Item 2.02 Results of Operations and Financial Condition.
On February 10, 2021, Healthcare Services Group, Inc. (the "Company") issued a
press release (the "Press Release") announcing its earnings for the three months
and year ended December 31, 2020. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussions regarding a potential resolution with the SEC (as described in
Item 8.01 below) are ongoing, Mr. John C. Shea, the Company's Chief Financial
Officer, has notified the Company that he is taking a temporary leave of absence
from his duties, with effect from February 9, 2021. On February 9, 2021, the
Board of Directors of the Company appointed Mr. Andrew Brophy as the Company's
Acting Principal Accounting Officer with immediate effect. Mr. Brophy, 31, has
served as the Company's Director of Accounting since November 2020 and SEC
Reporting Manager since January 2018. Prior to joining the Company in January
2018, Mr. Brophy was a Senior Consultant with financial accounting advisory firm
Centri Business Consulting from April 2017 to January 2018, where he managed
technical accounting matters for clients and prepared and reviewed periodic
filings for SEC registrants. Prior to that, Mr. Brophy was a Division Assistant
Controller with Lennar, Inc. from August 2014 to March 2017, where he oversaw
all day-to-day accounting operations and financial objectives for a regional
top-five homebuilder operating in the Delaware Valley. Mr. Brophy earned his
bachelor's degree in business administration from Temple University. He began
his accounting career as an auditor with PricewaterhouseCoopers LLP. There are
no arrangements or understandings between Mr. Brophy and any person pursuant to
which he was appointed as an executive officer of the Company. Since the
beginning of the Company's last fiscal year, there have been no transactions or
proposed transactions by the Company in which Mr. Brophy has had or is to have a
direct or indirect material interest, and there are no family relationships
between Mr. Brophy and any of the Company's other executive officers or
directors.
Item 8.01 Other Events.
Dividend
The Press Release also announced the Company's fourth quarter 2020 quarterly
cash dividend of $0.20625 per common share, payable on March 26, 2021 to
shareholders of record at the close of business on February 26, 2021.
Update
As previously disclosed, the Securities and Exchange Commission ("SEC") has been
conducting an investigation into the Company's earnings per share ("EPS")
calculation practices. Following receipt of a letter from the SEC in November
2017 regarding its inquiry into those practices and a subpoena in March 2018,
the Company authorized its outside counsel to conduct an internal investigation,
under the direction of the Company's Audit Committee, into matters related to
the SEC subpoena. This investigation was completed in March 2019, and the
Company has continued to cooperate with the SEC's investigation and document
requests since then. The Company and the SEC have recently commenced discussions
regarding a potential resolution of the investigation, which focuses on periods
prior to 2018.
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Item 9.01 Financial Statements and Exhibits.
( d ) Exhibits.
Exhibit Number Description
99.1 Press Release and financial tables dated February 10, 2021, issued by
Healthcare Services Group, Inc.
104 Cover page Interactive Data File (embedded within the Inline XBRL
document)
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