UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q

(Mark One)
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 20202021
OR
 TRANSITION 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)
Pennsylvania23-2018365
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)

3220 Tillman Drive, Suite 300, Bensalem, Pennsylvania
(Address of principal executive office)

19020
(Zip Code)

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

Former name, former address and former fiscal year, if changed since last report:
Not Applicable

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueHCSGNASDAQ Global Select Market

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  þ    No  ¨




Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes  þ    No  ¨



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerþAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes    No  þ

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Common Stock, $.01 par value: 74,423,00074,658,000 shares outstanding as of July 23, 2020.21, 2021.



Healthcare Services Group, Inc.
Quarterly Report on Form 10-Q
For the Period Ended June 30, 20202021

TABLE OF CONTENTS

Page




Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report and documents incorporated by reference into it may 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, as amended, which are not historical facts but rather are based on current expectations, estimates and projections about our business and industry, and our beliefs and assumptions. Words such as “believes,” “anticipates,” “plans,” “expects,” “estimates,” “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 healthcare industry, primarily providers of long-term care; the impact of and future effects of the COVID-19 pandemic or other potential pandemics; having a significant portion of our consolidated revenues contributed by one customer during the six months ended June 30, 2020;2021; credit and collection risks associated with the healthcare industry; our claims experience related to workers’ compensation and general liability insurance (including any litigation claims, enforcement actions, regulatory actions and investigations arising from personal injury and loss of life related to COVID-19); the effects of changes in, or interpretations of laws and regulations governing the healthcare industry, our workforce and services provided, including state and local regulations pertaining to the taxability of our services and other labor-related matters such as minimum wage increases; the Company’s expectations with respect to selling, general, and administrative expense; continued realization of tax benefits arising from our corporate reorganization and self-funded health insurance program; the impact of the Securities and Exchange Commission investigation and related class action lawsuit; risks associated with the reorganization of our corporate structure; and the risk factors described in Part I of our Form 10-K for the fiscal year ended December 31, 20192020 under “Government Regulation of Clients,” “Service Agreements and Collections,” and “Competition,” under Item IA. “Risk Factors” in such Form 10-K and under Item IA. "Risk Factors" in this Form 10-Q.

These factors, in addition to delays in payments from customers and/or customers in bankruptcy, 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 by continued increases in inflation particularly if unexpected increases in the costs of labor and labor-related costs, materials, supplies and equipment used in performing services (including the impact of potential tariffs and COVID-19) could not be passed on to our customers.

In addition, we believe that to improve our financial performance we must continue to obtain service agreements with new customers, retain and provide new services to existing customers, achieve modest price increases on current service agreements with existing customers and/or 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 the successful execution of our projected growth strategies.


Table of Contents

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Healthcare Services Group, Inc.
Consolidated Balance Sheets
(in thousands, except per share amounts)
(Unaudited)
June 30,
2020
December 31,
2019
ASSETS:
Current assets:
Cash and cash equivalents$78,109  $27,329  
Marketable securities, at fair value92,318  90,711  
Accounts and notes receivable, less allowance for doubtful accounts of $74,882 and $45,726 as of June 30, 2020 and December 31, 2019, respectively295,261  340,930  
Inventories and supplies33,677  36,517  
Prepaid expenses and other assets24,176  20,245  
Total current assets523,541  515,732  
Property and equipment, net28,558  28,820  
Goodwill51,084  51,084  
Other intangible assets, less accumulated amortization of $21,383 and $19,300 as of June 30, 2020 and December 31, 2019, respectively20,270  22,353  
Notes receivable — long–term portion, less allowance for doubtful accounts of $9,104 and $6,667 as of June 30, 2020 and December 31, 2019, respectively41,868  46,992  
Deferred compensation funding, at fair value37,217  37,247  
Deferred income taxes34,150  20,364  
Total assets$736,688  $722,592  
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable$59,369  $54,418  
Accrued payroll, accrued and withheld payroll taxes50,494  36,413  
Other accrued expenses13,904  16,489  
Borrowings under line of credit—  10,000  
Income taxes payable20,922  8,075  
Accrued insurance claims24,806  23,256  
Total current liabilities169,495  148,651  
Accrued insurance claims — long-term portion68,212  64,366  
Deferred compensation liability37,211  37,621  
Lease liability — long-term portion12,083  11,649  
Commitments and contingencies (Note 15)
STOCKHOLDERS’ EQUITY:
Common stock, $0.01 par value; 100,000 shares authorized; 75,732 and 75,557 shares issued, and 74,421 and 74,149 shares outstanding as of June 30, 2020 and December 31, 2019, respectively757  756  
Additional paid-in capital277,482  270,614  
Retained earnings176,268  195,455  
Accumulated other comprehensive income, net of taxes4,042  2,919  
Common stock in treasury, at cost, 1,311 and 1,408 shares as of June 30, 2020 and December 31, 2019, respectively(8,862) (9,439) 
Total stockholders’ equity449,687  460,305  
Total liabilities and stockholders’ equity$736,688  $722,592  

June 30,
2021
December 31,
2020
ASSETS:
Current assets:
Cash and cash equivalents$124,587 $139,330 
Marketable securities, at fair value125,843 125,012 
Accounts and notes receivable, less allowance for doubtful accounts of $57,485 and $59,906 as of June 30, 2021 and December 31, 2020, respectively271,081 255,474 
Inventories and supplies28,008 31,586 
Prepaid expenses and other assets40,973 21,001 
Total current assets590,492 572,403 
Property and equipment, net26,922 26,561 
Goodwill61,659 51,084 
Other intangible assets, less accumulated amortization of $25,573 and $23,466 as of June 30, 2021 and December 31, 2020, respectively17,208 18,187 
Notes receivable — long–term portion, less allowance for doubtful accounts of $6,875 and $7,895 as of June 30, 2021 and December 31, 2020, respectively35,156 34,417 
Deferred compensation funding, at fair value50,434 46,825 
Deferred income taxes36,123 35,554 
Total assets$817,994 $785,031 
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable$51,341 $52,239 
Accrued payroll and related taxes58,348 70,614 
Other accrued expenses40,971 17,797 
Income taxes payable2,595 
Accrued insurance claims23,368 21,610 
Total current liabilities176,623 162,260 
Accrued insurance claims — long-term portion62,005 60,818 
Deferred compensation liability50,406 46,827 
Accrued payroll and related taxes - noncurrent23,302 23,302 
Lease liability — long-term portion11,651 11,363 
Other long-term liabilities5,703 
Commitments and contingencies (Note 14)00
STOCKHOLDERS’ EQUITY:
Common stock, $0.01 par value; 100,000 shares authorized; 75,969 and 75,798 shares issued, and 74,670 and 74,485 shares outstanding as of June 30, 2021 and December 31, 2020, respectively760 758 
Additional paid-in capital289,138 282,206 
Retained earnings203,793 200,893 
Accumulated other comprehensive income, net of taxes4,995 5,563 
Common stock in treasury, at cost, 1,299 and 1,313 shares as of June 30, 2021 and December 31, 2020, respectively(10,382)(8,959)
Total stockholders’ equity488,304 480,461 
Total liabilities and stockholders’ equity$817,994 $785,031 
See accompanying notes to consolidated financial statements.
1

Table of Contents

Healthcare Services Group, Inc.
Consolidated Statements of Comprehensive Income
(in thousands, except per share amounts)
(Unaudited)


Three Months Ended June 30,Six Months Ended June 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
RevenuesRevenues$452,029  $462,101  $901,179  $938,212  Revenues$398,171 $452,029 $805,922 $901,179 
Operating costs and expenses:Operating costs and expenses:Operating costs and expenses:
Costs of services providedCosts of services provided387,517  400,485  774,673  827,750  Costs of services provided336,411 387,517 673,030 774,673 
Selling, general and administrative expenseSelling, general and administrative expense41,465  38,609  71,482  79,710  Selling, general and administrative expense50,051 41,465 90,038 71,482 
Other income (expense):Other income (expense):Other income (expense):
Investment and other income, netInvestment and other income, net7,745  1,393  2,918  6,596  Investment and other income, net3,684 7,745 5,849 2,918 
Interest expenseInterest expense(380) (783) (748) (1,839) Interest expense(330)(380)(688)(748)
Income before income taxesIncome before income taxes30,412  23,617  57,194  35,509  Income before income taxes15,063 30,412 48,015 57,194 
Income tax provisionIncome tax provision7,311  5,431  13,903  8,167  Income tax provision5,498 7,311 13,797 13,903 
Net incomeNet income$23,101  $18,186  $43,291  $27,342  Net income$9,565 $23,101 $34,218 $43,291 
Per share data:Per share data:Per share data:
Basic earnings per common shareBasic earnings per common share$0.31  $0.24  $0.58  $0.37  Basic earnings per common share$0.13 $0.31 $0.46 $0.58 
Diluted earnings per common shareDiluted earnings per common share$0.31  $0.24  $0.58  $0.37  Diluted earnings per common share$0.13 $0.31 $0.45 $0.58 
Weighted average number of common shares outstanding:Weighted average number of common shares outstanding:Weighted average number of common shares outstanding:
BasicBasic74,695  74,352  74,676  74,327  Basic75,005 74,695 75,004 74,676 
DilutedDiluted74,761  74,619  74,764  74,669  Diluted75,212 74,761 75,218 74,764 
Comprehensive income:Comprehensive income:Comprehensive income:
Net incomeNet income$23,101  $18,186  $43,291  $27,342  Net income$9,565 $23,101 $34,218 $43,291 
Other comprehensive income:Other comprehensive income:Other comprehensive income:
Unrealized gain on available-for-sale marketable securities, net of taxes1,656  791  1,123  2,207  
Unrealized gain (loss) on available-for-sale marketable securities, net of taxesUnrealized gain (loss) on available-for-sale marketable securities, net of taxes703 1,656 (568)1,123 
Total comprehensive incomeTotal comprehensive income$24,757  $18,977  $44,414  $29,549  Total comprehensive income$10,268 $24,757 $33,650 $44,414 




See accompanying notes to consolidated financial statements.
2

Table of Contents

Healthcare Services Group, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 Six Months Ended June 30,
 20202019
Cash flows from operating activities:
Net income$43,291  $27,342  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization7,146  6,997  
Bad debt provision5,921  21,465  
Deferred income tax benefit(3,923) (18) 
Share-based compensation expense3,925  3,659  
Amortization of premium on marketable securities950  712  
Unrealized gain on deferred compensation fund investments(961) (5,041) 
Changes in operating assets and liabilities:
Accounts and notes receivable2,635  (25,305) 
Inventories and supplies2,840  1,305  
Prepaid expenses and other assets(3,931) (2,847) 
Deferred compensation funding990  89  
Accounts payable and other accrued expenses(964) (8,824) 
Accrued payroll, accrued and withheld payroll taxes16,104  (2,678) 
Income taxes payable12,847  (7,140) 
Accrued insurance claims5,396  5,423  
Deferred compensation liability117  5,200  
Net cash provided by operating activities92,383  20,339  
Cash flows from investing activities:
Disposals of fixed assets307  87  
Additions to property and equipment(1,835) (2,496) 
Purchases of marketable securities(6,939) (8,234) 
Sales of marketable securities5,779  7,145  
Net cash used in investing activities(2,688) (3,498) 
Cash flows from financing activities:
Dividends paid(30,161) (29,276) 
Reissuance of treasury stock pursuant to Dividend Reinvestment Plan45  46  
Proceeds from the exercise of stock options1,862  3,099  
Repayments of short-term borrowings(10,000) —  
Payments of statutory withholding on net issuance of restricted stock units(661) (579) 
Net cash used in financing activities(38,915) (26,710) 
Net change in cash and cash equivalents50,780  (9,869) 
Cash and cash equivalents at beginning of the period27,329  26,025  
Cash and cash equivalents at end of the period$78,109  $16,156  
 Six Months Ended June 30,
 20212020
Cash flows from operating activities:
Net income$34,218 $43,291 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization7,302 7,146 
Bad debt provision6,709 5,921 
Deferred income tax benefit(3,923)
Share-based compensation expense4,569 3,925 
Amortization of premium on marketable securities1,138 950 
Unrealized gain on deferred compensation fund investments(4,053)(961)
Loss on sale of assets597 
Changes in operating assets and liabilities:
Accounts and notes receivable(23,054)2,635 
Inventories and supplies3,578 2,840 
Prepaid expenses and other assets(19,972)(3,931)
Deferred compensation funding444 990 
Accounts payable and other accrued expenses17,827 (964)
Accrued payroll, accrued and withheld payroll taxes(10,088)16,104 
Income taxes payable2,595 12,847 
Accrued insurance claims2,945 5,396 
Deferred compensation liability4,087 117 
Net cash provided by operating activities28,842 92,383 
Cash flows from investing activities:
Disposals of fixed assets84 307 
Additions to property and equipment(2,093)(1,835)
Purchases of marketable securities(15,138)(6,939)
Sales of marketable securities12,031 5,779 
Cash paid for acquisition(6,000)
Net cash used in investing activities(11,116)(2,688)
Cash flows from financing activities:
Dividends paid(31,034)(30,161)
Reissuance of treasury stock pursuant to Dividend Reinvestment Plan46 45 
Proceeds from the exercise of stock options1,855 1,862 
Purchases of treasury stock(1,835)
Repayments of short-term borrowings(10,000)
Payments of statutory withholding on net issuance of restricted stock units(1,501)(661)
Net cash used in financing activities(32,469)(38,915)
Net change in cash and cash equivalents(14,743)50,780 
Cash and cash equivalents at beginning of the period139,330 27,329 
Cash and cash equivalents at end of the period$124,587 $78,109 
Supplemental disclosure of non-cash investing activities
Accrued variable consideration from acquisition of a business$5,703 $


See accompanying notes to consolidated financial statements.
3

Table of Contents


Healthcare Services Group, Inc.
Consolidated Statements of Stockholders’ Equity
(in thousands)
(Unaudited)
For the six months ended June 30, 2021
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive Income, net of taxesRetained EarningsTreasury StockStockholders’ Equity
SharesAmount
Balance, December 31, 202075,798 $758 $282,206 $5,563 $200,893 $(8,959)$480,461 
Comprehensive income:
Net income for the period— — — — 24,653 — 24,653 
Unrealized loss on available-for-sale marketable securities, net of taxes— — — (1,271)— — (1,271)
Comprehensive income for the period$23,382 
Exercise of stock options and other share-based compensation, net of shares tendered for payment156 1,473 — — — 1,475 
Payment of statutory withholding on issuance of restricted stock units— — (1,501)— — (1,501)
Share-based compensation expense— — 2,104 — — — 2,104 
Treasury shares issued for Deferred Compensation Plan funding and redemptions— — 545 — — (36)509 
Shares issued pursuant to Employee Stock Plan— — 1,554 — — 498 2,052 
Dividends paid and accrued, $0.21 per share— — — — (15,526)— (15,526)
Shares issued pursuant to Dividend Reinvestment Plan— — 18 — — 23 
Other— 123 — — — 123 
Balance, March 31, 202175,958 $760 $286,522 $4,292 $210,020 $(8,492)$493,102 
Comprehensive income:
Net income for the period— — — — 9,565 — 9,565 
Unrealized gain on available-for-sale marketable securities, net of taxes— — — 703 — — 703 
Comprehensive income for the period$10,268 
Exercise of stock options and other share-based compensation, net of shares tendered for payment11 — 380 — — — 380 
Share-based compensation expense— — 2,159 — — — 2,159 
Purchases of treasury stock— — — — — (1,835)(1,835)
Treasury shares issued for Deferred Compensation Plan funding and redemptions— — 60 — — (61)(1)
Dividends paid and accrued, $0.21 per share— — — — (15,792)— (15,792)
Shares issued pursuant to Dividend Reinvestment Plan— — 17 — — 23 
Balance, June 30, 202175,969 $760 $289,138 $4,995 $203,793 $(10,382)$488,304 

For the six months ended June 30, 2020
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive Income, net of taxesRetained EarningsTreasury StockStockholders’ Equity
SharesAmount
Balance, December 31, 201975,557  $756  $270,614  $2,919  $195,455  $(9,439) $460,305  
Adjustment to adopt credit-loss guidance1
—  —  —  —  (32,099) —  (32,099) 
Balance, January 1, 202075,557  $756  $270,614  $2,919  $163,356  $(9,439) $428,206  
Comprehensive income:
Net income for the period—  —  —  —  20,190  —  20,190  
Unrealized loss on available-for-sale marketable securities, net of taxes—  —  —  (533) —  —  (533) 
Comprehensive income for the period$19,657  
Exercise of stock options and other share-based compensation, net of shares tendered for payment162   1,723  —  —  —  1,724  
Payment of statutory withholding on issuance of restricted stock and restricted stock units—  —  (661) —  —  —  (661) 
Share-based compensation expense — stock options, restricted stock and restricted stock units—  —  1,822  —  —  —  1,822  
Treasury shares issued for Deferred Compensation Plan funding and redemptions—  —  417  —  —  111  528  
Shares issued pursuant to Employee Stock Plan—  —  1,329  —  —  506  1,835  
Dividends paid and accrued, $0.20 per share—  —  —  —  (15,142) —  (15,142) 
Shares issued pursuant to Dividend Reinvestment Plan—  —  16  —  —   23  
Other —  187  —  —  —  187  
Balance, March 31, 202075,725  $757  $275,447  $2,386  $168,404  $(8,815) $438,179  
Comprehensive income:
Net income for the period—  —  —  —  23,101  —  23,101  
Unrealized gain on available-for-sale marketable securities, net of taxes—  —  —  1,656  —  —  1,656  
Comprehensive income for the period$24,757  
Exercise of stock options and other stock-based compensation, net of shares tendered for payment —  138  —  —  —  138  
Share-based compensation expense — stock options, restricted stock and restricted stock units—  —  1,830  —  —  —  1,830  
Treasury shares issued for Deferred Compensation Plan funding and redemptions—  —  51  —  —  (53) (2) 
Dividends paid and accrued, $0.20 per share—  —  —  —  (15,237) —  (15,237) 
Shares issued pursuant to Dividend Reinvestment Plan—  —  16  —  —   22  
Balance, June 30, 202075,732  $757  $277,482  $4,042  $176,268  $(8,862) $449,687  

1.See Note 4—Allowance for Doubtful Accounts regarding the new credit-loss guidance

See accompanying notes to consolidated financial statements.
4

Table of Contents


For the six months ended June 30, 2019For the six months ended June 30, 2020
Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive Income, net of taxesRetained EarningsTreasury StockStockholders’ EquityCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive Income, net of taxesRetained EarningsTreasury StockStockholders’ Equity
SharesAmountSharesAmountAdditional Paid-in CapitalAccumulated Other Comprehensive Income, net of taxesRetained EarningsTreasury StockStockholders’ Equity
Balance, December 31, 201875,344  $753  $259,440  $158  $190,092  $(9,663) $440,780  
Balance, December 31, 2019Balance, December 31, 201975,557 $756 $270,614 $2,919 $195,455 $(9,439)$460,305 
Adjustment to adopt credit-loss guidance1
Adjustment to adopt credit-loss guidance1
— — — — (32,099)— (32,099)
Balance, January 1, 2020Balance, January 1, 202075,557 $756 $270,614 $2,919 $163,356 $(9,439)$428,206 
Comprehensive income:Comprehensive income:Comprehensive income:
Net income for the periodNet income for the period—  —  —  —  9,156  —  9,156  Net income for the period— — — — 20,190 — 20,190 
Unrealized gain on available-for-sale marketable securities, net of taxes—  —  —  1,416  —  —  1,416  
Unrealized loss on available-for-sale marketable securities, net of taxesUnrealized loss on available-for-sale marketable securities, net of taxes— — — (533)— — (533)
Comprehensive income for the periodComprehensive income for the period$10,572  Comprehensive income for the period$19,657 
Exercise of stock options and other share-based compensation, net of shares tendered for paymentExercise of stock options and other share-based compensation, net of shares tendered for payment115   1,911  —  —  —  1,913  Exercise of stock options and other share-based compensation, net of shares tendered for payment162 1,723 — — — 1,724 
Payment of statutory withholding on issuance of restricted stock and restricted stock unitsPayment of statutory withholding on issuance of restricted stock and restricted stock units—  —  (579) —  —  —  (579) Payment of statutory withholding on issuance of restricted stock and restricted stock units— — (661)— — — (661)
Share-based compensation expense — stock options, restricted stock and restricted stock units—  —  1,656  —  —  —  1,656  
Share-based compensation expenseShare-based compensation expense— — 1,822 — — — 1,822 
Treasury shares issued for Deferred Compensation Plan funding and redemptionsTreasury shares issued for Deferred Compensation Plan funding and redemptions—  —  535  —  —   536  Treasury shares issued for Deferred Compensation Plan funding and redemptions— — 417 — — 111 528 
Shares issued pursuant to Employee Stock PlanShares issued pursuant to Employee Stock Plan—  —  1,781  —  —  349  2,130  Shares issued pursuant to Employee Stock Plan— — 1,329 — — 506 1,835 
Dividends paid and accrued, $0.20 per shareDividends paid and accrued, $0.20 per share—  —  —  —  (14,656) —  (14,656) Dividends paid and accrued, $0.20 per share— — — — (15,142)— (15,142)
Shares issued pursuant to Dividend Reinvestment PlanShares issued pursuant to Dividend Reinvestment Plan—  —  18  —  —   23  Shares issued pursuant to Dividend Reinvestment Plan— — 16 — — 23 
OtherOther —  174  —  —  —  174  Other— 187 — — — 187 
Balance, March 31, 201975,465  $755  $264,936  $1,574  $184,592  $(9,308) $442,549  
Balance, March 31, 2020Balance, March 31, 202075,725 $757 $275,447 $2,386 $168,404 $(8,815)$438,179 
Comprehensive income:Comprehensive income:Comprehensive income:
Net income for the periodNet income for the period—  —  —  —  18,186  —  18,186  Net income for the period— — — — 23,101 — 23,101 
Unrealized gain on available-for-sale marketable securities, net of taxesUnrealized gain on available-for-sale marketable securities, net of taxes—  —  —  791  —  —  791  Unrealized gain on available-for-sale marketable securities, net of taxes— — — 1,656 — — 1,656 
Comprehensive income for the periodComprehensive income for the period$18,977  Comprehensive income for the period$24,757 
Exercise of stock options and other stock-based compensation, net of shares tendered for paymentExercise of stock options and other stock-based compensation, net of shares tendered for payment54  —  1,186  —  —  —  1,186  Exercise of stock options and other stock-based compensation, net of shares tendered for payment— 138 — — — 138 
Share-based compensation expense — stock options, restricted stock and restricted stock units—  —  1,668  —  —  —  1,668  
Share-based compensation expenseShare-based compensation expense— — 1,830 — — — 1,830 
Treasury shares issued for Deferred Compensation Plan funding and redemptionsTreasury shares issued for Deferred Compensation Plan funding and redemptions—  —  45  —  —  (47) (2) Treasury shares issued for Deferred Compensation Plan funding and redemptions— — 51 — — (53)(2)
Dividends paid and accrued, $0.20 per shareDividends paid and accrued, $0.20 per share—  —  —  —  (14,753) —  (14,753) Dividends paid and accrued, $0.20 per share— — — — (15,237)— (15,237)
Shares issued pursuant to Dividend Reinvestment PlanShares issued pursuant to Dividend Reinvestment Plan—  —  18  —  —   23  Shares issued pursuant to Dividend Reinvestment Plan— — 16 — — 22 
Balance, June 30, 201975,519  $755  $267,853  $2,365  $188,025  $(9,350) $449,648  
Balance, June 30, 2020Balance, June 30, 202075,732757277,4824,042176,268(8,862)449,687

1.
See Note 4—Allowance for Doubtful Accounts regarding the new credit-loss guidance
See accompanying notes to consolidated financial statements.
5

Table of Contents

Healthcare Services Group, Inc.
Notes to Consolidated Financial Statements
(Unaudited)

Note 1—Description of Business and Significant Accounting Policies

Nature of Operations

Healthcare Services Group, Inc. (the “Company”) provides management, administrative and operating expertise and services to the housekeeping, laundry, linen, facility maintenance and dietary service departments of the healthcare industry, including nursing homes, retirement complexes, rehabilitation centers and hospitals located throughout the United States. Although the Company does not directly participate in any government reimbursement programs, the Company’s customers receive government reimbursements related to Medicare and Medicaid. Therefore, they are directly affected by any legislation relating to Medicare and Medicaid reimbursement programs.

The Company provides services primarily pursuant to full service agreements with its customers. In such agreements, the Company is responsible for the day-to-day management of employees located at the customers’ facilities.facilities, as well as for the provision of certain supplies. The Company also provides services on the basis of management-only agreements for a limited number of customers. In a management-only agreement, the Company provides management and supervisory services while the customer facility retains payroll responsibility for the non-supervisory staff. The agreements with customers typically provide for a renewable one year service term, cancellable by either party upon 30 to 90 days’ notice after an initial period of 60 to 120 days.

The Company is organized into 2 reportable segments: housekeeping, laundry, linen and other services (“Housekeeping”), and dietary department services (“Dietary”).

Housekeeping consists of managing the customers’ housekeeping departments, which are principally responsible for the cleaning, disinfecting and sanitizing of resident rooms and common areas of a customer’s facility, as well as the laundering and processing of the bed linens, uniforms, resident personal clothing and other assorted linen items utilized at a customer facility.

Dietary consists of managing the customers’ dietary departments, which are principally responsible for food purchasing, meal preparation and dietitian professional services, which includes the development of menus that meet residents’ dietary needs.

Unaudited Interim Financial Data

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, these consolidated financial statements do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations and cash flows. However, in the Company’s opinion, all adjustments which are of a normal recurring nature and are necessary for a fair presentation have been reflected in these consolidated financial statements. The balance sheet shown in this report as of December 31, 20192020 has been derived from the audited financial statements for the year ended December 31, 2019.2020. These 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, 2019.2020. The results of operations for the six months ended June 30, 2020interim periods presented are not necessarily indicative of the results that may be expected for any future period.

Use of Estimates in Financial Statements

In preparing financial statements in conformity with U.S. GAAP, estimates and assumptions are made that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from those estimates. Significant estimates are used in determining, but are not limited to, the Company’s allowance for doubtful accounts, accrued insurance claims, valuations, deferred taxes and reviews for potential impairment. The estimates are based upon various factors including current and historical trends, as well as other pertinent industry and regulatory authority information, including the potential future effects of COVID-19. Management regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes.
6

Table of Contents


Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Healthcare Services Group, Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

6

Table of Contents
Cash and Cash Equivalents

Cash and cash equivalents are held in U.S. financial institutions or in custodial accounts with U.S. financial institutions. Cash equivalents are defined as short-term, highly liquid investments with a maturity of three months or less at time of purchase that are readily convertible into cash and have insignificant interest rate risk.

Accounts and Notes Receivable

Accounts and notes receivable consist of Housekeeping and Dietary segment trade receivables from contracts with customers. The Company’s payment terms with customers for services provided are defined within each customer’s service agreement. All accounts receivables are considered short term assets as the Company does not grant payment terms greater than one year. Accounts receivable initially are recorded at the transaction amount, and are recorded after the Company has an unconditional right to payment where only the passage of time is required before payment is received. Each reporting period, the Company evaluates the collectability of outstanding receivable balances and records an allowance for doubtful accounts representing an estimate of future expected credit loss. Additions to the allowance for doubtful accounts are made by recording a charge to bad debt expense reported in costs of services provided.

Notes receivable are initially recorded when accounts receivable are transferred into a promissory note and are recorded as an alternative to accounts receivable to memorialize an unqualified promise to pay a specific sum, typically with interest, in accordance with a defined payment schedule. The Company’s payment terms with customers on promissory notes can vary based on several factors and the circumstances of each promissory note, however typically promissory notes mature over a 1 to 3 year period. Similar to accounts receivable, each reporting period the Company evaluates the collectability of outstanding notes receivable balances and records an allowance for doubtful accounts representing an estimate of future expected credit loss.

Refer to Note 3—Accounts and Notes Receivable herein for further information.

Allowance for Doubtful Accounts

The guidance under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification subtopic 326 Credit Losses - Measurement of Credit Losses on Financial Instruments ("ASC 326") became effective and was adopted by the Company prospectively as of January 1, 2020. In adopting ASC 326, the Company replaced its previous incurred loss impairment model for estimating credit losses on accounts and notes receivables for its reporting of quarterly and annual financial results with an expected loss model prepared in accordance with ASC 326. While the incurred loss impairment model had the Company recognize credit losses when it was probable that a loss had been incurred, ASC 326 requires the Company to estimate the lifetime expected credit losses on such instruments and to record an allowance to offset the receivables. ASC 326 requires the recognition of credit losses that are expected based on existing accounts and notes receivable as compared to the incurred loss approach. Accordingly, credit losses under ASC 326 generally are recognized earlier in the life cycle of a receivable than under the Company’s previous incurred loss model. Modeling must be prepared after considering historical experience, current conditions, and reasonable and supportable economic forecasts to estimate lifetime expected credit losses. Under the previous incurred loss impairment model, credit losses were recognized when Management determined that it was more likely than not that a loss had been incurred and such loss was estimable.

Refer to Note 4—Allowance for Doubtful Accounts herein for further information.

7

Table of Contents
The cumulative effect of initially applying the new ASC 326 guidance to the consolidated financial statements on January 1, 2020 was as follows:

Consolidated Statement of Financial PositionDecember 31, 2019Cumulative Impact from Adopting ASC 326 GuidanceJanuary 1, 2020
(in thousands)
Assets
Short-term accounts and notes receivable, less allowance for doubtful accounts$340,930  $(41,100) $299,830  
Notes receivable – long–term portion, less allowance for doubtful accounts$46,992  $(1,136) $45,856  
Allowance for doubtful accounts on short-term accounts and notes receivables$(45,726) $(41,100) $(86,826) 
Allowance for doubtful accounts on long-term notes receivables$(6,667) $(1,136) $(7,803) 
Deferred income taxes$20,364  $10,137  $30,501  
Stockholders’ equity
Retained earnings$195,455  $(32,099) $163,356  


Inventories and Supplies

Inventories and supplies include housekeeping, linen and laundry supplies, as well as food provisions and supplies. Non-linen inventories and supplies are stated on a first-in, first-out (FIFO) basis, and reduced as deemed necessary to approximate the lower of cost or net realizable value. Linen supplies are amortized on a straight-line basis over their estimated useful life of 24 months.

7

Table of Contents

Revenue Recognition

The Company recognizes revenue from contracts with customers when or as the promised goods and services are provided to customers. Revenues are reported net of sales taxes that are collected from customers and remitted to taxing authorities.

The guidance under the FASB Accounting Standards Codification subtopic 606 Revenue from Contracts with Customers ("ASC 606") requires the Company to recognize revenue as the promised goods and services within the terms of the Company’s contracts are performed and satisfied. The amount of revenue recognized by the Company is based on the consideration to which the Company is entitled in exchange for providing the contracted goods and services. Refer to Note 2—Revenue herein for further information.

Leases

The guidance under FASB Accounting Standards Codification subtopic ASC 842 Leases (“ASC 842”) became effective and was adopted by the Company as of January 1, 2019, by applying a modified retrospective transition approach which resulted in the capitalization of the Company’s existing operating leases as of January 1, 2019. As such, the Company records assets and liabilities on the balance sheet to recognize the rights and obligations arising from leasing arrangements with contractual terms greater than 12 months, as permitted by U.S. GAAP.in accordance with FASB Accounting Standards Codification subtopic ASC 842 Leases (“ASC 842”). A leasing arrangement includes any contract which entitles the Company to the right of use of an identified tangible asset where there are no restrictions as to the direct of use of the asset, and the Company obtains substantially all of the economic benefits from the right of use. As of June 30, 20202021 and December 31, 2019,2020, the Company was only the lessee of operating lease arrangements.
Refer to Note 7—Leases herein for further information.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, income tax expense or benefits are recognized for the amount of taxes payable or refundable for the current period. The Company accrues for probable tax obligations as required, based on facts and circumstances in various regulatory environments. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. When appropriate, valuation allowances are recorded to reduce deferred tax assets to amounts for which realization is more likely than not.
8

Table of Contents

Uncertain income tax positions taken or expected to be taken in tax returns are reflected within the Company’s financial statements based on a recognition and measurement process.

Earnings per Common Share

Basic earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is computed using the weighted-average number of common shares outstanding and dilutive common shares, such as those issuable upon exercise of stock options and upon the vesting of restricted stock and restricted stock units.

Share-Based Compensation

The Company estimates the fair value of share-based awards on the date of grant using the Black-Scholes valuation model for stock options, using a Monte Carlo simulation for performance restricted stock units, and using the share price on the date of grant for restricted stock units and restricteddeferred stock units. The value of the award is recognized ratably as an expense in the Company’s Consolidated Statements of Comprehensive Income over the requisite service periods, with adjustments made for forfeitures as they occur.

Identifiable Intangible Assets and Goodwill

Identifiable intangible assets are amortized on a straight-line basis over their respective lives. Goodwill represents the excess of cost over the fair value of net assets of acquired businesses. Management reviews the carrying value of goodwill annually during the fourth quarter to assess for impairment, or more often if events or circumstances indicate that the carrying value may exceed its estimated fair value.

NaN impairment loss was recognized on the Company's intangible assets or goodwill during the six months ended June 30, 20202021 or 2019.2020.

8

Table of Contents

Concentrations of Credit Risk

The Company’s financial instruments that are subject to credit risk are cash and cash equivalents, marketable securities, deferred compensation funding and accounts and notes receivable. At June 30, 20202021 and December 31, 2019,2020, substantially all of the Company’s cash and cash equivalents and marketable securities were held in 1 large financial institution located in the United States. The Company’s marketable securities are fixed income investments which are highly liquid and can be readily purchased or sold through established markets.

The Company’s customers are concentrated in the healthcare industry and are primarily providers of long-term care. The revenues of many of the Company’s customers are highly reliant on Medicare, Medicaid and third party payors’ reimbursement funding rates. New legislation or changes in existing regulations could directly impact the governmental reimbursement programs in which the customers participate. As a result, the Company may not realize the full effects of such programs until these laws are fully implemented and governmental agencies issue applicable regulations or guidance.

Note 2—Revenue

The Company presents its consolidated revenues disaggregated by reportable segment, as Management evaluates the nature, amount, timing and uncertainty of the Company’s revenues by segment. Refer to Note 13—12—Segment Information herein as well as the information below regarding the Company’s reportable segments.
9

Table of Contents

Housekeeping

Housekeeping accounted for $451.9$417.9 million and $462.0$451.9 million of the Company’s consolidated revenues for the six months ended June 30, 20202021 and 2019,2020, respectively, which represented approximately 50.2%51.9% and 49.2%50.2% of the Company’s revenues in each respective period. The Housekeeping services include managing customers’ housekeeping departments, which are principally responsible for the cleaning, disinfecting and sanitizing of resident rooms and common areas of the customers’ facilities, as well as the laundering and processing of the bed linens, uniforms, resident personal clothing and other assorted linen items utilized at the customers’ facilities. Upon beginning service with a customer facility, the Company will typically hire and train the employees previously employed by such facility and assign an on-site manager to supervise and train the front-line personnel and coordinate housekeeping services with other facility support functions in accordance with customer requests. Such management personnel also oversee the execution of various cost and quality-control procedures including continuous training and employee evaluation.

Dietary

Dietary services accounted for $449.3$388.0 million and $476.2$449.3 million of the Company’s consolidated revenues for the six months ended June 30, 20202021 and 2019,2020, respectively, which represented approximately 49.8%48.1% and 50.8%49.8% of the Company’s revenues in each respective period. Dietary services consist of managing customers’ dietary departments which are principally responsible for food purchasing, meal preparation and professional dietitian services, which include the development of menus that meet the dietary needs of residents. On-site management is responsible for all daily dietary department activities, with regular support provided by a District Manager specializing in dietary services. The Company also offers clinical consulting services to facilities which if contracted is a service bundled within the monthly service provided to customers. Upon beginning service with a customer facility, the Company will typically hire and train the employees previously employed by such facility and assign an on-site manager to supervise and train the front-line personnel and coordinate dietitian services with other facility support functions in accordance with customer requests. Such management personnel also oversee the execution of various cost and quality-controlquality control procedures including continuous training and employee evaluation.

9

Table of Contents

Revenue Recognition

All of the Company���sThe Company’s revenues are derived from contracts with customers. The Company accounts for revenue from contracts with customers in accordance with ASC 606, and as such, the Company recognizes revenue to depict the transfer of promised goods and services to customers in amounts that reflect the consideration to which the Company is entitled in exchange for those goods and services. The Company’s costs of obtaining contracts are not material.

The Company performs services and provides goods in accordance with its contracts with its customers.customers' contracts. Such contracts typically provide for a renewable one year service term, cancellable by either party upon 30 to 90 days’ notice, after an initial period of 60 to 120 days. A performance obligation is the unit of account under ASC 606 and is defined as a promise in a contract to transfer a distinct good or service to the customer. The Company’s Housekeeping and Dietary contracts relate to the provision of bundles of goods, services or both, which represent a series of distinct goods and services that are substantially the same and that have the same pattern of transfer to the customer. The Company accounts for the series as a single performance obligation satisfied over time, as the customer simultaneously receives and consumes the benefits of the goods and services provided. Revenue is recognized using the output method, which is based upon the delivery of goods and services to the customers’ facilities. In limited cases, the Company provides goods, services or both, before the execution of a written contract. In these cases, the Company defers the recognition of revenue until a contract is executed. The amount of such deferred revenue was $1.9$0.6 million and $0.3$0.1 million as of June 30, 20202021 and December 31, 2019,2020, respectively. Additionally, substantially all such revenue amounts deferred as of December 31, 20192020 were subsequently recognized as revenue during the six months ended June 30, 2020.2021.

The transaction price is the amount of consideration to which the Company is entitled in exchange for transferring promised goods or services to its customers. The transaction price does not include taxes assessed or collected. The Company’s contracts detail the fees that the Company charges for the goods and services it provides. For certain contracts which contain a variable component to the transaction price, the Company is required to make estimates of the amount of consideration to which the Company will be entitled, based on variability in resident and patient populations serviced, product usage or quantities consumed. The Company recognizes revenue related to such estimates only when the Company determines that there will not be a significant reversal in the amount of revenue recognized. The Company’s contracts generally do not contain significant financing components, as payment terms are less than one year.

10

Table of Contents
The Company allocates the transaction price to each performance obligation, noting that the bundle of goods, services or goods and services provided under each Housekeeping and Dietary contract representsrepresent a single performance obligation that is satisfied over time. The Company recognizes the related revenue when it satisfies the performance obligation by transferring a bundle of promised goods, services or both to a customer. Such recognition is on a monthly or weekly basis, as goods are provided and services are performed. In some cases, the Company requires customers to pay in advance for goods and services to be provided. As of June 30, 20202021 and December 31, 2019,2020, the value of the contract liabilities associated with customer prepayments was not material.less than $0.1 million and $2.3 million, respectively. Additionally, substantially all such revenue amounts deferred as of December 31, 20192020 were subsequently recognized as revenue during the six months ended June 30, 2020.2021.

Transaction Price Allocated to Remaining Performance Obligations

The Company recognizes revenue as it satisfies the performance obligations associated with contracts with customers, which due to the nature of the goods and services provided by the Company, are satisfied over time. Contracts may contain transaction prices that are fixed, variable or both. The Company’s contracts with customers typically provide for an initial term of one year, with renewable one year service terms, cancellable by either party upon 30 to 90 days’ notice after an initial period of 60 to 120 days.

At June 30, 2020,2021, the Company had $559.4$327.8 million related to performance obligations that were unsatisfied or partially unsatisfied for which the Company expects to recognize revenue. The Company expects to recognize revenue on approximately 20.5%37.5% of the remaining performance obligations over the next 12 months, with the balance to be recognized thereafter. These amounts exclude variable consideration primarily related to performance obligations that consistsconsist of a series of distinct service periods with revenues based on future performance that cannot be estimated at contract inception. The Company also has elected to apply the practical expedient that permits exclusion of information about the remaining performance obligations with original expected durations of one year or less.

10

Table of Contents

Note 3—Accounts and Notes Receivable

The Company’s accounts and notes receivable balances consisted of the following as of June 30, 20202021 and December 31, 2019:2020:
June 30, 2020December 31, 2019
(in thousands)
Short-term
Accounts and notes receivable$370,143  $386,656  
Allowance for doubtful accounts1
(74,882) (45,726) 
Total net short-term accounts and notes receivable$295,261  $340,930  
Long-term
Notes receivable$50,972  $53,659  
Allowance for doubtful accounts1
(9,104) (6,667) 
Total net long-term notes receivable$41,868  $46,992  
Total net accounts and notes receivable$337,129  $387,922  
1.Effective January 1, 2020, the Company adopted ASC 326 and recorded a one-time adoption adjustment of $42.2 million
June 30, 2021December 31, 2020
(in thousands)
Short-term
Accounts and notes receivable$328,566 $315,380 
Allowance for doubtful accounts(57,485)(59,906)
Total net short-term accounts and notes receivable$271,081 $255,474 
Long-term
Notes receivable$42,031 $42,312 
Allowance for doubtful accounts(6,875)(7,895)
Total net long-term notes receivable$35,156 $34,417 
Total net accounts and notes receivable$306,237 $289,891 

The Company makes credit decisions on a case-by-case basis after reviewing a number of qualitative and quantitative factors related to the specific customer as well as current industry variables that may impact that customer. There are a variety of factors that impact a customer’s ability to pay in accordance with the Company’s contracts. These factors include, but are not limited to, fluctuating census numbers, litigation costs and the customer’s participation in programs funded by federal and state governmental agencies. Deviations in the timing or amounts of reimbursements under those programs can impact the customer’s cash flows and its ability to make timely payments. However, the customer’s obligation to pay the Company in accordance with the contracts are not contingent upon the customer’s cash flow. Notwithstanding the Company’s efforts to minimize its credit risk exposure, the aforementioned factors, as well as other factors that impact customer cash flows or ability to make timely payments, could have an indirect, yet material adverse effect on the Company’s results of operations and financial condition.

11

Table of Contents
Fluctuations in net accounts and notes receivable are generally attributable to a variety of factors including, but not limited to, the timing of cash receipts from customers and the inception, transition, modification or termination of customer relationships. The Company deploys significant resources and has invested in tools and processes to optimize Management’s credit and collections efforts. When appropriate, the Company utilizes interest-bearing promissory notes to enhance the collectability of amounts due, by instituting definitive repayment plans and providing a means by which to further evidence the amounts owed. In addition, the Company may amend contracts from full service to management-only arrangements, or adjust contractual payment terms, to accommodate customers who have in good faith established clearly-defined plans for addressing cash flow issues. These efforts are intended to minimize the Company’s collections risk.

Note 4 - 4—Allowance for Doubtful Accounts

On January 1, 2020 (the "adoption date"), the Company replaced its previous incurred loss impairment model for estimating credit losses on accounts and notes receivables with an expected loss model prepared in accordance with ASC 326. While the incurred loss impairment model had the Company recognize credit losses when it was probable that a loss had been incurred, ASC 326 requires the Company to estimate future expected credit losses on such instruments before an impairment may occur. On the adoption date, the Company recorded an initial increase of $42.2 million to the Company's allowance for doubtful accounts, with an offset recorded as an opening adjustment to retained earnings.

In making the Company’s credit evaluations, management considers the general collection risk associated with trends in the long-term care industry. The Company establishes credit limits through payment terms with customers, performs ongoing credit evaluations and monitors accounts on an aging schedule basis to minimize the risk of loss. Despite the Company’s efforts to minimize credit risk exposure, customers could be adversely affected if future industry trends, including those related to COVID-19, change in such a manner as to negatively impact their cash flows. The full effects of COVID-19 on the Company’s customers are highly uncertain and cannot be predicted. As a result, the Company’s future collection experience can differ significantly from historical collection trends. If the Company’s customers experience a negative impact on their cash flows, it could have a material adverse effect on the Company’s results of operations and financial condition.

The Company evaluates its accounts and notes receivable for expected credit losses quarterly. Accounts receivables are evaluated based on internally developed credit quality indicators derived from the aging of receivables. Notes receivable are evaluated based on internally developed credit quality indicators derived from Management’s assessment of collection risk. The Company manages note receivable portfolios using a two tiered approach by disaggregating standard notes receivables, which are promissory notes in good standing, from those who have been identified by Management as having an elevated credit risk profile due to a triggertriggering event such as bankruptcy. At the end of each period, the Company sets a reserve for expected credit losses on standard notes receivable based on the Company’s historical loss rate. Notes receivable with an elevated risk profile, which are from customers who have filed bankruptcy, are subject to collections activity or are slow payers that are experiencing financial difficulties, are aggregated and evaluated to determine the total reserve for the class of receivable.

11

Table of Contents

The guidance in ASC 326 permits entities to make an accounting policy election not to measure an estimate for credit losses on accrued interest if those entities write-off accrued interest deemed uncollectible in a timely manner. The Company follows an income recognition policy on all interest earned on notes receivable. Under such policy the Company accounts for all notes receivable on a non-accrual basis and defers the recognition of any interest income until receipt of cash payments. This policy was established, recognizing the environment of the long-term care industry, and not because such notes receivable are necessarily impaired. Accordingly, the Company does not record a credit loss adjustment for accrued interest. ForInterest income from notes receivable for the three months ended June 30, 2021 and 2020 was $0.3 million and $0.4 million, respectively. Interest income from notes receivable for the six months ended June 30, 2021 and 2020 the Company recognized $0.4was $0.7 million and $1.0 million, in interest income from notes receivables.respectively.

12

Table of Contents
As part of the Company’s adoption of ASC 326, there are additional disclosures required to be made on a class of financing receivable basis. The following table presents the Company’s two tiers of notes receivable further disaggregated by year of origination, as ofwell as write-off activity for the current six month period ended June 30, 2020:2021.

Notes ReceivableNotes Receivable
Amortized Cost Basis by Origination YearAmortized Cost Basis by Origination Year
20202019201820172016PriorTotal20212020201920182017PriorTotal
(in thousands)(in thousands)
Notes ReceivableNotes ReceivableNotes Receivable
Standard notes receivableStandard notes receivable$8,127  $13,619  $17,669  $26,429  $275  $1,602  $67,721  Standard notes receivable$415 $9,315 $13,728 $19,026 $21,577 $1,562 $65,623 
Elevated risk notes receivableElevated risk notes receivable$—  $604  $—  $5,511  $—  $2,421  $8,536  Elevated risk notes receivable$$$617 $$723 $1,374 $2,714 
Current-period gross write-offsCurrent-period gross write-offs$—  $—  $411  $—  $1,721  $36  $2,168  Current-period gross write-offs$$$$315 $2,494 $$2,809 
Current-period recoveriesCurrent-period recoveries—  —  —  —  —  —  —  Current-period recoveries(1)(38)(39)
Current-period net write-offsCurrent-period net write-offs$—  $—  $411  $—  $1,721  $36  $2,168  Current-period net write-offs$$$(1)$315 $2,494 $(38)$2,770 

The following table provides information as to the status of payment on the Company’s notes receivable which were past due as of June 30, 2020:2021:
 Age Analysis of Past-Due Notes Receivable as of June 30, 2020 Age Analysis of Past-Due Notes Receivable as of June 30, 2021
0-90 Days91 - 180 DaysGreater than 181 DaysTotal0-90 Days91 - 180 DaysGreater than 181 DaysTotal
(in thousands)(in thousands)
Notes ReceivableNotes ReceivableNotes Receivable
Standard notes receivableStandard notes receivable$638  $433  $3,075  $4,146  Standard notes receivable$1,240 $784 $4,551 $6,575 
Elevated risk notes receivableElevated risk notes receivable1,035  767  5,829  7,631  Elevated risk notes receivable2,714 2,714 
$1,673  $1,200  $8,904  $11,777  $1,240 $784 $7,265 $9,289 

13

Table of Contents
The following table providestables provide a summary of the changes in the Company’s allowance for doubtful accounts on a portfolio segment basis for the three and six months ended June 30, 2020:2021 and 2020.
Allowance for doubtful accounts
Portfolio Segment:March 31,
2021
Write-Offs1
Bad Debt ExpenseJune 30,
2021
(in thousands)
Accounts receivable$46,526 $(75)$3,792 $50,243 
Notes Receivable
Standard notes receivable$12,993 $$(459)$12,534 
Elevated risk notes receivable1,583 39 (39)1,583 
Total notes receivable$14,576 $39 $(498)$14,117 
Total accounts and notes receivable$61,102 $(36)$3,294 $64,360 
1.Write-offs are shown net of recoveries. During the three months ended June 30, 2021, the Company collected $0.1 million of accounts receivables and notes receivables which had previously been written-off as uncollectible.

Allowance for doubtful accounts
Portfolio Segment:March 31
2020
Write-Offs1
Bad Debt ExpenseJune 30
2020
(in thousands)
Accounts Receivables$74,389  $(9,987) $1,897  $66,299  
Notes Receivables
Standard notes receivable$11,654  $(1,721) $1,936  $11,869  
Elevated risk notes receivable6,237  (447) 28  5,818  
$17,891  $(2,168) $1,964  $17,687  
Total accounts and notes receivable$92,280  $(12,155) $3,861  $83,986  

12

Table of Contents

Allowance for doubtful accounts
Portfolio Segment:March 31,
2020
Write-Offs1
Bad Debt ExpenseJune 30,
2020
(in thousands)
Accounts receivable$74,389 $(9,987)$1,897 $66,299 
Notes Receivable
Standard notes receivable$11,654 $(1,721)$1,936 $11,869 
Elevated risk notes receivable6,237 (447)28 5,818 
Total notes receivable$17,891 $(2,168)$1,964 $17,687 
Total accounts and notes receivable$92,280 $(12,155)$3,861 $83,986 
1.Write-offs are shown net of recoveries. During the three months ended June 30, 2020, the Company collected $0.8 million of accounts receivables that were recovered subsequent to being written-off.which had previously been written-off as uncollectible.
The following tables provide a summary of the changes in the Company’s allowance for doubtful accounts on a portfolio segment basis for the six months ended June 30, 2021 and 2020.
Allowance for doubtful accounts
Portfolio Segment:December 31,
2020
Write-Offs1
Bad Debt ExpenseJune 30,
2021
(in thousands)
Accounts receivable$51,052 $(7,380)$6,571 $50,243 
Notes receivable
Standard notes receivable$13,258 $(9)$(715)$12,534 
Elevated risk notes receivable3,491 (2,761)853 1,583 
Total notes receivable$16,749 $(2,770)$138 $14,117 
Total accounts and notes receivable$67,801 $(10,150)$6,709 $64,360 
1.Write-offs are shown net of recoveries. During the six months ended June 30, 2021, the Company collected $0.1 million of accounts receivables and notes receivables which had previously been written-off as uncollectible.

Allowance for doubtful accounts
Portfolio Segment:December 31,
2019
Cumulative effect of ASC 326 adoption1
Write-Offs2
Bad Debt ExpenseJune 30,
2020
(in thousands)
Accounts receivable$39,903 $36,709 $(14,396)$4,083 $66,299 
Notes receivable
Standard notes receivable$6,667 $5,236 $(1,721)$1,687 $11,869 
Elevated risk notes receivable5,823 291 (447)151 5,818 
Total notes receivable$12,490 $5,527 $(2,168)$1,838 $17,687 
Total accounts and notes receivable$52,393 $42,236 $(16,564)$5,921 $83,986 
1.Represents the pre-tax one-time adjustment to the Company’s 2020 opening retained earnings balance in accordance with the adoption of the CECL accounting guidance.
2.Write-offs are shown net of recoveries. During the six months ended June 30, 2020, the Company collected $0.8 million of accounts receivables that were recovered subsequent to being written-off.which had previously been written-off as uncollectible.


1413

Table of Contents

Note 5—Changes in Accumulated Other Comprehensive Income by Component

AccumulatedThe Company's accumulated other comprehensive income consists of unrealized gains and losses from the Company’s available-for-sale marketable securities. The following table provides a summary of the changes in accumulated other comprehensive income for the six months ended June 30, 20202021 and 2019:2020:
Unrealized Gains and Losses on Available-for-Sale Securities1
Six Months Ended June 30,
20202019
(in thousands)
Accumulated other comprehensive income — beginning balance$2,919  $158  
Other comprehensive income before reclassifications1,057  2,286  
Losses (gains) reclassified from other comprehensive income2
66  (79) 
Net current period other comprehensive income3
1,123  2,207  
Accumulated other comprehensive income — ending balance$4,042  $2,365  
Unrealized Gains and Losses on Available-for-Sale Securities1
Six Months Ended June 30,
20212020
(in thousands)
Accumulated other comprehensive income — beginning balance$5,563 $2,919 
Other comprehensive (loss) income before reclassifications(405)1,057 
(Gains) losses reclassified from other comprehensive income2
(163)66 
Net current period other comprehensive (loss) income3
(568)1,123 
Accumulated other comprehensive income — ending balance$4,995 $4,042 
1.All amounts are net of tax
2.Realized gains and losses were recorded pre-tax under “Investment and other income” in the Consolidated Statements of Comprehensive Income. For the six months ended June 30, 2020,2021, the Company recorded $0.1$0.2 million of realized lossesgains from the sale of available-for-sale securities. For the six months ended June 30, 2019,2020, the Company recorded $0.1 million of realized gainslosses from the sale of available-for-sale securities. Refer to Note 9—Fair Value Measurements herein for further information.
3.For the six months ended June 30, 2021, the changes in other comprehensive income were net of a tax benefit of $0.6 million. For the six months ended June 30, 2020, and 2019, the changes in other comprehensive income were net of a tax expense of $0.3 million and $0.6 million, respectively.million.

Amounts Reclassified from Accumulated Other Comprehensive Income
20202019
(in thousands)
Three Months Ended June 30,
(Losses) gains from the sale of available-for-sale securities$(76) $99  
Tax benefit (expense)19  (23) 
Net (loss) gain reclassified from accumulated other comprehensive income$(57) $76  
Six Months Ended June 30,
(Losses) gains from the sale of available-for-sale securities$(87) $103  
Tax benefit (expense)21  (24) 
Net (loss) gain reclassified from accumulated other comprehensive income$(66) $79  
Amounts Reclassified from Accumulated Other Comprehensive Income
20212020
(in thousands)
Three Months Ended June 30,
Gains (losses) from the sale of available-for-sale securities$276 $(76)
Tax (expense) benefit(77)19 
Net gain (loss) reclassified from accumulated other comprehensive income$199 $(57)
Six Months Ended June 30,
Gains (losses) from the sale of available-for-sale securities$228 $(87)
Tax (expense) benefit(65)21 
Net gain (loss) reclassified from accumulated other comprehensive income$163 $(66)

1514

Table of Contents

Note 6—Property and Equipment

Property and equipment are recorded at cost. Depreciation is recorded over the estimated useful life of each class of depreciable asset, and is computed using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated asset life or term of the lease. Repairs and maintenance costs are charged to expense as incurred.

The following table sets forth the amounts of property and equipment by each class of depreciable asset as of June 30, 20202021 and December 31, 2019:2020:
June 30, 2020December 31, 2019June 30, 2021December 31, 2020
(in thousands)(in thousands)
Housekeeping and Dietary equipment$22,528  $25,219  
Housekeeping and dietary equipmentHousekeeping and dietary equipment$13,262 $13,862 
Computer hardware and softwareComputer hardware and software9,280  12,769  Computer hardware and software5,595 6,015 
Operating lease — right-of-use assetsOperating lease — right-of-use assets24,449  21,176  Operating lease — right-of-use assets30,052 26,074 
Other1
Other1
1,643  1,698  
Other1
1,583 1,581 
Total property and equipment, at costTotal property and equipment, at cost57,900  60,862  Total property and equipment, at cost50,492 47,532 
Less accumulated depreciationLess accumulated depreciation29,342  32,042  Less accumulated depreciation23,570 20,971 
Total property and equipment, netTotal property and equipment, net$28,558  $28,820  Total property and equipment, net$26,922 $26,561 
1.Includes furniture and fixtures, leasehold improvements and autos and trucks including auto leases.

Depreciation expense for both the three months ended June 30, 20202021 and 20192020 was $2.6 million and $2.3 million, respectively.million. Depreciation expense for the six months ended June 30, 2021 and 2020 was $5.2 million and 2019 was $5.1 million, respectively. Of the depreciation expense recorded for the three and $4.8six months ended June 30, 2021, $1.6 million and $3.1 million related to the depreciation of the Company’s operating lease - right-of-use assets ("ROU Assets"), respectively. Of the depreciation expense recorded for the three and six months ended June 30, 2020, $1.4 million and $2.7 million related to the depreciation of the Company’s operating lease - right-of-use assets ("ROU Assets"), respectively. Of the depreciation expense recorded for the three and six months ended June 30, 2019, $1.0 million and $2.2 million related to the depreciation of the Company's operating lease - ROU Assets, respectively.

Note 7—Leases

The Company recognizes ROU assetsAssets and lease liabilities (“Lease Liabilities”) for automobiles, office buildings, IT equipment, and small storage units for the temporary storage of operational equipment. The Company’s leases have remaining lease terms ranging from less than 1 year to 108 years, and have extension options ranging from 1 year to 5 years. Most leases include the option to terminate the lease within 1 year.

Upon adopting ASC 842, the Company made accounting policy elections using practical expedients offered under the guidance to combine lease and non-lease components within leasing arrangements and to recognize the payments associated with short-term leases in earnings on a straight-line basis over the lease term, with the cost associated with variable lease payments recognized when incurred. These accounting policy elections impact the value of the Company’s ROU Assets and Lease Liabilities. The value of the Company’s ROU Assets is determined as the non-depreciated fair value of its leasing arrangements and is recorded to Property and Equipment, net on the Company’s Consolidated Balance Sheets. The value of the Company’s Lease Liabilities is the present value of fixed lease payments not yet paid, discounted using either the rate implicit in the lease contract if that rate can be determined, or the Company’s incremental borrowing rate ("IBR") and is recorded in Other accrued expenses and Lease liability — long-term portion on the Company’s Consolidated Balance Sheets. The Company’s IBR is determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment.

Any future lease payments that are not fixed based on the terms of the lease contract, or fluctuate based on a factor other than an index or rate, are considered variable lease payments and are not included in the value of the Company’s ROU Assets or Lease Liabilities. The Company’s IBR is determined as the rate of interest that the Company would haveCompany's variable lease payments are mostly incurred from automobile leases and relate to pay to borrow onmiscellaneous transportation costs including repair costs, insurance, and terminal rental adjustments payments due at lease settlement. Such rental adjustment payments can result in a collateralized basis over a similar term an amount equalreduction to the Company's total variable lease payments in a similar economic environment.payments.

1615

Table of Contents

Components of lease expense required by ASC 842 are presented below for the three and six months ended June 30, 20202021 and 2019.2020.
Three Months Ended June 30,Three Months Ended June 30,
2020201920212020
(in thousands)(in thousands)
Lease costLease costLease cost
Operating lease costOperating lease cost$1,394  $1,016  Operating lease cost$1,479 $1,394 
Short-term lease costShort-term lease cost124  340  Short-term lease cost269 124 
Variable lease costVariable lease cost116  131  Variable lease cost(603)116 
Total lease costTotal lease cost$1,634  $1,487  Total lease cost$1,145 $1,634 

Six Months Ended June 30,Six Months Ended June 30,
2020201920212020
(in thousands)(in thousands)
Lease costLease costLease cost
Operating lease costOperating lease cost$2,749  $2,230  Operating lease cost$2,918 $2,749 
Short-term lease costShort-term lease cost253  561  Short-term lease cost436 253 
Variable lease costVariable lease cost262  284  Variable lease cost(531)262 
Total lease costTotal lease cost$3,264  $3,075  Total lease cost$2,823 $3,264 

Supplemental information required by ASC 842 is presented below for the six months ended June 30, 20202021 and 2019.2020.
Six Months Ended June 30,Six Months Ended June 30,
2020201920212020
(dollar amounts in thousands)(dollar amounts in thousands)
Other informationOther informationOther information
Cash paid for amounts included in the measurement of lease liabilitiesCash paid for amounts included in the measurement of lease liabilitiesCash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leasesOperating cash flows from operating leases$2,793  $2,702  Operating cash flows from operating leases$3,243$2,793
Weighted-average remaining lease term — operating leasesWeighted-average remaining lease term — operating leases5.1 years6.9 yearsWeighted-average remaining lease term — operating leases5.2 years5.1 years
Weighted-average discount rate — operating leasesWeighted-average discount rate — operating leases4.9 %4.9 %Weighted-average discount rate — operating leases4.2 %4.9 %

During the three and six months ended June 30, 2020,2021, the Company’s ROU Assets and Lease Liabilities were both reduced by $0.1$0.2 million and $0.3 million, respectively, due to lease cancellations. During the three and six months ended June 30, 2019,2020, the Company’sCompany's ROU Assets and Lease Liabilities were both reduced by less than $0.1 million and $0.1$0.3 million, respectively, due to lease cancellations.

1716

Table of Contents

The following is a schedule by calendar year of future minimum lease payments under operating leases that have remaining terms as of June 30, 2020:2021:

Period/YearOperating Leases
(in thousands)
July 1 to December 31, 2020$2,882  
20214,789  
20223,565  
20231,741  
20241,295  
20251,311  
Thereafter4,204  
Total minimum lease payments1
$19,787  
1.As of June 30, 2020, the Company's total Lease Liabilities in the Consolidated Balance Sheet were $17.5 million, net of imputed interest of $2.2 million.
Period/YearOperating Leases
(in thousands)
July 1 to December 31, 2021$3,195 
20225,497 
20233,649 
20241,716 
20251,311 
20261,337 
Thereafter2,867 
Total minimum lease payments$19,572 
Less: imputed lease discount1,778 
Present value of lease liabilities$17,794 

Note 8—Other Intangible Assets

The Company’s other intangible assets consist of customer relationships, patents, non-compete agreements, and trademarks which were obtained through acquisitions and are recorded at their fair values at the date of acquisition. Intangible assets with determinable lives are amortized on a straight-line basis over their estimated useful lives. The customer relationships have a weighted-averageweighted average amortization period of approximately 10the Company's intangible assets was 9.9 years.

The following table sets forth the estimated amortization expense for intangibles subject to amortization for the remainder of 2020,2021, the following five fiscal years and thereafter:

Period/YearPeriod/YearTotal Amortization ExpensePeriod/YearTotal Amortization Expense
(in thousands)(in thousands)
July 1 to December 31, 2020$2,083  
2021$4,165  
July 1 to December 31, 2021July 1 to December 31, 2021$2,156 
20222022$4,165  2022$4,311 
20232023$3,169  2023$3,315 
20242024$2,035  2024$2,181 
20252025$2,035  2025$2,181 
20262026$2,172 
ThereafterThereafter$2,618  Thereafter$892 

Amortization expense for both the three months ended June 30, 2021 and 2020 was $1.1 million and 2019 was $1.0 million.million, respectively. Amortization expense for both the six months ended June 30, 2021 and 2020 and 2019 was $2.0 million and $2.1 million, respectively.million.

Note 9—Fair Value Measurements

The Company’s current assets and current liabilities are financial instruments and most of these items (other than marketable securities and inventories) are recorded at cost in the Consolidated Balance Sheets. The estimated fair value of these financial instruments approximates their carrying value due to their short-term nature. The carrying value of the Company’s line of credit represents the outstanding amount of the borrowings, which approximates fair value. The Company’s financial assets that are measured at fair value on a recurring basis are its marketable securities and deferred compensation funding. The recorded values of all of the financial instruments approximate their current fair values because of their nature, stated interest rates and respective maturity dates or durations.

1817

Table of Contents

The Company’s marketable securities primarily consist of tax-exempt municipal bonds, which are classified as available-for-sale and are reported at fair value. Unrealized gains and losses associated with these investments are included in other comprehensive income (net of tax) within the Consolidated Statements of Comprehensive Income. The fair value of these marketable securities is classified within Level 2 of the fair value hierarchy, as these securities are measured using 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. Such valuations are determined by a third-party pricing service. For the three months ended June 30, 20202021 and 2019,2020, the Company recorded unrealized gains, net of $1.7taxes of $0.7 million and $0.8$1.7 million on marketable securities, respectively. For the six months ended June 30, 20202021 and 2019,2020, the Company recorded unrealized losses, net of taxes of $0.6 million and unrealized gains, net of taxes of $1.1 million and of $2.2 million on marketable securities, respectively.

For the three months ended June 30, 20202021 and 2019,2020, the Company received total proceeds, less the amount of interest received, of $4.0$7.0 million and $3.6$4.0 million, respectively, from sales of available-for-sale municipal bonds. For the three months ended June 30, 20202021 and 2019,2020, these sales resulted in realized lossesgains of $0.1$0.3 million and realized gainslosses of $0.1 million, respectively. For the six months ended June 30, 20202021 and 2019,2020, the Company received total proceeds, less the amount of interest received, of $5.8$12.0 million and $7.1$5.8 million, respectively, from sales of available-for-sale municipal bonds. For the six months ended June 30, 20202021 and 2019,2020, these sales resulted in realized lossesgains of $0.1$0.2 million and realized gainslosses of $0.1 million, respectively, which were recorded in “Other income – Investment and other income, net” in the Consolidated Statements of Comprehensive Income. The basis for the sale of these securities was the specific identification of each bond sold during the period.

The investments under the funded deferred compensation plan are accounted for as trading securities and unrealized gains or losses are included in earnings. The fair value of these investments are determined based on quoted market prices (Level 1). For the three months ended June 30, 20202021 and 2019,2020, the Company’s recognized unrealized gains of $6.7$2.9 million and of $1.6$6.7 million, respectively, related to equity securities still held at the respective reporting dates. For the six months ended June 30, 20202021 and 2019,2020, the Company's recognized unrealized gains of $1.0$4.1 million and of $5.0$1.0 million, respectively, related to equity securities still held at the respective reporting dates.

The following tables provide fair value measurement information for the Company’s marketable securities and deferred compensation fund investments as of June 30, 20202021 and December 31, 2019:2020:

As of June 30, 2020
Fair Value Measurement Using:
Carrying AmountTotal Fair ValueQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in thousands)
Financial Assets:
Marketable securities
Municipal bonds — available-for-sale$92,318  $92,318  $—  $92,318  $—  
Deferred compensation fund
Money Market 1
$2,440  $2,440  $—  $2,440  $—  
Balanced and Lifestyle8,990  8,990  8,990  —  —  
Large Cap Growth13,305  13,305  13,305  —  —  
Small Cap Growth3,923  3,923  3,923  —  —  
Fixed Income4,153  4,153  4,153  —  —  
International1,715  1,715  1,715  —  —  
Mid Cap Growth2,691  2,691  2,691  —  —  
Deferred compensation fund$37,217  $37,217  $34,777  $2,440  $—  

As of June 30, 2021
Fair Value Measurement Using:
Carrying AmountTotal Fair ValueQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(in thousands)
Financial Assets:
Marketable securities
Municipal bonds — available-for-sale$125,843 $125,843 $$125,843 $
Deferred compensation fund
Money Market1
$2,562 $2,562 $$2,562 $
Balanced and Lifestyle12,124 12,124 12,124 
Large Cap Growth18,760 18,760 18,760 
Small Cap Growth5,951 5,951 5,951 
Fixed Income4,872 4,872 4,872 
International2,388 2,388 2,388 
Mid Cap Growth3,777 3,777 3,777 
Deferred compensation fund$50,434 $50,434 $47,872 $2,562 $
1918

Table of Contents

As of December 31, 2019
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)
(in thousands)
Financial Assets:
Marketable securities
Municipal bonds — available-for-sale$90,711  $90,711  $—  $90,711  $—  
Deferred compensation fund
Money Market 1
$2,625  $2,625  $—  $2,625  $—  
Balanced and Lifestyle10,294  10,294  10,294  —  —  
Large Cap Growth11,369  11,369  11,369  —  —  
Small Cap Growth4,120  4,120  4,120  —  —  
Fixed Income4,072  4,072  4,072  —  —  
International1,932  1,932  1,932  —  —  
Mid Cap Growth2,835  2,835  2,835  —  —  
Deferred compensation fund$37,247  $37,247  $34,622  $2,625  $—  

As of December 31, 2020
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)
(in thousands)
Financial Assets:
Marketable securities
Municipal bonds — available-for-sale$125,012 $125,012 $$125,012 $
Deferred compensation fund
Money Market1
$3,006 $3,006 $$3,006 $
Balanced and Lifestyle10,815 10,815 10,815 
Large Cap Growth17,223 17,223 17,223 
Small Cap Growth5,337 5,337 5,337 
Fixed Income4,850 4,850 4,850 
International2,250 2,250 2,250 
Mid Cap Growth3,344 3,344 3,344 
Deferred compensation fund$46,825 $46,825 $43,819 $3,006 $
1.The fair value of the money market fund is based on the net asset value (“NAV”) of the shares held by the plan at the end of the period. The money market fund includes short-term United States dollar denominated money market instruments and the NAV is determined by the custodian of the fund. The money market fund can be redeemed at its NAV at the measurement date as there are no significant restrictions on the ability to sell this investment.

Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair ValueOther-than-temporary ImpairmentsAmortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair ValueOther-than-temporary Impairments
(in thousands)(in thousands)
June 30, 2020
June 30, 2021June 30, 2021
Type of security:Type of security:Type of security:
Municipal bonds — available-for-saleMunicipal bonds — available-for-sale$87,226  $5,092  $—  $92,318  $—  Municipal bonds — available-for-sale$119,938 $6,006 $(101)$125,843 $
Total debt securitiesTotal debt securities$87,226  $5,092  $—  $92,318  $—  Total debt securities$119,938 $6,006 $(101)$125,843 $
December 31, 2019
December 31, 2020December 31, 2020
Type of security:Type of security:Type of security:
Municipal bonds — available-for-saleMunicipal bonds — available-for-sale$87,016  $3,695  $—  $90,711  $—  Municipal bonds — available-for-sale$117,970 $7,043 $(1)$125,012 $
Total debt securitiesTotal debt securities$87,016  $3,695  $—  $90,711  $—  Total debt securities$117,970 $7,043 $(1)$125,012 $

The following table summarizes the contractual maturities of debt securities held at June 30, 20202021 and December 31, 2019,2020, which are classified as marketable securities in the Consolidated Balance Sheets:

Municipal Bonds — Available-for-SaleMunicipal Bonds — Available-for-Sale
Contractual maturity:Contractual maturity:June 30, 2020December 31, 2019Contractual maturity:June 30, 2021December 31, 2020
(in thousands)(in thousands)
Maturing in one year or lessMaturing in one year or less$2,498  $876  Maturing in one year or less$5,060 $2,927 
Maturing in second year through fifth yearMaturing in second year through fifth year33,476  16,071  Maturing in second year through fifth year32,074 26,324 
Maturing in sixth year through tenth yearMaturing in sixth year through tenth year20,839  38,801  Maturing in sixth year through tenth year52,474 55,366 
Maturing after ten yearsMaturing after ten years35,505  34,963  Maturing after ten years36,235 40,395 
Total debt securitiesTotal debt securities$92,318  $90,711  Total debt securities$125,843 $125,012 

2019

Table of Contents

Note 10—Shared-Based Compensation

The components of the Company’s shared-based compensation expense for the six months ended June 30, 20202021 and 20192020 are as follows:
Six Months Ended June 30,Six Months Ended June 30,
2020201920212020
(in thousands)(in thousands)
Stock optionsStock options$1,054  $1,326  Stock options$918 $1,054 
Restricted stock and restricted stock units2,598  1,998  
Restricted stock units and deferred stock unitsRestricted stock units and deferred stock units3,148 2,598 
Performance stock unitsPerformance stock units197 
Employee Stock Purchase PlanEmployee Stock Purchase Plan273  335  Employee Stock Purchase Plan306 273 
Total pre-tax share-based compensation expense charged against income1
Total pre-tax share-based compensation expense charged against income1
$3,925  $3,659  
Total pre-tax share-based compensation expense charged against income1
$4,569 $3,925 
1.Share-based compensation expense is recorded in cost of services and selling, general and administrative expense in the Company’s Consolidated Statements of Comprehensive Income.

At June 30, 2020,2021, the unrecognized compensation cost related to unvested stock options and awards was $20.4$22.4 million. The weighted average period over which these awards will vest is approximately 3.1 years.

2020 Omnibus Incentive Plan

On May 26, 2020, the Company adopted the 2020 Omnibus Incentive Plan (the "2020 Plan") after approval by the Company's Shareholders at the Annual Meeting of Shareholders. The 2020 Plan provides that current or prospective officers, employees, non-employee directors and advisors can receive share-based awards such as stock options, performance stock units, restricted stock units and other stock awards. The 2020 Plan seeks to encourage profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company's operating objectives.

As of June 30, 2020,2021, there were 2.55.0 million shares of common stock reserved for issuance under the 2020 Plan, of which, all2.0 million are available for future grant. The amount of shares available for issuance under the 2020 Plan will increase when outstanding awards under the Company's Second Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) are subsequently forfeited, terminated, lapsed, or satisfied thereunder in cash or property other than shares. No stock award will have a term in excess of 10 years. The Nominating, Compensation and Stock Option Committee (the "NCSO") of the Board of Directors is responsible for determining the terms of the grants in accordance with the 2020 Plan.

2012 Equity Incentive Plan

The 2012 Plan was replaced by the 2020 Plan upon shareholder approval of the 2020 Plan on May 26, 2020. Accordingly, no new equity awards will be granted under the 2012 Plan.

Stock Options

A summary of stock options outstanding under the 2020 Plan and the 2012 Plan as of December 31, 20192020 and changes during the six months ended June 30, 2020 is2021 are as follows:
Stock Options OutstandingStock Options Outstanding
Number of SharesWeighted Average Exercise PriceNumber of SharesWeighted Average Exercise Price
(in thousands)(in thousands)
December 31, 20192,107  $32.99  
December 31, 2020December 31, 20202,098 $33.35 
GrantedGranted210  $24.43  Granted207 $28.45 
ExercisedExercised(99) $17.75  Exercised(71)$24.77 
ForfeitedForfeited(11) $37.65  Forfeited(1)$39.38 
ExpiredExpired(39) $31.97  Expired(8)$33.22 
June 30, 20202,168  $32.85  
June 30, 2021June 30, 20212,225 $33.16 

20

Table of Contents

The weighted average grant-date fair value of stock options granted during the six months ended June 30, 2021 and 2020 was $7.01 and 2019 was $4.62 and $8.18 per common share, respectively. The total intrinsic value of stock options exercised during the six months ended June 30, 2021 and 2020 was $0.4 million and 2019 was $0.9 million, and $1.5 million, respectively.
21

Table of Contents

The fair value of stock option awards granted in 20202021 and 20192020 was estimated on the date of grant using the Black-Scholes option valuation model with the following assumptions:
Six Months Ended June 30,Six Months Ended June 30,
2020201920212020
Risk-free interest rateRisk-free interest rate1.8 %2.5 %Risk-free interest rate0.6 %1.8 %
Weighted average expected lifeWeighted average expected life6.6 years5.7 yearsWeighted average expected life6.6 years6.6 years
Expected volatilityExpected volatility26.5 %22.6 %Expected volatility34.7 %26.5 %
Dividend yieldDividend yield3.2 %1.9 %Dividend yield2.9 %3.2 %

The following table summarizes other information about the stock options at June 30, 2020:2021:
June 30, 20202021
(amounts in thousands, except per share data)
Outstanding:
Aggregate intrinsic value$1,4975,632 
Weighted average remaining contractual life5.65.3 years
Exercisable:
Number of options1,4501,579 
Weighted average exercise price$31.0833.07 
Aggregate intrinsic value$1,4913,763 
Weighted average remaining contractual life4.54.2 years

Restricted Stock Units and Restricted Stock

The fair value of outstanding restricted stock units and restricted stock was determined based on the market price of the shares on the date of grant. During the six months ended June 30, 2021, the Company granted 0.3 million restricted stock units to its employees with a weighted average grant date fair value of $28.53 per unit. During the six months ended June 30, 2020, the Company granted 0.3 million restricted stock units with a weighted average grant date fair value of $24.43 per unit. During the six months ended June 30, 2019, the Company granted 0.2 million restricted stock units with a weighted average grant date fair value of $40.49 per unit.

During the six months ended June 30, 20202021 and 2019,2020, the Company did 0t grant any restricted stock.

A summary of the outstanding restricted stock units and restricted stock as of December 31, 20192020 and changes during the six months ended June 30, 20202021 is as follows:
Restricted Stock Units and Restricted StockRestricted Stock Units
NumberWeighted Average Grant Date Fair ValueNumberWeighted Average Grant Date Fair Value
(in thousands)(in thousands)
December 31, 2019362  $43.24  
December 31, 2020December 31, 2020561 $33.31 
GrantedGranted307  $24.43  Granted262 $28.53 
VestedVested(93) $42.30  Vested(146)$35.35 
ForfeitedForfeited(10) $32.69  Forfeited(7)$30.14 
June 30, 2020566  $33.37  
June 30, 2021June 30, 2021670 $31.03 

21

Table of Contents

Performance Stock Units

On January 4, 2021, the NCSO granted 35,000 Performance Stock Units ("PSUs") to the Company's executive officers. Such PSUs are contingent upon the achievement of certain total shareholder return ("TSR") targets as compared to the TSR of the S&P 400 MidCap Index and the participant's continued employment with the Company for the three year period ending December 31, 2023, the date at which such awards vest. The unrecognized share-based compensation cost of the TSR-based PSU awards at June 30, 2021 is $1.0 million and is expected to be recognized over a weighted-average period of 2.5 years.

A summary of the outstanding PSUs as of December 31, 2020 and changes during the six months ended June 30, 2021 is as follows:

Performance Stock Units
NumberWeighted Average Grant Date Fair Value
(in thousands)
December 31, 2020$
Granted35 $34.52 
Vested$
Forfeited$
June 30, 202135 $34.52 

Deferred Stock Units

On June 4, 2021, the NCSO granted 10,000 Deferred Stock Units ("DSUs") to the Company's non-employee directors. Each DSU award vests in one year. Once vested, the recipient shall be entitled to receive a lump sum payment of a number of shares equal to the total number of DSUs issued to such recipient upon the first to occur of (i) the five years anniversary of the date of grant, (ii) the recipient's death, disability or separation of service from the Board, or (iii) a change of control (as defined by the 2020 Plan). The unrecognized share-based compensation cost of the DSU awards at June 30, 2021 is $0.3 million and is expected to be recognized over a weighted-average period of 0.9 years.

Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan ("ESPP") is currently available through 20212026 to all eligible employees. All full-time and part-time employees who work an average of 20 hours per week and have completed two years of continuous service with the Company are eligible to participate. Annual offerings commence and terminate on the respective year’s first and last calendar day.

Under the ESPP, the Company is authorized to issue up to 4.1 million shares of its common stock to its employees. Pursuant to such authorization, there are 2.1 million shares available for future grant at June 30, 2020.
22

Table of Contents
2021.

The expense associated with the options granted under the ESPP during the six months ended June 30, 20202021 and 20192020 was estimated on the date of grant using the Black-Scholes option valuation model with the following assumptions:
Six Months Ended June 30,
20212020
Risk-free interest rate0.1%1.6%
Weighted average expected life (years)1.01.0
Expected volatility61.7%42.0%
Dividend yield2.9%3.3%

Six Months Ended June 30,
20202019
Risk-free interest rate1.6%2.6%
Weighted average expected life (years)1.01.0
Expected volatility42.0%30.8%
Dividend yield3.3%1.9%
22

Table of Contents

Deferred Compensation Plan

The Company offers a Supplemental Executive Retirement Plan (“SERP”) for executives and certain key employees. The SERP allows participants to defer a portion of their earned income on a pre-tax basis and as of the last day of each plan year, each participant will be credited with a match of a portion of their deferral in the form of the Company’s common stock based on the then-current market value. Under the SERP, the Company is authorized to issue 1.0 million shares of its common stock to its employees. Pursuant to such authorization, the Company has 0.40.3 million shares available for future grant at June 30, 2020.2021. At the time of issuance, such shares are accounted for at cost as treasury stock.

The following table summarizes information about the SERP during the six months ended June 30, 20202021 and 2019:2020:
Six Months Ended June 30,Six Months Ended June 30,
20202019 20212020
(in thousands)(in thousands)
SERP expense 1
SERP expense 1
$298  $346  
SERP expense 1
$324 $298 
Unrealized gain recorded in SERP liability accountUnrealized gain recorded in SERP liability account$763  $4,939  Unrealized gain recorded in SERP liability account$4,207 $763 
1.Both the SERP match and the deferrals are included in the selling, general and administrative caption in the Consolidated Statements of Comprehensive Income.

Note 11—Dividends

During the six months ended June 30, 2020, the Company paid regular quarterly cash dividends totaling approximately $30.2 million as follows:
Quarter Ended
June 30, 2020March 31, 2020
(in thousands, except per share data)
Cash dividend paid per common share$0.20250  $0.20125  
Total cash dividends paid$15,128  $15,033  
Record dateMay 22, 2020February 28, 2020
Payment dateJune 26, 2020March 27, 2020

Additionally, on July 21, 2020, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.20375 per common share, which will be paid on September 25, 2020, to shareholders of record as of the close of business on August 21, 2020.

Cash dividends declared for the periods presented were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Cash dividends declared per common share0.20375  0.19875  0.40625  0.39625  


23

Table of Contents
Note 12—Income Taxes

The Company’s annual effective tax rate is impacted by the tax effects of option exercises, and vested awards, and an accrual pertaining to the potential settlement with the Securities and Exchange Commission (“SEC”) to resolve its investigation, which are all treated as discrete items in the reporting period in which they occur, and therefore cannot be considered in the calculation of the estimated annual effective tax rate. The impact on the Company’s income tax provision through the six months ended June 30, 20202021 for such discrete items was not material.approximately $1.5 million.

Differences between the effective tax rate and the applicable U.S. federal statutory rate arise primarily from the effect of state and local income taxes, share-based compensation and tax credits available to the Company. The actual 20202021 effective tax rate will likely vary from the estimate depending on the actual operating income earned with availability of tax credits and the exercise of stock options and vesting of share-based awards. The Company’s estimate for the 2020 effective tax rate has not been adjusted for any impacts related to COVID-19.

The Company accounts 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, the Company regularly evaluates the tax positions taken or expected to be taken resulting from financial statement recognition of certain items. Based on the evaluation, there are 0 significant uncertain tax positions requiring recognition in the Company’s financial statements. The evaluation was performed for the tax years ended December 31, 20162017 through 20192020 (with regard to U.S. federal income tax returns) and December 31, 20152016 through 20192020 (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, 2020.2021.

The Company may from time to time be assessed interest or penalties by taxing jurisdictions, although any such assessments historically have been minimal. When the Company has received an assessment for interest and/or penalties, it will be classified in the financial statements as selling, general and administrative expense. In addition, any interest or penalties relating to recognized uncertain tax positions would also be recorded in selling, general and administrative expense.

Note 13—12—Segment Information

The Company manages and evaluates its operations in 2 reportable segments: Housekeeping (housekeeping, laundry, linen and other services) and Dietary (dietary department services). Although both segments serve the same customer base and share many operational similarities, they are managed separately due to distinct differences in the type of services provided, as well as the specialized expertise required of the professional management personnel responsible for delivering each segment’s services. Such services are rendered pursuant to discrete contracts, specific to each reportable segment.

2423

Table of Contents

The Company’s accounting policies for the segments are generally the same as described in the Company’s significant accounting policies. Differences between the reportable segments’ operating results and other disclosed data and the information in the consolidated financial statements relate primarily to corporate level transactions and recording of transactions at the reportable segment level using 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 in the consolidated financial statements. In addition, most corporate expenses such as corporate salary and benefit costs, certain legal costs, debt expense, information technology costs, depreciation, amortization of finite-lived intangible assets, share based compensation costs and other corporate-specific costs, are not fully allocated to the operating segments. There are also allocations for workers’ compensation and general liability expense within the operating segments that differ from the actual expense recorded by the Company under U.S. GAAP. Segment amounts disclosed are prior to elimination entries made in consolidation.
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in thousands)(in thousands)
RevenuesRevenuesRevenues
HousekeepingHousekeeping$227,650  $228,911  $451,943  $462,045  Housekeeping$202,841 $227,650 $417,899 $451,943 
DietaryDietary224,379  233,190  449,236  476,167  Dietary195,330 224,379 388,023 449,236 
TotalTotal$452,029  $462,101  $901,179  $938,212  Total$398,171 $452,029 $805,922 $901,179 
Income before income taxesIncome before income taxesIncome before income taxes
HousekeepingHousekeeping$25,258  $24,804  $49,199  $51,311  Housekeeping$22,621 $25,258 $50,788 $49,199 
DietaryDietary18,668  9,713  32,997  25,138  Dietary13,768 18,668 33,816 32,997 
Corporate and eliminations1
Corporate and eliminations1
(13,514) (10,900) (25,002) (40,940) 
Corporate and eliminations1
(21,326)(13,514)(36,589)(25,002)
TotalTotal$30,412  $23,617  $57,194  $35,509  Total$15,063 $30,412 $48,015 $57,194 
1.Primarily represents corporate office costs and related overhead, recording of certain inventories and supplies and workers compensation costs at the reportable segment level which use accounting methods that differ from those used at the corporate level, as well as consolidated subsidiaries’ operating expenses that are not allocated to the reportable segments, net of investment and other income and interest expense.

24

Table of Contents

Note 14—13—Earnings Per Common Share

Basic and diluted earnings per common share are computed by dividing net income by the weighted-average number of basic and diluted common shares outstanding, respectively. The weighted-average number of diluted common shares includes the impact of dilutive securities, including outstanding stock options, and unvested restricted stock units, and restrictedperformance stock units. The table below reconciles the weighted-average basic and diluted common shares outstanding:
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended June 30,Six Months Ended June 30,
20202019202020192021202020212020
(in thousands)(in thousands)
Numerator for basic and diluted earnings per share:Numerator for basic and diluted earnings per share:
Net incomeNet income$9,565 $23,101 $34,218 $43,291 
Denominator:Denominator:
Weighted average number of common shares outstanding - basicWeighted average number of common shares outstanding - basic74,695  74,352  74,676  74,327  Weighted average number of common shares outstanding - basic75,005 74,695 75,004 74,676 
Effect of dilutive securities 1
Effect of dilutive securities 1
66  267  88  342  
Effect of dilutive securities 1
207 66 214 88 
Weighted average number of common shares outstanding - dilutedWeighted average number of common shares outstanding - diluted74,761  74,619  74,764  74,669  Weighted average number of common shares outstanding - diluted75,212 74,761 75,218 74,764 
Basic earnings per share:Basic earnings per share:$0.13 $0.31 $0.46 $0.58 
Diluted earnings per share:Diluted earnings per share:$0.13 $0.31 $0.45 $0.58 
1.Certain outstanding equity awards are anti-dilutive and therefore were excluded from the calculation of the weighted average number of diluted common shares outstanding.

Anti-dilutive outstanding equity awards under share-based compensation plans were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
(in thousands)
Anti-dilutive2,102  1,536  2,096  1,455  
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(in thousands)
Anti-dilutive1,485 2,102 1,590 2,096 

25

Table of Contents
Note 15—14—Other Contingencies

Line of Credit

At June 30, 2020,2021, the Company had a $475 million bank line of credit on which to draw for general corporate purposes. Amounts drawn under the line of credit are payable upon demand and generally bear interest at a float rate, based on the Company’s leverage ratio, and starting at LIBOR plus 115 basis points (or if LIBOR becomes unavailable, the higher of the Overnight Bank Funding Rate, plus 50 basis points and the Prime Rate). As of June 30, 2021 and December 31, 2020, there were 0 borrowings under the line of credit. As of December 31, 2019 there were $10.0 million in borrowings under the line of credit. The line of credit requires the Company to satisfy two financial covenants, with which the Company is in compliance as of June 30, 2020.2021. The line of credit expires on December 21, 2023.

At June 30, 2020,2021, the Company also had outstanding $64.9 million in irrevocable standby letters of credit, which relate to payment obligations under the Company’s insurance programs. In connection with the issuance of the letters of credit, the amount available under the line of credit was reduced by $64.9 million to $410.1 million at June 30, 2020.2021. The letters of credit expire on January 2, 2021. Besides the $64.9 million letters of credit there are no other restrictions as to the amount which the Company can draw upon the $475 million line of credit.4, 2022.

Tax Jurisdictions and Matters

The Company provides services throughout the continental United States and is subject to numerous state and local taxing jurisdictions. In the ordinary course of business, a jurisdiction may contest the Company’s reporting positions with respect to the application of its tax code to the Company’s services, which could result in additional tax liabilities.

25

Table of Contents

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

Legal Proceedings

The Company is 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. AsIn accordance with FASB ASC 450 – Contingencies (“ASC 450”), as the Company becomes aware of such claims and legal actions, the Company records accruals for any exposures that are probable and estimable. IfSignificant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In accordance with ASC 450, the Company does not accrue for contingent losses that, in its judgment, are considered to be reasonably possible but not probable. In the event the Company determines that adverse outcomes of such claims and legal actions are reasonably possible, Management assesses materiality and provides financial disclosure regarding the matter, including a range of possible loss when the exposure is estimable, as appropriate.required by ASC 450.

As previously disclosed, the Securities and Exchange Commission (“SEC”)SEC is conducting an investigation into the Company’s earnings per share (“EPS”) calculation practices.practices, which focuses on periods prior to 2018. Following receipt of a letter from the SEC in November 2017 regarding its inquiry into those practices followed by 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 continues to cooperate with the SEC’s investigation and document requests. The Company and the SEC staff have been engaged in discussions regarding a potential resolution of the investigation, which will be subject to review and approval by the SEC Commissioners. As a result of these discussions, the Company has determined, in accordance with ASC 450, to record a charge of $6.0 million relating to the potential settlement of the SEC's investigation. Because any resolution would be subject to review and approval by the SEC Commissioners, the Company cannot predict the timing of any settlement, the ultimate resolution of the investigation, or any final settlement amount.

On March 22, 2019, a putative shareholder class action lawsuit was filed against the Company and its Chief Executive Officer in the U.S. District Court for the Eastern District of Pennsylvania.Pennsylvania, seeking unspecified monetary damages and other relief on behalf of the plaintiff class. The initial complaint, which was filed by a plaintiff purportedly on behalf of all purchasers of the Company’s securities between April 11, 2017 and March 4, 2019 (the "Class Period"“Class Period”), alleges violations of the federal securities laws in connection with the matters related to the Company’s EPS calculation practices. On September 17, 2019, the complaint was amended to, among other things, extend the Class Period to cover the period between April 8, 2014 and March 4, 2019, and to name additional individuals affiliated with the Company as defendants. The lead plaintiff seeks unspecified monetary damages and other relief on behalf of the plaintiff class.

WhileOn March 17, 2021, the parties reached an agreement in principle to settle the action on a class-wide basis. On June 29, 2021, the parties entered into a stipulation of settlement, which they have submitted to the Court for preliminary approval. Our insurance carriers have agreed to pay the entirety of the settlement amount upon court approval of the settlement. As of March 31, 2021, the associated contingency was included within the "Other accrued expenses" and "Prepaid expenses and other assets" captions on the Company's Consolidated Balance Sheet.

The Company iscontinues to vigorously defendingdefend against all active litigation claims asserted, this litigation—along withasserted. Any of the ongoing SEC investigation—foregoing matters could result in substantial costs to the Company, and a diversion of the Company’sdivert management’s attention and resources, which couldand adversely affect the Company’s business condition or harm its business.reputation, regardless of their merit or outcome. In addition, the uncertainty of the pending lawsuitlawsuits or potential filing of additional lawsuits could lead to more volatility and a reduction in the Company’s stock price. At this time the Company is unable to reasonably estimate possible losses or form a judgment that an unfavorable outcome is either probable or remote. It is not

26

Table of Contents
currently possible to assess whether or not the outcome of these proceedings may have a material adverse effect on the Company.

Government Regulations

The Company’s customers are concentrated in the healthcare industry and are primarily providers of long-term care many of whom have been significantly impacted by COVID-19. For those customers who were impacted, the pandemic has resulted in increased operating costs, reductions in new resident admitants, and reduced census. The revenues of many of the Company’s customers are highly reliant on Medicare, Medicaid and third party payors’ reimbursement funding rates. New legislation or additional changes in existing regulations could directly impact the governmental reimbursement programs in which the customers participate. There have been several enacted and proposed federal and state relief measures as a result of COVID-19 which should provide support for these customers during this pandemic, however, the full benefit of any such programs would not be realized until these programs are fully implemented, government agencies issue applicable regulations or guidance and such relief is provided.

Note 16—15—Subsequent Events

The Company evaluated all subsequent events through the filing date of this Form 10-Q. There were no events or transactions occurring during this subsequent reporting period which require recognition or additional disclosure in these financial statements.

27

Table of Contents

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

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 when 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, 20202021 and December 31, 20192020 and the notes accompanying those financial statements.

COVID-19 Considerations

The Company’s priorities during the COVID-19 pandemic are protecting the health and safety of our employees; maximizing the impact of our main services in helping customers with the housekeeping and dietary services needs of their facilities, and deploying the talents of our employees and our resources to help the communities we serve meet and overcome the current challenges. In the quarter ended June 30, 2020,2021, the COVID-19 pandemic did not have a material net impact on our consolidated operating results. Revenues for the quarter ended June 30, 20202021 included $17.2$4.7 million of COVID-19 supplemental billings, primarily related to employee pay premiums passed through to customers, which were offset by temporary decreases in recurring billings as a result of census-driven cost reductions in staffing and purchasing. In the future, the pandemic may cause reduced demand for our services if, for example, the pandemic results in a recessionary economic environment to the long-term care and skilled nursing industries in which we serve; however since the services that we offer are essential to the daily lives of our customers, we believe that over the long term, there will continue to be strong demand for our services. The full impact that COVID-19 will have on our future revenues is not yet known at this time.

Our ability to operate without significant negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and our supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect our employees, with particular measures in place for those working in our customer facilities. For the six monthsquarter ended June 30, 2020,2021, we maintained the consistency of our operations during the onset of the COVID-19 pandemic. We will continue to innovate in managing our business, coordinating with nursing departments to do our part in the infection prevention and control continuum and remain flexible in responding to our customer-partners. However, the continued uncertainty resulting from the pandemic and the effect of the vaccine could result in an unforeseen disruption to our workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our operations.

Through June 30, 2020, the pandemic has not negatively impacted the Company’s liquidity position as of such date. Through June 30, 2020,2021, we continue to generate operating cash flows to meet our short-term liquidity needs, and we expect to maintain access to the capital markets. We have also not observed any material impairments of our assets or a significant change in the fair value of our assets due to the COVID-19 pandemic.

For additional information on risk factors related to the pandemic or other risks that could impact our results, please refer to “Risk Factors” in Part II,I, Item 1A of thisthe Company's Annual Report on Form 10-Q.10-K for the year ended December 31, 2020 (the "Form 10-K").

Overview

We provide management, administrative and operating expertise and services to the housekeeping, laundry, linen, facility maintenance and dietary service departments of healthcare facilities, including nursing homes, retirement complexes, rehabilitation centers and hospitals located throughout the United States. We believe 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 overapproximately 3,000 facilities throughout the continental United States as of June 30, 2020.2021.

We provide services primarily pursuant to full service agreements with our customers. Under such agreements, we are responsible for the day-to-day management of the employees located at our customers’ facilities, as well as for the provision of certain supplies. We also provide services on the basis of management-only agreements for a limited number of customers. Under a management-only agreement, we provide management and supervisory services while the customer facility retains payroll responsibility for the non-supervisory staff. Our agreements with customers typically provide for a renewable one year service term, cancellable by either party upon 30 to 90 days’ notice after an initial period of 60 to 120 days.

28

Table of Contents

We are organized into two reportable segments: housekeeping, laundry, linen and other services (“Housekeeping”), and dietary department services (“Dietary”).
28

Table of Contents

Housekeeping consists of managing our customers’ housekeeping departments, which are principally responsible for the cleaning, disinfecting and sanitizing of resident rooms and common areas of the customers’ facilities, as well as the laundering and processing of the bed linens, uniforms, resident personal clothing and other assorted linen items utilized at the customers’ facilities. Upon beginning service with a customer facility, we typically hire and train the employees previously employed by such facility and assign an on-site manager to supervise and train the front-line personnel and coordinate housekeeping services with other facility support functions in accordance with customer requests. Such management personnel also oversee the execution of various cost and quality control procedures including continuous training and employee evaluation.

Dietary consists of managing our customers’ dietary departments, which are principally responsible for food purchasing, meal preparation and professional dietitian services, which include the development of menus that meet the dietary needs of residents. On-site management is responsible for all daily dietary department activities, with regular support provided by a District Manager specializing in dietary services. We also offer clinical consulting services to our dietary customers, which may be provided as a stand-alone service, or bundled with other dietary department services. Upon beginning service with a customer facility, we typically hire and train the employees previously employed by such facility and assign an on-site manager to supervise and train the front-line personnel and coordinate dietitian services with other facility support functions in accordance with customer requests. Such management personnel also oversee the execution of various cost and quality control procedures including continuous training and employee evaluation.

At June 30, 2020,2021, Housekeeping services were provided at essentially all of our approximately 3,000 customer facilities, generating approximately 50.2%51.9% or $451.9$417.9 million of our total revenues for the six months ended June 30, 2020.2021. Dietary services were provided to over 1,500 customer facilities at June 30, 20202021 and contributed approximately 49.8%48.1% or $449.3$388.0 million of our total revenues for the six months ended June 30, 2020.2021.


29

Table of Contents

Three Months Ended June 30, 20202021 and 20192020

The following table summarizes the income statement key components that we use to evaluate our financial performance on a consolidated and reportable segment basis, for the three months ended June 30, 20202021 and 2019.2020. The differences between the reportable segments’ operating results and other disclosed data and our consolidated financial results relate primarily to corporate level transactions and adjustments related to transactions recorded at the reportable segment level which use methods other than generally accepted accounting principles.

Three Months Ended June 30,Three Months Ended June 30,
20202019% Change20212020% Change
(in thousands)(in thousands)
RevenuesRevenuesRevenues
HousekeepingHousekeeping$227,650  $228,911  (0.6)%Housekeeping$202,841 $227,650 (10.9)%
DietaryDietary224,379  233,190  (3.8)%Dietary195,330 224,379 (12.9)%
ConsolidatedConsolidated$452,029  $462,101  (2.2)%Consolidated$398,171 $452,029 (11.9)%
Costs of services providedCosts of services providedCosts of services provided
HousekeepingHousekeeping$202,392  $204,107  (0.8)%Housekeeping$180,220 $202,392 (11.0)%
DietaryDietary205,711  223,477  (7.9)%Dietary181,562 205,711 (11.7)%
Corporate and eliminationsCorporate and eliminations(20,586) (27,099) (24.0)%Corporate and eliminations(25,371)(20,586)23.2 %
ConsolidatedConsolidated$387,517  $400,485  (3.2)%Consolidated$336,411 $387,517 (13.2)%
Selling, general and administrative expenseSelling, general and administrative expenseSelling, general and administrative expense
Corporate and eliminationsCorporate and eliminations$41,465  $38,609  7.4 %Corporate and eliminations$50,051 $41,465 20.7 %
Investment and other income, netInvestment and other income, netInvestment and other income, net
Corporate and eliminationsCorporate and eliminations$7,745  $1,393  456.0 %Corporate and eliminations$3,684 $7,745 (52.4)%
Interest expenseInterest expenseInterest expense
Corporate and eliminationsCorporate and eliminations$(380) $(783) (51.5)%Corporate and eliminations$(330)$(380)(13.2)%
Income (loss) before income taxesIncome (loss) before income taxesIncome (loss) before income taxes
HousekeepingHousekeeping$25,258  $24,804  1.8 %Housekeeping$22,621 $25,258 (10.4)%
DietaryDietary18,668  9,713  92.2 %Dietary13,768 18,668 (26.2)%
Corporate and eliminationsCorporate and eliminations(13,514) (10,900) (24.0)%Corporate and eliminations(21,326)(13,514)(57.8)%
ConsolidatedConsolidated$30,412  $23,617  28.8 %Consolidated$15,063 $30,412 (50.5)%

Housekeeping and Dietary revenues represented approximately 50.4%50.9% and 49.1% of consolidated revenues for the three months ended June 30, 2020. Dietary revenues represented approximately 49.6% of consolidated revenues for the three months ended June 30, 2020.2021, respectively.

30

Table of Contents

The following table sets forth the ratio of certain items to consolidated revenues:
Three Months Ended June 30,Three Months Ended June 30,
2020201920212020
RevenuesRevenues100.0 %100.0 %Revenues100.0 %100.0 %
Operating costs and expenses:Operating costs and expenses:Operating costs and expenses:
Costs of services providedCosts of services provided85.7 %86.7 %Costs of services provided84.5 %85.7 %
Selling, general and administrative expenseSelling, general and administrative expense9.2 %8.4 %Selling, general and administrative expense12.6 %9.2 %
Other income (expense):Other income (expense):Other income (expense):
Investment and other income, netInvestment and other income, net1.7 %0.3 %Investment and other income, net0.9 %1.7 %
Interest expenseInterest expense(0.1)%(0.2)%Interest expense(0.1)%(0.1)%
Income before income taxesIncome before income taxes6.7 %5.0 %Income before income taxes3.7 %6.7 %
Income taxIncome tax1.6 %1.2 %Income tax1.4 %1.6 %
Net incomeNet income5.1 %3.8 %Net income2.3 %5.1 %

Revenues

Consolidated

Consolidated revenues decreased 2.2%11.9% to $452.0$398.2 million for the three months ended June 30, 20202021 compared to $462.1$452.0 million for the corresponding period in 2019,2020, as a result of the factors discussed below under Reportable Segments.

Reportable Segments

Housekeeping and Dietary revenues decreased 0.6%10.9% and 3.8%12.9%, respectively, during the three months ended June 30, 20202021 compared to the corresponding period in 2019,2020, primarily driven by the Company exiting facilities in conjunction with operator transitions where we have been unable to come to agreeable terms. Revenue for the three months ended June 30, 2020 included $17.2 million of COVID-19 supplemental billings, primarily related to employee pay premiums passed through to customers, which were offset by temporary decreases in recurring billings as a result of census-driven cost reductions in staffing and purchasing.

Aspurchasing, a decrease in number of facilities serviced and an agreement with a customer to modified pricing and payment terms, offset by $0.8 million of COVID-19 supplemental billings recognized during the three months ended June 30, 2020, our revenues were not adversely impacted by COVID-19.2021, primarily related to employee pay premiums passed through to customers. The full impact ofthat COVID-19 will have on our future revenues is not yet known at this time.

Costs of Services Provided

Consolidated

Consolidated costs of services provided decreased 3.2%in line with revenues by 13.2% to $336.4 million for the three months ended June 30, 2021 compared to $387.5 million for the three months ended June 30, 2020 compared to $400.5 million for the three months ended June 30, 2019.2020. During the three months ended June 30, 2020,2021, costs of services related to COVID-19 were primarily re-billedbilled back to our customers. FutureAny future increases to both labor and supplies expense as a result of COVID-19 are possible, however we anticipate tothat we will be reimbursed from our customers for most COVID-19 related costs which are outside the scope of services or supplies which we are contractually obligated. The terms in our service agreements support this anticipation and the expectation of our customers' eligibility for additional reimbursement under enacted and proposed government regulations.

The following table provides a comparison of key indicators we consider when managing the consolidated costs of services provided:
Three Months Ended June 30,Three Months Ended June 30,
Costs of Services Provided - Key Indicators as a % of Consolidated RevenueCosts of Services Provided - Key Indicators as a % of Consolidated Revenue20202019ChangeCosts of Services Provided - Key Indicators as a % of Consolidated Revenue20212020Change
Bad debt provisionBad debt provision0.9%0.6%0.3%Bad debt provision0.8%0.9%(0.1)%
Self-insurance costsSelf-insurance costs2.8%2.9%(0.1)%Self-insurance costs2.6%2.8%(0.2)%
31

Table of Contents

The increase in the bad debt provision was impacted by the current aging of our accounts receivables as well as elevated write-offs during the quarter of certain balances deemed uncollectible. Effective January 1, 2020, the Company adopted the ASC 326 accounting guidance which changed the Company’s procedures for estimating its bad debt provision. Under ASC 326, the Company now records a provision for bad debt based on management’s forecast of expected future credit losses. Prior to ASC 326, the Company recorded a provision for bad debt based solely on accounts and notes receivables which were identified as impaired.

Reportable Segments

Costs of services provided for Housekeeping, as a percentage of Housekeeping revenues, decreased to 88.9%88.8% for the three months ended June 30, 20202021 from 89.2%88.9% in the corresponding period in 2019.2020. Costs of services provided for Dietary, as a percentage of Dietary revenues, decreasedincreased to 91.7%93.0% for the three months ended June 30, 20202021 from 95.8%91.7% in the corresponding period in 2019.2020.

The following table provides a comparison of the key indicators we consider when managing costs of services provided at the segment level, as a percentage of the respective segment’s revenues:
Three Months Ended June 30,Three Months Ended June 30,
Costs of Services Provided - Key Indicators as a % of Segment RevenueCosts of Services Provided - Key Indicators as a % of Segment Revenue20202019ChangeCosts of Services Provided - Key Indicators as a % of Segment Revenue20212020Change
Housekeeping labor and other labor-related costsHousekeeping labor and other labor-related costs80.7%79.6%1.1%Housekeeping labor and other labor-related costs79.8%80.7%(0.9)%
Housekeeping suppliesHousekeeping supplies6.6%7.5%(0.9)%Housekeeping supplies6.3%6.6%(0.3)%
Dietary labor and other labor-related costsDietary labor and other labor-related costs63.8%63.7%0.1%Dietary labor and other labor-related costs63.2%63.8%(0.6)%
Dietary suppliesDietary supplies26.2%29.7%(3.5)%Dietary supplies27.3%26.2%1.1%

Variations within these key indicators relate toThe increase in the provisioncost of services at new facilities and changes indietary supplies as a percentage of dining revenues was driven by the mix of customers for whom we provide supplies or do not provide supplies. Management focuses on building efficienciesbusiness and managing labor and other costs atelevated spending related to the facility level, as well as managing supply chain costs, foronboarding of new and existing facilities.clients towards the end of the quarter ended June 30, 2021.

Consolidated Selling, General and Administrative Expense 

Included in selling, general and administrative expense are gains and losses associated with changes in the value of investments under the deferred compensation plan. These investments represent the amounts held on behalf of the participating employees and changes in the value of these investments affect the amount of our deferred compensation liability. Gains on the plan investments during the three months ended June 30, 20202021 and 20192020 increased our total selling, general and administrative expense for those periods. During the three months ended June 30, 2020,2021, we incurred an increase to certain costs related to COVID-19, however such costs were immaterial. There is a possibility for additional increased selling, general and administrative expense related to the pandemic but such costs at this time are not expected to be material.

Excluding the change in the deferred compensation plan described above, consolidated selling, general and administrative expense decreased $2.1increased $12.2 million or 5.7%34.8% for the three months ended June 30, 20202021 compared to the corresponding period in 2019.2020. The decreaseincrease was primarily a result of higherincreased payroll costs and increased legal and other professional fees incurred, during 2019 in connection with the Company's internal investigationincluding $6.0 million related to the Securities and Exchange Commission's ("SEC")potential settlement of the SEC inquiry regarding the Company's earnings per share calculation practices.practices and $3.0 million related to a negotiated settlement of California labor and employment matters.

The table below summarizes the changes in these components of selling, general and administrative expense:
Three Months Ended June 30,Three Months Ended June 30,
20202019$ Change% Change20212020$ Change% Change
(dollar amounts in thousands)(dollar amounts in thousands)
Selling, general and administrative expense excluding change in deferred compensation liabilitySelling, general and administrative expense excluding change in deferred compensation liability$34,974  $37,088  $(2,114) (5.7)%Selling, general and administrative expense excluding change in deferred compensation liability$47,145 $34,974 $12,171 34.8 %
Gain on deferred compensation plan investmentsGain on deferred compensation plan investments6,491  1,521  4,970  326.8 %Gain on deferred compensation plan investments2,906 6,491 (3,585)55.2 %
Selling, general and administrative expenseSelling, general and administrative expense$41,465  $38,609  $2,856  7.4 %Selling, general and administrative expense$50,051 $41,465 $8,586 20.7 %

32

Table of Contents

Consolidated Investment and Other Income, net

Investment and other income increased 456.0%decreased 52.4% to $3.7 million for the three months ended June 30, 20202021 compared to the corresponding 20192020 period, primarily due to market fluctuations in the value of our trading security investments representing the funding for our deferred compensation plan.

32

Table of Contents

Consolidated Interest Expense

Consolidated interest expense decreased 51.5%13.2% to $0.4$0.3 million for the three months ended June 30, 20202021 compared to the corresponding 20192020 period due to fewer interquarter borrowings.

Consolidated Income Taxes

During the three months ended June 30, 2020,2021, the Company recognized a provision for income taxes of $7.3$5.5 million, or 24.0%36.5% effective tax rate, versus $5.4$7.3 million, or 23.0%24.0% effective tax rate, for the same period in 2019.2020. The increase to the Company tax
rate related to discrete items from stock compensation expense.our reserve related to the SEC inquiry regarding the Company's earnings per share calculation practices. The Company’s estimate for the 20202021 effective tax rate has not been adjusted for any impact related to COVID-19 as the impact on the Company's effective tax rate at this time is not expected to be material.

The actual annual effective tax rate will be impacted by the tax effects of option exercises, or vested awards, and accrual pertaining to the potential settlement with the SEC to resolve its investigation, which are all treated as discrete items in the reporting period in which they occur, and therefore cannot be considered in the calculation of the estimated annual effective tax rate. The impact on our income tax provision for the three months ended June 30, 20202021 for such discrete items was not material.approximately $1.5 million.

33

Table of Contents

Six Months Ended June 30, 20202021 and 20192020

The following table summarizes the income statement key components that we use to evaluate our financial performance on a consolidated and reportable segment basis, for the six months ended June 30, 20202021 and 2019.2020. The differences between the reportable segments’ operating results and other disclosed data and our consolidated financial results relate primarily to corporate level transactions and adjustments related to transactions recorded at the reportable segment level which use methods other than generally accepted accounting principles.

Six Months Ended June 30,Six Months Ended June 30,
20202019% Change20212020% Change
(in thousands)(in thousands)
RevenuesRevenuesRevenues
HousekeepingHousekeeping$451,943  $462,045  (2.2)%Housekeeping$417,899 $451,943 (7.5)%
DietaryDietary449,236  476,167  (5.7)%Dietary388,023 449,236 (13.6)%
ConsolidatedConsolidated$901,179  $938,212  (3.9)%Consolidated$805,922 $901,179 (10.6)%
Costs of services providedCosts of services providedCosts of services provided
HousekeepingHousekeeping$402,744  $410,734  (1.9)%Housekeeping$367,111 $402,744 (8.8)%
DietaryDietary416,239  451,030  (7.7)%Dietary354,207 416,239 (14.9)%
Corporate and eliminationsCorporate and eliminations(44,310) (34,014) 30.3 %Corporate and eliminations(48,288)(44,310)9.0 %
ConsolidatedConsolidated$774,673  $827,750  (6.4)%Consolidated$673,030 $774,673 (13.1)%
Selling, general and administrative expenseSelling, general and administrative expenseSelling, general and administrative expense
Corporate and eliminationsCorporate and eliminations$71,482  $79,710  (10.3)%Corporate and eliminations$90,038 $71,482 26.0 %
Investment and interest income
Investment and other income, netInvestment and other income, net
Corporate and eliminationsCorporate and eliminations$2,918  $6,596  (55.8)%Corporate and eliminations$5,849 $2,918 100.4 %
Interest expenseInterest expenseInterest expense
Corporate and eliminationsCorporate and eliminations$(748) $(1,839) (59.3)%Corporate and eliminations$(688)$(748)(8.0)%
Income (loss) before income taxesIncome (loss) before income taxesIncome (loss) before income taxes
HousekeepingHousekeeping$49,199  $51,311  (4.1)%Housekeeping$50,788 $49,199 3.2 %
DietaryDietary32,997  25,137  31.3 %Dietary33,816 32,997 2.5 %
Corporate and eliminationsCorporate and eliminations(25,002) (40,939) (38.9)%Corporate and eliminations(36,589)(25,002)46.3 %
ConsolidatedConsolidated$57,194  $35,509  61.1 %Consolidated$48,015 $57,194 (16.0)%




Housekeeping and Dietary revenues represented approximately 51.9% and 48.1% of consolidated revenues for the six months ended June 30, 2021, respectively.
34

Table of Contents

The following table sets forth the ratio of certain items to consolidated revenues:
Six Months Ended June 30,Six Months Ended June 30,
2020201920212020
RevenuesRevenues100.0 %100.0 %Revenues100.0 %100.0 %
Operating costs and expenses:Operating costs and expenses:Operating costs and expenses:
Costs of services providedCosts of services provided86.0 %88.2 %Costs of services provided83.5 %86.0 %
Selling, general and administrative expenseSelling, general and administrative expense7.9 %8.5 %Selling, general and administrative expense11.2 %7.9 %
Other income (expense):Other income (expense):Other income (expense):
Investment and other income, netInvestment and other income, net0.3 %0.7 %Investment and other income, net0.7 %0.3 %
Interest expenseInterest expense(0.1)%(0.2)%Interest expense(0.1)%(0.1)%
Income before income taxesIncome before income taxes6.3 %3.8 %Income before income taxes5.9 %6.3 %
Income taxIncome tax1.5 %0.9 %Income tax1.7 %1.5 %
Net incomeNet income4.8 %2.9 %Net income4.2 %4.8 %

Revenues

Consolidated

Consolidated revenues decreased 3.9%10.6% to $901.2$805.9 million for the six months ended June 30, 20202021 compared to $938.2$901.2 million for the corresponding period in 20192020 as a result of the factors discussed below under Reportable Segments.

Reportable Segments

Housekeeping and Dietary revenues decreased 2.2%7.5% and 5.7%13.6%, respectively, during the six months ended June 30, 20202021 compared to the corresponding period in 2019, partially2020, primarily driven by the termination of several customers due to the Company exiting facilities in conjunction with operator transitions where we have been unable to come to agreeable terms, typically including accelerated payment and stricter credit terms with new operators.

Revenue for the six months ended June 30, 2020 included $17.2 million of COVID-19 supplemental billings, primarily related to employee pay premiums passed through to customers, which were offset by temporary decreases in recurring billings as a result of census-driven cost reductions in staffing and purchasing.purchasing, a decrease in number of facilities serviced and an agreement with a customer to modified pricing and payment terms, offset by $4.7 million of COVID-19 supplemental billings recognized during the six months ended June 30, 2021, primarily related to employee pay premiums passed through to customers. The full impact that COVID-19 will have on our future revenues is not yet known at this time.

Costs of services provided

Consolidated

Consolidated costs of services provided decreased 6.4%in line with revenues of 13.1% to $673.0 million for the six months ended June 30, 2021 compared to $774.7 million for the six months ended June 30, 2020 compared to $827.8 million for the six months ended June 30, 2019.2020.

The following table provides a comparison of key indicators we consider when managing the consolidated costs of services provided:
Six Months Ended June 30,
Costs of Services Provided - Key Indicators as a % of Consolidated Revenue20212020Change
Bad debt provision0.8%0.7%0.1%
Self-insurance costs2.5%2.8%(0.3)%
Six Months Ended June 30,
Costs of Services Provided - Key Indicators as a % of Consolidated Revenue20202019Change
Bad debt provision0.7%2.3%(1.6)%
Self-insurance costs2.8%2.8%—%
The decrease in the bad debt provision is relatedSelf-insurance costs have remained steady due to our current assessmentefforts to minimize the scope and severity of the collectability ofworkers' compensation claims through our accounts and notes receivable during the six months ended June 30, 2020. Additionally we incurred higher than normal bad debt expense during the six months ended June 30, 2019 dueproactive training programs cultivated to the out-of-court restructuring ofpromote a privately held Northeast based operator that occurred during the first quarter of 2019. Effective January 1, 2020, the Company adopted the ASC 326 accounting guidance which changed the Company’s procedures for estimating its bad debt provision. Under ASC 326, the Company now records a provision for bad debt based on management’s forecast of expected future credit losses. Prior to ASC 326, the Company recorded a provision for bad debt based solely on accounts and notes receivables which were identified as impaired.safe working environment.

35


Reportable Segments

Costs of services provided for Housekeeping, as a percentage of Housekeeping revenues, increaseddecreased to 89.1%87.8% for the six months ended June 30, 20202021 from 88.9%89.1% in the corresponding period in 2019.2020. Costs of services provided for Dietary, as a percentage of Dietary revenues, decreased to 92.7%91.3% for the six months ended June 30, 20202021 from 94.7%92.7% in the corresponding period in 2019.2020.

35

Table of Contents

The following table provides a comparison of the key indicators we consider when managing costs of services provided at the segment level, as a percentage of the respective segment’s revenues:
Six Months Ended June 30,Six Months Ended June 30,
Costs of Services Provided - Key Indicators as a % of Segment RevenueCosts of Services Provided - Key Indicators as a % of Segment Revenue20202019ChangeCosts of Services Provided - Key Indicators as a % of Segment Revenue20212020Change
Housekeeping labor and other labor-related costsHousekeeping labor and other labor-related costs80.1%79.3%0.8%Housekeeping labor and other labor-related costs79.2%80.1%(0.9)%
Housekeeping suppliesHousekeeping supplies7.1%7.6%(0.5)%Housekeeping supplies6.2%7.1%(0.9)%
Dietary labor and other labor-related costsDietary labor and other labor-related costs63.7%62.7%1.0%Dietary labor and other labor-related costs63.3%63.7%(0.4)%
Dietary suppliesDietary supplies26.9%29.6%(2.7)%Dietary supplies25.7%26.9%(1.2)%

Variations within these key indicators relate to the provision of services at new facilities and changes in the mix of customers for whom we provide supplies or do not provide supplies. Management focuses on building efficiencies and managing labor and other costs at the facility level, as well as managing supply chain costs, for new and existing facilities. The decline in dietary supplies spend as a percentage of dining revenues was driven by the mix of business where we no longer provide all dining department supplies, declining census and management of food-spend costs.

Consolidated Selling, General and Administrative Expense

Included in selling, general and administrative expense are gains and losses associated with changes in the value of investments under the deferred compensation plan. These investments represent the amounts held on behalf of the participating employees and changes in the value of these investments affect the amount of our deferred compensation liability. Gains on the plan investments during the six months ended June 30, 20202021 and 20192020 increased our total selling, general and administrative expense for these periods. During the six months ended June 30, 2020,2021, we incurred an increase to certain costs related to COVID-19, however such costs were immaterial. There is a possibility for additional increased selling, general and administrative expense related to the pandemic.pandemic but such costs at this time are not expected to be material.

Excluding the change in the deferred compensation plan described above, consolidated selling, general and administrative expense decreased $4.1increased $15.1 million or 5.4%21.4% for the six months ended June 30, 20202021 compared to the corresponding period in 2019.2020. The decreaseincrease was primarily a result of higherincreased payroll costs and increased legal and other professional fees incurred, during 2019 in connection with the Company's internal investigationincluding $6.0 million related to the SEC'spotential settlement of the SEC inquiry regarding the Company's earnings per share calculation practices.practices and $3.0 million related to a negotiated settlement of California labor and employment matters.

The table below summarizes the changes in these components of selling, general and administrative expense:
Six Months Ended June 30,Six Months Ended June 30,
20202019$ Change% Change20212020$ Change% Change
(dollar amounts in thousands)(dollar amounts in thousands)
Selling, general and administrative expense excluding change in deferred compensation liabilitySelling, general and administrative expense excluding change in deferred compensation liability$70,719  $74,771  $(4,052) (5.4)%Selling, general and administrative expense excluding change in deferred compensation liability$85,831 $70,719 $15,112 21.4 %
Gain on deferred compensation plan investmentsGain on deferred compensation plan investments763  4,939  (4,176) (84.6)%Gain on deferred compensation plan investments4,207 763 3,444 (451.4)%
Selling, general and administrative expenseSelling, general and administrative expense$71,482  $79,710  $(8,228) (10.3)%Selling, general and administrative expense$90,038 $71,482 $18,556 26.0 %

Consolidated Investment and Interest Income, net

Investment and other income decreased 55.8%increased 100.4% to $5.8 million for the six months ended June 30, 20202021 compared to the corresponding 20192020 period, primarily due to market fluctuations in the value of our trading security investments representing the funding for our deferred compensation plan.

Consolidated Interest Expense

Consolidated interest expense decreased 59.3%8.0% to $0.7 million for the six months ended June 30, 20202021 compared to the corresponding 20192020 period due to fewer interquarter borrowings.


36

Table of Contents

Consolidated Income Taxes

During the six months ended June 30, 20202021 and 2019,2020, the Company recognized a provision for income taxes of $13.8 million, or 28.7% and $13.9 million or 24.3% and $8.2 million or 23.0%, respectively. The increase to the Company tax rate related to discrete items from stock compensation expense.our reserve related to the SEC inquiry regarding the Company's earnings per share calculation practices. The Company’s estimate for the 20202021 effective tax rate has not been adjusted for any impacts related to COVID-19 as the impact at this time is not expected to be material.

The actual annual effective tax rate will be impacted by the tax effects of option exercises, or vested awards, and accrual pertaining to the potential settlement with the SEC to resolve its investigation, which are all treated as discrete items in the reporting period in which they occur, and therefore cannot be considered in the calculation of the estimated annual effective tax rate. The impact on our income tax provision for the six months ended June 30, 20202021 for such discrete items was not material.approximately $1.5 million.

Liquidity and Capital Resources

Cash generated through operations is our primary source of liquidity. At June 30, 2020,2021, we had cash, cash equivalents and marketable securities of $170.4$250.4 million and working capital of $354.0$413.9 million, compared to December 31, 20192020 cash, cash equivalents and marketable securities of $118.0$264.3 million and working capital of $367.1$410.1 million. Our current ratio was 3.13.3 to 1 at June 30, 20202021 versus 3.5 to 1 at December 31, 2019.2020. Marketable securities represent fixed income investments that are highly liquid and can be readily purchased or sold through established markets. Such securities are held by our captive insurance company to satisfy capital requirements of the state regulator related to captive insurance companies. Through June 30, 2021, the pandemic has not negatively impacted the Company’s liquidity position.

For the six months ended June 30, 20202021 and 2019,2020, our cash flows were as follows:
Six Months Ended June 30,Six Months Ended June 30,
2020201920212020
(in thousands)(in thousands)
Net cash provided by operating activitiesNet cash provided by operating activities$92,383  $20,339  Net cash provided by operating activities$28,842 $92,383 
Net cash used in investing activitiesNet cash used in investing activities$(2,688) $(3,498) Net cash used in investing activities$(11,116)$(2,688)
Net cash used in financing activitiesNet cash used in financing activities$(38,915) $(26,710) Net cash used in financing activities$(32,469)$(38,915)

Operating Activities

Our primary sources of cash from operating activities are the revenues generated from our Housekeeping and Dietary services. Our primary uses of cash from operating activities are the funding of our payroll and other personnel-related costs, as well as the costs of supplies used in providing our services. For the six months ended June 30, 2020 cash flow from operations included a $15.4 million increase which related to the deferral of payroll taxes under the CARES Act. Such deferral, along with theThe timing of cash receipts and cash payments, offset by the decrease in net income are the primary drivers of the period-over-period changes in net cash provided by operating activities.

We have not changed our expectations on future cash flows from operating activities due to COVID-19. We anticipate that several of our customers may experience changes in their cash flows however we will continue to pursue collections in accordance with our service agreements.

Investing Activities

Our principal uses of cash for investing activities are the purchases of marketable securities and capital expenditures such as those for housekeeping and food service equipment, computer software and equipment, and furniture and fixtures (see “Capital Expenditures” below for additional information). Such uses of cash are partially offset by proceeds from sales of marketable securities. On April 26, 2021, we acquired a business for $11.7 million. We have recognized the transaction as a business combination; however, we are still working to finalize the allocation of the purchase price.

Our investments in marketable securities are primarily comprised of tax-exempt municipal bonds and are intended to achieve our goal of preserving principal, maintaining adequate liquidity and maximizing returns subject to our investment guidelines. Our investment policy limits investment to certain types of instruments issued by institutions primarily with investment-grade ratings and places restrictions on concentration by type and issuer.

37

Table of Contents

Financing Activities

The primary use of cash for financing activities is the payment of dividends. We have paid regular quarterly cash dividends since the second quarter of 2003. During 2020,2021, we paid a regular quarterly cash dividendsdividend to shareholders totaling $30.2$31.0 million as follows:
Quarter EndedQuarter Ended
June 30, 2020March 31, 2020June 30, 2021March 31, 2021
(amounts in thousands, except per share data)
Cash dividend paid per common shareCash dividend paid per common share$0.20250  $0.20125  Cash dividend paid per common share$0.20750 $0.20625 
Total cash dividends paidTotal cash dividends paid$15,128  $15,033  Total cash dividends paid$15,560 $15,472 
Record dateRecord dateMay 22, 2020February 28, 2020Record dateMay 21, 2021February 26, 2021
Payment datePayment dateJune 26, 2020March 27, 2020Payment dateJune 25, 2021March 26, 2021

The dividends paid to shareholders during the six months ended June 30, 20202021 were funded by cash generated from operations. 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 regarding the amount of future dividend payments, 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.

The primary source of cash from financing activities is the net borrowings under our bank line of credit. We borrow for general corporate purposes as needed throughout the year.

We remain authorized to repurchase 1.71.6 million shares of our common stock pursuant to previous Board of Directors’ authorization. DuringThe Company recently entered into a 10b5-1 plan (the "Plan"). The Plan was adopted under the threesafe harbor provided by Rule 10b5-1 and sixRule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in order to assist the Company in implementing its share repurchase plans. Pursuant to the Company's share repurchase program and as authorized by the Board of Directors on March 12, 2021, we have purchased 0.1 million shares of the Company's Common Stock during the three months ended June 30, 2020 and 2019, we repurchased our common stock as part2021 for a total cost of the dividend reinvestment related to treasury shares held within the Deferred Compensation Plan. The number$1.8 million inclusive of shares and value of shares repurchased were immaterial for the three and six months ended June 30, 2020 and 2019.transaction costs.

Line of Credit

At June 30, 2020,2021, we had a $475 million bank line of credit on which to draw for general corporate purposes. Amounts drawn under the line of credit are payable upon demand and generally bear interest at a floating rate, based on our leverage ratio, and starting at LIBOR plus 115 basis points (or if LIBOR becomes unavailable, the higher of the Overnight Bank Funding Rate, plus 50 basis points and the Prime Rate). At June 30, 2020,2021, there were no borrowings under the line of credit.

The line of credit requires us to satisfy two financial covenants. The covenants and their respective status at June 30, 20202021 were as follows:
Covenant Descriptions and RequirementsAs of June 30, 20202021
Funded debt 1 to EBITDA 2 ratio: less than 3.50 to 1.00
0.240.22
EBITDA to Interest Expense ratio: not less than 3.00 to 1.0052.77105.26
1.All indebtedness for borrowed money including, but not limited to, capitalized lease obligations, reimbursement obligations in respect of letters of credit and guarantees of any such indebtedness.
2.Net income plus interest expense, income tax expense, depreciation, amortization, stock compensation expense and extraordinary non-recurring losses/gains.

As noted above, we were in compliance with our financial covenants at June 30, 20202021 and we expect to remain in compliance. The line of credit expires on December 21, 2023. We believe that our existing capacity under the line of credit provides adequate liquidity considering the potential impact of COVID-19.liquidity.

LIBOR is expected to be discontinued after 2021. Our line of credit agreement provides procedures for determining a replacement or alternative rate in the event that LIBOR is unavailable. However, there can be no assurancesassurance as to whether such replacement or alternative rate will be more or less favorable than LIBOR. We intend to monitor the developments with respect to the potential phasing out of LIBOR after 2021 and will work with our lenders to ensure any transition away from LIBOR will have minimal impact on our financial condition. We however can provide no assurances regarding the impact of the discontinuation of LIBOR on the interest rate that we would be required to pay or on our financial condition.

38

Table of Contents
At June 30, 2020,2021, we also had outstanding $64.9 million in irrevocable standby letters of credit, which relate to payment obligations under our insurance programs.
38

Table of Contents


Capital Expenditures

The level of capital expenditures is generally dependent on the number of new customers obtained. Such capital expenditures primarily consist of housekeeping and food service equipment purchases, laundry and linen equipment installations, computer hardware and software, and furniture and fixtures. Although we have no specific material commitments for capital expenditures through the end of calendar year 2020,2021, we estimate that for 20202021 we will have capital expenditures of approximately $5.0$4.0 million to $6.0 million, of which we have made $1.8$2.1 million through June 30, 2020.2021. 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 capital from such sources as long-term debt or equity financing.

Material Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

Our significant accounting policies are described in the notes to the consolidated financial statements included in our Annual Report on Form 10-K (the "Form 10-K") for the period ended December 31, 2019.2020. As described in such notes, we recognize revenue in the period in which the performance obligation is satisfied. Refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Form 10-K.

In preparing our financial statements, management is required to make estimates and assumptions that, among other things, affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are most significant when they involve levels of subjectivity and judgment necessary to account for highly uncertain matters or matters susceptible to change, and where they can have a material impact on our financial condition and operating performance. If actual results were to differ materially from the estimates made, the reported results could be materially affected.

Critical accounting estimates and the related assumptions are evaluated periodically as conditions warrant, and changes to such estimates are recorded as new information or changed conditions require.

New Accounting Standard Updates

See Note 1—Description of Business and Significant Accounting Policies herein to the condensed consolidated financial statements for a full description of recent accounting standard updates, including the expected dates of adoption.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

At June 30, 2020,2021, we had $170.4$250.4 million in cash, cash equivalents and marketable securities. The fair value of all of our cash equivalents and marketable securities are determined based on “Level 1” or “Level 2” inputs, which are 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. The market value of fixed rate securities may be adversely impacted by 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.

39

Table of Contents
Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are intended to ensure that information required to be disclosed in our reports under the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), such as this Form 10-Q, is reported in accordance with Securities and Exchange Commission rules. Disclosure controls are also intended to ensure that such information is accumulated and communicated to Management, including the PresidentPrincipal Executive Officer (President and Chief Executive OfficerOfficer) and ChiefPrincipal Financial Officer (Acting Principal Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.

Based on their evaluation as of June 30, 2020,2021, pursuant to Exchange Act Rule 13a-15(b), our Management, including our President and ChiefPrincipal Executive Officer and ChiefPrincipal Financial Officer, believe our disclosure controls and procedures (as defined in Exchange Act 13a-15(e)) are effective.

39

Table of Contents

Changes in Internal Controls over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting that occurred during the three or six months ended June 30, 20202021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.

Certifications

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

40

Table of Contents

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, the Company is involved in various administrative and legal proceedings, including labor and employment, contracts, personal injury, and insurance matters.

As previously disclosed, the SEC is conducting an investigation into our EPS calculation practices.practices, which focuses on periods prior to 2018. Following receipt of a letter from the SEC in November 2017 regarding its inquiry into those practices followed by a subpoena in March 2018, we authorized our 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 we continue to cooperate with the SEC’s investigation and document requests. The Company and the SEC have been engaged in discussions regarding a potential resolution of the investigation.

On March 22, 2019, a putative shareholder class action lawsuit was filed against the Company and our Chief Executive Officer in the U.S. District Court for the Eastern District of Pennsylvania.Pennsylvania, seeking unspecified monetary damages and other relief on behalf of the plaintiff class. The initial complaint, which was filed by a plaintiff purportedly on behalf of all purchasers of our securities between April 11, 2017 and March 4, 2019 (the “Class Period”), alleges violations of the federal securities laws in connection with the matters related to our EPS calculation practices. On September 17, 2019, the complaint was amended to, among other things, extend the Class Period to cover the period between April 8, 2014 and March 4, 2019, and to name additional individuals affiliated with the Company as defendants. The lead plaintiff seeks unspecified monetary damages and other relief on behalf of the plaintiff class.

WhileOn March 17, 2021, the parties reached an agreement in principle to settle the action on a class-wide basis. On June 29, 2021, the parties entered into a stipulation of settlement, which they have submitted to the Court for preliminary approval. Our insurance carriers have agreed to pay the entirety of the settlement amount upon court approval of the settlement.

The Company iscontinues to vigorously defendingdefend against all active litigation claims asserted, this litigation—along withasserted. Any of the ongoing SEC investigation—foregoing matters could result in substantial costs to the Company, and a diversion of the Company’sdivert management’s attention and resources, which couldand adversely affect the Company’s business condition or harm its business.reputation, regardless of their merit or outcome. In addition, the uncertainty of the pending lawsuitlawsuits or potential filing of additional lawsuits could lead to more volatility and a reduction in the Company’s stock price. At this time the Company is unable to reasonably estimate possible losses or form a judgment that an unfavorable outcome is either probable or remote.

In light of the uncertainties involved in such proceedings, the ultimate outcome of a particular matter could become material to the Company’s results of operations for a particular period depending on, among other factors, the size of the loss or liability imposed and the level of the Company’s operating income for that period.

Item 1A. Risk Factors

COVID-19 and other pandemics, epidemics, or outbreaks of a contagious illness may adversely affect our operating results, cash flows and financial condition.

COVID-19 coronavirus outbreak and other pandemics, epidemics, or outbreaks of a contagious illness, and similar events, may cause harm to us, our employees, our customers, our vendors and supply chain partners, and financial institutions, which could have a material adverse effect on our results of operations, financial condition and cash flows. The impacts may include, but would not be limited to:

Decreased availability and increased cost of supplies due to increased demand around essential cleaning supplies including disinfecting agents, personal protective equipment (“PPE”), and food and food-related products due to increased global demand and disruptions along the global supply chains of these manufactures and distributors;
Disruption to operations due to the unavailability of employees due to illness, quarantines, risk of illness, travel restrictions or factors that limit our existing or potential workforce;
Disruption to the availability of our key personnel due to travel restrictions;
Our capacity to meet more stringent, medically-required procedures at customer facilities;
Elevated employee turnover which may increase payroll expense and recruiting-related expenses;
Decreased census in the nursing home and long-term care industry, which could increase our credit risk with customers; and
Significant disruption of global financial markets, which could have a negative impact on us or our customers’ ability to access capital in the future.

In addition, we have taken and will continue to take temporary precautionary measures intended to help minimize the risk of COVID-19 to our employees, including requiring administrative and other groups of our employees to work remotely, suspending non-essential travel and restricting attendance at industry events and in-person work-related meetings. Such measures could have a material adverse effect on our business.

41

Table of Contents
The further spread of COVID-19, and the requirements to take action to help limit the spread of the virus, could impact the resources required to carry out our business as usual and may have a material adverse effect on our results of operations, financial condition and cash flows. The extent to which COVID-19 will impact our business and our financial results will depend on future developments, which are highly uncertain and cannot be predicted. Such developments may include the ongoing geographic spread of the virus, the severity of the disease, the duration of the outbreak and the type and duration of actions that may be taken by various governmental authorities in response to the outbreak and the impact on the United States and the global economy. Any of these developments, individually or in aggregate, could materially impact our business and our financial results and condition.

We may incur additional liabilities in our Paid Loss Retrospective Insurance Plan for general liability and workers’ compensation insurance related to COVID-19 which may adversely affect our operating results, cash flows and financial condition.

As a result of the impact of COVID-19, litigation claims, enforcement actions, regulatory actions and investigations arising from personal injury and loss of life, have been and may, in the future, be asserted against us. In the event that our known claims experience and/or industry trends result in an unfavorable change in initial estimates of costs to settle such claims resulting from, among other factors, the severity levels of reported claims and medical cost inflation, it would have an adverse effect on our consolidated results of operations, financial condition and cash flows. Although we engage third-party experts to assist us in estimating appropriate reserves, the determination of the required reserves is dependent upon significant actuarial judgments. Changes in our insurance reserves as a result of our periodic evaluation of the related liabilities may cause significant fluctuations in our operating results. We expect many of these claims and actions, or any settlement of these claims and actions, to be covered by insurance and historically the maximum amount of our liability, net of any insurance recoverables, has been limited to our self-insurance retention levels.

There have been no other material changes in the risk factors set forth in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.2020.

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

Not applicable.On March 12, 2021, the Company's Board of Directors authorized and the Company entered into a 10b5-1 plan (the "Plan"). The Plan was adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the Exchange Act, in order to assist the Company in implementing its share repurchase plans.

Shares repurchased pursuant to the Plan during the three months ended June 30, 2021, were as follows.
Three Months Ended June 30, 2021Total number of shares of common stock repurchased
Average price paid per share of common stock1
Aggregate purchase price of common stock repurchasesNumber of remaining shares authorized for repurchase
(in thousands)
April16,500 $29.97 $490 1,629 
May25,000 30.21 754 1,604 
June19,000 31.05 591 1,585 
Second quarter60,500 $30.41 $1,835 1,585 
1.Excludes commissions cost.
41

Table of Contents

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.On July 20, 2021, Healthcare Services Group, Inc. adopted Amendment No. 4 to the Healthcare Services Group, Inc. Employee Stock Purchase Plan (the “ESPP”), originally effective as of January 1, 2000, and as amended effective January 1, 2004, April 12, 2011, and August 1, 2016. The Amendment No. 4 extends the ESPP for an additional five years through 2026.

42

Table of Contents
Item 6. Exhibits

The following exhibits are filed as part of this Report:
Exhibit NumberDescription
10.44.1*
31.1
31.2
32.1
101The following financial information from the Company’s Form 10-Q for the quarterly period ended June 30, 20202021 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statement of Stockholders’ Equity, and (v) Notes to Consolidated Financial Statements
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)
* Indicates a management plan or compensatory plan or arrangement.
4342

Table of Contents

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.
Date:July 24, 202023, 2021 /s//s/ Theodore Wahl
Theodore Wahl
President & Chief Executive Officer
(Principal Executive Officer)
Date:July 24, 202023, 2021 /s/ John C. Shea/s/ Andrew M. Brophy
John C. SheaAndrew M. Brophy
Chief FinancialActing Principal Accounting Officer
(Principal Financial and Accounting Officer)


4443