services could not be passed on to clients.
In addition, the Company believes that in order to improve its
financial performance it must continue to obtain service agreements with new
clients and provide additional services to existing clients, achieve modest
price increases on current service agreements with existing clients and maintain
internal cost reduction strategies at the various operational levels of the
Company. Furthermore, the Company believes that its ability to sustain the
internal development of managerial personnel is an important factor impacting
future operating results and successfully executing projected growth strategies.
(e) Financial Information About Foreign and Domestic Operations and Export Sales
Not Applicable.
Item 2. Properties
The Company leases its corporate offices, located at 3220 Tillman
Drive, Suite 300, Bensalem , Pennsylvania 19020, which consists of 16,195 square
feet. The term of the lease expires on September 30, 2005. The Company also
leases office space at other locations in Pennsylvania, Connecticut, Florida,
Illinois, California, Colorado, Georgia and Texas. The office sizes range from
approximately 1,000 to 2,500 square feet. These locations serve as divisional or
regional offices. In addition, the Company leases warehouse space in
Pennsylvania and Florida. The warehouses in Pennsylvania and Florida consist of
approximately 18,000 and 6,000 square feet, respectively. None of these leases
is for more than a five-year term.
The Company is provided with office and storage space at each of its
client facilities. Management does not foresee any difficulties with regard to
the continued utilization of such premises.
The Company presently owns laundry equipment, office furniture and
equipment, housekeeping equipment and vehicles. Management believes that all of
such equipment is sufficient for the conduct of the Company's current
operations.
7
Item 3. Legal Proceedings.
As of December 31, 2000, there were no material pending legal
proceedings to which the Company was a party, or as to which any of its property
was subject, other than routine litigation or claims believed to be adequately
covered by insurance.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Registrant's Common Stock and Related Security Holder
Matters
(a) Market Information
The Company's common stock, $.01 par value (the "Common Stock") is traded on the
NASDAQ National Market System. On December 31, 2000, there were 10,939,091
shares of Common Stock outstanding.
The high and low bids for the Common Stock during the two years ended
December 31, 2000, ranged as follows:
2000 High 2000 Low
--------- --------
1st Qtr. 9.688 5.000
2nd Qtr. 5.438 3.719
3rd Qtr. 5.500 4.531
4th Qtr. 6.375 4.750
1999 High 1999 Low
--------- --------
1st Qtr. 11.500 9.125
2nd Qtr. 10.625 8.750
3rd Qtr. 9.875 7.875
4th Qtr. 8.500 6.625
(b) Holders
As of March 12, 2001, there were approximately 434 holders of record of
the common stock, including stock held in nominee name by brokers or other
nominees. It is estimated that there are approximately 2,600 beneficial holders.
(c) Dividends
The Company has not paid any cash dividends on its Common Stock during
the last two years. Currently, it intends to continue this policy of
retaining all of its earnings, if any, to finance the development and
expansion of its business.
8
Items 6 through 8 - Selected Financial Data, Management's Discussion and
Analysis of Financial Condition and Results of Operations
and Financial Statements and Supplementary Data
The information called for herein is incorporated by reference to the
Company's Annual Report to Shareholders for the year ended December 31, 2000,
copies of which accompany this Report.
Selected Financial Data
The selected financial data presented below should be read in conjunction with,
and is qualified in its entirety by reference to, the Financial Statements and
Notes thereto.
(In thousands except for per share data and employees)
----------------------------------------------------------
Years ended December 31:
------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
Revenues $254,668 $232,432 $204,869 $181,359 $162,482
-------- -------- -------- -------- --------
Net income $ 5,588 $ 5,536 $ 8,869 $ 5,894 $ 6,889
-------- -------- -------- -------- --------
Basic earnings per common share $ .51 $ .50 $ .79 $ .52 $ .57
-------- -------- -------- -------- --------
Diluted earnings per common share $ .51 $ .49 $ .77 $ .51 $ .56
-------- -------- -------- -------- --------
Weighted average number of common
shares outstanding for basic EPS 10,964 11,053 11,188 11,354 12,156
-------- -------- -------- -------- --------
Weighted average number of common
shares outstanding for diluted EPS 10,983 11,286 11,512 11,578 12,203
-------- -------- -------- -------- --------
As of December 31:
Working Capital $ 73,995 $69,785 $ 62,009 $ 55,706 $57,434
-------- -------- -------- -------- --------
Total Assets $108,343 $98,030 $ 93,109 $ 84,890 $86,446
-------- -------- -------- -------- --------
Stockholders' Equity $ 90,805 $85,961 $ 80,192 $ 72,227 $74,938
-------- -------- -------- -------- --------
Book Value Per Share $ 8.21 $ 7.77 $ 7.27 $ 6.52 $ 6.17
-------- -------- -------- -------- --------
Employees 16,276 15,741 14,046 12,180 11,217
-------- -------- -------- -------- --------
All share data has been adjusted to reflect the 3-for-2 stock split paid in the
form of a 50% stock dividend on August 27, 1998.
Contents
2 Letter to Shareholders
4 Company Profile
8 Selected Financial Data
9 Management's Discussion and Analysis
13 Financial Statements
17 Notes to Financial Statements
28 Report of Independent Certified Public Accountants
9
The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto.
Management's Discussion and Analysis of
Financial Condition And Results of Operations
Results of Operations
From 1995 through 2000, the Company's revenues grew at a compound annual rate of
11.4%. This growth was achieved through obtaining new clients in both existing
market areas, as well as providing additional services to existing clients.
Although there can be no assurance thereof, the Company anticipates future
growth, although its compound growth rates will likely decrease as growth is
measured against the Company's increasing revenue base.
The following table sets forth for the years indicated the percentage which
certain items bear to revenues:
Relation to Total Revenues
Years Ended December 31,
-------------------------------
2000 1999 1998
------ ------ ------
Revenues 100.0% 100.0% 100.0%
Operating costs and expenses:
Costs of services provided 89.1 88.5 85.1
Selling, general and administrative 7.7 8.1 8.5
Interest income .4 .4 .6
----- ----- -----
Income before income taxes 3.6 3.8 7.0
Income taxes 1.4 1.4 2.7
----- ----- -----
Net income 2.2% 2.4% 4.3%
===== ===== =====
2000 Compared with 1999
Revenues increased 9.6% to $254,668,213 in 2000 from $232,431,888 in 1999
resulting primarily from new service agreements entered into with new clients.
Costs of services provided as a percentage of revenues in 2000 increased to
89.1% from 88.5% in 1999. The primary factors affecting specific variations in
the 2000 cost of services provided as a percentage of revenues and their effect
on the .6% increase are as follows: an increase of 1.3% in the cost of supplies
consumed in performing services; an increase of .7% in labor costs; an increase
of .3% in employee benefits; offsetting these increases was a decrease of 1.8%
in bad debt provision.
Selling, general and administrative expenses as a percentage of revenue
decreased to 7.7% in 2000 from 8.1% in 1999. The decrease is primarily
attributable to the Company's ability to control these expenses while comparing
them to a greater revenue base.
As a result of the matters discussed above, 2000 net income decreased to 2.2%
as a percentage of revenue compared to 2.4% in 1999.
1999 Compared with 1998
Revenues increased 13.5% to $232,431,888 in 1999 from $204,869,023 in 1998. The
following factors contributed to the increase in revenues: service agreements
with new clients increased revenues 30.4%; new services to existing clients
increased revenues 2.5%; and cancellations and other minor changes decreased
revenues by 19.4%.
10
Costs of services provided as a percentage of revenues in 1999 increased to
88.5% from 85.1% in 1998. The primary factors affecting specific variations in
the 1999 cost of services provided as a percentage of revenues and their effect
on the 3.4% increase are as follows: an increase of 2.0% in bad debt provision;
increase of 1.6% in labor costs; increase of .4% in workers' compensation
insurance; offsetting these increases was a decrease of .8% in the cost of
supplies consumed in performing services.
Selling, general and administrative expenses as a percentage of revenue
decreased to 8.1% in 1999 from 8.5% in 1998. The decrease is primarily
attributable to the Company's ability to control these expenses while comparing
them to a greater revenue base.
Income taxes as a percentage of revenue decreased in 1999 as a result of the
Internal Revenue Service concluding an examination of the company's 1996 and
1997 returns. Therefore, previously established reserves are no longer required.
Accordingly, the effective tax rate for 1999 has been reduced to reflect the
reversal of these reserves.
Interest income in 1999 decreased to .4% as a percentage of revenue as
compared to .6% in the 1998 twelve month period principally due to the Company's
shift from investing excess funds in taxable securities to tax exempt
securities, as well as lower average cash balances.
As a result of the matters discussed above, 1999 net income decreased to 2.4%
as a percentage of revenue compared to 4.3% in 1998.
Liquidity and Capital Resources
At December 31, 2000 the Company had working capital and cash of $73,995,108 and
$22,841,618 respectively, which represent increases of 6% and 33%, respectively
in working capital and cash as compared to December 31, 1999 working capital and
cash of $69,784,823 and $17,198,687. During 2000, the Company expended $761,875
for open market purchases of 127,500 shares of its common stock. The Company's
current ratio at December 31, 2000 decreased to 6.2 to 1 from 8.7 to 1 at
December 31, 1999.
The net cash provided by the Company's operating activities was $7,750,533
for the year ended December 31, 2000. The principal source of cash flows from
operating activities for 2000 was net income, charges to operations for bad debt
provisions, depreciation and amortization, as well as increases in accounts
payable and other accrued expenses, and accrued payroll and accrued and withheld
payroll taxes. The operating activity that used the largest amount of cash was
an $8,485,627 net increase in accounts and notes receivable and long-term notes
receivable. The net increase in accounts and current and long term notes
receivable resulted primarily from the growth in the Company's revenues. The
increase in accounts payable and other accrued expenses, and accrued payroll and
accrued and withheld payroll taxes are principally due to the timing of the
respective payments.
The Company's principal use of cash in investing activities for the year
ended December 31, 2000 was the purchase of housekeeping equipment, computer
software and equipment and laundry equipment installations.
At December 31, 1999 the Company had working capital and cash of $69,784,823
and $17,198,687 respectively, which represents a 13% increase in working capital
and slight decrease in cash compared to December 31, 1998 working capital and
cash of $62,009,010 and $17,201,408. During 1999, the Company expended $183,750
for open market purchases of 21,000 shares of its common stock. The Company's
current ratio at December 31, 1999 increased, to 8.7 to 1 from 6.8 to 1 at
December 31, 1998.
11
The net cash provided by the Company's operating activities was $1,645,549
for the year ended December 31, 1999. The principal source of cash flows from
operating activities for 1999 was net income, charges to operations for bad debt
provisions and depreciation and amortization. The operating activity that used
the largest amount of cash was an $11,344,617 net increase in accounts and notes
receivable and long-term notes receivable, as well as a $1,795,361 decrease in
accounts payable and other accrued expenses. The net increase in accounts and
current and long-term notes receivable resulted primarily from the growth in the
Company's revenues. The decrease in accounts payable and other accrued expenses
is principally due to the timing of payments to vendors.
The Company's principal use of cash in investing activities for the year
ended December 31, 1999 was the purchase of housekeeping equipment, computer
software and equipment and laundry equipment installations.
The Company expends considerable effort to collect the amounts due for its
services on the terms agreed upon with its clients. Many of the Company's
clients participate in programs funded by federal and state governmental
agencies which historically have encountered delays in making payments to its
program participants. Additionally, legislation enacted in August 1997 changed
Medicare policy in a number of ways, most notably the phasing in, effective July
1, 1998 of a Medicare Prospective Payment System ("PPS") for skilled nursing
facilities which significantly changed the manner and amount of reimbursements
they receive. The Company's clients have been adversely effected by PPS, as well
as other trends in the long-term care industry resulting in certain of the
Company's clients filing voluntary bankruptcy protection. Others may follow.
These factors, in addition to delays in payments from clients has resulted in
and could result in additional bad debts in the near future. Whenever possible,
when a client falls behind in making agreed-upon payments, the Company converts
the unpaid accounts receivable to interest bearing promissory notes. The
promissory notes receivable provide a means by which to further evidence the
amounts owed and provide a definitive repayment plan and therefore may
ultimately enhance the Company's ability to collect the amounts due. In some
instances the Company obtains a security interest in certain of the debtors'
assets. Additionally, the Company considers restructuring service agreements
from full service to management-only service in the case of certain clients
experiencing financial difficulties. The Company believes that such
restructuring provides it with a means to maintain a relationship with the
client while at the same time minimizing collection exposure.
The Company encounters difficulty in collecting amounts due from certain of
its clients, including those in bankruptcy, those which have terminated service
agreements and slow payers experiencing financial difficulties. In order to
provide for these collection problems and the general risk associated with the
granting of credit terms, the Company has recorded bad debt provisions of
$3,250,000, $7,250,314 and $2,339,515 in the years ended December 31, 2000, 1999
and 1998, respectively. In making its evaluation, in addition to analyzing, and
anticipating, where possible, the specific cases described above, management
considers the general collection risk associated with trends in the long-term
care industry.
The Company has an $18,000,000 bank line of credit on which it may draw to
meet short-term liquidity requirements in excess of internally generated cash
flow. This facility expires on September 30, 2001. Amounts drawn under the line
are payable on demand. At December 31, 2000, there were no borrowings under the
line. However, at such date, the Company had outstanding approximately
$13,000,000 of irrevocable standby letters of credit, which relate to payment
obligations under the Company's insurance program. As a result of the letters of
credit issued, the amount available under the line was reduced by approximately
$13,000,000 at December 31, 2000.
At December 31, 2000, the Company had $22,841,618 of cash and cash
equivalents, which it views as its principal measure of liquidity.
12
The level of capital expenditures by the Company is generally dependent on
the number of new clients obtained. Such capital expenditures primarily consist
of housekeeping equipment and laundry and linen equipment installations.
Although the Company has no specific material commitments for capital
expenditures through the end of calendar year 2001, it estimates that it will
incur capital expenditures of approximately $2,000,000 during this period in
connection with housekeeping equipment and laundry and linen equipment
installations in its clients' facilities, as well as expenditures relating to
internal data processing hardware and software requirements. The Company
believes that its cash from operations, existing balances and credit line will
be adequate for the foreseeable future to satisfy the needs of its operations
and to fund its continued growth. However, if the need arose, the Company would
seek to obtain capital from such sources as long-term debt or equity financing.
In accordance with the Company's previously announced authorizations to
purchase its outstanding common stock, the Company expended $761,875 to purchase
127,500 shares of its common stock during 2000 at an average price of $5.98 per
common share. The Company remains authorized to purchase 321,450 shares pursuant
to previous Board of Directors action.
Cautionary Statements Regarding Forward Looking Statements
Certain matters discussed may include forward-looking statements that are
subject to risks and uncertainties that could cause actual results or objectives
to differ materially from those projected. Such risks and uncertainties include,
but are not limited to, risks arising from the Company providing its services
exclusively to the health care industry, primarily providers of long-term care;
credit and collection risks associated with this industry; the effects of
changes in regulations governing the industry and risk factors described in the
Company's Form 10-K filed with the Securities and Exchange Commission for the
year ended December 31, 2000 in Part I thereof under "Government Regulations of
Clients", "Competition" and "Service Agreements/Collections". The Company's
clients have been adversely effected by the change in Medicare payments under
the 1997 enactment of the Prospective Payment System ("PPS"), as well as other
trends in the long-term care industry resulting in certain of the Company's
clients filing voluntary bankruptcy petitions. Others may follow. These factors,
in addition to delays in payments from clients has resulted in and could result
in additional bad debts in the near future. Additionally, the Company's
operating results would be adversely affected if unexpected increases in labor
and labor related costs, materials, supplies and equipment used in performing
its services could not be passed on to its clients.
In addition, the Company believes that to improve its future financial
performance it 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 the various operational levels of the Company.
Furthermore, the Company believes that its ability to sustain the internal
development of managerial personnel is an important factor impacting future
operating results and successfully executing projected growth strategies.
Effects of Inflation
All of the Company's service agreements allow it to pass through to its clients
increases in the cost of labor resulting from new wage agreements. The Company
believes that it will be able to recover increases in costs attributable to
inflation by continuing to pass through cost increases to its clients.
13
Consolidated Balance Sheets
December 31,
----------------------------
2000 1999
----------- -----------
Assets
Current Assets:
Cash and cash equivalents ............................... $ 22,841,618 $17,198,687
Accounts and notes receivable, less allowance for
doubtful accounts of $4,914,000 in 2000 and
$7,278,000 in 1999 .................................... 52,744,352 48,612,738
Prepaid income taxes .................................... 1,128,624 843,889
Inventories and supplies ................................ 8,383,963 8,580,181
Deferred income taxes ................................... 839,103 1,777,536
Prepaid expenses and other .............................. 2,184,141 1,869,091
------------ -----------
Total current assets .................................. 88,121,801 78,882,122
Property and Equipment:
Laundry and linen equipment installations ............... 7,303,508 7,824,038
Housekeeping and office equipment ....................... 9,696,825 9,012,178
Autos and trucks ........................................ 21,329 51,110
------------ -----------
17,021,662 16,887,326
Less accumulated depreciation ........................... 11,863,635 10,990,792
------------ -----------
5,158,027 5,896,534
COSTS IN EXCESS OF FAIR VALUE OF
NET ASSETS ACQUIRED
less accumulated amortization of $1,635,531 in 2000
and $1,527,908 in 1999 .................................. 1,719,946 1,827,569
DEFERRED INCOME TAXES ...................................... 1,366,186 628,553
OTHER NONCURRENT ASSETS .................................... 11,976,905 10,795,104
------------ -----------
$108,342,865 $98,029,882
============ ===========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable ........................................ $ 4,829,183 $ 2,472,021
Accrued payroll, accrued and withheld payroll taxes ..... 8,209,344 5,417,367
Other accrued expenses .................................. 181,466 417,966
Accrued insurance claims ................................ 906,699 789,945
------------ -----------
Total current liabilities ............................. 14,126,692 9,097,299
ACCRUED INSURANCE CLAIMS ................................... 3,410,916 2,971,697
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value: 30,000,000 shares
authorized in 2000 and 15,000,000 authorized
in 1999, 11,066,591 shares issued in 2000
and 11,064,107 in 1999 ................................ 110,666 110,641
Additional paid in capital .............................. 25,315,753 25,297,284
Retained earnings ....................................... 66,140,713 60,552,961
Common stock in treasury, at cost
127,500 shares in 2000 ................................ (761,875)
------------ -----------
Total stockholders' equity .............................. 90,805,257 85,960,886
------------ -----------
$108,342,865 $98,029,882
============ ===========
See accompanying notes.
14
Consolidated Statements of Income
Years Ended December 31,
---------------------------------
2000 1999 1998
------------ ------------ ------------
Revenues $254,668,213 $232,431,888 $204,869,023
Operating costs and expenses:
Cost of services provided 226,899,572 205,686,044 174,431,075
Selling, general and administrative 19,618,789 18,778,786 17,447,639
Other income:
Interest income 988,900 756,003 1,400,544
------------ ------------ ------------
Income before income taxes 9,138,752 8,723,061 14,390,853
Income taxes 3,551,000 3,187,000 5,522,000
------------ ------------ ------------
Net income $ 5,587,752 $ 5,536,061 $ 8,868,853
============ ============ ============
Basic earnings per common share $ .51 $ .50 $ .79
============ ============ ============
Diluted earnings per common share $ .51 $ .49 $ .77
============ ============ ============
All per share data has been adjusted to reflect the 3-for-2 stock split paid in
the form of a 50% stock dividend on August 27, 1998.
See accompanying notes.
15
Consolidated Statements of Cash Flows
Years Ended December 31,
--------------------------------
2000 1999 1998
---------- ----------- -----------
Cash flows from operating activities:
Net Income $ 5,587,752 $ 5,536,061 $ 8,868,853
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 2,210,157 2,149,735 2,080,823
Bad debt provision 3,250,000 7,250,314 2,339,515
Deferred income taxes (benefits) 200,800 49,500 (820,800)
Tax benefit of stock option
transactions 192 45,427 571,985
Changes in operating assets and liabilities:
Accounts and notes receivable (7,381,614) (10,796,225) (10,845,682)
Prepaid income taxes (284,735) (843,889) 366,712
Inventories and supplies 196,218 (776,745) (463,509)
Long-term notes receivable (1,104,013) (548,392) 629,765
Accounts payable and other
accrued expenses 2,120,662 (1,795,361) (535,055)
Accrued payroll, accrued and
withheld payroll taxes 2,791,977 269,733 1,377,324
Accrued insurance claims 555,973 961,451 (871,915)
Income taxes payable (283,980) 283,980
Prepaid expenses and other assets (392,836) 427,920 337,708
----------- ----------- -----------
Net cash provided by operating
activities 7,750,533 1,645,549 3,319,704
----------- ----------- -----------
Cash flows from investing activities:
Disposals of fixed assets 439,848 1,049,008 400,165
Additions to property and equipment (1,803,877) (2,884,602) (2,816,996)
----------- ----------- -----------
Net cash used in investing activities (1,364,029) (1,835,594) (2,416,831)
----------- ----------- -----------
Cash flows from financing activities:
Purchase of treasury stock (761,875) (183,750) (3,496,000)
Proceeds from the exercise of stock
options 18,302 371,074 2,020,316
----------- ----------- -----------
Net cash provided by (used in)
financing activities (743,573) 187,324 (1,475,684)
----------- ----------- -----------
Net Increase (decrease) in cash and
cash equivalents 5,642,931 (2,721) (572,811)
Cash and cash equivalents at
beginning of the year 17,198,687 17,201,408 17,774,219
----------- ----------- -----------
Cash and cash equivalents at end of
the year $22,841,618 $17,198,687 $17,201,408
=========== =========== ===========
See accompanying notes.
16
Consolidated Statement of Stockholders' Equity
Years Ended December 31, 2000, 1999 and 1998
------------------------------------------------
Additional Total
Common Stock Paid-in Retained Treasury Stockholders'
Shares Amount Capital Earnings Stock Equity
---------- ----------- ------------- ---------- -------- -------------
Balance, December 31, 1997 7,386,863 $73,869 $26,005,004 $46,148,047 $ -- $72,226,920
Three-for-two stock split 3,693,432 36,934 (36,934)
Net income for year 8,868,853 8,868,853
Exercise of stock options 322,912 3,229 2,017,087 2,020,316
Tax benefit arising from
stock transactions 571,985 571,985
Purchase of common stock
for treasury (369,000 shares) (3,496,000) (3,496,000)
Treasury stock retired (369,000) (3,690) (3,492,310) 3,496,000
---------- ---------- ----------- ----------- ---------- -----------
Balance, December 31, 1998 11,034,207 110,342 25,064,832 55,016,900 -- 80,192,074
Net income for year 5,536,061 5,536,061
Exercise of stock options 50,900 509 370,565 371,074
Tax benefit arising from
stock transactions 45,427 45,427
Purchase of common stock
for treasury (21,000 shares) (183,750) (183,750)
Treasury stock retired (21,000) (210) (183,540) 183,750
---------- ---------- ----------- ----------- ---------- -----------
Balance, December 31, 1999 11,064,141 110,641 25,297,284 60,552,961 -- 85,960,886
Net income for year 5,587,752 5,587,752
Exercise of stock options 2,450 25 18,277 18,302
Tax benefit arising from
stock transactions 192 192
Purchase of common
stock for treasury
(127,500 shares) (761,875) (761,875)
---------- ---------- ----------- ----------- ---------- -----------
Balance, December 31, 2000 11,066,591 $110,666 $25,315,753 $66,140,713 (761,875) $90,805,257
========== ========== =========== =========== ========== ===========
See accompanying notes.
17
Notes to Consolidated Financial Statements
Note 1--Summary of Significant Accounting Policies
General
The Company provides housekeeping, laundry, linen, facility maintenance and food
services exclusively to the healthcare industry, primarily to nursing homes,
rehabilitation centers, retirement facilities and hospitals principally located
in the United States.
Principles of Consolidation
The consolidated financial statements include the accounts of Healthcare
Services Group, Inc. and its wholly-owned subsidiaries, HCSG Supply Inc. and
Huntingdon Holdings, Inc. after elimination of intercompany transactions and
balances.
Cash and cash equivalents
Cash and cash equivalents consist of short-term, highly liquid investments with
a maturity of three months or less at time of purchase.
Impaired notes receivable
In the event that a promissory note receivable is impaired, it is accounted for
in accordance with FAS 114 and FAS 118; that is, they are valued at the present
value of expected cash flows or market value of related collateral. The Company
evaluates its notes receivable for impairment quarterly and on an individual
client basis. Notes receivable considered impaired are generally attributable to
clients that are either in bankruptcy, have been turned over to collection
attorneys or those slow payers that are experiencing severe financial
difficulties.
At December 31, 2000, the Company had notes receivable aggregating
approximately $8,000,000 that are impaired. During 2000, the Company increased
its reserve against these notes by $3,400,000 and charged the reserve $4,200,000
for write-offs resulting in a reserve balance at December 31, 2000 of
$1,800,000. During 2000, the average outstanding balance of these notes
receivable was $8,100,000 and no interest income was recognized.
At December 31, 1999, the Company had notes receivable aggregating $8,200,000
that are impaired. During 1999, the Company increased its reserve against these
notes by $2,900,000 and charged the reserve $4,400,000 for write-offs resulting
in a reserve balance at December 31, 1999 of $2,600,000. During 1999, the
average outstanding balance of these notes receivable was $6,800,000 and no
interest income was recognized.
At December 31, 1998, the Company had notes receivable aggregating $5,300,000
that are impaired. During 1998, the Company increased its reserve against these
notes by $3,250,000 and charged the reserve $50,000 for write-offs resulting in
a reserve balance at December 31, 1998 of $4,100,000. During 1998, the average
outstanding balance of these notes receivable was $3,500,000 and no interest
income was recognized.
The Company follows an income recognition policy on notes receivable that
does not recognize interest income until cash payments are received. This policy
was established for conservative reasons, recognizing the environment of the
long-term care industry, and not because such notes are impaired. The difference
between income recognition on a full accrual basis and cash basis, for notes
that are not considered impaired, is not material. For impaired notes, interest
income is recognized on a cost recovery basis only.
Inventories and supplies
Inventories and supplies include housekeeping and laundry supplies, as well as
food service provisions which are valued at the lower of cost or market. Cost is
determined on a first-in, first-out (FIFO) basis. Linen supplies are included in
inventory and are amortized over a 24 month period.
Property and equipment
Property and equipment are stated at cost. Additions, renewals and improvements
are capitalized, while maintenance and repair costs are expended. When assets
are retired or otherwise disposed of, the cost and related accumulated
depreciation are removed from the respective accounts and any resulting gain or
loss is included in income. Depreciation is provided by the straight-line method
over the following estimated useful lives: laundry and linen equipment
installations -- 3 to 7 years; housekeeping equipment and office equipment -- 3
to 7 years; autos and trucks -- 3 Years.
18
Revenue recognition
Revenues from service agreements are recognized as services are performed. The
Company (as a distributor of laundry equipment since 1981) occasionally makes
sales of laundry installations to certain clients. The sales in most cases
represent the construction and installation of a turn-key operation and are for
payment terms ranging from 36 to 60 months. The Company's accounting policy for
these sales is to recognize the gross profit over the life of the original
payment terms associated with the financing of the transactions by the Company.
During 2000, 1999 and 1998, laundry installation sales were not material.
Income taxes
Deferred income taxes result from temporary differences between tax and
financial statement recognition of revenue and expense. These temporary
differences arise primarily from differing methods used for financial and tax
purposes to calculate insurance expense, certain receivable reserves, other
provisions which are not currently deductible for tax purposes, and revenue
recognized on laundry installation sales.
Income taxes paid were approximately $3,345,000, $4,169,000 and $5,120,000
during 2000, 1999 and 1998, respectively.
Earnings per common share
Basic earnings per common share is computed by dividing income available to
common shareholders by the weighted-average common shares outstanding for the
period. Diluted earnings per common share reflects the weighted-average common
shares outstanding and dilutive potential common shares, such as stock options.
Earnings per common share has been adjusted to reflect the 1998 3-for-2 stock
split described in Note 3.
Costs in excess of fair value of net assets
Costs in excess of the fair value of net assets of businesses acquired are
amortized on a straight-line basis over periods not exceeding forty years. All
of the carrying value at December 31, 2000 resulted from a 1985 acquisition
which is being amortized over a thirty-one year period. Amortization charged to
earnings was $107,624 per year for the years 2000, 1999 and 1998, respectively.
On an ongoing basis, management reviews the valuation and amortization of
costs in excess of fair value of net assets acquired. As part of this review,
the Company estimates the value and future benefits of the expected cash flows
generated by the related service agreements to determine that no impairment has
occurred.
Other noncurrent assets
Other noncurrent assets consist of:
2000 1999
----------- -----------
Long-term notes receivable $11,400,615 $10,296,602
Deferred compensation funding 349,384 --
Other 226,906 498,502
----------- -----------
$11,976,905 $10,795,104
=========== ===========
Long-term notes receivable primarily represent trade receivables that were
converted to notes to enhance collection efforts.
Reclassification
Certain reclassifications to prior periods reported amounts have been made in
the financial statements to conform to 2000 presentation.
19
Concentrations of Credit Risk
Statement of Financial Accounting Standards No. 105 (SFAS No. 105) requires the
disclosure of significant concentrations of credit risk, regardless of the
degree of such risk. Financial instruments, as defined by SFAS No. 105, which
potentially subject the Company to concentrations of credit risk, consist
principally of cash and cash equivalents and accounts and notes receivable. At
December 31, 2000 and 1999, substantially all of the Company's cash and cash
equivalents were invested with one financial institution. The Company's clients
are concentrated in the health care industry, primarily providers of long-term
care. Legislation enacted in August 1997 changed Medicare policy in a number of
ways, most notably the phasing in, effective July 1, 1998, of a Medicare
Prospective Payment System ("PPS") for skilled nursing facilities which
significantly changed the manner and the amounts of reimbursement they receive.
The Company's clients have been adversely effected by PPS, as well as other
trends in the long-term care industry resulting in certain of the Company's
clients filing voluntary bankruptcy petitions. Others may follow. These factors,
in addition to delays in payments from clients has resulted in and could result
in additional bad debts in the near future. The clients are comprised of many
companies with a wide geographical dispersion within the United States. At
December 31, 2000, no single client or nursing home chain accounted for more
than 10% of total revenue.
Fair Value of Financial Instruments
The carrying value of cash and cash equivalents are assumed to be at fair value
because of the liquidity of the instruments. Accounts and notes receivable and
accounts payable are assumed to be at fair value because of the short term
maturity of the portfolio.
Use of Estimates in Financial Statements
In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Note 2--Lease Commitments
The Company leases office facilities, equipment and autos under operating leases
expiring on various dates through 2006 and certain office leases contain renewal
options (see Note 5). The following is a schedule, by calendar years, of future
minimum lease payments under operating leases having remaining terms in excess
of one year as of December 31, 2000:
Operating
Year Leases
- ---- ------------
2001 ........................................... $ 777,274
2002 ........................................... 543,485
2003 ........................................... 488,290
2004 ........................................... 352,312
2005 and thereafter ............................ 254,839
----------
Total minimum lease payments ................... $2,416,199
==========
Total expense for all operating leases was $832,211, $635,951 and $861,245 for
the years ended December 31, 2000, 1999 and 1998, respectively.
Note 3--Stockholders' Equity
On August 5, 1998, the Board of Directors declared a three-for-two stock split
of the Company's Common Stock effected in the form of a 50% stock dividend
payable on August 27, 1998 to Common Stock stockholders of record on August 17,
1998. An amount equal to the par value of the shares of Common Stock issued was
transferred from additional paid in capital to common stock in the December 31,
1998 balance sheet. All stock options, share and per share disclosures have been
adjusted to reflect the 3-for-2 stock split.
20
As of December 31, 2000, 1,331,504 shares of common stock were reserved under
the incentive stock option plans, including 236,766 shares which were available
for future grant. The Stock Option Committee is responsible for determining the
individuals who will be granted options, the number of options each individual
will receive, the option price per share, and the exercise period of each
option. The incentive stock option price will not be less than the fair market
value of the common stock on the date the option is granted. No option will have
a term in excess of ten years and are exercisable commencing six months from the
option date. As to any stockholder who owns 10% or more of the common stock, the
option price per share will be no less than 110% of the fair market value of the
common stock on the date the options are granted and such options shall not have
a term in excess of five years.
As of December 31, 2000, options outstanding, under the Incentive Stock
Option Plans, for 880,759 shares were exercisable at prices ranging from $5.67
to $9.90, and the weighted average remaining contractual life was 6.0 years. The
weighted average fair value of incentive options granted during 2000, 1999 and
1998 was $2.15, $3.02 and $3.74, respectively.
A summary of incentive stock option activity is as follows:
Incentive Stock Options
-----------------------------------------------------------------------------
2000 1999 1998
------------------------ ----------------------- -----------------------
Average Number Average Number Average Number
Price of Shares Price of Shares Price of Shares
------- --------- ------------ --------- ---------- ---------
Beginning of period $7.43 959,418 $7.63 795,355 $7.11 914,076
Granted 5.11 213,979 6.86 325,350 8.43 169,169
Cancelled 6.40 (76,209) 7.25 (117,887) 5.70 (17,326)
Exercised 7.47 (2,450) 7.24 (43,400) 6.48 (270,564)
----- --------- ----- -------- ----- --------
End of period $7.05 1,094,738 $7.43 959,418 $7.63 795,355
===== ========= ===== ======== ===== ========
Exercisable at end of period $7.52 880,759 $7.72 634,086 $7.42 626,186
===== ========= ===== ======== ===== ========
The Company has granted non-qualified stock options primarily to
officer-employees and directors under either the Company's 1995 Incentive and
Non-Qualified Stock Option Plan for key employees and the Company's 1996
Non-Employee Director's Stock Option Plan. Amendments to the 1995 Plan, as well
as the 1996 Plan were adopted on March 6, 1996 and approved by shareholders on
June 4, 1996. Pursuant to the terms of the 1996 Non-Employee Director's Stock
Option Plan, each eligible non-employee director receives an automatic grant
based on a prescribed formula on the fixed annual grant date. The non-qualified
options were granted at option prices which were not less than the fair market
value of the common stock on the date the options were granted. The options are
exercisable over a five to ten year period, commencing six months from the
option date.
As of December 31, 2000, non-qualified options outstanding, under the above
mentioned plans, for 363,477 shares were exercisable at prices ranging from
$5.67 to $9.21, and the weighted average remaining contractual life was 4.1
years. The weighted average fair value of non-qualified options granted during
2000, 1999 and 1998 was $3.04, $4.03 and $5.53, respectively.
21
A summary of non-qualified stock option activity is as follows:
Non Qualified Stock Options
-----------------------------------------------------------------------
2000 1999 1998
---------------------- -------------------- --------------------
Average Number Average Number Average Number
Price of Shares Price of Shares Price of Shares
------- ---------- ------- --------- ------- ---------
Beginning of period $7.00 428,331 $7.13 478,696 $6.84 495,525
Granted 5.16 37,246 6.75 24,950 8.60 52,156
Cancelled $6.04 (64,854) 7.78 (67,815) -- --
Exercised -- -- 7.58 (7,500) 6.19 (68,985)
----- ------- ----- ------- ----- -------
End of period $6.98 400,723 $7.00 428,331 $7.13 478,696
===== ======= ===== ======= ===== =======
Exercisable at end of period $7.17 363,477 $7.01 403,381 $6.95 426,540
===== ======= ===== ======= ===== =======
The Company applies APB Opinion 25 in measuring stock compensation. Accordingly,
no compensation cost has been recorded for options granted to employees or
directors in the years ended December 31, 2000, 1999 and 1998. The fair value of
each option granted has been estimated on the grant date using the Black-Scholes
Option Valuation Model. The following assumptions were made in estimating fair
value:
2000 1999 1998
--------------- --------------- ---------------
Risk-Free Interest-Rate 5.37% and 5.49% 6.44% and 6.68% 4.53% and 4.94%
Expected Life 5 and 10 years 5 and 10 years 5 and 10 years
Expected Volatility 39.0% and 38.7% 34.0% and 36.0% 42.0% and 49.3%
Had compensation cost been determined under FASB Statement No. 123, net income
and earnings per share would have been reduced as follows:
(in thousands except per share data)
Year Ended December 31,
------------------------------------
2000 1999 1998
------ ------ ------
Net Income
As reported $5,588 $5,536 $8,869
Pro forma $4,558 $4,763 $8,682
Basic Earnings Per Common Share
As reported $ .51 $ .50 $ .79
Pro forma $ .42 $ .43 $ .78
Diluted Earnings Per Common Share
As reported $ .51 $ .49 $ .77
Pro forma $ .41 $ .42 $ .75
22
Note 4--Income Taxes
The provision for income taxes consists of:
Year Ended December 31,
-----------------------------------
2000 1999 1998
---------- ---------- ----------
Current:
Federal $2,507,800 $2,449,700 $4,789,900
State 842,400 687,800 1,552,900
---------- ---------- ----------
3,350,200 3,137,500 6,342,800
---------- ---------- ----------
Deferred:
Federal 155,400 500 (631,700)
State 45,400 49,000 (189,100)
---------- ---------- ----------
200,800 49,500 (820,800)
---------- ---------- ----------
Tax Provision $3,551,000 $3,187,000 $5,522,000
========== ========== ==========
Under FAS 109, deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amount used for income tax purposes. Significant
components of the Company's federal and state deferred tax assets and
liabilities are as follows:
Year Ended December 31,
-----------------------
2000 1999
---------- ----------
Net current deferred tax assets:
Allowance for doubtful accounts ................... $1,960,686 $2,903,922
Accrued insurance claims - current ................ 361,773 315,188
Expensing of housekeeping supplies ................ (1,496,333) (1,449,280)
Other ............................................. 12,977 7,706
---------- ----------
$ 839,103 $1,777,536
========== ==========
Net noncurrent deferred tax assets:
Deferred profit on laundry installation sales ..... $ 27,273 $ 76,803
Non-deductible reserves ........................... 426,306 95,600
Depreciation of property and equipment ............ (646,639) (742,268)
Accrued insurance claims- noncurrent .............. 1,360,955 1,185,707
Deferred compensation ............................. 180,475 --
Other ............................................. 17,816 12,711
---------- ----------
$1,366,186 $ 628,553
========== ==========
23
A reconciliation of the provision for income taxes and the amount computed by
applying the statutory federal income tax rate (34%) to income before income
taxes is as follows:
Year Ended December 31,
-----------------------------------
2000 1999 1998
---------- ---------- ----------
Tax expense computed at
statutory rate $3,107,200 $2,965,800 $4,892,900
Increases (decreases) resulting
from:
State income taxes, net of
federal tax benefit 586,000 486,300 900,100
Settlement of prior years'
income tax examination -- (328,100) --
Tax exempt interest (97,500) (91,900) (400)
Amortization of costs in
excess of fair value of
net assets acquired 36,600 36,600 36,600
Other, net (81,300) 118,300 (307,200)
---------- ---------- ----------
$3,551,000 $3,187,000 $5,522,000
========== ========== ==========
In June, 1999, the Internal Revenue Service concluded its examination of the tax
years ended December 31, 1997 and 1996. As a result, previously established
reserves are no longer required. The effective rate for 1999 was reduced to
reflect the reversal of these reserves.
Note 5--Related Party Transactions
The Company, through September, 1999, leased its corporate offices from a
partnership in which the chief executive officer of the Company is a general
partner. The rental payments made during the years ended December 31, 1999 and
1998 were $66,463 and $88,617, respectively.
A director of the Company has an ownership interest in several client
facilities which have entered into service agreements with the Company. During
the years ended December 31, 2000, 1999 and 1998 the agreements with the client
facilities which the director has an ownership interest resulted in Company
revenues of approximately $3,265,000, $3,033,000 and $2,931,000, respectively.
Note 6--Segment Information
The Company provides housekeeping, laundry, linen, facility maintenance and food
services to the healthcare industry. The Company considers its business to
consist of one reportable operating segment, based on the service business
categories, provided to a client facility, sharing similar economic
characteristics in the nature of the service provided, method of delivering
service and client base. Although the Company does provide services in Canada,
essentially all of its revenue and net income, approximately 99%, are earned in
one geographic area, the United States.
The Company earned revenue in the following service business categories:
Year Ended December 31,
------------------------------------------
2000 1999 1998
------------ ------------ ------------
Housekeeping services $161,840,927 $150,343,572 $134,727,421
Laundry & linen services 68,285,181 67,013,585 53,065,926
Food services 21,602,962 12,113,838 13,373,320
Maintenance services &
other 2,939,143 2,960,893 3,702,356
------------ ------------ ------------
$254,668,213 $232,431,888 $204,869,023
============ ============ ============
24
Note 7--Earnings Per Common Share
A reconciliation of the numerator and denominators of basic and diluted earnings
per common share is as follows:
Year Ended December 31, 2000
-------------------------------------------------
Income Shares Per-share
(Numerator) (Denominator) Amount
----------- ------------- ----------
Net Income $5,587,752
==========
Basic earnings per
common share $5,587,752 10,963,937 $ .51
Effect of dilutive
securities:
Options 19,028
---------- ---------- ----------
Diluted earnings per
common share $5,587,752 10,982,965 $ .51
========== ========== ==========
Year Ended December 31, 1999
-------------------------------------------------
Income Shares Per-share
(Numerator) (Denominator) Amount
----------- ------------- ----------
Net Income $5,536,061
==========
Basic earnings per
common share $5,536,061 11,052,728 $ .50
Effect of dilutive
securities:
Options 232,864
---------- ---------- ----------
Diluted earnings per
common share $5,536,061 11,285,592 $ .49
========== ========== ==========
Year Ended December 31, 1998
-------------------------------------------------
Income Shares Per-share
(Numerator) (Denominator) Amount
----------- ------------- ----------
Net Income $8,868,853
==========
Basic earnings per
common share $8,868,853 11,187,615 $ .79
Effect of dilutive
securities:
Options 324,582
---------- ---------- ----------
Diluted earnings per
common share $8,868,853 11,512,197 $ .77
========== ========== ==========
Options to purchase 1,176,288, 151,284 and 27,215 shares of common stock at
an average exercise price of $7.57, $9.38 and $9.78 for the years ended December
31, 2000, 1999 and 1998, respectively were outstanding during such years but not
included in the computation of diluted earnings per share because the options'
exercise prices were greater than the average market value of the common shares.
25
Note 8-- Contingencies
The Company has an $18,000,000 bank line of credit under which it may draw to
meet short-term liquidity requirements or for other purposes, that expires on
September 30, 2001. Amounts drawn under the line are payable upon demand. At
both December 31, 2000 and 1999, there were no borrowings under the line.
However, at such dates, the Company had outstanding approximately $13,000,000 of
irrevocable standby letters of credit, which relates to payment obligations
under the Company's insurance program. As a result of letters of credit issued,
the amount available under the line was reduced by approximately $13,000,000 at
both December 31, 2000 and 1999.
The Company is also involved in miscellaneous claims and litigation arising
in the ordinary course of business. The Company believes that these matters,
taken individually or in the aggregate, would not have a material adverse impact
on the Company's financial position or results of operations.
Legislation enacted in August 1997 changed Medicare policy in a number of
ways, most notably the phasing in, effective July 1, 1998, of a Medicare
Prospective Payment System ("PPS") for skilled nursing facilities which
significantly changed the manner and the amounts of reimbursement they receive.
The Company's clients have been adversely affected by PPS, as well as other
trends in the long-term care industry resulting in certain of the Company's
clients filing bankruptcy. Others may follow. These factors, in addition to
delays in payments from clients has resulted in and could result in additional
bad debts in the near future.
Note 9--Accrued Insurance Claims
For years 1998 through 2000, the Company has a Paid Loss Retrospective Insurance
Plan for general liability and workers' compensation insurance. Under these
plans, pre-determined loss limits are arranged with an insurance company to
limit both the Company's per occurrence cash outlay and annual insurance plan
cost.
For worker's compensation, the Company records a reserve based on the present
value of future payments, including an estimate of claims incurred but not
reported, that are developed as a result of a review of the Company's historical
data and actuarial analysis done by an independent company. The accrued
insurance claims were reduced by approximately $2,975,000, $2,763,000 and
$2,200,000 at December 31, 2000, 1999 and 1998, respectively in order to record
the estimated present value at the end of each year using an 8% interest factor.
For general liability insurance, the Company records a reserve for the estimated
ultimate amounts to be paid for known claims.
Note 10--Employee Benefit Plans
Employee Stock Purchase Plan
Effective January 1, 2000, the Company initiated a non-compensatory Employee
Stock Purchase Plan ("the ESPP") for all eligible employees. All full-time and
certain part-time employees who have completed two years of continuous service
with the Company are eligible to participate. The implementation of the ESPP is
by four annual offerings with the first annual Offering Commencing on January 1,
2000. The remaining three annual offerings likewise commence on the respective
year's first calendar day. Under the ESPP, the Company is authorized to issue up
to 800,000 shares of its common stock to its employees. Furthermore, under the
terms of the ESPP, eligible employees can choose each year to have up to $25,000
of their annual earnings withheld to purchase the Company's Common Stock. The
purchase price of the stock is 85% of the lower of its beginning or end of the
plan year market price. As a result of the 2000 annual offering, a total of
38,753 shares of the company's common stock were purchased at $5.42 per common
share under the ESPP. Such shares were issued on January 6, 2001.
Retirement Savings Plan
On October 1, 1999, the Company established a retirement savings plan for
non-highly compensated employees ("the RSP") under Section 401(k) of the
Internal Revenue Code. The RSP allows eligible employees to contribute up to
fifteen percent (15%) of their compensation on a pre-tax basis. There is no
match by the Company.
26
Deferred Compensation Plan
Effective January 1, 2000, the Company initiated a Supplemental Executive
Retirement Plan ("the SERP") for certain key executives and employees. The SERP
is not qualified under section 401 of the Internal Revenue Code. Under the SERP,
participants may defer up to fifteen percent (15%) of their income on a pre-tax
basis. As of the last day of each plan year, each participant will receive a
twenty-five percent (25%) match of their deferral in the Company's common stock
based on the then current market value. SERP participants fully vest in the
Company's match three years from the last day of the initial year of
participation. The income deferred and the Company match are unsecured and
subject to the claims of general creditors of the Company. The amount expensed
under the SERP during the year ended December 31, 2000 was approximately
$34,000, which was funded through the reissuance to the SERP's trustee of 15,822
common shares of the Company's treasury stock. The SERP's trust account had a
balance of approximately $349,000 at December 31, 2000. The Account's
investments are recorded at their fair value which is based on quoted market
prices. Accordingly, the Company recorded unrealized losses of approximately
$54,000 on such investments during 2000. The trust account is included in other
noncurrent assets in the accompanying balance sheets.
27
Note 11--1999 Fourth Quarter Adjustments - Unaudited
During the fourth quarter of 1999, the Company increased its allowance for
doubtful accounts by approximately $5,000,000 as a result of financial
difficulties incurred by its client base arising from changes in Medicare
payments enacted under the "Prospective Pay System", and other industry trends,
including recent bankruptcy petitions filed by some national clients. The
Company assesses the adequacy of its allowance on a quarterly basis by analyzing
its receivables on a client-by-client basis, with particular emphasis on those
in bankruptcy, slow payers experiencing financial difficulty and terminated
accounts.
During the fourth quarter of 1999, the Company increased its accrued workers'
compensation insurance claims liability by approximately $1,200,000 as a result
of an approximately 30% increase in the number of claims incurred during the
quarter, as compared to previous 1999 quarters, as well as an approximately 20%
increase in the amount paid per claim incurred.
Note 12--Selected Quarterly Financial Data (Unaudited)
(in thousands except for per share data)
Three Months Ended
----------------------------------------------
March 31 June 30 July 31 December 31
-------- ------- -------- -----------
2000
Revenues $60,127 $63,850 $65,211 $65,480
Operating costs and expenses $57,880 $61,219 $62,513 $64,906
Income before income taxes $ 2,461 $ 2,854 $ 2,963 $ 861
Net income $ 1,501 $ 1,754 $ 1,808 $ 525
Basic earnings per common share $ .14 $ .16 $ .17 $ .05
Diluted earnings per common share $ .14 $ .16 $ .17 $ .05
1999
Revenues $55,622 $56,883 $59,620 $60,307
Operating costs and expenses $51,704 $53,337 $55,891 $63,533
Income (loss) before income taxes $ 4,116 $ 3,756 $ 3,905 ($ 3,054)
Net income (loss) $ 2,429 $ 2,437 $ 2,436 $(1,766)
Basic earnings (loss)
per common share $ .22 $ .22 $ .22 $ (.16)
Diluted earnings (loss)
per common share $ .21 $ .22 $ .22 $ (.16)
28
Report Of Independent Certified Public Accountants
The Stockholders and Board of Directors
Healthcare Services Group, Inc.
We have audited the accompanying consolidated balance sheets of Healthcare
Services Group, Inc. as of December 31, 2000 and 1999, and the related
consolidated statements of income, cash flows and stockholders' equity for each
of the three years in the period ended December 31, 2000. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated 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 consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Healthcare Services Group, Inc. at December 31, 2000 and 1999 and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.
/s/ Grant Thornton LLP
- ------------------------
New York, New York
February 14, 2001
29
Market Makers
As of the end of 2000, the following firms were making a market in the shares of
Healthcare Services Group, Inc.:
Salomon Smith Barney Inc.
Spears, Leeds & Kellogg
Knight Securities L.P.
C.L. King & Associates
Herzog, Heine, Geduld, Inc.
Wedbush Morgan Securities, Inc.
Robetti & Co., Inc.
About Your Shares
Healthcare Services Group, Inc.'s common stock is traded on the NASDAQ National
Market System of the over-the-counter market. On December 31, 2000 there were
10,939,091 of the Company's common shares issued and outstanding. As of March 8,
2001 there were approximately 494 holders of record of the common stock,
including holders whose stock was held in nominee name by brokers or other
nominees. It is estimated that there are approximately 2,600 beneficial holders.
Price quotations during the two years ended December 31, 2000, ranged as
follows:
2000 High 2000 Low
--------- --------
1st Qtr. ......... 9.688 5.000
2nd Qtr. ......... 5.438 3.719
3rd Qtr. ......... 5.500 4.531
4th Qtr. ......... 6.375 4.750
1999 High 1999 Low
--------- --------
1st Qtr. ......... 11.500 9.125
2nd Qtr. ......... 10.625 8.750
3rd Qtr. ......... 9.875 7.875
4th Qtr. ......... 8.500 6.625
30
Transfer Agent Independent Certified Public Accountants
American Stock Transfer & Trust Co. Grant Thornton LLP
99 Wall St. The Chrysler Center
New York, NY 10005 666 Third Avenue
New York, NY 10017
Corporate Counsel Corporate Offices
Olshan Grundman Frome Healthcare Services Group, Inc.
Rosenzweig LLP 3220 Tillman Drive, Suite 300
505 Park Ave. Bensalem, PA 19020
New York, NY 10022 215-639-4274
Stock Listing Annual Stockholders' Meeting
Listed on the NASDAQ Date - May 22, 2001
National Market System Symbol - "HCSG" Time - 10:00 A.M.
Place - The Radisson Hotel of Bucks County
2400 Old Lincoln Highway
Trevose, PA 19047
Officers and Corporate Management
Daniel P. McCartney John D. Kelly
Chief Executive Officer Western Divisional Vice President
Thomas A. Cook Nicholas R. Marino
President & Chief Operating Officer Human Resources Director
Curt Barringer Michael E. McBryan
Southeast Divisional Vice President Mid-Atlantic Divisional Vice President
Thomas B. Carpenter Bryan D. McCartney
General Counsel Mid-Atlantic Divisional Vice President
James L. DiStefano Joseph F. McCartney
Chief Financial Officer and Treasurer Northeastern Divisional Vice President
Michael Hammond James P. O'Toole
Western Regional Vice President Mid-Atlantic Regional Vice President
Michael Harder Brian M. Waters
Vice President - Credit Administration Vice President - Operations
Richard W. Hudson
Vice President - Finance and Secretary
Directors
Daniel P. McCartney Robert L. Frome, Esq.
Chairman & Chief Executive Officer Senior Partner - Olshan Grundman Frome Rosenzweig LLP
Thomas A. Cook Robert J. Moss, Esq.
President & Chief Operating Officer President - Moss Associates
Joseph F. McCartney John M. Briggs, CPA
Northeastern Divisional Vice President Partner - Briggs, Bunting & Dougherty LLP
Barton D. Weisman
President & CEO-H.B.A. Corp.
W. Thacher Longstreth
Philadelphia City Council Member
Availability of Form 10-K
A copy of Healthcare Services Group, Inc.'s 2000 Annual Report on Form 10-K, as
filed with the Securities and Exchange Commission, will be provided without
charge to each shareholder making a written request to the Investor Relations
Department of the Company at its Corporate Offices.
31
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
Not Applicable
PART III
Item 10. Directors and Executive Officers of the Registrant
The information regarding Directors and executive officers is
incorporated herein by reference to the Company's definitive proxy statement to
be mailed to its shareholders in connection with its 2001 Annual Shareholders'
Meeting and to be filed within 120 days of the close of the year ended December
31, 2000.
Directors holding approximately 10.4% of the outstanding voting stock
of the Registrant have been deemed to be "affiliates" solely for the purpose of
calculating the aggregate market value of the voting stock held by
non-affiliates set forth on the cover page of this Report.
Item 11. Executive Compensation
The information regarding executive compensation is incorporated herein
by reference to the Company's definitive proxy statement to be mailed to
shareholders in connection with its 2001 Annual Shareholders Meeting and to be
filed within 120 days of the close of the fiscal year ended December 31, 2000.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information regarding security ownership of certain beneficial
owners and management is incorporated herein by reference to the Company's
definitive proxy statement to be mailed to shareholders in connection with its
2001 Annual Meeting and to be filed within 120 days of the close of the fiscal
year ending December 31, 2000.
Directors holding approximately 12% of the outstanding voting stock of
the registrant have been deemed to be "affiliates" solely for the purpose of
computing the aggregate market value of the voting stock held by non-affiliates
set forth on the cover page of this Repot.
32
Item 13. Certain Relationships and Related Transactions
The information regarding certain relationship and related transactions
is incorporated herein by reference to the Company's definitive proxy statement
mailed to shareholders in connection with its 2001 Annual Shareholders Meeting
and to be filed within 120 days of the close of the fiscal year ended December
31, 2000.
PART IV
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K
(a) 1. Financial Statements
The documents shown below are contained in the Company's
Annual Report to Shareholders for 2000 and are incorporated herein by
reference, copies of which accompany this report.
Report of Independent Certified Public Accountants.
Balance Sheets as of December 31, 2000 and 1999.
Statements of Income for the three years ended December 31, 2000, 1999
and 1998.
Statements of Cash Flows for the three years ended December 31, 2000,
1999 and 1998.
Statement of Stockholders' Equity for the three years ended
December 31, 2000, 1999 and 1998.
Notes to Financial Statements.
2. Financial Statement Schedules
Included in Part IV of this report:
Report of Independent Certified Public Accountants.
Schedule II - Valuation and Qualifying Accounts for the three years
ended December 31, 2000, 1999 and 1998.
All other schedules are omitted since they are not required, not
applicable or the information has been included in the Financial Statements or
notes thereto.
3. Exhibits
The following Exhibits are filed as part of this Report
(references are to Reg. S-K Exhibit Numbers):
Exhibit
Number Title
- ------ -----
3.1 Articles of Incorporation of the Registrant, as amended,
are incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-2 (File No.
33-35798).
33
3.2 Amendment to Articles of Incorporation of the Registrant
as of May 30, 2000, is attached.
3.3 Amended By-Laws of the Registrant as of July 18, 1990, are
incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-2 (File No. 33-35798).
4.1 Specimen Certificate of the Common Stock, $.01 par value,
of the Registrant is incorporated by reference to Exhibit
4.1 of Registrant's Registration Statement on Form S-18
(Commission File No. 2-87625-W).
4.2 Employee Stock Purchase Plan of the Registrant is
incorporated by reference to Exhibit 4(a) of Registrant's
Registration Statement on Form S-8 (Commission File No.
333-92835)
4.3 Deferred Compensation Plan is incorporated by reference to
Exhibit 4(b) of Registrant's Registration Statement on
Form S-8 (Commission File No. 333-92835)
10.1 1995 Incentive and Non-Qualified Stock Option Plan, as
amended (incorporated by reference to Exhibit 4(d) of the
Form S-8 filed by the Registrant, Commission File No.
33-58765).
10.2 Amendment to the 1995 Employee Stock Option Plan is
incorporated by reference To Exhibit 4(a) of Registrant's
Registration Statement on Form S-8 (Commission File No.
333-46656)
10.3 1996 Non-Employee Directors' Stock Option Plan, Amended
and Restated as of October 28, 1997 (incorporated by
reference to Exhibit 10.6 of Form 10-Q Report filed by
Registrant on November 14, 1997)
10.4 1995 Non-Qualified Stock Option Plan for Directors
(incorporated by reference to the Company's Definitive
Proxy Statement dated April 21, 1995.)
10.5 Form of Non-Qualified Stock Option Agreement granted to
certain Directors is incorporated by reference to Exhibit
10.9 of Registrant's Registration Statement on Form S-1
(Commission File No. 2-98089).
23. Consent of Independent Certified Public Accountants
(b) Reports on Form 8-K
None
34
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 19, 2001 HEALTHCARE SERVICES GROUP, INC.
(Registrant)
By: /s/ Daniel P. McCartney
-----------------------
Daniel P. McCartney
Chief Executive Officer and Chairman of the Board
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons and in the
capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/s/ Daniel P. McCartney Chief Executive Officer and March 19, 2001
- ----------------------- Chairman
Daniel P. McCartney
/s/ Joseph F. McCartney Director and Vice President March 19, 2001
- -----------------------
Joseph F. McCartney
/s/ W.Thacher Longstreth Director March 19, 2001
- ------------------------
W. Thacher Longstreth
/s/ Barton D. Weisman Director March 19, 2001
- ------------------------
Barton D. Weisman
/s/ Robert L. Frome Director March 19, 2001
- ------------------------
Robert L. Frome
/s/ Thomas A. Cook Director, President and March 19, 2001
- ------------------------ Chief Operating Officer
Thomas A. Cook
/s/ John M. Briggs Director March 19, 2001
- ------------------------
John M. Briggs
/s/ Robert J. Moss Director March 19, 2001
- ------------------------
Robert J. Moss
/s/ James L. DiStefano Chief Financial Officer and March 19, 2001
- ------------------------ Treasurer
James L. DiStefano
/s/ Richard W. Hudson Vice President-Finance, March 19, 2001
- ------------------------ Secretary and Chief
Richard W. Hudson Accounting Officer
35