ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Cautionary Statement Regarding Forward Looking Statements
This report and documents incorporated by reference into this report contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934
(the "Exchange Act"), as amended, are not historical facts but rather based on
current expectations, estimates and projections about our business and industry,
our beliefs and assumptions. Words such as "believes", "anticipates", "plans",
"expects", "will", "goal", and similar expressions are intended to identify
forward-looking statements. The inclusion of forward-looking statements should
not be regarded as a representation by us that any of our plans will be
achieved. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Such forward looking information is also subject to various
risks and uncertainties. Such risks and uncertainties include, but are not
limited to, risks arising from our providing services exclusively to the health
care industry, primarily providers of long-term care; credit and collection
risks associated with this industry; one client accounting for approximately 15%
of revenues in the six month period ended June 30, 2008-(see Note 5, "Major
Client" in the accompanying Notes to Consolidated Financial Statements); risks
associated with our acquisition of Summit Services Group, Inc. ("Summit"),
including integration risks and costs, or such business not achieving expected
financial results or synergies or failure to otherwise perform as expected; our
claims experience related to workers' compensation and general liability
insurance; the effects of changes in, or interpretations of laws and regulations
governing the industry, including state and local regulations pertaining to the
taxability of our services; and the risk factors described in our Form 10-K
filed with the Securities and Exchange Commission for the year ended
December 31, 2007 in Part I thereof under "Government Regulation of Clients",
"Competition", "Service Agreements/Collections", and under Item IA "Risk
Factors". Many of our clients' revenues are highly contingent on Medicare and
Medicaid reimbursement funding rates, which Congress has affected through the
enactment of a number of major laws during the past decade. These laws have
significantly altered, or threatened to alter, overall government reimbursement
funding rates and mechanisms. The overall effect of these laws and trends in the
long-term care industry have affected and could adversely affect the liquidity
of our clients, resulting in their inability to make payments to us on agreed
upon payment terms. These factors, in addition to delays in payments from
clients, have resulted in, and could continue to result in, significant
additional bad debts in the near future. Additionally, our operating results
would be adversely affected if unexpected increases in the costs of labor and
labor-related costs, materials, supplies and equipment used in performing
services could not be passed on to our clients.
In addition, we believe that to improve our financial performance we must
continue to obtain service agreements with new clients, provide new services to
existing clients, achieve modest price increases on current service agreements
with existing clients and maintain internal cost reduction strategies at our
various operational levels. Furthermore, we believe that our ability to sustain
the internal development of managerial personnel is an important factor
impacting future operating results and successfully executing projected growth
strategies.
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RESULTS OF OPERATIONS
The following discussion is intended to provide the reader with information
that will be helpful in understanding our financial statements including the
changes in certain key items in comparing financial statements period to period.
We also intend to provide the primary factors that accounted for those changes,
as well as a summary of how certain accounting principles affect our financial
statements. In addition, we are providing information about the financial
results of our two operating segments to further assist in understanding how
these segments and their results affect our consolidated results of operations.
This discussion should be read in conjunction with our financial statements as
of June 30, 2008 and December 31, 2007 and the periods then ended and the notes
accompanying those financial statements.
Overview
We provide housekeeping, laundry, linen, facility maintenance and food
services to the health care industry, including nursing homes, retirement
complexes, rehabilitation centers and hospitals located throughout the United
States. We believe that we are the largest provider of housekeeping and laundry
services to the long-term care industry in the United States, rendering such
services to approximately 2,100 facilities in 47 states as of June 30, 2008.
Although we do not directly participate in any government reimbursement
programs, our clients' reimbursements are subject to government regulation.
Therefore, they are directly affected by any legislation relating to Medicare
and Medicaid reimbursement programs.
We provide our services primarily pursuant to full service agreements with our
clients. In such agreements, we are responsible for the management and hourly
employees located at our clients' facilities. We also provide services on the
basis of a management-only agreement for a very limited number of clients. Our
agreements with clients typically provide for a one year service term,
cancelable by either party upon 30 to 90 days notice after the initial 90-day
period.
We are organized into two reportable segments; housekeeping, laundry, linen and
other services ("Housekeeping"), and food services ("Food").
The services provided by Housekeeping consist primarily of the cleaning,
disinfecting and sanitizing of patient rooms and common areas of a client's
facility, as well as the laundering and processing of the personal clothing
belonging to the facility's patients. Also within the scope of this segment's
service is the laundering and processing of the bed linens, uniforms and other
assorted linen items utilized by a client facility.
Food, which began operations in 1997, consists of providing for the development
of a menu that meets the patient's dietary needs, and the purchasing and
preparing of the food for delivery to the patients.
In addition to Summit (whose operations were fully integrated into Healthcare's
on January 1, 2007), we operate two wholly-owned subsidiaries, HCSG Supply, Inc.
("Supply") and Huntingdon Holdings, Inc. ("Huntingdon"). Supply purchases,
warehouses and distributes the supplies and equipment used in providing our
Housekeeping segment services. Huntingdon invests our cash and cash equivalents.
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