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HEALTHCARE SERVICES GROUP INC - Quarter Report: 2012 June (Form 10-Q)

Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

FORM 10-Q

 

 

(MARK ONE)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

 

¨ TRANSISTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to         

Commission File Number 0-12015

 

 

HEALTHCARE SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   23-2018365

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification number)

3220 Tillman Drive-Suite 300, Bensalem, Pennsylvania   19020
(Address of principal executive office)   (Zip code)

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

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x     NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨     NO  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock, $.01 Par Value: 67,252,000 shares outstanding as of July 25, 2012.

 

 

 


Table of Contents

INDEX

 

     PAGE NO.  

PART I. FINANCIAL INFORMATION

  

Item 1. Financial Statements (Unaudited)

  

Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011

     2   

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June  30, 2012 and 2011

     3   

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011

     4   

Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2012

     5   

Notes To Consolidated Financial Statements

     6   

Item 2. Management’s Discussion and Analysis of Financial Condition and Results Of Operations

     18   

Item 3. Quantitative and Qualitative Disclosure About Market Risk

     32   

Item 4. Controls and Procedures

     32   

Part II. OTHER INFORMATION

     33   

Item 1. Legal Proceedings

     33   

Item 1A. Risk Factors

     33   

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     33   

Item 3. Defaults Upon Senior Securities

     33   

Item 4. Mine Safety Disclosures

     33   

Item 5. Other Information

     33   

Item 6. Exhibits

     33   

Signatures

     34   

Exhibits 10.1

Exhibits 31.1

Exhibits 31.2

Exhibits 32.1

Exhibits 32.2

EX-101 XBRL Instance Document

EX-101 XBRL Taxonomy Extension Schema Document

EX-101 XBRL Taxonomy Calculation Linkbase Document

EX-101 XBRL Taxonomy Extension Definition Linkbase Document

EX-101 XBRL Taxonomy Labels Linkbase Document

EX-101 XBRL Taxonomy Presentation Linkbase Document

 

-1-


Table of Contents

Consolidated Balance Sheets

 

     (Unaudited)        
     June 30, 2012     December 31, 2011  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 55,599,000      $ 38,639,000   

Marketable securities, at fair value

     21,398,000        31,337,000   

Accounts and notes receivable, less allowance for doubtful accounts of $5,041,000 in 2012 and $4,506,000 in 2011

     135,795,000        130,744,000   

Inventories and supplies

     27,050,000        25,144,000   

Prepaid income taxes

     —          405,000   

Prepaid expenses and other

     10,482,000        5,852,000   
  

 

 

   

 

 

 

Total current assets

     250,324,000        232,121,000   

Property and equipment:

    

Laundry and linen equipment installations

     2,237,000        2,100,000   

Housekeeping equipment and office furniture

     25,428,000        24,277,000   

Autos and trucks

     324,000        299,000   
  

 

 

   

 

 

 
     27,989,000        26,676,000   

Less accumulated depreciation

     17,857,000        16,913,000   
  

 

 

   

 

 

 
     10,132,000        9,763,000   

GOODWILL

     16,955,000        16,955,000   

OTHER INTANGIBLE ASSETS, less accumulated amortization of $8,993,000 in 2012 and $7,909,000 in 2011

     6,288,000        7,372,000   

NOTES RECEIVABLE — long term portion, net

     2,973,000        1,483,000   

DEFERRED COMPENSATION FUNDING, at fair value

     15,795,000        13,780,000   

DEFERRED INCOME TAXES — long term portion

     9,919,000        8,181,000   

OTHER NONCURRENT ASSETS

     38,000        40,000   
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 312,424,000      $ 289,695,000   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 20,860,000      $ 10,650,000   

Accrued payroll, accrued and withheld payroll taxes

     26,390,000        26,833,000   

Other accrued expenses

     2,128,000        1,657,000   

Income taxes payable

     3,335,000        —     

Deferred income taxes

     384,000        951,000   

Accrued insurance claims

     6,341,000        5,296,000   
  

 

 

   

 

 

 

Total current liabilities

     59,438,000        45,387,000   

ACCRUED INSURANCE CLAIMS — long term portion

     14,797,000        12,358,000   

DEFERRED COMPENSATION LIABILITY

     16,132,000        14,224,000   

COMMITMENTS AND CONTINGENCIES

    

STOCKHOLDERS’ EQUITY:

    

Common stock, $.01 par value; 100,000,000 shares authorized; 69,817,000 shares issued in 2012 and 69,473,000 shares in 2011

     698,000        695,000   

Additional paid-in capital

     111,795,000        105,727,000   

Retained earnings

     125,017,000        126,921,000   

Accumulated other comprehensive income, net of taxes

     153,000        343,000   

Common stock in treasury, at cost, 2,624,000 shares in 2012 and 2,684,000 shares in 2011

     (15,606,000     (15,960,000
  

 

 

   

 

 

 

Total stockholders’ equity

     222,057,000        217,726,000   
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 312,424,000      $ 289,695,000   
  

 

 

   

 

 

 

See accompanying notes

 

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Table of Contents

Consolidated Statements of Comprehensive Income

(Unaudited)

 

     For the Three Months Ended June 30,      For the Six Months Ended June 30,  
     2012     2011      2012     2011  

Revenues

   $ 267,108,000      $ 211,507,000       $ 527,715,000      $ 419,897,000   

Operating costs and expenses:

         

Costs of services provided

     230,206,000        181,742,000         457,701,000        361,727,000   

Selling, general and administrative

     18,524,000        15,511,000         39,506,000        32,291,000   

Other income (loss):

         

Investment and interest

     (95,000     463,000         1,558,000        1,177,000   
  

 

 

   

 

 

    

 

 

   

 

 

 

Income before income taxes

     18,283,000        14,717,000         32,066,000        27,056,000   

Income taxes

     6,963,000        4,889,000         12,167,000        9,461,000   
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income

   $ 11,320,000      $ 9,828,000       $ 19,899,000      $ 17,595,000   
  

 

 

   

 

 

    

 

 

   

 

 

 

Basic earnings per common share

   $ 0.17      $ 0.15       $ 0.30      $ 0.26   
  

 

 

   

 

 

    

 

 

   

 

 

 

Diluted earnings per common share

   $ 0.17      $ 0.15       $ 0.29      $ 0.26   
  

 

 

   

 

 

    

 

 

   

 

 

 

Cash dividends per common share

   $ 0.16      $ 0.16       $ 0.32      $ 0.31   
  

 

 

   

 

 

    

 

 

   

 

 

 

Unrealized gain/(loss) on available for sale marketable securities, net of taxes

     (17,000     285,000         (190,000     375,000   
  

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive income

   $ 11,303,000      $ 10,113,000       $ 19,709,000      $ 17,970,000   
  

 

 

   

 

 

    

 

 

   

 

 

 

Weighted average number of common shares outstanding

         

Basic

     67,296,000        66,517,000         67,189,000        66,459,000   
  

 

 

   

 

 

    

 

 

   

 

 

 

Diluted

     68,228,000        67,545,000         68,155,000        67,499,000   
  

 

 

   

 

 

    

 

 

   

 

 

 

See accompanying notes

 

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Table of Contents

Consolidated Statements of Cash Flows

 

     ( Unaudited )  
     For the Six Months Ended
June 30,
 
     2012     2011  

Cash flows from operating activities:

    

Net income

   $ 19,899,000      $ 17,595,000   

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     2,528,000        2,049,000   

Bad debt provision

     1,350,000        1,500,000   

Deferred income tax benefits

     (2,405,000     (1,494,000

Share-based compensation expense

     1,144,000        1,093,000   

Amortization of premium on marketable securities

     346,000        479,000   

Unrealized gain on marketable securities

     82,000        252,000   

Unrealized (gain) on deferred compensation fund investments

     (937,000     (548,000

Changes in operating assets and liabilities:

    

Accounts and notes receivable

     (7,891,000     (9,017,000

Prepaid income taxes

     3,740,000        4,165,000   

Inventories and supplies

     (1,906,000     (803,000

Deferred compensation funding

     (1,078,000     (834,000

Accounts payable and other accrued expenses

     10,759,000        (2,160,000

Accrued payroll, accrued and withheld payroll taxes

     536,000        (561,000

Accrued insurance claims

     3,485,000        2,671,000   

Deferred compensation liability

     2,360,000        1,649,000   

Income taxes payable

     —          —     

Prepaid expenses and other assets

     (4,630,000     (518,000
  

 

 

   

 

 

 

Net cash provided by operating activities

     27,382,000        15,518,000   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Disposals of fixed assets

     10,000        18,000   

Additions to property and equipment

     (1,825,000     (2,653,000

Purchases of marketable securities, net

     (6,362,000     (8,603,000

Sales of marketable securities, net

     15,784,000        10,902,000   
  

 

 

   

 

 

 

Net cash provided (used) by investing activities

     7,607,000        (336,000
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Dividends paid

     (21,803,000     (20,902,000

Reissuance of treasury stock pursuant to Dividend Reinvestment Plan

     59,000        66,000   

Tax benefits arising from stock option transactions

     1,051,000        119,000   

Proceeds from the exercise of stock options

     2,664,000        1,341,000   
  

 

 

   

 

 

 

Net cash used in financing activities

     (18,029,000     (19,376,000
  

 

 

   

 

 

 

Net increase/(decrease) in cash and cash equivalents

     16,960,000        (4,194,000

Cash and cash equivalents at beginning of the period

     38,639,000        39,692,000   
  

 

 

   

 

 

 

Cash and cash equivalents at end of the period

   $ 55,599,000      $ 35,498,000   
  

 

 

   

 

 

 

Supplementary Cash Flow Information:

    

Income taxes cash payments, net of refunds

   $ 9,782,000      $ 6,683,000   
  

 

 

   

 

 

 

Issuance of 70,000 and 76,000 shares in 2012 and 2011, respectively, of Common Stock pursuant to Employee Stock Plans

   $ 1,250,000      $ 1,233,000   
  

 

 

   

 

 

 

See accompanying notes

 

-4-


Table of Contents

Consolidated Statements of Stockholders’ Equity (Unaudited)

 

     For the Six Months Ended June 30, 2012  
      Common Stock
Shares
     Amount      Additional
Paid-in

Capital
     Total
Retained
Earnings
    Accumulated Other
Comprehensive
Income
    Treasury
Stock
    Stockholders’
Equity
 

Balance, December 31, 2011

     69,473,000       $  695,000       $  105,727,000       $  126,921,000      $ 343,000      $ (15,960,000   $  217,726,000   

Net income

              19,899,000            19,899,000   

Unrealized loss on available for sale marketable securities, net of $99,000 of taxes

                (190,000       (190,000
                 

 

 

 

Comprehensive income

                    19,709,000   

Exercise of stock options and other share- based compensation, net of 13,000 shares tendered for payment

     274,000         2,000         2,355,000             307,000        2,664,000   

Tax benefit arising from stock option transactions

           1,051,000               1,051,000   

Share-based compensation expense — stock options

           949,000               949,000   

Treasury shares issued for Deferred Compensation Plan funding and redemptions (10,000 shares)

           394,000             58,000        452,000   

Shares issued pursuant to Employee Stock Plans

     70,000         1,000         1,278,000             (29,000     1,250,000   

Cash dividends — $.32 per common share

              (21,803,000         (21,803,000

Shares issued pursuant to Dividend Reinvestment Plan (1,000 shares)

           41,000             18,000        59,000   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, June 30, 2012

     69,817,000       $ 698,000       $ 111,795,000       $ 125,017,000      $ 153,000      $ (15,606,000   $ 222,057,000   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes.

 

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Basis of Reporting

The accompanying financial statements are unaudited and do not include certain information and note disclosures required by accounting principles generally accepted in the United States for complete financial statements. However, in our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The balance sheet shown in this report as of December 31, 2011 has been derived from, and does not include, all the disclosures contained in the financial statements for the year ended December 31, 2011. The financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011. The results of operations for the three and six month period ended June 30, 2012 are not necessarily indicative of the results that may be expected for the full fiscal year.

As of June 30, 2012, we operate two wholly-owned subsidiaries, Huntingdon Holdings, Inc. (“Huntingdon”) and Healthcare Staff Leasing Solutions, LLC (“Staff Leasing”). Huntingdon invests our cash and cash equivalents and manages our portfolio of marketable securities. Staff Leasing is an entity formed in 2011 to offer professional employer organization (“PEO”) services to potential clients in the health care industry. As of June 30, 2012, we have entered into PEO service contracts in certain states.

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), we make 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. Significant estimates are used for, but not limited to, our allowance for doubtful accounts, accrued insurance claims, asset valuations and review for potential impairment, share-based compensation, and deferred income taxes. The estimates are based upon various factors including current and historical trends, as well as other pertinent industry and regulatory authority information. We regularly evaluate this information to determine if it is necessary to update the basis for our estimates and to compensate for known changes.

Inventories and supplies include housekeeping and, linen and laundry supplies, as well as dietary provisions and supplies. Inventories and supplies are stated at cost to approximate a first-in, first-out (FIFO) basis. Linen supplies are amortized over a 24 month period.

Revenues are recorded net of sales taxes.

Certain amounts have been reclassified for consistent presentation.

Note 2 – Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets acquired of businesses and is not amortized. Goodwill is evaluated for impairment on an annual basis, or more frequently if impairment indicators arise, using a fair-value-based test that compares the fair value of the asset to its carrying value. The goodwill associated with the 2009 acquisition of Contract Environmental Services, Inc. (“CES”) is deductible for tax purposes over a fifteen year period.

Goodwill by reportable operating segment, as described in Note 5 herein, was approximately $14,894,000 and $2,061,000 for Housekeeping and Dietary as of June 30, 2012 and December 31, 2011, respectively.

 

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Table of Contents

The cost of intangible assets is based on fair values at the date of acquisition. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful life (between 7 and 8 years). The following table sets forth the amounts of our identifiable intangible assets subject to amortization, which were acquired in acquisitions.

 

     June 30, 2012      December 31, 2011  

Customer relationships

   $ 14,481,000       $ 14,481,000   

Non-compete agreements

     800,000         800,000   
  

 

 

    

 

 

 

Total other intangibles, gross

   $ 15,281,000       $ 15,281,000   

Less accumulated amortization

     8,993,000         7,909,000   
  

 

 

    

 

 

 

Other intangibles, net

   $ 6,288,000       $ 7,372,000   
  

 

 

    

 

 

 

The customer relationships have a weighted-average amortization period of seven years and the non-compete agreements have a weighted-average amortization period of eight years. The following table sets forth the estimated amortization expense for intangibles subject to amortization for the balance of 2012 and the subsequent five fiscal years:

 

Period/Year

   Customer
Relationships
     Non-Compete
Agreements
     Total  

July 1 to December 31, 2012

   $ 1,034,000       $ 50,000       $ 1,084,000   

2013

     1,750,000         100,000         1,850,000   

2014

     1,112,000         67,000         1,179,000   

2015

     1,112,000         —           1,112,000   

2016

     569,000         —           569,000   

2017

     297,000         —           297,000   

Thereafter

     197,000         —           197,000   

Amortization expense for the three and six month periods ended June 30, 2012 was $542,000 and $1,084,000, respectively and for the three and six month periods ended June 30, 2011 was $468,000 and $936,000, respectively.

Note 3 - Fair Value Measurements and Marketable Securities

We, in accordance with U.S. GAAP, define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Effective January 1, 2008, we elected the fair value option for certain of our marketable securities purchased since such adoption. Management initially elected the fair value option for certain of our marketable securities because it views such investment securities as highly liquid and available to be drawn upon for working capital purposes making them similar to cash and cash equivalents. Accordingly, for such investments, we record net unrealized gain or loss in the other income - investment and interest caption in our consolidated statements of comprehensive income. We have not elected the fair value option for marketable securities acquired after December 31, 2009. Although these assets continue to be highly liquid and available, we do not believe these assets are representative of our operating activities. These assets are representative of our investing activities, and they will be available for future needs of the Company to support its current and projected growth.

 

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Table of Contents

Certain of our assets and liabilities are reported at fair value in the accompanying balance sheets. Such assets and liabilities include cash and cash equivalents, marketable securities, accounts and notes receivable, accounts payable, income taxes payable and other accrued expenses. The following tables provide fair value measurement information for our marketable securities and deferred compensation fund investment assets as of June 30, 2012 and December 31, 2011.

 

     As of June 30, 2012  
                   Fair Value Measurement Using:  
     Carrying
Amount
     Total Fair
Value
     Quoted Prices
in Active
Markets
(Level 1)
     Significant Other
Observable Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Financial Assets

              

Marketable securities

              

Municipal bonds

   $ 21,398,000       $ 21,398,000       $ —         $ 21,398,000       $ —     

Equity securities - Deferred comp fund

              

Money Market

   $ 3,232,000       $ 3,232,000       $ —         $ 3,232,000       $ —     

Large Cap Value

     3,103,000         3,103,000         3,103,000         —           —     

Large Cap Growth

     2,470,000         2,470,000         2,470,000         —           —     

Fixed income

     1,721,000         1,721,000         1,721,000         —           —     

Small Cap Value

     1,329,000         1,329,000         1,329,000         —           —     

Balanced and Lifestyle

     1,122,000         1,122,000         1,122,000         —           —     

Speciality

     904,000         904,000         904,000         —           —     

International

     688,000         688,000         688,000         —           —     

Large Cap Blend

     771,000         771,000         771,000         —           —     

Mid Cap Growth

     328,000         328,000         328,000         —           —     

Small Cap Growth

     64,000         64,000         64,000         —           —     

Mid Cap Value

     63,000         63,000         63,000         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Equity securities - Deferred comp fund

   $ 15,795,000       $ 15,795,000       $ 12,563,000       $ 3,232,000       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of December 31, 2011  
                   Fair Value Measurement Using:  
     Carrying
Amount
     Total Fair
Value
     Quoted Prices
in Active
Markets
(Level 1)
     Significant Other
Observable Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 

Financial Assets

              

Marketable securities

              

Municipal bonds

   $ 31,337,000       $ 31,337,000       $ —         $ 31,337,000       $ —     

Equity securities - Deferred comp fund

              

Money Market

   $ 3,029,000       $ 3,029,000       $ —         $ 3,029,000       $ —     

Large Cap Value

     2,716,000         2,716,000         2,716,000         —           —     

Large Cap Growth

     2,184,000         2,184,000         2,184,000         —           —     

Small Cap Value

     1,244,000         1,244,000         1,244,000         —           —     

Fixed Income

     1,429,000         1,429,000         1,429,000         —           —     

Specialty

     832,000         832,000         832,000         —           —     

Balanced and Lifestyle

     814,000         814,000         814,000         —           —     

International

     562,000         562,000         562,000         —           —     

Large Cap Blend

     500,000         500,000         500,000         —           —     

Mid Cap Growth

     363,000         363,000         363,000         —           —     

Mid Cap Value

     54,000         54,000         54,000         —           —     

Small Cap Growth

     53,000         53,000         53,000         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Equity securities - Deferred comp fund

   $ 13,780,000       $ 13,780,000       $ 10,751,000       $ 3,029,000       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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The fair value of the municipal bonds is measured using pricing service data from an external provider. The fair value of equity investments in the funded deferred compensation plan are valued (Level 1) based on quoted market prices. The money market fund in the funded deferred compensation plan is valued (Level 2) at the net asset value (“NAV”) of the shares held by the plan at the end of the period. As a practical expedient, fair value of our money market fund is valued at the NAV as determined by the custodian of the fund. The money market fund includes short-term United States dollar denominated money-market instruments. The money market fund can be redeemed at its NAV at its measurement date as there are no significant restrictions on the ability of participants to sell this investment.

For the three and six month periods ended June 30, 2012, the other income - investment and interest caption on our consolidated statements of comprehensive income includes unrealized losses from marketable securities of $26,000 and $82,000, respectively, for investments recorded under the fair value option.

For the three and six month periods ended June 30, 2011, the other income—investment and interest caption on our consolidated statements of income includes unrealized losses from marketable securities of $107,000 and $252,000, respectively, for investments recorded under the fair value option.

 

      Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
    Estimated Fair
Value
     Other-than-
temporary
Impairments
 

June 30, 2012

             

Type of security:

             

Municipal bonds - available for sale

   $ 21,146,000       $ 254,000       $ (2,000   $ 21,398,000       $ —     
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total debt securities

   $ 21,146,000       $ 254,000       $ (2,000   $ 21,398,000       $ —     
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

December 31, 2011

             

Type of security:

             

Municipal bonds

   $ 2,167,000       $ 82,000       $ —        $ 2,249,000       $ —     

Municipal bonds - available for sale

     28,745,000         352,000         (9,000     29,088,000         —     
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total debt securities

   $ 30,912,000       $ 434,000       $ (9,000   $ 31,337,000       $ —     
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

For the three and six month periods ended June 30, 2012, we received total proceeds of $4,274,000 and $14,871,000 respectively, from sales of available for sale municipal bonds. These sales resulted in realized gains of $41,000 and $224,000 recorded in other income, investment and interest caption on our statement of comprehensive income for the three and six month periods ended June 30, 2012, respectively. The basis for the sale of these securities was a specific identification of each bond sold during this period.

For the three and six month periods ended June 30, 2011, we received total proceeds of $1,123,000 and $2,626,000 respectively, from sales of available for sale municipal bonds. These sales resulted in a realized loss of $1,000 and a realized gain of $2,000 recorded in other income, investment and interest caption on our statement of comprehensive income for the three and six month periods ended June 30, 2011, respectively. The basis for the sale of these securities was a specific identification of each bond sold during this period.

 

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The contractual maturities of total debt securities held at June 30, 2012 and December 31, 2011.

 

     As of June 30, 2012  

Contractual maturity:

   Municipal Bonds      Municipal Bonds -
Available for Sale
     Total Debt Securities  

Maturing in one year or less

   $ —         $ 2,000,000       $ 2,000,000   

Maturing after one year through three years

     —           13,428,000         13,428,000   

Maturing after three years

     —           5,970,000         5,970,000   
  

 

 

    

 

 

    

 

 

 

Total debt securities

   $ —         $ 21,398,000       $ 21,398,000   
  

 

 

    

 

 

    

 

 

 
     As of December 31, 2011  

Contractual maturity:

   Municipal Bonds      Municipal Bonds -
Available for Sale
     Total Debt Securities  

Maturing in one year or less

   $ 34,000       $ 4,100,000       $ 4,134,000   

Maturing after one year through three years

     2,215,000         18,874,000         21,089,000   

Maturing after three years

     —           6,114,000         6,114,000   
  

 

 

    

 

 

    

 

 

 

Total debt securities

   $ 2,249,000       $ 29,088,000       $ 31,337,000   
  

 

 

    

 

 

    

 

 

 

Note 4 – Other Contingencies

We have a $57,000,000 bank line of credit on which we may draw to meet short-term liquidity requirements in excess of internally generated cash flow. Amounts drawn under the line of credit are payable upon demand. At June 30, 2012, there were no borrowings under the line of credit. However, at such date, we had outstanding a $40,420,000 irrevocable standby letter of credit which relates to payment obligations under our insurance programs. As a result of the letter of credit issued, the amount available under the line of credit was reduced by $40,420,000 at June 30, 2012. The line of credit requires us to satisfy two financial covenants. We are in compliance with the financial covenants at June 30, 2012 and expect to continue to remain in compliance with such financial covenants. This line of credit expires on June 30, 2013. We believe the line of credit will be renewed at that time.

We provide our services in 47 states and we are subject to numerous local taxing jurisdictions within those states. Consequently, the taxability of our services is subject to various interpretations within these jurisdictions. In the ordinary course of business, a jurisdiction may contest our reporting positions with respect to the application of its tax code to our services, which may result in additional tax liabilities.

We have tax matters with various taxing authorities. Because of the uncertainties related to both the probable outcomes and amount of probable assessments due, we are unable to make a reasonable estimate of liability. We do not expect the resolution of any of these matters, taken individually or in the aggregate, to have a material adverse effect on our consolidated financial position or results of operations based on our best estimate of the outcomes of such matters.

We are also subject to various claims and legal actions in the ordinary course of business. Some of these matters include payroll and employee-related matters and examinations by governmental agencies. As we become aware of such claims and legal actions, we provide accruals if the exposures are probable and estimable. If an adverse outcome of such claims and legal actions is reasonably possible, we assess materiality and provide such financial disclosure, as appropriate. We believe that these matters, taken individually or in the aggregate, would not have a material adverse effect on our financial position or results of operations.

As a result of the current economic crisis, many states have significant budget deficits. State Medicaid programs are experiencing increased demand, and with lower revenues than projected, they have fewer resources to support their Medicaid programs. In addition, comprehensive health care legislation under the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (together, the “Act”) was signed into law in March 2010. The Act will significantly impact the governmental healthcare programs which our clients participate, and reimbursements received thereunder from governmental or third-party payors. In July of 2011, Centers for Medicare and Medicaid Services (“CMS”) issued a final rule that reduced Medicare payments to nursing centers by 11.1% and changed the reimbursement for the provision of group rehabilitation therapy services to Medicare beneficiaries. This new rule was effective as of October 1, 2011. Furthermore, in the coming year, new proposals or additional changes in existing regulations could be made to the Act and/or CMS could propose additional reimbursement

 

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reductions which could directly impact the governmental reimbursement programs in which our clients participate. As a result, some state Medicaid programs are reconsidering previously approved increases in nursing home reimbursement or are considering delaying or foregoing those increases. A few states have indicated it is possible they will run out of cash to pay Medicaid providers, including nursing homes. In addition, certain state governors have recently stated that they will reject Federal Medicaid assistance under the Act. Any negative changes in our clients’ reimbursements may negatively impact our results of operations. Although we are currently evaluating the Act’s effect on our client base, we may not know the full effect until such a time as these laws are fully implemented and CMS and other agencies issue applicable regulations or guidance.

Note 5 – Segment Information

Reportable Operating Segments

We manage and evaluate our operations in two reportable segments. The two reportable segments are Housekeeping (housekeeping, laundry, linen and other services), and Dietary (dietary department services). Although both segments serve the same client base and share many operational similarities, they are managed separately due to distinct differences in the type of service provided, as well as the specialized expertise required of the professional management personnel responsible for delivering the respective segment’s services. We consider the various services provided within each reportable segment to comprise an identifiable reportable operating segment since such services are rendered pursuant to a single service agreement, specific to that reportable segment, as well as the fact that the delivery of the respective reportable segment’s services are managed by the same management personnel of the particular reportable segment.

The Company’s accounting policies for the segments are generally the same as the Company’s significant accounting policies. Differences between the reportable segments’ operating results and other disclosed data and our consolidated financial statements relate primarily to corporate level transactions and recording of transactions at the reportable segment level which use methods other than generally accepted accounting principles. There are certain inventories and supplies that are primarily expensed when incurred within the operating segments, while they are capitalized for the consolidated financial statements. As discussed, most corporate expense is not allocated to the operating segments, and such expenses include corporate salary and benefit costs, bad debt expense, certain legal costs, information technology costs, depreciation, amortization of finite lived intangibles, share based compensation costs and other corporate specific costs. Additionally, there are allocations for workers compensation and general liability expense within the operating segments that differ from our actual expense recorded for U.S. GAAP. Additionally, included in the differences between the reportable segments’ operating results and other disclosed data are amounts attributable to Huntingdon, our investment holding company subsidiary. Huntingdon does not transact any business with the reportable segments. Segment amounts disclosed are prior to any elimination entries made in consolidation.

Housekeeping provides services in Canada, although essentially all of its revenues and net income, 99% in both categories, are earned in one geographic area, the United States. Dietary provides services solely in the United States.

 

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     Housekeeping
Services
     Dietary Services      Corporate and
Eliminations
    Total  

Three Months Ended June 30, 2012

          

Revenues

   $ 183,215,000       $ 83,891,000       $ 2,000  (1)    $ 267,108,000   

Income before income taxes

     17,671,000         4,620,000         (4,008,000 (1)      18,283,000   

Three Months Ended June 30, 2011

          

Revenues

   $ 158,681,000       $ 52,897,000       $ (71,000 (1)    $ 211,507,000   

Income before income taxes

     16,195,000         2,521,000         (3,999,000 (1)      14,717,000   

Six Months Ended June 30, 2012

          

Revenues

   $ 364,397,000       $ 163,281,000       $ 37,000  (1)    $ 527,715,000   

Income before income taxes

     35,127,000         8,674,000         (11,735,000 (1)      32,066,000   

Six Months Ended June 30, 2011

          

Revenues

   $ 315,143,000       $ 104,554,000       $ 200,000  (1)    $ 419,897,000   

Income before income taxes

     33,390,000         5,990,000         (12,324,000 (1)      27,056,000   

 

(1) 

Represents primarily corporate office cost and related overhead, recording of transactions at the reportable segment level which use methods other than U.S. GAAP and consolidated subsidiaries’ operating expenses that are not allocated to the reportable segments, net of investment and interest income.

Total Consolidated Revenues from Clients

The following revenues earned from clients represent their reporting in accordance with U.S. GAAP and differ from segment revenues reported above due to the inclusion of adjustments used for segment reporting purposes by management. We earned total revenues from clients in the following service categories:

 

     Three Months Ended June 30,      Six Months Ended June 30,  
     2012      2011      2012      2011  

Housekeeping services

   $ 121,897,000       $ 106,715,000       $ 243,550,000       $ 212,463,000   

Laundry and linen services

     60,245,000         51,266,000         118,775,000         101,440,000   

Dietary services

     83,816,000         52,922,000         163,206,000         104,772,000   

Maintenance services and other

     1,150,000         604,000         2,184,000         1,222,000   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 267,108,000       $ 211,507,000       $ 527,715,000       $ 419,897,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Major Client

We have one client, a nursing home chain (“Major Client”), which accounted for the respective percentages of our revenues as detailed below:

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2012     2011     2012     2011  

Total revenues

     7     9     7     9

Housekeeping

     9     11     9     11

Dietary services

     3     5     3     6

Additionally, at both June 30, 2012 and December 31, 2011, amounts due from such client represented less than 1% of our accounts receivable balance. The loss of such client, or a significant reduction in revenues from such client, would have a material adverse effect on the results of operations of our two operating segments. In addition, if such client changes its payment terms it may increase our accounts receivable balance and have a material adverse effect on our cash flows and cash and cash equivalents.

 

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Note 6 – Earnings Per Common Share

A reconciliation of the numerator and denominator of basic and diluted earnings per common share is as follows:

 

     Three months ended June 30, 2012  
     Income
(Numerator)
     Shares
(Denominator)
     Per-share Amount  

Net income

   $ 11,320,000         
  

 

 

       

Basic earnings per common share

   $ 11,320,000         67,296,000       $ .17   

Effect of dilutive securities:

        

Options

        932,000         —     
  

 

 

    

 

 

    

 

 

 

Diluted earnings per common share

   $ 11,320,000         68,228,000       $ .17   
  

 

 

    

 

 

    

 

 

 
     Three months ended June 30, 2011  
     Income
(Numerator)
     Shares
(Denominator)
     Per-share Amount  

Net income

   $ 9,828,000         
  

 

 

       

Basic earnings per common share

   $ 9,828,000         66,517,000       $ .15   

Effect of dilutive securities:

        

Options

        1,028,000         —     
  

 

 

    

 

 

    

 

 

 

Diluted earnings per common share

   $ 9,828,000         67,545,000       $ .15   
  

 

 

    

 

 

    

 

 

 
     Six Months ended June 30, 2012  
     Income
(Numerator)
     Shares
(Denominator)
     Per-share Amount  

Net income

   $ 19,899,000         
  

 

 

       

Basic earnings per common share

   $ 19,899,000         67,189,000       $ .30   

Effect of dilutive securities:

        

Options

        966,000         (.01
  

 

 

    

 

 

    

 

 

 

Diluted earnings per common share

   $ 19,899,000         68,155,000       $ .29   
  

 

 

    

 

 

    

 

 

 
     Six Months ended June 30, 2011  
     Income
(Numerator)
     Shares
(Denominator)
     Per-share Amount  

Net income

   $ 17,595,000         
  

 

 

       

Basic earnings per common share

   $ 17,595,000         66,459,000       $ .26   

Effect of dilutive securities:

        

Options

        1,040,000         —     
  

 

 

    

 

 

    

 

 

 

Diluted earnings per common share

   $ 17,595,000         67,499,000       $ .26   
  

 

 

    

 

 

    

 

 

 

Options to purchase 596,000 and 585,000 shares of common stock having an average exercise price of $17.50 per common share were outstanding during the three and six month period ended June 30, 2012 but not included in the computation of diluted earnings per common share because the options’ exercise prices were greater than the average market price of the common shares, and therefore, would be antidilutive.

 

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Options to purchase 508,000 and 494,000 shares of common stock having an average exercise price of approximately $16.11 per common share were outstanding during the three and six month periods ended June 30, 2011 but not included in the computation of diluted earnings per common share because the exercise price of those options were greater than the average market price of the common shares, and therefore, would be anti-dilutive.

Note 7 – Dividends

During the six month period ended June 30, 2012, we paid regular quarterly cash dividends approximating $21,803,000 as follows:

 

     Quarter ended  
     March 31, 2012      June 30, 2012  

Cash dividend per common share

   $ .16125       $ .16250   

Total cash dividends paid

   $ 10,847,000       $ 10,956,000   

Record date

     February 24         April 27   

Payment date

     March 26         May 18   

Additionally, on July 10, 2012, our Board of Directors declared a regular cash dividend of $.16375 per common share to be paid on August 24, 2012 to shareholders of record as of July 27, 2012.

Note 8 – Share-Based Compensation

Stock Options

During the six months ended June 30, 2012, the stock option activity under our 2002 Stock Option Plan, 1995 Incentive and Non-Qualified Stock Option Plan for key employees, and 1996 Non-Employee Director’s Stock Option Plan (collectively the “Stock Option Plans”), was as follows:

 

     Weighted
Average Price Per
Share
     Number of Shares     Weighted
Average
Remaining
Contractual Life
(In Years)
     Aggregate
Intrinsic Value
 

Outstanding, January 1, 2012

   $ 10.97         2,912,000        

Granted

     17.50         601,000        

Cancelled

     12.93         (69,000     

Exercised

     14.95         (333,000     
  

 

 

    

 

 

      

Outstanding, June 30, 2012

   $ 12.39         3,111,000        6.36       $ 21,738,000   
  

 

 

    

 

 

   

 

 

    

 

 

 

Options exercisable as of June 30, 2012

        1,469,000        4.27       $ 15,129,000   
     

 

 

   

 

 

    

 

 

 

 

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The weighted average fair value per share of options granted during the 2012 and 2011 first quarters was $4.74 and $3.26, respectively. The following table summarizes information about stock options outstanding at June 30, 2012.

 

     Options Outstanding             Options
Exercisable
 

Exercise Price Range

   Number
Outstanding
     Average
Remaining
Contractual Life
     Weighted
Average Exercise
Price Per Share
     Number
Exercisable
     Weighted
Average Exercise
Price
 

$ 2.41 - 3.68

     414,000         1.10       $ 3.23         414,000       $ 3.23   

6.07

     278,000         2.49         6.07         278,000         6.07   

10.39

     428,000         6.52         10.39         214,000         10.39   

13.93 - 14.31

     928,000         6.69         14.15         479,000         14.08   

$ 16.11 - 17.50

     1,063,000         9.08         16.89         84,000         16.11   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     3,111,000         6.36       $ 12.39         1,469,000       $ 9.08   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other information pertaining to option activity during the six month periods ended June 30, 2012 and 2011 was as follows:

 

     June 30, 2012      June 30, 2011  

Weighted average grant-date fair value of stock options granted:

   $ 2,438,000       $ 1,477,000   

Total fair value of stock options vested:

   $ 1,870,000       $ 1,015,000   

Total intrinsic value of stock options exercised:

   $ 3,853,000       $ 1,459,000   

Total pre-tax share-based compensation expense charged against income:

   $ 949,000       $ 935,000   

Total unrecognized compensation expense related to non-vested options:

   $ 4,948,000       $ 4,482,000   

Under our Stock Option Plans at June 30, 2012, in addition to the 3,111,000 shares issuable pursuant to outstanding option grants, an additional 3,338,000 shares of our Common Stock are available for future grants. Such 3,338,000 shares consist of 1,338,000 shares from our Stock Option Plans that were rolled into our recently approved 2012 Equity Incentive Plan (the “2012 Plan”) plus an additional 2,000,000 shares that are contained in the 2012 Plan. Options outstanding and exercisable were granted at stock option prices which were not less than the fair market value of our Common Stock on the date the options were granted and no option has a term in excess of ten years. Additionally, with the exception of the options granted in years 2008 through 2012, options vested and became exercisable either on the date of grant or commencing six months after the option grant date. The options granted in 2008 through 2012 become vested and exercisable ratably over a five year period on each anniversary date of the option grant.

At June 30, 2012, the total unrecognized compensation expense related to non-vested options, as reported above, was expected to be recognized through the fourth quarter of 2016 for the options granted in 2012 and the fourth quarter of 2015 for the options granted in 2011. The fair value of options granted in 2012 and 2011 was estimated on the date of grant using the Black-Scholes valuation model with the following weighted average assumptions:

 

     2012     2011  

Risk-free interest rate

     1.3     2.6

Expected volatility

     39.2     27.4

Weighted average expected life in years

     6.8        7.4   

Dividend yield

     3.6     3.7

Employee Stock Purchase Plan

Total pre-tax share-based compensation expense charged against income for the six month periods ended June 30, 2012 and 2011 for options granted under our Employee Stock Purchase Plan (“ESPP”) was $195,000 and $158,000, respectively. It is estimated, at this time, that the expense attributable to such share-based payments in each of the subsequent quarters of 2012 will approximate the amount recorded in the 2012 first and second quarter. However, such future expense related to our ESPP will be impacted by, and be dependent on the change in our stock price over the remaining period up to the December 31, 2012 measurement date.

 

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Such expense was estimated on the date of grant using the Black-Scholes valuation model with the following weighted average assumptions:

 

     2012     2011  

Risk-free interest rate

     0.19     0.04

Expected volatility

     36.5     25.0

Weighted average expected life in years

     1.0        1.0   

Dividend yield

     3.6     3.7

We may issue new common stock or re-issue common stock from treasury to satisfy our obligations under any of our share-based compensation plans.

Note 9 – Related Party Transactions

A director is a member of a law firm which was retained by us. In each of the six month periods’ ended June 30, 2012 and 2011, fees received from us by such firm did not exceed $120,000. Additionally, such fees did not exceed, in either six month period, 5% of such firm’s revenues.

Note 10 – Income Taxes

For the six month period ended June 30, 2012, our effective tax rate was approximately 38%, an increase from the 35% effective tax rate for the comparable 2011 period. Such differences between the effective tax rates and the applicable U.S. federal statutory rate arise primarily from the effect of state and local income taxes and tax credits available to the Company. The increase in the effective tax rate is primarily due to a decrease in expected tax credits realized for 2012 compared to previous fiscal periods. The Company received credits in 2011 related to the Work Opportunity Tax Credit (“WOTC”) program but this program has not yet been renewed in 2012. The Company will continue to receive additional credits related to prior periods but will not have the benefit of credits for 2012 new hires unless the program is renewed. Additionally, the Company realized significant tax credits during 2011 from the New Hire Retention Credit, a one-time general business credit at the Federal level that was authorized by the Hiring Incentives to Restore Employment Act of 2011. The new hire retention credit allowed an employer a credit of up to $1,000 for each eligible worker that was retained for at least 52 consecutive weeks of qualified employment. The Company earned new hire retention credits for the six month period ended June 30, 2011, but did not earn additional amounts in 2012 as the credit expired at December 31, 2011. If the WOTC program is renewed retroactive to the beginning of the year in 2012, our effective tax rate could be reduced below the current 38%.

We account for income taxes using the asset and liability method, which results in recognizing income tax expense based on the amount of income taxes payable or refundable for the current year. Additionally, we evaluate regularly the tax positions taken or expected to be taken resulting from financial statement recognition of certain items. Based on our evaluation, we have concluded that there are no significant uncertain tax positions requiring recognition in our financial statements. Our evaluation was performed for the tax years ended December 31, 2008 through 2011 (with regard to U.S. federal income tax returns) and December 31, 2007 through 2011 (with regard to various state and local income tax returns), the tax years which remain subject to examination by major tax jurisdictions as of June 30, 2012.

We may from time to time be assessed interest or penalties by taxing jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. When we have received an assessment for interest and/or penalties, it has been classified in the financial statements as selling, general and administrative expense.

Note 11 – Subsequent Event

We evaluated all subsequent events through the date this Form 10-Q is being filed with the SEC. There were no events or transactions occurring during this subsequent event reporting period which require recognition or disclosure in the financial statements.

 

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward Looking Statements

This report and documents incorporated by reference into this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, which are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, our beliefs and assumptions. Words such as “believes,” “anticipates,” “plans,” “expects,” “will,” “goal,” and similar expressions are intended to identify forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation by us that any of our plans will be achieved. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking information is also subject to various risks and uncertainties. Such risks and uncertainties include, but are not limited to, risks arising from our providing services exclusively to the health care industry, primarily providers of long-term care; credit and collection risks associated with this industry; from having several significant clients who each individually contributed at least 3% with one as high as 7% to our total consolidated revenues in the three and six month period ended June 30, 2012; our claims experience related to workers’ compensation and general liability insurance; the effects of changes in, or interpretations of laws and regulations governing the industry, our workforce and services provided, including state and local regulations pertaining to the taxability of our services; and the risk factors described in Part I of our Form 10-K for the fiscal year ended December 31, 2011 under “Government Regulation of Clients,” “Competition” and “Service Agreements/Collections,” and under Item IA “Risk Factors” in our Form 10-K for the fiscal year ended December 31, 2011. Many of our clients’ revenues are highly contingent on Medicare, Medicaid and other payors’ reimbursement funding rates, which Congress and related agencies have affected through the enactment of a number of major laws and regulations during the past decade, including the March 2010 enactment of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010. Most recently, in July 2011, the United States Center for Medicare Services (“CMS”) issued final rulings which, among other things, reduce (effective October 1, 2011) Medicare payments to nursing centers by 11.1% and change the reimbursement for the provision of group rehabilitation therapy services to Medicare beneficiaries. Currently, the U.S. Congress is considering further changes or revising legislation relating to health care in the United States which, among other initiatives, may impose cost containment measures impacting our clients. These enacted laws, proposed laws and forthcoming regulations have significantly altered, or threaten to significantly alter, overall government reimbursement funding rates and mechanisms. The overall effect of these laws and trends in the long-term care industry has affected and could adversely affect the liquidity of our clients, resulting in their inability to make payments to us on agreed upon payment terms. These factors, in addition to delays in payments from clients, have resulted in, and could continue to result in, significant additional bad debts in the near future. Additionally, our operating results would be adversely affected if unexpected increases in the costs of labor and labor related costs, materials, supplies and equipment used in performing services could not be passed on to our clients.

In addition, we believe that to improve our financial performance we must continue to obtain service agreements with new clients, provide new services to existing clients, achieve modest price increases on current service agreements with existing clients and maintain internal cost reduction strategies at our various operational levels. Furthermore, we believe that our ability to sustain the internal development of managerial personnel is an important factor impacting future operating results and successfully executing projected growth strategies.

RESULTS OF OPERATIONS

The following discussion is intended to provide the reader with information that will be helpful in understanding our financial statements including the changes in certain key items in comparing financial statements period to period. We also intend to provide the primary factors that accounted for those changes, as well as a summary of how certain accounting principles affect our financial statements. In addition, we are providing information about the financial results of our two operating segments to further assist in understanding how these segments and their results affect our consolidated results of operations. This discussion should be read in conjunction with our financial statements as of June 30, 2012 and December 31, 2011 and the periods then ended and the notes accompanying those financial statements.

Overview

We provide management, administrative and operating expertise and services to the housekeeping, laundry, linen, facility maintenance and dietary service departments of the health care industry, including nursing homes, retirement complexes,

 

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rehabilitation centers and hospitals located throughout the United States. We believe that we are the largest provider of housekeeping and laundry management services to the long-term care industry in the United States, rendering such services to approximately 3,000 facilities in 47 states as of June 30, 2012. Although we do not directly participate in any government reimbursement programs, our clients’ reimbursements are subject to government regulation. Therefore, clients are directly affected by any legislation relating to Medicare and Medicaid reimbursement programs.

We primarily provide our services pursuant to full service agreements with our clients. In such agreements, we are responsible for the day to day management of the department managers and hourly employees located at our clients’ facilities. We also provide services on the basis of a management-only agreement for a very limited number of clients. Our agreements with clients typically provide for renewable one year service terms, cancelable by either party upon 30 to 90 days’ notice after the initial 90-day period.

We are organized into two reportable segments; housekeeping, laundry, linen and other services (“Housekeeping”), and dietary department services (“Dietary”). At June 30, 2012, Housekeeping is being provided at essentially all of our approximately 3,000 client facilities, generating approximately 69% or $364,509,000 of the total revenues for the six month period ended June 30, 2012. Dietary is being provided to approximately 650 client facilities at June 30, 2012 and contributed approximately 31% or $163,206,000 to the six month period ended June 30, 2012 total revenues.

Housekeeping consists of managing the client’s housekeeping department which is principally responsible for the cleaning, disinfecting and sanitizing of patient rooms and common areas of a client’s facility, as well as the laundering and processing of the personal clothing belonging to the facility’s patients. Also within the scope of this segment’s service is the responsibility for laundering and processing of the bed linens, uniforms and other assorted linen items utilized by a client facility.

Dietary consists of managing the client’s dietary department which is principally responsible for food purchasing, meal preparation and providing dietician consulting professional services, which includes the development of a menu that meets the patient’s dietary needs.

We currently operate two wholly-owned subsidiaries, Huntingdon Holdings, Inc. (“Huntingdon”) and Healthcare Staff Leasing Solutions, LLC (“Staff Leasing”). Huntingdon invests our cash and cash equivalents and manages our portfolio of marketable securities. Staff Leasing is an entity formed in 2011 to offer professional employer organization (“PEO”) services to potential clients in the health care industry. As of June 30, 2012, we have entered into PEO service contracts in certain states.

Consolidated Operations

The following table sets forth, for the periods indicated, the percentage which certain items bear to consolidated revenues:

 

     Relation to Consolidated Revenues  
     For the Quarter Ended June 30,     For the Six Month Period Ended June 30,  
     2012     2011     2012     2011  

Revenues

     100.0     100.0     100.0     100.0

Operating costs and expenses:

        

Costs of services provided

     86.2     85.9     86.7     86.1

Selling, general and administrative

     6.9     7.3     7.5     7.7

Investment and interest

     0.0     0.2     0.3     0.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     6.9     7.0     6.1     6.5

Income taxes

     2.6     2.3     2.3     2.3
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     4.3     4.7     3.8     4.2
  

 

 

   

 

 

   

 

 

   

 

 

 

Housekeeping is our largest and core reportable segment, representing approximately 69% of consolidated revenues for the quarter ended June 30, 2012. Dietary revenues represented approximately 31% of consolidated revenues for such quarter.

 

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Although there can be no assurance thereof, we believe that for the remainder of 2012 Dietary’s revenues, as a percentage of consolidated revenues, may increase from its’ respective percentage previously noted. Furthermore, we expect the sources of organic growth for the remainder of 2012 for the respective operating segments will be primarily the same as historically experienced. Accordingly, although there can be no assurance thereof, the growth in Dietary is expected to come from our current Housekeeping client base, while growth in Housekeeping will primarily come from obtaining new clients.

2012 Second Quarter Compared with 2011 Second Quarter

The following table sets forth 2012 second quarter income statement key components that we use to evaluate our financial performance on a consolidated and reportable segment basis, as well as the percentage increases of each compared to 2011 second quarter amounts. The difference between the reportable segments’ operating results and other disclosed data and our consolidated financial statements relate primarily to corporate level transactions and recording of transactions at the reportable segment level which use methods other than generally accepted accounting principles.

 

     Quarter Ended June 30, 2012  
     Consolidated     % inc./
(dec.)
    Corporate and
Eliminations
    Housekeeping
Amount
     % inc.     Dietary
Amount
     % inc.  

Revenues

   $ 267,108,000        26.3   $ 2,000      $ 183,215,000         15.5   $ 83,891,000         58.6

Cost of services provided

     230,206,000        26.7        (14,609,000     165,544,000         16.2        79,271,000         57.4   

Selling, general and administrative

     18,524,000        19.4        18,524,000        —           —          —           —     

Investment and interest income

     (95,000     (120.5     (95,000     —           —          —           —     

Income before income taxes

   $ 18,283,000        24.2   $ (4,008,000   $ 17,671,000         9.1   $ 4,620,000         83.3

Revenues

Consolidated

Consolidated revenues increased 26.3% to $267,108,000 in the 2012 second quarter compared to $211,507,000 in the 2011 second quarter as a result of the factors discussed below under Reportable Segments.

We have one Major Client that accounted for approximately 7% and 9%, respectively, of consolidated revenues in the three months ended June 30, 2012 and 2011, respectively. Additionally, we have several other significant clients who each individually contributed at least 3% to our total consolidated revenues for the three months ended June 30, 2012. The loss of one or more of these clients would have a material adverse effect on the results of operations of our two operating segments. In addition, if such clients changed their payment terms, it would increase our accounts receivable balance and have a material adverse effect on our cash flows and cash and cash equivalents.

Reportable Segments

Housekeeping’s 15.5% net growth in reportable segment revenues resulted primarily from an increase in revenues attributable to service agreements entered into with new clients.

Dietary’s 58.6% net growth in reportable segment revenues is primarily a result of providing this service to a greater number of existing Housekeeping clients.

We derived 9% and 3%, respectively, of Housekeeping and Dietary’s 2012 second quarter revenues from our Major Client.

Costs of services provided

Consolidated

Cost of services provided, on a consolidated basis, as a percentage of consolidated revenues for the 2012 second quarter increased to 86.2% from 85.9% in the corresponding 2011 quarter. The following table provides a comparison of the primary cost of services provided-key indicators that we manage on a consolidated basis in evaluating our financial performance. In addition, see the discussion below on Reportable Segments which provides additional details to explain the increase in consolidated costs of services provided.

 

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     Quarter Ended June 30, 2012  

Cost of Services Provided-Key Indicators as a % of Revenue

   2012      2011      Decr%  

Bad debt provision

     0.2         0.2         —     

Workers’ compensation and general liability insurance

     3.5         3.7         (0.2

The bad debt provision was consistent as a percentage of revenue for the three month periods ended June 30, 2012 and 2011.

The workers’ compensation and general liability insurance expense has decreased primarily due to the overall increase in Dietary revenue and the reduced proportion of labor costs as a percentage of revenue. Additionally, there was more favorable claims’ experience during the three months ended June 30, 2012 compared to the comparable 2011 period.

See below for the changes in our segment key indicators; however, the net increase in our consolidated cost of services as a percentage of revenue in comparing the period ended June 30, 2012 as compared to the same period in 2011 was impacted by the increase in Dietary revenues.

Reportable Segments

Cost of services provided for Housekeeping, as a percentage of Housekeeping revenues, for the 2012 second quarter increased to 90.4% from 89.8% compared to the corresponding 2011 quarter. Cost of services provided for Dietary, as a percentage of Dietary revenues, for the 2012 second quarter decreased to 94.5% from 95.2% in the corresponding 2011 quarter.

The following table provides a comparison of the primary cost of services provided-key indicators, as a percentage of the respective segment’s revenues, which we manage on a reportable segment basis in evaluating our financial performance:

 

     Quarter Ended June 30, 2012  

Cost of Services Provided-Key Indicators as a % of Revenue

   2012      2011      Incr (Decr)%  

Housekeeping labor and other labor costs

     80.1         80.1         (0.0

Housekeeping supplies

     7.7         7.1         0.6   

Dietary labor and other labor costs

     52.4         52.0         0.4   

Dietary supplies

     39.1         39.4         (0.3

Housekeeping labor and other labor costs, as a percentage of Housekeeping revenues, was consistent for the three months ended June 30, 2012 and 2011. The increase in Housekeeping supplies, as a percentage of Housekeeping revenues, resulted primarily from an increase in linen supplies due to the growth in laundry and linen revenue compared to overall Housekeeping revenues. Additionally, we have added more clients where we provide a greater amount of supplies under the terms of our service agreements compared to what we have historically provided to our client base.

The relatively small increase in Dietary labor and other labor costs, as a percentage of increased Dietary revenues, resulted from reduced efficiencies in managing these costs at the facility level. The decrease in Dietary supplies, as a percentage of Dietary revenues, is primarily the result of more favorable vendor pricing programs obtained through further consolidation of dietary supply vendors.

Consolidated Selling, General and Administrative Expense

 

           Quarter Ended June 30,  
           2012     2011      $ Change     % Incr (Decr)  

Selling, general and administrative expense w/o deferred compensation change

     (a   $ 18,884,000      $ 15,392,000       $ 3,492,000        22.7

Gain (loss) of deferred compensation fund

       (360,000     119,000         (479,000     (402.5 )% 
    

 

 

   

 

 

    

 

 

   

 

 

 

Consolidated selling, general and administrative expense

     (b   $ 18,524,000      $ 15,511,000       $ 3,013,000        19.4
    

 

 

   

 

 

    

 

 

   

 

 

 

 

(a) Selling, general and administrative expense excluding the change in the market value of the Deferred Compensation Fund.
(b) Consolidated selling, general and administrative expense reported for the period presented.

 

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Although our growth in consolidated revenues was 26.3%, 2012 second quarter selling, general and administrative expenses excluding the change in the deferred compensation fund increased $3,492,000 or 22.7% compared to the 2011 second quarter. Consequently, 2012 second quarter selling, general and administrative expenses (excluding impact of deferred compensation fund), as a percentage of consolidated revenues, decreased to 7.1% compared to 7.3% in the 2011 second quarter. This decrease resulted primarily from the decrease in our payroll and payroll related expenses, travel related costs and professional fees as a percentage of revenues. The decrease in payroll and payroll related costs resulted from the improved leverage of our existing management structure to support the increased revenue.

Consolidated Investment and Interest Income

Investment and interest income, as a percentage of consolidated revenues, decreased to less than .1% in the 2012 second quarter compared to .2% in the 2011 second quarter. The net decrease is primarily due to the investment loss related to the change in the deferred compensation fund during the quarter ended June 30, 2012 versus the investment income related to the change in the deferred compensation fund during the comparable period in 2011.

Income before Income Taxes

Consolidated

As a result of the discussion above related to revenues and expenses, consolidated income before income taxes for the 2012 second quarter decreased to 6.9%, as a percentage of consolidated revenues, compared to 7.0% in the 2011 second quarter.

Reportable Segments

Housekeeping’s increase in income before income taxes is primarily attributable to the key indicators discussed above, specifically the increase in reportable segment revenues, offset by the increased cost of housekeeping supplies.

Dietary’s increased income before income taxes is primarily attributable to the increase in reportable segment revenues and the slight decrease in dietary supply costs as a percentage of Dietary revenues, offset by the increase in labor and labor related costs.

Consolidated Income Taxes

For the quarter ended June 30, 2012, our effective tax rate was approximately 38%, an increase from the approximately 33% effective tax rate for the comparable 2011 period. Such differences between the effective tax rates and the applicable U.S. federal statutory rate arise primarily from the effect of state and local income taxes and tax credits available to the Company. The increase in the effective tax rate is primarily due to a decrease in expected tax credits realized for 2012 compared to previous fiscal periods. The Company received credits in 2011 related to the Work Opportunity Tax Credit (“WOTC”) program but this program has not yet been renewed in 2012. The Company will continue to receive additional credits related to prior periods but will not have the benefit of credits for 2012 new hires unless the program is renewed. Additionally, the Company realized significant tax credits during 2011 from the New Hire Retention Credit, a one-time general business credit at the Federal level authorized by the Hiring Incentives to Restore Employment Act of 2011. The new hire retention credit allowed an employer a credit of up to $1,000 for each eligible worker that was retained for at least 52 consecutive weeks of qualified employment. The Company earned new hire retention credits for the quarter ended June 30, 2011, but did not earn additional amounts in 2012 as the credit expired at December 31, 2011. If the WOTC program is renewed retroactive to the beginning of the year in 2012, our effective tax rate could be reduced below the current 38%.

Consolidated Net Income

As a result of the matters discussed above, consolidated net income for the 2012 second quarter decreased to 4.3%, as a percentage of consolidated revenues, compared to 4.7% in the 2011 second quarter.

 

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2012 Six Month Period Compared with 2011 Six Month Period

The following table sets forth the income statement key components for the six month period ended June 30, 2012 that we use to evaluate our financial performance on a consolidated and reportable segment basis, as well as the percentage increases of each compared to the corresponding 2011 six month period. The difference between the reportable segments’ operating results and other disclosed data and our consolidated financial statements relate primarily to corporate level transactions and recording of transactions at the reportable segment level which use methods other than generally accepted accounting principles.

 

     Six Month Period Ended June 30, 2012  
     Consolidated      %
inc.
    Corporate and
Eliminations
    Housekeeping
Amount
     % inc     Dietary
Amount
     % inc.  

Revenues

   $ 527,715,000         25.7   $ 37,000      $ 364,397,000         15.6   $ 163,281,000         56.2

Cost of services provided

     457,701,000         26.5        (26,176,000     329,270,000         16.9        154,607,000         56.9   

Selling, general and administrative

     39,506,000         22.3        39,506,000        —           —          —           —     

Investment and interest income

     1,558,000         32.4        1,558,000        —           —          —           —     

Income before income taxes

   $ 32,066,000         18.5   $ (11,735,000   $ 35,127,000         5.2   $ 8,674,000         44.8

Revenues

Consolidated

Consolidated revenues increased 25.7% to $527,715,000 in the six month period ended June 30, 2012 compared to $419,897,000 in the corresponding period in 2011 as a result of the factors discussed below under Reportable Segments.

We have one Major Client that accounted for approximately 7% and 9%, respectively, of consolidated revenues in the six month periods ended June 30, 2012 and 2011, respectively. Additionally, we have several other significant clients who each individually contributed at least 3% to our total consolidated revenues for the six months ended June 30, 2012. The loss of one or more of these clients would have a material adverse effect on the results of operations of our two operating segments. In addition, if such clients changed their payment terms, it would increase our accounts receivable balance and have a material adverse effect on our cash flows and cash and cash equivalents.

Reportable Segments

Housekeeping’s 15.6% net growth in reportable segment revenues resulted primarily from an increase in revenues attributable to service agreements entered into with new clients.

Dietary’s 56.2% net growth in reportable segment revenues is primarily a result of providing this service to a greater number of existing Housekeeping clients.

We derived 9% and 3%, respectively, of Housekeeping and Dietary’s revenues for the six month period ended June 30, 2012 from our Major Client.

Costs of services provided

Consolidated

Cost of services provided, on a consolidated basis, as a percentage of consolidated revenues for the six months ended June 30, 2012 increased to 86.7% from 86.1% in the corresponding 2011 period. The following table provides a comparison of the primary cost of services provided-key indicators that we manage on a consolidated basis in evaluating our financial performance. In addition, see the discussion below on Reportable Segments which provides additional details to explain the increase in consolidated costs of services provided.

 

     Six Months Ended June 30, 2012  

Cost of Services Provided-Key Indicators as a % of Revenue

   2012      2011      Decr%  

Bad debt provision

     0.3         0.4         (0.1

Workers’ compensation and general liability insurance

     3.5         3.7         (0.2

 

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The bad debt provision decreased primarily due to the prior year write-off of amounts owed from certain nursing homes that concluded their bankruptcy proceedings during the six months ended June 30, 2011.

The workers’ compensation and general liability insurance expense has decreased primarily due to the overall increase in Dietary revenue and the reduced proportion of labor costs as a percentage of revenue. There was additionally more favorable claims’ experience during the six months ended June 30, 2012 compared to the comparable 2011 period.

See below for the changes in our segment key indicators; however, the net increase in our consolidated cost of services as a percentage of revenue in comparing the six month period ended June 30, 2012 as compared to the same period in 2011 was impacted by the increase in Dietary revenues.

Reportable Segments

Cost of services provided for Housekeeping, as a percentage of Housekeeping revenues, for the six month period ended June 30, 2012 increased to 90.4% from 89.4% compared to the corresponding 2011 period. Cost of services provided for Dietary, as a percentage of Dietary revenues, for the for the six month period ending June 30, 2012 increased to 94.7% from 94.3% in the corresponding 2011 period.

The following table provides a comparison of the primary cost of services provided-key indicators, as a percentage of the respective segment’s revenues, which we manage on a reportable segment basis in evaluating our financial performance:

 

     Six Months Ended June 30, 2012  

Cost of Services Provided-Key Indicators as a % of Revenue

   2012      2011      Incr (Decr)%  

Housekeeping labor and other labor costs

     80.2         79.8         0.4   

Housekeeping supplies

     7.6         7.0         0.6   

Dietary labor and other labor costs

     52.5         52.0         0.5   

Dietary supplies

     39.2         39.3         (0.1

The increase in Housekeeping labor and other labor costs, as a percentage of Housekeeping revenues, resulted primarily from inefficiencies recognized in managing labor at the facility level. The increase in Housekeeping supplies, as a percentage of Housekeeping revenues, resulted primarily from an increase in linen supplies due to the growth in laundry and linen revenue compared to overall Housekeeping revenues. Additionally, we have added more clients where we provide a greater amount of supplies under the terms of our service agreements as compared to what we have historically provided to our client base.

The relatively small increase in Dietary labor and other labor costs, as a percentage of Dietary revenues, resulted from reduced efficiencies in managing these costs at the facility level. The decrease in Dietary supplies, as a percentage of Dietary revenues, is primarily the result of more favorable vendor pricing programs obtained through further consolidation of dietary supply vendors.

Consolidated Selling, General and Administrative Expense

 

           Six Months Ended June 30,  
           2012      2011      $ Change      % Inc.  

Selling, general and administrative expense w/o deferred compensation change

     (a   $ 38,569,000       $ 31,743,000       $ 6,826,000         21.5

Gain of deferred compensation fund

       937,000         548,000         389,000         71.0
    

 

 

    

 

 

    

 

 

    

 

 

 

Consolidated selling, general and administrative expense

     (b   $ 39,506,000       $ 32,291,000       $ 7,215,000         22.3
    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a) Selling, general and administrative expense excluding the change in the market value of the Deferred Compensation Fund.
(b) Consolidated selling, general and administrative expense reported for the period presented.

Although our growth in consolidated revenues was 25.7%, selling, general and administrative expenses for the six months ended June 30, 2012 excluding the change in the deferred compensation fund increased $6,826,000 or 21.5% compared to the

 

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corresponding 2011 period. Consequently, selling, general and administrative expenses (excluding impact of deferred compensation fund), as a percentage of consolidated revenues, decreased to 7.3% for the six months ended June 30, 2012 as compared to 7.6% in the corresponding 2011 period. This decrease resulted primarily from the decrease in our payroll and payroll related expenses, travel related costs and professional fees as a percentage of revenues. The decrease in payroll and payroll related costs resulted from the improved leverage of our existing management structure to support the increased revenue.

Consolidated Investment and Interest Income

Investment and interest income, as a percentage of consolidated revenues, was consistently .3% in the six months ended June 30, 2012 and 2011. The net increase in the change in our deferred compensation fund in the six month period ended June 30, 2012 as compared to the same period in 2011, was offset by a decrease in our investment income due primarily due to the decrease in our marketable securities.

Income before Income Taxes

Consolidated

As a result of the discussion above related to revenues and expenses, consolidated income before income taxes for the six month period ended June 30, 2012 decreased to 6.1%, as a percentage of consolidated revenues, compared to 6.5% in the corresponding 2011 period.

Reportable Segments

Housekeeping’s decrease in income before income taxes is primarily attributable to the key indicators discussed above, specifically the increase in labor and labor related costs and housekeeping supplies.

Dietary’s increase in income before income taxes is primarily attributable to the increase in reportable segment revenues, offset by the increase in labor and labor related costs as a percentage of Dietary revenues.

Consolidated Income Taxes

For the six month period ended June 30, 2012, our effective tax rate was approximately 38%, an increase from the 35% effective tax rate for the comparable 2011 period. Such differences between the effective tax rates and the applicable U.S. federal statutory rate arise primarily from the effect of state and local income taxes and tax credits available to the Company. The increase in the effective tax rate is primarily due to a decrease in expected tax credits realized for 2012 compared to previous fiscal periods. The Company received credits in 2011 related to the Work Opportunity Tax Credit (“WOTC”) program but this program has not yet been renewed in 2012. The Company will continue to receive additional credits related to prior periods but will not have the benefit of credits for 2012 new hires unless the program is renewed. Additionally, the Company realized significant tax credits during 2011 from the New Hire Retention Credit, a one-time general business credit at the Federal level that was authorized by the Hiring Incentives to Restore Employment Act of 2011. The new hire retention credit allowed an employer a credit of up to $1,000 for each eligible worker that was retained for at least 52 consecutive weeks of qualified employment. The Company received new hire retention credits for the six month period ended June 30, 2011, but did not earn additional amounts in 2012 as the credit expired. If the WOTC program is renewed retroactive to the beginning of the year in 2012, our effective tax rate could be reduced below the current 38%.

Consolidated Net Income

As a result of the matters discussed above, consolidated net income for the six month period ended June 30, 2012 decreased to 3.8%, as a percentage of consolidated revenues, compared to 4.2% in the corresponding 2011 period.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting standards generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

We consider the policies discussed below to be critical to an understanding of our financial statements because their application places the most significant demands on our judgment. Therefore, it should be noted that financial reporting results rely on estimating the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies and estimates are described in the following paragraphs. For these estimates, we caution that future events rarely develop exactly as forecasted, and the best estimates routinely require adjustment. Any such adjustments or revisions to estimates could result in material differences to previously reported amounts.

 

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The policies discussed below are not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting standards generally accepted in the United States, with no need for our judgment in their application. There are also areas in which our judgment in selecting another available alternative would not produce a materially different result. See our audited consolidated financial statements and notes thereto which are included in our Annual Report on Form 10-K for the year ended December 31, 2011, which contain accounting policies and estimates and other disclosures required by accounting principles generally accepted in the United States.

Allowance for Doubtful Accounts

The Allowance for Doubtful Accounts (the “Allowance”) is established as losses are estimated to have occurred through a provision for bad debts charged to earnings. The Allowance is evaluated based on our periodic review of accounts and notes receivable and is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

We have had varying collection experience with respect to our accounts and notes receivable. When contractual terms are not met, we generally encounter difficulty in collecting amounts due from certain of our clients. Therefore, we sometimes have been required to extend the period of payment for certain clients beyond contractual terms. These clients include those who have terminated service agreements and slow payers experiencing financial difficulties. In making credit evaluations, we analyze and anticipate, where possible, the specific cases described above and consider the general collection risks associated with trends in the long-term care industry. We also establish credit limits, perform ongoing credit evaluations, and monitor accounts to minimize the risk of loss.

In accordance with the risk of extending credit, we regularly evaluate our accounts and notes receivable for impairment or loss of value and when appropriate, will provide in our Allowance for such receivables. We generally follow a policy of reserving for receivables due from clients in bankruptcy, clients with which we are in litigation for collection and other slow paying clients. The reserve is based upon our estimates of ultimate collectability. Correspondingly, once our recovery of a receivable is typically determined through litigation, bankruptcy proceedings or negotiation to be less than the recorded amount on our balance sheet, we will charge-off the applicable amount to the Allowance.

Our methodology for the Allowance is based upon a risk-based evaluation of accounts and notes receivable associated with a client’s ability to make payments. Such Allowance generally consists of an initial amount established based upon criteria generally applied if and when a client account files bankruptcy, is placed for collection/litigation and/or is considered to be pending collection/litigation. The initial Allowance is adjusted either higher or lower when additional information is available to permit a more accurate estimate of the collectability of an account.

Summarized below for the six month period ended June 30, 2012 and year ended December 31, 2011 are the aggregate account balances for the six Allowance criteria noted above, net write-offs of client accounts, bad debt provision and allowance for doubtful accounts.

 

Period Ended

   Aggregate Account
of Balances of Clients
in Bankruptcy or  in/or
Pending Collection/
Litigation
     Net Write-offs of
Client Accounts
     Bad Debt
Provision
     Allowance  for
Doubtful
Accounts
 

June 30, 2012

   $ 7,787,000       $ 815,000       $ 1,350,000       $ 5,041,000   

December 31, 2011

     7,784,000         2,013,000         2,450,000         4,506,000   

At June 30, 2012, we identified accounts totaling $7,787,000 that require an Allowance based on potential impairment or loss of value. An Allowance totaling $5,041,000 was provided for these accounts at such date. Actual collections of these accounts could differ from that which we currently estimate. If our actual collection experience is 5% less than our estimate, the related increase to our Allowance would decrease net income by $57,000.

 

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Notwithstanding our efforts to minimize credit risk exposure, our clients could be adversely affected if future industry trends, as more fully discussed under Liquidity and Capital Resources below, and as further described in our 2011 Annual Report on Form 10-K in Part I Item 1A under “Risk Factors”, and Part 1 Item 1 under “Government Regulation of Clients” and “Service Agreements/Collections”, change in such a manner as to negatively impact the cash flows of our clients. If our clients experience a negative impact in their cash flows, it would have a material adverse effect on our results of operations and financial condition.

Accrued Insurance Claims

We currently have a Paid Loss Retrospective Insurance Plan for general liability and workers’ compensation insurance, which comprise approximately 23% of our liabilities at June 30, 2012. Our accounting for this plan is affected by various uncertainties because we must make assumptions and apply judgment to estimate the ultimate cost to settle reported claims and claims incurred but not reported as of the balance sheet date. We address these uncertainties by regularly evaluating our claims’ pay-out experience, present value factor and other factors related to the nature of specific claims in arriving at the basis for our accrued insurance claims estimate. Our evaluations are based primarily on current information derived from reviewing our claims experience and industry trends. In the event that our claims experience and/or industry trends result in an unfavorable change resulting from, among other factors, the severity levels of reported claims and medical cost inflation, as compared to historical claim trends, it would have an adverse effect on our results of operations and financial condition. Under these plans, predetermined loss limits are arranged with an insurance company to limit both our per-occurrence cash outlay and annual insurance plan cost.

For workers’ compensation, we record a reserve based on the present value of estimated future cost of claims and related expenses that have been reported but not settled, including an estimate of claims incurred but not reported that are developed as a result of a review of our historical data and open claims. The present value of the payout is determined by applying an 8% discount factor against the estimated value of the claims over the estimated remaining pay-out period. Reducing the discount factor by 1% would reduce net income by approximately $42,000. Additionally, reducing the estimated payout period by six months would result in an approximate $102,000 reduction in net income.

For general liability, we record a reserve for the estimated ultimate amounts to be paid for known claims. The estimated ultimate reserve amount recorded is derived from the estimated claim reserves provided by our insurance carrier reduced by an historical experience factor.

Asset Valuations and Review for Potential Impairment

We review our fixed assets, goodwill and other intangible assets at least annually or whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. This review requires that we make assumptions regarding the value of these assets and the changes in circumstances that would affect the carrying value of these assets. If such analysis indicates that a possible impairment may exist, we are then required to estimate the fair value of the asset and, as deemed appropriate, expense all or a portion of the asset. The determination of fair value includes numerous uncertainties, such as the impact of competition on future value. We believe that we have made reasonable estimates and judgments in determining whether our long-term assets have been impaired; however, if there is a material change in the assumptions used in our determination of fair value or if there is a material change in economic conditions or circumstances influencing fair value, we could be required to recognize certain impairment charges in the future. As a result of our most recent reviews, no changes in asset values were required.

Income Taxes

Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is established when necessary based on the weight of available evidence, if it is considered more likely than not that all or some portion of the deferred tax assets will not be realized. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.

We are subject to income taxes in the United States and numerous state and local jurisdictions. The determination of the income tax provision is an inherently complex process, requiring management to interpret continually changing regulations and to make certain significant judgments. Our assumptions, judgments and estimates relative to the amount of deferred income taxes take into account scheduled reversals of deferred tax liabilities, recent financial operations, estimates of the amount of future taxable income and available tax planning strategies. Actual operating results in future years could render our current assumptions, judgments and estimates inaccurate. No assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in the Company’s historical income tax provisions and accruals. The Company adjusts these items in light of changing facts and circumstances. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences could have a material effect on the income tax provisions or benefits in the periods in which such determinations are made.

 

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Liquidity and Capital Resources

At June 30, 2012, we had cash and cash equivalents, and marketable securities of $76,997,000 and working capital of $190,886,000 compared to December 31, 2011 cash and cash equivalents, and marketable securities of $69,976,000 and working capital of $186,734,000. We view our cash and cash equivalents, and marketable securities as our principal measure of liquidity. Our current ratio at June 30, 2012 decreased to 4.2 to 1 compared to 5.1 to 1 at December 31, 2011. This decrease resulted primarily from the increase in our accounts payable and income taxes payable which were primarily offset by the increase in cash and cash equivalents and marketable securities and prepaid expenses and other current assets. On an historical basis, our operations have generally produced consistent cash flow and have required limited capital resources. We believe our current and near term cash flow positions will enable us to fund our continued anticipated growth.

Operating Activities

The net cash provided by our operating activities was $27,382,000 for the six month period ended June 30, 2012. The principal sources of net cash flows from operating activities for the six month period ended June 30, 2012 were net income, and non-cash charges to operations for bad debt provisions, depreciation and amortization. Additionally, operating activities’ cash flows increased by $20,880,000 as a result of the increase in accounts payable and other accrued expenses, accrued insurance claims, accrued payroll and related payroll taxes, deferred compensation liability and the decrease in prepaid income taxes for the six month period. These operating cash inflows were offset primarily by the cash outflow of $15,505,000 related to the increase in the total accounts and notes receivables, inventories and supplies and prepaid expenses primarily due to the revenue growth experienced in this period along with the increase in the deferred compensation funding.

Investing Activities

Our principal source of cash in investing activities for the six month period ended June 30, 2012 was $9,422,000 from the net sales less purchases of marketable securities. The net sales of marketable securities were used to increase the Company’s available cash to support the increased business in the fourth quarter of 2011 and the six months ended June 30, 2012. Additionally, we expended $1,825,000 for the purchase of housekeeping equipment, computer software and equipment, and laundry equipment installations. Under our current plans, which are subject to revision upon further review, it is our intention to spend an aggregate of $2,000,000 to $3,000,000 during the remainder of 2012 for such capital expenditures.

Financing Activities

During the six month period ended June 30, 2012, we paid regular quarterly cash dividends approximating $21,803,000 as follows:

 

     Quarter ended  
     March 31, 2012      June 30, 2012  

Cash dividend per common share

   $ .16125       $ .16250   

Total cash dividends paid

   $ 10,847,000       $ 10,956,000   

Record date

     February 24         April 27   

Payment date

     March 26         May 18   

On July 10, 2012, our Board of Directors declared a regular cash dividend of $.16375 per common share to be paid on August 24, 2012 to shareholders of record as of July 27, 2012.

Operating cash flows exceeded dividend payments for the six months ended June 30, 2012. Our Board of Directors reviews our dividend policy on a quarterly basis. Although there can be no assurance that we will continue to pay dividends or the amount of the dividend, we expect to continue to pay a regular quarterly cash dividend. In connection with the establishment of our dividend policy, we adopted a Dividend Reinvestment Plan in 2003.

 

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During the six months ended 2012, we received proceeds of $2,664,000 from the exercise of stock options by employees. Additionally, as a result of deductions derived from the stock option exercises, we recognized an income tax benefit of $1,051,000.

Line of Credit

We have a $57,000,000 bank line of credit on which we may draw to meet short-term liquidity requirements in excess of internally generated cash flow. Amounts drawn under the line of credit are payable upon demand. At June 30, 2012, there were no borrowings under the line. However, at such date, we had outstanding a $40,420,000 irrevocable standby letter of credit which relate to payment obligations under our insurance programs. As a result of the letter of credit issued, the amount available under the line of credit was reduced by $40,420,000 at June 30, 2012.

The line of credit requires us to satisfy two financial covenants on a quarterly basis. Such covenants, and their respective status at June 30, 2012, were as follows:

 

Covenant Description and Requirement

   Status at June 30, 2012  

Commitment coverage ratio: cash and cash equivalents plus marketable securities must equal or exceed outstanding obligations under the line by a multiple of 1.25

     1.90   

Tangible net worth: must exceed $159,078,000

   $ 198,814,000   

As noted above, we complied with the financial covenants at June 30, 2012 and expect to continue to remain in compliance with such financial covenants. This line of credit expires on June 30, 2013. We believe the line of credit will be renewed at that time.

Accounts and Notes Receivable

We expend considerable effort to collect the amounts due for our services on the terms agreed upon with our clients. Many of our clients participate in programs funded by federal and state governmental agencies which historically have encountered delays in making payments to its program participants. Congress has enacted a number of laws during the past decade that have significantly altered, or may alter, overall government reimbursement for nursing home services. Because our clients’ revenues are generally dependent on Medicare and Medicaid reimbursement funding rates and mechanisms, the overall effect of these laws and trends in the long term care industry have affected and could adversely affect the liquidity of our clients, resulting in their inability to make payments to us on agreed upon payment terms. These factors, in addition to delays in payments from clients, have resulted in and could continue to result in significant additional bad debts in the near future. Whenever possible, when a client falls behind in making agreed-upon payments, we convert 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 our ability to collect the amounts due. At June 30, 2012 and December 31, 2011, we had $8,437,000 and $6,693,000, net of reserves, respectively, of such promissory notes outstanding. Additionally, we consider restructuring service agreements from full service to management-only service in the case of certain clients experiencing financial difficulties. We believe that such restructurings may provide us with a means to maintain a relationship with the client while at the same time minimizing collection exposure.

As a result of the current economic crisis, many states have significant budget deficits. State Medicaid programs are experiencing increased demand, and with lower revenues than projected, they have fewer resources to support their Medicaid programs. In addition, in March 2010, comprehensive health care reform legislation was signed into law. The Act will significantly impact the governmental healthcare programs our clients participate in, and reimbursements received there under from governmental or third-party payors. Furthermore, in the coming year, new proposals or additional changes in existing regulations could be made under the Act which could directly impact the governmental reimbursement programs in which our clients participate. As a result, some state Medicaid programs are reconsidering previously approved increases in nursing home reimbursement or are considering delaying those increases. A few states have indicated they may run out of cash to pay Medicaid providers, including nursing homes. In addition, certain state governors have recently stated that they will reject Federal Medicaid assistance under the Act. Any negative changes in our clients’ reimbursements would negatively impact our results of operations. Although we are currently evaluating the Act’s effect on our client base, we may not know the full effect until such a time as these laws are fully implemented and the Centers for Medicare and Medicaid Services and other agencies issue applicable regulations or guidance.

 

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We have had varying collection experience with respect to our accounts and notes receivable. When contractual terms are not met, we generally encounter difficulty in collecting amounts due from certain of our clients. Therefore, we have sometimes been required to extend the period of payment for certain clients beyond contractual terms. These clients include 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, we have recorded bad debt provisions (in an Allowance for Doubtful Accounts) of $1,350,000 and $1,500,000 for the six months ended June 30, 2012 and 2011, respectively. These provisions represent approximately .3% and .4% as a percentage of total revenues for such respective periods. In making our credit evaluations, in addition to analyzing and anticipating, where possible, the specific cases described above, we consider the general collection risk associated with trends in the long-term care industry. We also establish credit limits, perform ongoing credit evaluation and monitor accounts to minimize the risk of loss. Notwithstanding our efforts to minimize credit risk exposure, our clients could be adversely affected if future industry trends change in such a manner as to negatively impact their cash flows. If our clients experience a negative impact in their cash flows, it would have a material adverse effect on our results of operations and financial condition.

At June 30, 2012, amounts due from our Major Client represented less than 1% of our accounts receivable balance. If such client changes its payment terms, it would increase our accounts receivable balance and have a material adverse effect on our cash flows and cash and cash equivalents.

Insurance Programs

We self-insure or carry a high deductible, and therefore retain a substantial portion of the risk associated with the expected losses under our general liability and workers compensation programs. Under our insurance plans for general liability and workers’ compensation, predetermined loss limits are arranged with our insurance company to limit both our per occurrence cash outlay and annual insurance plan cost.

For workers’ compensation, we record 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 our historical data and open claims. The present value of the payout is determined by applying an 8% discount factor against the estimated value of the claims over the estimated remaining pay-out period.

For general liability, we record a reserve for the estimated ultimate amounts to be paid for known claims. The estimated ultimate reserve amount recorded is derived from the estimated claim reserves provided by our insurance carrier reduced by an historical experience factor.

We regularly evaluate our claims’ pay-out experience, present value factor and other factors related to the nature of specific claims in arriving at the basis for our accrued insurance claims’ estimate. Our evaluation is based primarily on current information derived from reviewing our claims experience and industry trends. In the event that our claims experience and/or industry trends result in an unfavorable change, it would have an adverse effect on our consolidated results of operations, financial condition and cash flows.

Capital Expenditures

The level of capital expenditures is generally dependent on the number of new clients obtained. Such capital expenditures primarily consist of housekeeping equipment purchases, laundry and linen equipment installations, and computer hardware and software. Although we have no specific material commitments for capital expenditures through the end of calendar year 2012, we estimate that for the remainder of 2012 we will have capital expenditures of approximately $2,000,000 to $3,000,000 in connection with housekeeping equipment purchases and laundry and linen equipment installations in our clients’ facilities, as well as expenditures relating to internal data processing hardware and software requirements. We believe that our cash from operations, existing cash and cash equivalents balance and credit line will be adequate for the foreseeable future to satisfy the needs of our operations and to fund our anticipated growth. However, should these sources not be sufficient, we would seek to obtain necessary working capital from such sources as long-term debt or equity financing.

 

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Material Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements, other than our irrevocable standby letter of credit previously discussed.

Effects of Inflation

Although there can be no assurance thereof, we believe that in most instances we will be able to recover increases in costs attributable to inflation by passing through such cost increases to our clients.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

At June 30, 2012 and December 31, 2011, we had $76,997,000 and $69,976,000, respectively, in cash, cash equivalents and marketable securities. In accordance with U.S. GAAP, the fair value of all of our cash, cash equivalents and marketable securities is determined based on “Level 1” or “Level 2” inputs, which consist of quoted prices whose value is based upon quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. We place our cash investments in instruments that meet credit quality standards, as specified in our investment policy guidelines.

Investments in both fixed rate and floating rate investments carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to an increase in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or if there is a decline in the fair value of our investments.

 

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”), such as this Form 10-Q, is reported in accordance with Securities and Exchange Commission (“SEC”) rules. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on their evaluation as of June 30, 2012, pursuant to Exchange Act Rule 13a-15(b), our management, including our Chief Executive Officer and Chief Financial Officer, believe our disclosure controls and procedures (as defined in Exchange Act 13a-15(e) are effective.

In connection with the evaluation pursuant to Exchange Act Rule 13a-15(d) of our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) by our management, including our Chief Executive Officer and Chief Financial Officer, no changes during the quarter ended June 30, 2012, were identified that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Certifications

Certifications of the Principal Executive Officer and Principal Financial Officer regarding, among other items, disclosure controls and procedures are included as exhibits to this Form 10-Q.

 

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PART II. OTHER INFORMATION

 

ITEM 1. Legal Proceedings.

Not Applicable

 

ITEM 1A. Risk Factors

There has been no material change in the risk factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011.

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

 

ITEM 3. Defaults under Senior Securities.

Not Applicable

 

ITEM 4. Mine Safety Disclosures

Not Applicable

 

ITEM 5. Other Information.

None

 

ITEM 6. Exhibits

 

  a) Exhibits -

 

10.1    2012 Equity Incentive Plan
31.1    Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.2    Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
EX-101    XBRL Instance Document
EX-101    XBRL Taxonomy Extension Schema Document
EX-101    XBRL Taxonomy Calculation Linkbase Document
EX-101    XBRL Taxonomy Extension Definition Linkbase Document
EX-101    XBRL Taxonomy Labels Linkbase Document
EX-101    XBRL Taxonomy Presentation Linkbase Document

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    HEALTHCARE SERVICES GROUP, INC.
July 27, 2012    

/s/ Daniel P. McCartney

Date     DANIEL P. McCARTNEY,
   

Chief Executive Officer

(Principal Executive Officer)

July 27, 2012    

/s/ John C. Shea

Date     JOHN C. SHEA,
   

Chief Financial Officer and Secretary

(Principal Financial Officer)

 

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