8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) April 14, 2009

HEALTHCARE SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-120152	23-2018365
(State or other jurisdiction of Incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

3220 Tillman Drive-Suite 300, Bensalem, Pennsylvania 19020
(Address of principal executive offices) (Zip code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 14, 2009, Healthcare Services Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing (i) its earnings for the three month period ended March 31, 2009, (ii) declaration of first quarter 2009 regular quarterly cash dividend, and (iii) the entering into of an asset purchase agreement with Contract Environmental Services, Inc. A copy of the Press Release is being furnished hereto as Exhibit 99.1 and is hereby incorporated by reference to this Current Report.

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

Item 8.01 Other Events.

As described above, the Company entered into an asset purchase agreement with Contract Environmental Services, Inc.

Item 9.01 Financial Statements and Exhibits.

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

99.1 Press Release and financial tables, dated April 14, 2009.

SIGNATURES

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

	HEALTHCARE SERVICES GROUP, INC.
April 14, 2009	/S/ Richard W. Hudson
Date	Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit:

99.1 Press Release and financial tables dated April 14, 2009 issued by Healthcare Services Group, Inc.

EX-99.1

Exhibit 99.1

HEALTHCARE SERVICES GROUP, INC.
REPORTS RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2009,
DECLARES INCREASED FIRST QUARTER 2009 CASH DIVIDEND AND
ANNOUNCES ASSET PURCHASE AGREEMENT WITH CONTRACT
ENVIRONMENTAL SERVICES, INC.

Bensalem, PA — April 14, 2009, Healthcare Services Group, Inc. (NASDAQ-HCSG) reported that revenues for the three months ended March 31, 2009 increased 9% to $160,409,000 compared to $147,259,000 for the same 2008 period. Net income increased 13% for the three months ended March 31, 2009 to $7,736,000 or $.18 per basic and per diluted common share, compared to the 2008 first quarter net income of $6,857,000 or $.16 per basic and per diluted common share.

     The Board of Directors has declared a first quarter 2009 regular quarterly cash dividend of $.18 per common share, payable on May 15, 2009 to shareholders of record at the close of business April 24, 2009. This represents a 6% increase over the dividend declared for the 2009 first quarter and a 29% increase over the 2008 same period payment. It is the 24th consecutive regular quarterly cash dividend payment, as well as the 23rd consecutive increase since our initiation of regular quarterly cash dividend payments in 2003.

     On April 13, 2009, we entered into a definitive asset purchase agreement with Contract Environmental Services, Inc. to acquire substantially all of its assets. The transaction is anticipated to close on or about May 1, 2009, subject to the satisfaction of customary closing conditions. The proposed purchase price consists of: (i) the issuance of approximately 65,000 shares of our common stock, (ii) the future issuance of approximately 265,000 shares contingent upon the achievement of certain financial targets,(iii) a cash payment of approximately $5,000,000, and (iv) our assumption of approximately $5,500,000 of certain debt obligations of the sellers.

1st Quarter 2009 Earnings Release	April 14, 2009
Page 2

     Contract Environmental Services, Inc is a provider of professional housekeeping, laundry and food services to long-term care and related facilities. Although there can be no assurance thereof, Healthcare expects the transaction to add more than $40,000,000 to its annualized revenues, as well as being accretive to future earnings per share.

     The Company will host a conference call on April 15, 2009 at 8:30 AM Eastern Time to discuss its results for the three month period ended March 31, 2009. The call in number is 877-718-5106.

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 14% of revenues in the three month period ended

1st Quarter 2009 Earnings Release	April 14, 2009
Page 3

March 31, 2009-(see note 5, “Major Client” in the accompanying Notes to Consolidated Financial Statements); risks associated with our pending acquisition of Contract Environmental Services, Inc; 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, 2008 in Part I 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. In addition, the current economic crises could adversely affect such funding. 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.

Company Contacts:
Daniel P. McCartney	Thomas Cook
Chairman and Chief Executive Officer	President
215-639-4274	215-639-4274

HEALTHCARE SERVICES GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	March 31, 2009		December 31, 2008
Cash and cash equivalents	$	44,476,000	$	37,501,000
Marketable securities, net		51,946,000		49,414,000
Accounts receivable, net		98,213,000		96,558,000
Other current assets		20,684,000		23,142,000
Total current assets		215,319,000		206,615,000
Property and equipment, net		3,906,000		3,929,000
Notes receivable- long term, net		5,605,000		3,201,000
Goodwill , net		15,020,000		15,020,000
Other Intangible Assets, net		4,769,000		5,033,000
Deferred compensation funding		8,254,000		8,287,000
Other assets		6,822,000		6,476,000
Total Assets	$	259,695,000	$	248,561,000
Accrued insurance claims- current	$	4,183,000	$	3,943,000
Other current liabilities		34,136,000		25,099,000
Total current liabilities		38,319,000		29,042,000
Accrued insurance claims- long term		9,761,000		9,201,000
Deferred compensation liability		8,334,000		8,636,000
Stockholders’ equity		203,281,000		201,682,000
Total Liabilities and Stockholders’ Equity	$	259,695,000	$	248,561,000

HEALTHCARE SERVICES GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

	For the Three Months Ended
	March 31,
	2009		2008
Revenues	$	160,409,000	$	147,259,000
Operating costs and expenses:
Cost of services provided		137,892,000		125,854,000
Selling, general and administrative		10,876,000		10,579,000
Income from operations		11,641,000		10,826,000
Other income:
Investment and interest		937,000		324,000
Income before income taxes		12,578,000		11,150,000
Income taxes		4,842,000		4,293,000
Net income	$	7,736,000	$	6,857,000
Basic earnings per common share	$	.18	$	.16
Diluted earnings per common share	$	.18	$	.16
Cash dividends per common share	$	.17	$	.13
Basic weighted average number of common shares outstanding		43,457,000		43,016,000
Diluted weighted average number of common shares outstanding		44,073,000		44,213,000