================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 30, 2002 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 (IRS Employer Identification incorporation or organization) number) 3220 Tillman Drive, Suite 300, Bensalem PA 19020 ------------------------------------------------ (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: 215-639-4274 ------------ Indicate 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 past 90 days. YES X NO ------ ------- Number of shares of common stock, issued and outstanding as of October 18, 2002 is 11,413,155 Total of 24 Pages INDEX ----- PART I. FINANCIAL INFORMATION PAGE NO. --------------------- -------- Consolidated Balance Sheets as of 2 September 30, 2002 and December 31, 2001 Consolidated Statements of Income for the Three Months ended 3 September 30, 2002 and 2001 Consolidated Statements of Income for the Nine Months ended 4 September 30, 2002 and 2001 Consolidated Statements of Cash Flows for the Nine Months 5 ended September 30, 2002 and 2001 Notes To Consolidated Financial Statements 6 - 11 Management's Discussion and Analysis of Financial Condition 12 - 18 and Results Of Operations Part II. Other Information 19 ----------------- Exhibits - Certifications 20 - 23 Signatures 24 Healthcare Services Group, Inc. Consolidated Balance Sheets (Unaudited) September 30, December 31, 2002 2001 ----------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 42,293,113 $ 34,259,334 Accounts and notes receivable, less allowance for doubtful accounts of $9,338,000 in 2002 and $6,936,000 in 2001 51,511,131 54,076,007 Prepaid income taxes 8,188 Inventories and supplies 8,294,469 7,944,199 Deferred income taxes 3,686,231 2,162,845 Prepaid expenses and other 2,396,706 2,156,871 ------------ ------------ Total current assets 108,181,650 100,607,444 PROPERTY AND EQUIPMENT: Laundry and linen equipment installations 6,841,763 6,872,513 Housekeeping and office equipment 11,316,790 10,570,888 Autos and trucks 85,489 57,321 ------------ ------------ 18,244,042 17,500,722 Less accumulated depreciation 13,719,102 12,738,533 ------------ ------------ 4,524,940 4,762,189 COST IN EXCESS OF FAIR VALUE OF NET ASSETS ACQUIRED less accumulated amortization of $1,743,155 in 2002 and 2001 1,612,322 1,612,322 DEFERRED INCOME TAXES 2,222,458 1,523,144 OTHER NONCURRENT ASSETS 11,601,105 12,285,398 ------------ ------------ $128,142,475 $120,790,497 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 6,647,710 $ 6,439,609 Accrued payroll, accrued and withheld payroll taxes 6,144,510 9,705,000 Income taxes payable 937,250 Other accrued expenses 188,655 199,635 Accrued insurance claims 1,434,689 1,155,655 ------------ ------------ Total current liabilities 15,352,814 17,499,899 ACCRUED INSURANCE CLAIMS 5,397,162 4,347,464 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, $.01 par value: 30,000,000 shares authorized, 11,603,555 shares issued in 2002 and 11,337,719 in 2001 116,036 113,377 Additional paid in capital 29,593,535 27,240,496 Retained earnings 79,611,898 73,176,074 Common stock in treasury, at cost 291,200 shares in 2002 and 262,500 shares in 2001 (1,928,970) (1,586,813) ------------ ------------ Total stockholders' equity 107,392,499 98,943,134 ------------ ------------ $128,142,475 $120,790,497 ============ ============ See accompanying notes. Healthcare Services Group, Inc. Consolidated Income Statements (Unaudited) For the Three Months Ended September 30, 2002 2001 -------------------------------- Revenues $ 83,044,730 $ 72,500,363 Operating costs and expenses: Costs of services provided 73,012,961 64,157,195 Selling, general and administrative 6,494,315 5,610,918 Other Income: Interest Income 117,132 280,132 ------------ ------------ Income before income taxes 3,654,586 3,012,382 Income taxes 1,444,000 1,175,400 ------------ ------------ Net Income $ 2,210,586 $ 1,836,982 ============ ============ Earnings per share of common stock: Basic earnings per common share $ 0.20 $ 0.17 ============ ============ Diluted earnings per common share $ 0.19 $ 0.17 ============ ============ For the Nine Months Ended September 30, 2002 2001 -------------------------------- Revenues $244,043,351 $208,393,882 Operating costs and expenses: Costs of services provided 215,310,120 184,642,038 Selling, general and administrative 18,593,605 16,117,233 Other Income: Interest Income 500,198 844,622 ------------ ------------ Income before income taxes 10,639,824 8,479,233 Income taxes 4,204,000 3,308,000 ------------ ------------ Net Income $ 6,435,824 $ 5,171,233 ============ ============ Earnings per share of common stock: Basic earnings per common share $ 0.57 $ 0.47 ============ ============ Diluted earnings per common share $ 0.55 $ 0.47 ============ ============ See accompanying notes Healthcare Services Group, Inc. Consolidated Cash Flow For the Nine Months Ended September 30, -------------------------------- 2002 2001 ----------- ------------ Cash flows from operating activities: Net Income $ 6,435,824 $ 5,171,233 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,533,881 1,665,854 Bad debt provision 4,950,000 3,350,000 Deferred income tax benefits (2,222,700) (1,073,500) Tax benefit of stock option transactions 509,295 64,261 Unrealized loss on SERP investments 77,088 42,376 Changes in operating assets and liabilities: Accounts and notes receivable (2,385,124) (3,404,641) Prepaid income taxes 8,188 704,090 Inventories and supplies (350,270) 491,476 Changes to long term notes receivable 1,127,433 (492,278) Accounts payable and other accrued expenses 197,122 (436,483) Accrued payroll, accrued and withheld payroll taxes (3,430,840) (2,868,973) Accrued insurance claims 1,328,731 1,510,739 Income taxes payable 937,250 Prepaid expenses and other assets (760,065) (163,386) ------------ ------------ Net cash provided by operating activities 7,955,813 4,560,768 ------------ ------------ Cash flows from investing activities: Disposals of fixed assets 74,406 178,470 Additions to property and equipment (1,371,038) (1,456,886) ------------ ------------ Net cash used in investing activities (1,296,632) (1,278,416) ------------ ------------ Cash flows from financing activities: Purchase of treasury stock (342,157) (824,938) Proceeds from the exercise of stock options 1,716,755 391,163 ------------ ------------ Net cash provided by (used in) financing activities 1,374,598 (433,775) ------------ ------------ Net increase in cash and cash equivalents 8,033,779 2,848,577 Cash and cash equivalents at beginning of the year 34,259,334 22,841,618 ------------ ------------ Cash and cash equivalents at end of the period $ 42,293,113 $ 25,690,195 ============ ============ Supplementary Cash Flow Information: Issuance of 23,926 and 38,753 shares of Common Stock in 2002 and 2001, respectively pursuant to Employee Stock Purchase Plan $ 129,649 $ 209,993 ============ ============ See accompanying notes 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 generally accepted accounting principles for complete financial statements. However, in the opinion of the Company, 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, 2001 has been derived from, and does not include, all the disclosures contained in the financial statements for the year ended December 31, 2001. The financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001. The results of operations for the quarters and nine month periods ended September 30, 2002 and 2001 are not necessarily indicative of the results that may be expected for the full fiscal year. Note 2 - Other Contingencies The Company has an $18,000,000 bank line of credit under which it may draw to meet short-term liquidity requirements or for other purposes, that expires on September 30, 2003. The Company expects the line to be renewed at that time. Amounts drawn under the line are payable upon demand. At September 30, 2002, there were no borrowings under the line. However, at such date, the Company had outstanding $14,500,000 of irrevocable standby letters of credit, which relate to payment obligations under the Company's insurance program. As a result of the letters of credit issued, the amount available under the line was reduced by $14,500,000 at September 30, 2002. The Company is also involved in miscellaneous claims and litigation arising in the ordinary course of business. The Company believes that these matters, taken individually or in the aggregate, would not have a material adverse impact on the Company's financial position or results of operations. The Balance Budget Act of 1997 ("BBA") changed Medicare policy in a number of ways, most notably the phasing in, effective July 1, 1998, of a Medicare Prospective Payment System ("PPS") for skilled nursing facilities which significantly changed the reimbursement procedures and the amounts of reimbursement they receive. Many of the Company's clients' revenues are highly contingent on Medicare and Medicaid reimbursement funding rates. Therefore, they have been and continue to be adversely affected by changes in applicable laws and regulations, as well as other trends in the long-term care industry. This has resulted in certain of the Company's clients filing for bankruptcy protection. Others may follow. Since the passage of the BBA, Congress has passed additional legislation, principally the Balanced Budget Refinement Act of 1999 ("BBRA") and the Benefit Improvement and Protection Act of 2000 ("BIPA"). These enactments were intended primarily to mitigate, temporarily, the reduction in reimbursement for skilled nursing facilities under the Medicare PPS. In total, four add-on payments were established by the enactments to offset the impact of PPS. On April 23, 2002, the Center for Medicare and Medicaid Services ("CMS") announced that it would delay implementation of any refinements to the scope of two of the add-on payments enacted pursuant to the BBRA and BIPA, thereby extending the related add-ons to at least September 30, 2003. The other two add-on payment provisions expired on September 30, 2002. The Senate introduced legislation during the first week of October 2002 which included a partial reinstatement of the add-on payment provision limited to the nursing component of the Medicare rate. This legislative proposal would provide for certain increases annually beginning in 2003 through 2005. There can be no assurance as to whether this proposal will be adopted. Any decisions by the government to discontinue or adversely modify legislation relating to reimbursement funding rates will have a material adverse affect on the Company's clients' revenues. 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. At September 30, 2002, the Company has receivables of approximately $4,000,000 ($1,500,000, net of reserves) from a client group currently Debtors in Chapter 11 bankruptcy proceedings. The Company expects the client group will file bankruptcy plans sometime during 2003. If the amount collected is materially less than $1,500,000, it could adversely affect the Company's results of operations and financial condition. Note 3 - Segment Information The Company manages and evaluates its operations in two reportable operating segments. The two operating segments are housekeeping, laundry, linen and other services, and food service. 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 segments' services. Prior to December 31, 2001, food service was not deemed a reportable operating segment as its revenues did not meet the quantitative threshold of FASB SFAS 131 ( Disclosure about Segments of an Enterprise and Other Related information). The Company considers the various services provided within the housekeeping, laundry, linen and other services' segment to be one reportable operating segment since such services are rendered pursuant to a single service agreement and the delivery of such services is managed by the same management personnel. Differences between the reportable segments' operating results and other disclosed data, and the Company's consolidated financial statements relate primarily to corporate level transactions, as well as transactions between reportable operating segments and the Company's warehousing and distribution subsidiary. The subsidiary's transactions with reportable segments are immaterial and are made on a basis intended to reflect the fair market value of the goods transferred. Segment amounts disclosed are prior to any elimination entries made in consolidation. During the quarter ended September 30, 2002, the Company refined its method of allocating divisional overhead to its two reportable operating segments. The revised allocation is based on a relationship using the number of facilities serviced by the respective segments as opposed to the previous method which utilized a gross segment revenue relationship. Such revision increased income before income taxes in the food services' segment by $275,319 and $53,462, respectively for the three and nine month periods ended September 30, 2002. Correspondingly, the Company's housekeeping, laundry, linen and other services' segment's income before income taxes was decreased by the same amounts for the respective 2002 periods. The housekeeping, laundry, linen and other services' segment of the Company does provide 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. Housekeeping, laundry, linen and other Food Corporate and services services eliminations Total -------- -------- ------------ ----- Quarter Ended Sept 30, 2002 - --------------------------- Revenues $ 70,182,650 $ 13,639,456 $ (777,376) $ 83,044,730 Income before income taxes $ 5,489,371 $ 230,809 $ (2,065,594)(1) $ 3,654,586 Quarter Ended Sept 30, 2001 - --------------------------- Revenues $ 62,279,676 $ 10,747,998 $ (527,311) $ 72,500,363 Income before income taxes $ 3,991,544 $ 554,437 $ (1,533,599)(1) $ 3,012,382 Nine Months Ended Sept 30, 2002 - ------------------------------- Revenues $206,571,578 $ 37,679,260 $ (207,487) $244,043,351 Income before income taxes $ 16,826,225 $ 1,071,799 $ (7,258,200)(1) $ 10,639,824 Nine Months Ended Sept 30, 2001 - ------------------------------- Revenues $179,230,471 $ 29,175,949 $ (12,538) $208,393,882 Income before income taxes $ 13,022,657 $ 1,434,849 $ (5,978,273)(1) $ 8,479,233 (1) represents primarily corporate office cost and related overhead, as well as certain operating expenses that are not allocated to the service operating segments. The Company earned revenue in the following service categories: For the quarter ended September 30, ----------------------------------- 2002 2001 ---- ---- Housekeeping services $49,414,525 $43,306,942 Laundry and linen services 19,924,367 17,866,018 Maintenance services and Other 281,718 761,380 Food Services 13,424,120 10,566,023 ----------- ----------- $83,044,730 $72,500,363 =========== =========== For the nine months ended September 30, --------------------------------------- 2002 2001 ---- ---- Housekeeping services $146,421,798 $125,594,493 Laundry and linen services 58,994,287 51,599,357 Maintenance services and Other 1,308,049 2,218,478 Food Services 37,319,217 28,981,554 ------------ ------------ $244,043,351 $208,393,882 ============ ============ The Company has one client which, for the nine months ended September 30, 2002 and 2001 accounted for approximately 16% and 13%, respectively of consolidated revenues. With respect to such client, the Company derived revenues from both operating segments. Note 4 - Earnings Per Common Share A reconciliation of the numerator and denominator of basic and diluted earnings per common share is as follows: Quarter Ended September 30, 2002 -------------------------------- Income Shares Per-share (Numerator) (Denominator) Amount ----------- ------------- ------ Net income $ 2,210,586 =========== Basic earnings per common share $ 2,210,586 11,317,662 $ .20 Effect of dilutive securities: Options 528,232 (.01) ----------- ---------- ------- Diluted earnings per common share $ 2,210,586 11,845,894 $ .19 =========== ========== ======= Quarter Ended September 30, 2001 -------------------------------- Income Shares Per-share (Numerator) (Denominator) Amount ----------- ------------- ------ Net income $1,836,982 ========== Basic earnings per common share $1,836,982 10,916,889 $ .17 Effect of dilutive securities: Options 207,370 ---------- ---------- ------- Diluted earnings per Common share $1,836,982 11,124,259 $ .17 ========== ========== ======= Nine Months Ended September 30, 2002 ------------------------------------ Income Shares Per-share (Numerator) (Denominator) Amount ----------- ------------- ------ Net income $ 6,435,824 =========== Basic earnings per common share $ 6,435,824 11,237,560 $ .57 Effect of dilutive securities: Options 508,763 (.02) ----------- ---------- ------- Diluted earnings per Common share $ 6,435,824 11,746,323 $ .55 =========== ========== ======= Nine Months Ended September 30, 2001 ------------------------------------ Income Shares Per-share (Numerator) (Denominator) Amount ----------- ------------- ------ Net income $5,171,233 ========== Basic earnings per common share $5,171,233 10,916,253 $ .47 Effect of dilutive securities: Options 106,749 ---------- ---------- ------- Diluted earnings per Common share $5,171,233 11,023,002 $ .47 ========== ========== ======= Options to purchase approximately 359,401 and 743,277 shares of common stock at an average exercise price of $8.71 and $8.12 per common share for the quarter and nine month period ended September 30, 2001, respectively, were outstanding but not included in the computation of diluted earnings per common share because the options' exercise prices were greater than the average market value of the common shares. For the quarter and nine month period ended September 30, 2002, no outstanding options were excluded in the computation of diluted earnings per common share, as none have an exercise price in excess of the average market value of the Company's Common Stock. Note 5 - Effect of Recently Issued Accounting Pronouncements Business Combinations and Intangible Assets - Accounting for Goodwill --------------------------------------------------------------------- As of January 1, 2002, the Company has adopted SFAS 142, "Goodwill and Other Intangible Assets", which eliminated the amortization of purchased goodwill. Upon adoption of SFAS No. 142, the Company performed an impairment test of its goodwill (amounting to $1,612,322 at January 1, 2002) and determined that no impairment of the recorded goodwill existed. Under SFAS No. 142, goodwill will be tested for impairment at least annually and more frequently if an event occurs which indicates the goodwill may be impaired. The following table presents a reconciliation of net income and earnings per share amounts, as reported in the financial statements, to those amounts adjusted for goodwill and intangible asset amortization determined in accordance with SFAS 142. For the Quarter Ended September 30, ----------------------------------- 2002 2001 ---- ---- Reported net income $2,210,586 $1,836,982 Addback: goodwill amortization - 26,906 ---------- ---------- Adjusted net income $2,210,586 $1,863,888 ========== ========== Basic earnings per Common share: Reported net income $ .20 $ .17 Goodwill amortization - - ---------- ---------- Adjusted net income $ .20 $ .17 ========== ========== Diluted earnings per Common share: Reported net income $ .19 $ .17 Goodwill amortization - - ---------- ---------- Adjusted net income $ .19 $ .17 ========== ========== For the Nine Months Ended September 30, --------------------------------------- 2002 2001 ---- ---- Reported net income $6,435,824 $5,171,233 Addback: goodwill amortization - 80,717 ---------- ---------- Adjusted net income $6,435,824 $5,251,950 ========== ========== Basic earnings per common share: Reported net income $ .57 $ .47 Goodwill amortization - .01 ---------- ---------- Adjusted net income $ .57 $ .48 ========== ========== Diluted earnings per common share: Reported net income $ .55 $ .47 Goodwill amortization - .01 ---------- ---------- Adjusted net income $ .55 $ .48 ========== ========== Accounting for the Impairment or Disposal of Long-lived Assets -------------------------------------------------------------- As of January 1, 2002 the Company has adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets which supersedes SFAS No. 121, Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed Of. The adoption of SFAS No. 144 had no effect on the Company. Accounting for Costs Associated with Exit or Disposal Activities ---------------------------------------------------------------- In July 2002, The Financial Accounting Standards Board ("FASB") issued Statement 146 Accounting for Costs Associated with Exit or Disposal Activities ("SFAS 146"). SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". The principal difference between SFAS 146 and Issue 94-3 relates to its requirements for recognition of a liability for a cost associated with an exit or disposal activity. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost as defined in Issue 94-3 was recognized at the date of an entity's commitment to an exit plan. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. The Company has determined this new standard will have no effect on its results of operations or financial condition. PART I. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, the percentage which certain items bear to revenues: Relation to Total Revenues -------------------------- For the Quarter Ended Sept 30, Nine Months Ended Sept 30, ------------------------------ -------------------------- 2002 2001 2002 2001 ---- ---- ---- ---- Revenues 100.0% 100.0% 100.0% 100.0% Operating costs and expenses: Costs of services provided 87.9 88.5 88.2 88.6 Selling, general and Administration 7.8 7.7 7.6 7.7 Interest income .1 .4 .2 .4 ----- ----- ----- ----- Income before income taxes 4.4 4.2 4.4 4.1 Income taxes 1.7 1.6 1.7 1.6 ----- ----- ----- ----- Net income 2.7% 2.6% 2.7% 2.5% ===== ===== ===== ===== Revenues for the quarter and nine month period ended September 30, 2002 increased approximately 15% and 17%, respectively as compared to the corresponding 2001 periods. The growth in revenues in each period is a result of a net increase in service agreements entered into with new clients, as well as providing additional services to existing clients. Additionally, in the third quarter and nine month period, approximately 73% and 77%, respectively of the revenue growth resulted by the Company's housekeeping, laundry and linen, and other services provided. The remaining approximately 27% third quarter's, and the 23% nine month period's revenue growth generated from the Company's food service division. The Company believes that in 2002 both housekeeping, laundry, linen and other services, and food services' revenues, as a percentage of total revenues, will remain approximately the same as their respective 2001 percentages. The Company has one client which for the nine month periods ended September 30, 2002 and 2001 accounted for approximately 16% and 13%, respectively of consolidated revenues. With respect to such client, the Company derived revenues from both operating segments. Cost of services provided as a percentage of revenues decreased to 87.9% for the third quarter of 2002 from 88.5 % in the corresponding 2001 quarter. The primary factors affecting specific variations in the 2002 third quarter's cost of services provided as a percentage of revenue and its affect on the respective .6% decrease are as follows: a decrease of .9% in labor costs, which is primarily a result of efficiencies achieved in managing the housekeeping, laundry, linen and other services' segment labor; a decrease of ..4% in workers' compensation insurance. Offsetting these decreases were increases of .7% in bad debt expense and .5% in the cost of supplies consumed in performing housekeeping, laundry and linen services. Cost of services provided as a percentage of revenue decreased to 88.2% for the nine month period ended September 30, 2002 from 88.6% in the same 2001 period. The primary factors affecting specific variations in the 2002 nine month period's cost of services provided as a percentage of revenue and its affect on the respective .4% decrease are as follows: a decrease of .7% in labor costs which is primarily a result of efficiencies achieved in managing the housekeeping, laundry, linen and other services' segment labor. Offsetting these decreases were increases of .4% in health insurance and employee benefits' costs and .4% in bad debt expense. Selling, general and administrative expenses as a percentage of revenue remained essentially unchanged in the 2002 third quarter and nine month period ended September 30, 2002 compared to the same 2001 periods. These results are primarily attributable to the Company's ability to control these expenses while comparing them to a greater revenue base in the respective periods. Interest income decreased in both the third quarter and nine month period ended September 30, 2002, as compared to the corresponding 2001 periods. The decreases are attributable to lower rates of return on the Company's cash balances, as well as a decrease in the net asset value of funds invested through the Company's Deferred Compensation Plan. Critical Accounting Policies The policies discussed below are considered by the Company's management to be critical to an understanding of the Company's financial statements because their application places the most significant demands on management's 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 are described in the following paragraphs. For all of these policies, management cautions that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment. Allowance for Doubtful Accounts - ------------------------------- The allowance for doubtful accounts is established as losses are estimated to have occurred through a provision for bad debts charged to earnings. The allowance for doubtful accounts is evaluated based on management's 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. The Company has had varying collection experience with respect to its accounts and notes receivable. When contractual terms are not met, the Company generally encounters difficulty in collecting amounts due from certain of its clients. Therefore, the Company has sometimes been required to extend the period of payment for certain clients beyond contractual terms. These clients include those in bankruptcy, those who have terminated service agreements and slow payers experiencing financial difficulties. In making its credit evaluations, in addition to analyzing and anticipating, where possible, the specific cases described above, management considers the general collection risks associated with trends in the long-term care industry. The Company also establishes credit limits, as well as performing ongoing credit evaluation and account monitoring procedures to minimize the risk of loss. In accordance with the risk of extending credit, the Company regularly evaluates its accounts and notes receivable for impairment or loss of value and when appropriate will provide in its Allowance for Doubtful Accounts for such receivables. The Company generally follows a policy of reserving for receivables from clients in bankruptcy, as well as clients, with which the Company is in litigation for collection. Correspondingly, once the Company's recovery of a receivable is determined through either litigation, bankruptcy proceedings or negotiation at less than the recorded amount on its balance sheet, it will charge-off the applicable amount to the Allowance for Doubtful Accounts. Notwithstanding the Company's efforts to minimize its credit risk exposure, the Company's clients could be adversely affected if future industry trends, as more fully discussed under liquidity and capital resources below, and as further described in the Company's Form 10-K filed with Securities and Exchange Commission for the year ended December 31, 2001 in Part I thereof under "Government Regulation of Clients", "Competition" and "Service Agreements/Collections", change in such a manner as to negatively impact their cash flows. If the Company's clients experience such significant impact in their cash flows, it could have a material adverse effect on the Company's results of operations and financial condition. At September 30, 2002, the Company has receivables of approximately $4,000,000 ( $1,500,000, net of reserves ) from a client group currently Debtors in a Chapter 11 bankruptcy proceeding. The Company expects the client group will file bankruptcy plans sometime during 2003. If the amount collected is materially less than $1,500,000, it could adversely affect the Company's results of operations and financial condition. Accrued Insurance Claims - ------------------------ The Company currently has a Paid Loss Retrospective Insurance Plan for general liability and workers' compensation insurance. Under these plans, pre-determined loss limits are arranged with an insurance company to limit both the Company's per occurrence cash outlay and annual insurance plan cost. For workers' compensation, the Company records a reserve based on the present value of future payments, including an estimate of claims incurred but not reported, that are developed as a result of a review of the Company's historical data and actuarial analysis done by an independent company specialist. The present value of the payout is determined by applying an 8% discount factor against the estimated remaining pay-out period. Management regularly evaluates its claims' pay-out experience, present value factor and other factors related to the nature of specific claims in arriving at the basis for its accrued insurance claims' estimate. Management evaluations are based primarily on current information derived from reviewing Company claims' experience and industry trends. In the event that the Company's claims' experience and/or industry trends result in an unfavorable change, it could have an adverse effect on the Company's results of operations and financial condition. Liquidity and Capital Resources At September 30, 2002 the Company had working capital and cash of $92,828,837 and $42,293,113, respectively, compared to December 31, 2001 working capital and cash of $83,107,545 and $34,259,334. The Company's current ratio at September 30, 2002 increased to 7.1 to 1 from 5.7 to 1 at December 31, 2001. Management views the Company's cash, $42,293,113 at September 30, 2002 as its principal measure of liquidity. The net cash provided by the Company's operating activities was $7,955,813 for the nine month period ended September 30, 2002 as compared to net cash provided by operating activities of $4,560,768 in the same 2001 nine month period. The principal sources of net cash flows from operating activities for the nine month period ended September 30, 2002 were net income, charges to operations for bad debt provisions, and depreciation and amortization. Additionally, operating activities' cash flows were increased by the timing of payments under the Company's various insurance plans of $1,328,731 during the 2002 nine month period. The operating activities that used the largest amount of cash during the nine month period ended September 30, 2002 were a decrease of $3,430,840 in accrued payroll and payroll related taxes as a result of the timing of such payments, as well as net increases in accounts and notes receivable and long term notes receivable of $1,257,691. The increases in accounts and notes receivable and long term notes receivable resulted primarily from the growth in the Company's revenues, as well as the timing of collections from clients. The principal sources of net cash flows from operating activities for the nine month period ended September 30, 2001 were net income, charges to operations for bad debt provisions and depreciation and amortization. Additionally, operating activities' cash flows were increased by the timing of payments under the Company's various insurance plans of $1,510,739 in the nine month period ended September 30, 2001. The operating activities that used the largest amount of cash during the nine month period ended September 30, 2001 were net increases in accounts and notes receivable and long term notes receivable of $3,896,919. These increases resulted primarily from the growth in the Company's revenues, as well as the timing of collections from clients. Additionally, operating activities' cash flows in the nine month period ended September 30, 2001 were negatively impacted by a $2,868,973 decrease in accrued payroll and related payroll taxes resulting from the timing of such payments. The Company's principal use of cash in investing activities in each of the nine month periods ended September 30, 2002 and 2001, respectively was the purchase of housekeeping equipment and computer software and equipment. The Company expends considerable effort to collect the amounts due for its services on the terms agreed upon with its clients. Many of the Company's clients participate in programs funded by federal and state governmental agencies which historically have encountered delays in making payments to its program participants. The Balance Budget Act of 1997 ("BBA") changed Medicare policy in a number of ways, most notably the phasing in, effective July 1, 1998, of a Medicare Prospective Payment System ("PPS") for skilled nursing facilities which significantly changed the reimbursement procedures and the amounts of reimbursement they receive. Many of the Company's clients' revenues are highly contingent on Medicare and Medicaid reimbursement funding rates. Therefore, they have been and continue to be adversely affected by changes in applicable laws and regulations, as well as other trends in the long-term care industry. This has resulted in certain of the Company's clients filing for bankruptcy protection. Others may follow. Since the passage of the BBA, Congress has passed additional legislation, principally the Balanced Budget Refinement Act of 1999 ("BBRA") and the Benefit Improvement and Protection Act of 2000 ("BIPA"). These enactments were intended primarily to mitigate, temporarily, the reduction in reimbursement for skilled nursing facilities under the Medicare PPS. In total, four add-on payments were established by the enactments to offset the impact of PPS. On April 23, 2002, the Center for Medicare and Medicaid Services ("CMS") announced that it would delay implementation of any refinements to the scope of two of the add-on payments enacted pursuant to the BBRA and BIPA, thereby extending the related add-ons to at least September 30, 2003. The other two add-on payment provisions expired on September 30, 2002. The Senate introduced legislation during the first week of October 2002 which included a partial reinstatement of the add-on payment provision limited to the nursing component of the Medicare rate. This legislative proposal would provide for certain annual increases beginning in 2003 through 2005. There can be no assurance as to whether this proposal will be adopted. Any decisions by the government to discontinue or adversely modify any legislation relating to reimbursement funding rates will have a material adverse effect on the Company's clients' revenues. 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, the Company converts the unpaid accounts receivable to interest bearing promissory notes. The promissory notes receivable provide a means by which to further evidence the amounts owed and provide a definitive repayment plan and therefore may ultimately enhance the Company's ability to collect the amounts due. At September 30, 2002 and December 31, 2001, the Company had approximately, net of reserves, $13,410,000 and $14,159,000, respectively, of such notes outstanding. In some instances the Company obtains a security interest in certain of the debtors' assets. Additionally, the Company considers restructuring service agreements from full service to management-only service in the case of certain clients experiencing financial difficulties. The Company believes that the restructuring provides it with a means to maintain a relationship with the client while at the same time minimizing collection exposure. The Company has had varying collection experience with respect to its accounts and notes receivable. When contractual terms are not met, the Company generally encounters difficulty in collecting amounts due from certain of its clients. Therefore, the Company has sometimes been required to extend the period of payment for certain clients beyond contractual terms. These clients include those in bankruptcy, those who have terminated service agreements and slow payers experiencing financial difficulties. In order to provide for these collection problems and the general risk associated with the granting of credit terms, the Company has recorded bad debt provisions (in an Allowance for Doubtful Accounts) of $4,950,000 and $3,350,000 in the nine month periods ended September 30, 2002 and 2001, respectively. These provisions represent approximately 2.0% and 1.6%, as a percentage of revenue for such respective periods. In making its evaluation, in addition to analyzing and anticipating, where possible, the specific cases described above, management considers the general collection risk associated with trends in the long-term care industry. The Company also establishes credit limits, as well as performing ongoing credit evaluation and account monitoring procedures to minimize the risk of loss. Notwithstanding the Company's efforts to minimize its credit risk exposure, the Company's clients could be adversely affected if future industry trends change in such a manner as to negatively impact their cash flows. If the Company's clients experience such significant impact in their cash flows, it could have a material adverse affect on the Company's results of operations and financial condition. At September 30, 2002, the Company has receivables of approximately $4,000,000 ( $1,500,000, net of reserves ) from a client group currently Debtors in Chapter 11 bankruptcy proceedings. The Company expects the client group will file bankruptcy plans sometime during 2003. If the amount collected is materially less than $1,500,000, it could adversely affect the Company's results of operations and financial condition. The Company currently has a Paid Loss Retrospective Insurance Plan for general liability and workers' compensation insurance. Under these plans, pre-determined loss limits are arranged with an insurance company to limit both the Company's per occurrence cash outlay and annual insurance plan cost. For workers' compensation, the Company records a reserve based on the present value of future payments, including an estimate of claims incurred but not reported, that are developed as a result of a review of the Company's open claims and actuarial analysis done by an independent company specialist. The present value of the payout is determined by applying an 8% discount factor against the estimated remaining pay-out period. Management regularly evaluates its claims' pay-out experience, present value factor and other factors related to the nature of specific claims in arriving at the basis for its accrued insurance claims' estimate. Management evaluations are based primarily on current information derived from reviewing Company claims' experience and industry trends. In the event that the Company's claims' experience and/or industry trends result in an unfavorable change, it could have an adverse affect on the Company's results of operations and financial condition. The Company has an $18,000,000 bank line of credit on which it may draw to meet short-term liquidity requirements in excess of internally generated cash flow. This facility expires on September 30, 2003. The Company believes the line will be renewed at that time. Amounts drawn under the line are payable on demand. At September 30, 2002, there were no borrowings under the line. However, at such date, the Company had outstanding $14,500,000 of irrevocable standby letters of credit, which relate to payment obligations under the Company's insurance program. As a result of the letters of credit issued, the amount available under the line was reduced by $14,500,000 at September 30, 2002. In addition, the Company has lease commitments totaling $2,613,790 through 2008. The level of capital expenditures by the Company is generally dependent on the number of new clients obtained. Such capital expenditures primarily consist of housekeeping equipment and laundry and linen equipment installations. Although the Company has no specific material commitments for capital expenditures through the end of calendar year 2002, it estimates that it will incur capital expenditures of approximately $2,500,000 during this period in connection with housekeeping equipment and laundry and linen equipment installations in its clients' facilities, as well as expenditures relating to internal data processing hardware and software requirements. The Company believes that its cash from operations, existing balances and credit line will be adequate for the foreseeable future to satisfy the needs of its operations and to fund its continued growth. However, should cash flows from current operations not be sufficient, the Company would seek to obtain necessary working capital from such sources as long-term debt or equity financing. In accordance with the Company's previously announced authorizations to purchase its outstanding common stock, the Company expended approximately $342,000 to purchase 28,700 shares of its common stock during the nine month period ended September 30, 2002 at an average price of $11.92 per common share. Pursuant to previous Board of Directors' actions, the Company remains authorized to purchase an additional 757,750. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company's exposure to market risk is not significant. ITEM 4 - PROCEDURES AND CONTROLS Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. Cautionary Statements Regarding Forward Looking Statements Certain matters discussed include forward-looking statements that are subject to risks and uncertainties that could cause actual results or objectives to differ materially from those projected. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Such risks and uncertainties include, but are not limited to, risks arising from the Company providing its services exclusively to the health care industry, primarily providers of long-term care; credit and collection risks associated with this industry; one client accounting for 16% of revenue in 2002; the Company's claims experience related to workers' compensation and general liability insurance; the effects of changes in regulations governing the industry and risk factors described in the Company's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2001 in Part I thereof under "Government Regulation of Clients", "Competition" and "Service Agreements/Collections". Many of the Company's clients' revenues are highly contingent on Medicare and Medicaid reimbursement funding rates, which have been and continue to be adversely affected by the change in Medicare payments under the 1997 enactment of Prospective Payment System ("PPS"). That change, and the lack of substantive reimbursement funding rate reform legislation, as well as other trends in the long-term care industry have resulted in certain of the Company's clients filing for bankruptcy protection. Others may follow. Any decisions by the government to discontinue or adversely modify legislation related to reimbursement funding rates will have a material adverse effect on the Company's clients. These factors, in addition to delays in payments from clients has resulted in and could continue to result in significant additional bad debts in the near future. Additionally, the Company's 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 its services could not be passed on to clients. In addition, the Company believes that to improve its financial performance it must continue to obtain service agreements with new clients, provide new services to existing clients, achieve modest price increases on current service agreements with existing clients and maintain internal cost reduction strategies at the various operational levels of the Company. Furthermore, the Company believes that its ability to sustain the internal development of managerial personnel is an important factor impacting future operating results and successfully executing projected growth strategies. Effects of Inflation All of the Company's service agreements allow it to pass through to its clients increases in the cost of labor resulting from new wage agreements. The Company believes that it will be able to recover increases in costs attributable to inflation by continuing to pass through cost increases to its clients. PART II. Other Information ----------------- Item 1. Legal Proceedings. Not Applicable Item 2. Changes in Securities. Not Applicable Item 3. Defaults under Senior Securities. Not Applicable Item 4. Submission of Matters to a Vote of Security Holders Not Applicable Item 5. Other Information. a) None Item 6. Exhibits and Reports on Form 8-K. a) Exhibits - Certifications b) Reports on Form 8-K - None Exhibit I CERTIFICATIONS - -------------- I, Daniel P. McCartney, Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Healthcare Services Group, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures ( as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have; a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period this quarterly report is prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's Board of Directors. a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 22, 2002 /s/ Daniel P. McCartney ----------------------- Daniel P. McCartney Chief Executive Officer Exhibit II I, James L. DiStefano, Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Healthcare Services Group, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures ( as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have; a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period this quarterly report is prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's Board of Directors. a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 22, 2002 /s/ James L. DiStefano ---------------------- James L. DiStefano Chief Financial Officer Exhibit III CERTIFICATION OF CHIEF EXECUTIVE OFFICER Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec 1350), the undersigned, Daniel P. McCartney, Chief Executive Officer of Healthcare Services Group, Inc., a Pennsylvania corporation (the "Company"), does hereby certify, to his knowledge, that: The Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 of the Company (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Daniel P. McCartney ----------------------- Daniel P. McCartney Chief Executive Officer October 22, 2002 Exhibit IV CERTIFICATION OF CHIEF FINANCIAL OFFICER Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec 1350), the undersigned, James L. DiStefano, Chief Financial Officer of Healthcare Services Group, Inc., a Pennsylvania corporation (the "Company"), does hereby certify, to his knowledge, that: The Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 of the Company (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ James L. DiStefano ---------------------- James L. DiStefano Chief Financial Officer October 22, 2002 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. October 22, 2002 /s/ Daniel P. McCartney - -------------------- -------------------------------------- Date DANIEL P. McCARTNEY, Chief Executive Officer October 22, 2002 /s/ Thomas A. Cook - -------------------- -------------------------------------- Date THOMAS A. COOK, President and Chief Operating Officer October 22, 2002 /s/ James L. DiStefano - -------------------- -------------------------------------- Date JAMES L. DiSTEFANO, Chief Financial Officer and Treasurer October 22, 2002 /s/ Richard W. Hudson - -------------------- -------------------------------------- Date RICHARD W. HUDSON, Vice President-Finance, Secretary and Chief Accounting Officer