HCSG Q2 2015 Form 8K - Results


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 2015
                                                                   
HEALTHCARE SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)

Commission File Number: 0-12015

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

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

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

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

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






Item 1.01
Entry into a Material Agreement.

On July 9, 2015, Healthcare Services Group, Inc. (the "Company") entered into a Consent and Amendment to Loan Documents and Amended and Restated Committed Line of Credit Note (collectively, the "Loan Documents") with PNC Bank, National Association to increase the existing bank line and letter of credit availability to $200,000,000. The proceeds available under the facility will be used for the funding of the Company's captive insurance company, as well as general corporate purposes.

A copy of the Loan Documents are being furnished hereto as Exhibits 99.2 and 99.3 and are hereby incorporated by reference to this Current Report.

Item 2.02
Results of Operations and Financial Condition,

On July 14, 2015, the Company issued a press release (the “Press Release”) announcing its earnings for the three and six months ended June 30, 2015. A copy of the Press Release is being furnished hereto as Exhibit 99.1 and is hereby incorporated by reference to this Current Report.

The information furnished herein, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement or a Registrant

The information set forth in Item 1.01 above is incorporated by reference herein.

Item 8.01
Other Events.

The Press Release also announced the Company's second quarter 2015 quarterly cash dividend of $0.17875 per common share, payable on September 25, 2015 to shareholders of record at the close of business on August 21, 2015.

Item 9.01
Financial Statements and Exhibits.

( a )    Not applicable
( b )    Not applicable
( c )    Not applicable
( d )    Exhibits. The following exhibits are being furnished herewith:

Exhibit Number
 
Description
99.1
 
Press Release and financial tables dated July 14, 2015 issued by Healthcare Services Group, Inc.
99.2
 
Consent and Amendment to Loan Documents, dated as of July 9, 2015, among Healthcare Services Group, Inc., Huntingdon Holdings, Inc., HCSG Staff Leasing Solutions, LLC, HCSG Labor Supply, LLC, HCSG East, LLC, HCSG Central, LLC and HCSG West, LLC (individually and collectively, the "Borrower") and PNC Bank, National Association (the "Bank")
99.3
 
Amended and Restated Committed Line of Credit Note, dated as of July 9, 2015, among Healthcare Services Group, Inc., Huntingdon Holdings, Inc., HCSG Staff Leasing Solutions, LLC, HCSG Labor Supply, LLC, HCSG East, LLC, HCSG Central, LLC and HCSG West, LLC (individually and collectively, the "Borrower") and PNC Bank, National Association (the "Bank")
        





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
HEALTHCARE SERVICES GROUP, INC.
Date: July 14, 2015
By:
/s/ John C. Shea
 
 
Name: John C. Shea
Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit Number
 
Description
99.1
 
Press Release and financial tables dated July 14, 2015 issued by Healthcare Services Group, Inc.
99.2
 
Consent and Amendment to Loan Documents, dated as of July 9, 2015, among Healthcare Services Group, Inc., Huntingdon Holdings, Inc., HCSG Staff Leasing Solutions, LLC, HCSG Labor Supply, LLC, HCSG East, LLC, HCSG Central, LLC and HCSG West, LLC (individually and collectively, the "Borrower") and PNC Bank, National Association (the "Bank")
99.3
 
Amended and Restated Committed Line of Credit Note, dated as of July 9, 2015, among Healthcare Services Group, Inc., Huntingdon Holdings, Inc., HCSG Staff Leasing Solutions, LLC, HCSG Labor Supply, LLC, HCSG East, LLC, HCSG Central, LLC and HCSG West, LLC (individually and collectively, the "Borrower") and PNC Bank, National Association (the "Bank")