UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For The Quarterly Period Ended June 30, 2011
OR
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o |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
From the transition period from to
Commission File Number 001-11570
ALLIED HEALTHCARE INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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New York
(State or other jurisdiction of
incorporation or organization)
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13-3098275
(I.R.S. Employer
Identification No.) |
245 Park Avenue, New York, New York 10167
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (212) 750-0064
(Former name, former address and former fiscal year, if changed since last report)
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES o NO þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
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Class
Common Stock
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Outstanding at August 3, 2011
43,571,251 Shares |
ALLIED HEALTHCARE INTERNATIONAL INC.
THIRD QUARTER REPORT ON FORM 10-Q
TABLE OF CONTENTS
Page 2
Forward-Looking Statements: The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. Certain statements contained in this Quarterly
Report may be forward-looking statements. These forward-looking statements are based on current
expectations and projections about future events. Actual results could differ materially from those
discussed in, or implied by, these forward-looking statements. Factors that could cause actual
results to differ from those implied by the forward-looking statements include:
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the failure of Allied Healthcare International Inc. (the Company) to consummate the
merger contemplated by the Agreement and Plan of Merger by and among Saga Group Limited,
AHL Acquisition Corp. and the Company; |
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general economic and market conditions; |
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the effect of the recent change in the United Kingdom (U.K.) government and the impact
of proposed changes in recent policy making related to health and social care that may
reduce revenue and profitability; |
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the impact of the recent HM Treasury Comprehensive Spending Review setting out the U.K.
governments plans to reduce spending; |
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the introduction of the individualized budgets and direct payment for service users (the
personalization agenda), which could lead to the Companys hospital, healthcare facility
and other customers to bypass the Companys services and which might decrease its revenues
and margins; |
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the Companys ability to continue to recruit and retain flexible healthcare staff; |
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the Companys ability to enter into contracts with local governmental social service
departments, National Health Service Trusts, hospitals, other healthcare facility clients
and private clients on terms attractive to the Company; |
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the general level of demand for healthcare and social care; |
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dependence on the proper functioning of the Companys information systems; |
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the effect of existing or future government regulation of the healthcare and social care
industry, and the Companys ability to comply with these regulations; |
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the impact of medical malpractice and other claims asserted against the Company; |
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the effect of regulatory change that may apply to the Company and that may increase
costs and reduce revenue and profitability; |
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the effect of existing or future governmental regulation in relation to employment and
agency workers rights and benefits, including changes to National Insurance rates and
pension provisions; |
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the ability to use net operating loss carry forwards to offset net income; |
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the effect that fluctuations in foreign currency exchange rates may have on the
Companys dollar-denominated results of operations; and |
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the impairment of goodwill, of which the Company has a substantial amount on the balance
sheet, may have the effect of decreasing earnings or increasing losses. |
Other factors that could cause actual results to differ from those discussed in or implied by the
forward-looking statements in this Quarterly Report include those described in the Companys most
recently filed SEC documents, such as its most recent annual report on Form 10-K, all quarterly
reports on Form 10-Q and any current reports on Form 8-K filed since the date of the last Form
10-K. The Company undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Page 3
Part I
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Item 1. |
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Financial Statements. |
The Condensed Consolidated Financial Statements of the Company begin on page 4.
ALLIED HEALTHCARE INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
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June 30, |
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September 30, |
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2011 |
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2010 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
40,090 |
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$ |
39,031 |
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Accounts receivable, less allowance for doubtful
accounts of $870 and $732, respectively |
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22,387 |
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20,092 |
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Unbilled accounts receivable |
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12,575 |
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13,393 |
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Deferred income taxes |
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509 |
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|
552 |
|
Prepaid expenses and other assets |
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2,185 |
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1,943 |
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|
|
|
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|
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Total current assets |
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77,746 |
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|
75,011 |
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Property and equipment, net |
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9,042 |
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8,924 |
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Goodwill |
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109,907 |
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102,945 |
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Other intangible assets, net |
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2,771 |
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3,501 |
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Total assets |
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$ |
199,466 |
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$ |
190,381 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
1,491 |
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$ |
1,581 |
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Current maturities of debt and capital leases |
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682 |
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614 |
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Accrued expenses, inclusive of payroll and related expenses |
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26,698 |
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25,897 |
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Taxes payable |
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2,558 |
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2,310 |
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Total current liabilities |
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31,429 |
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30,402 |
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Long-term debt and capital leases, net of current maturities |
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172 |
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389 |
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Deferred income taxes |
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1,410 |
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|
1,534 |
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Other long-term liabilities |
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308 |
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Total liabilities |
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33,011 |
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32,633 |
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Commitments and contingencies (Note 10) |
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Noncontrolling interest (Note 5) |
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4,902 |
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4,358 |
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Shareholders equity: |
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Preferred stock, $.01 par value; authorized 10,000 shares,
issued and outstanding none |
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Common stock, $.01 par value; authorized 80,000 shares,
issued 45,721 and 45,721 shares, respectively |
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457 |
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457 |
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Additional paid-in capital |
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242,879 |
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242,478 |
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Accumulated other comprehensive loss |
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(13,467 |
) |
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(15,267 |
) |
Accumulated deficit |
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(62,196 |
) |
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(68,158 |
) |
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167,673 |
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159,510 |
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Less cost of treasury stock (2,150 shares) |
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(6,120 |
) |
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(6,120 |
) |
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Total shareholders equity |
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161,553 |
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|
153,390 |
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Total liabilities and shareholders equity |
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$ |
199,466 |
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$ |
190,381 |
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See notes to condensed consolidated financial statements.
Page 4
ALLIED HEALTHCARE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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June 30, |
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June 30, |
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June 30, |
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June 30, |
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2011 |
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2010 |
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2011 |
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2010 |
|
Revenues: |
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Net patient services |
|
$ |
74,712 |
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$ |
65,748 |
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$ |
213,135 |
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$ |
200,662 |
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Cost of revenues: |
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Patient services |
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51,849 |
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45,980 |
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|
147,354 |
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|
140,069 |
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|
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Gross profit |
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|
22,863 |
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|
|
19,768 |
|
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|
65,781 |
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|
|
60,593 |
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|
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|
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|
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|
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|
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Selling, general and administrative expenses |
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19,432 |
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|
|
17,176 |
|
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|
56,368 |
|
|
|
50,602 |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Operating income |
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|
3,431 |
|
|
|
2,592 |
|
|
|
9,413 |
|
|
|
9,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Interest income |
|
|
86 |
|
|
|
84 |
|
|
|
262 |
|
|
|
275 |
|
Interest expense |
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|
(21 |
) |
|
|
(10 |
) |
|
|
(64 |
) |
|
|
(10 |
) |
Foreign exchange loss |
|
|
(24 |
) |
|
|
(46 |
) |
|
|
(42 |
) |
|
|
(259 |
) |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Income before income taxes |
|
|
3,472 |
|
|
|
2,620 |
|
|
|
9,569 |
|
|
|
9,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Provision for income taxes |
|
|
1,056 |
|
|
|
903 |
|
|
|
3,120 |
|
|
|
2,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income |
|
|
2,416 |
|
|
|
1,717 |
|
|
|
6,449 |
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|
|
7,213 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Less: Net income attributable to noncontrolling interest |
|
|
(221 |
) |
|
|
(57 |
) |
|
|
(487 |
) |
|
|
(57 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income attributable to Allied Healthcare International Inc. |
|
$ |
2,195 |
|
|
$ |
1,660 |
|
|
$ |
5,962 |
|
|
$ |
7,156 |
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
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Basic net income per share attributable to Allied Healthcare International Inc. common shareholders |
|
$ |
0.05 |
|
|
$ |
0.04 |
|
|
$ |
0.14 |
|
|
$ |
0.16 |
|
|
|
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Diluted net income per share attributable to Allied Healthcare International Inc. common shareholders |
|
$ |
0.05 |
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|
$ |
0.04 |
|
|
$ |
0.14 |
|
|
$ |
0.16 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
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|
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|
|
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|
Weighted average number of common shares outstanding: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic |
|
|
43,571 |
|
|
|
45,045 |
|
|
|
43,571 |
|
|
|
45,102 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
Diluted |
|
|
43,837 |
|
|
|
45,269 |
|
|
|
43,843 |
|
|
|
45,363 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
See notes to condensed consolidated financial statements.
Page 5
ALLIED HEALTHCARE INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
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|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
6,449 |
|
|
$ |
7,213 |
|
Adjustments to reconcile net income to net
cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2,875 |
|
|
|
2,242 |
|
Amortization of intangible assets |
|
|
778 |
|
|
|
952 |
|
Foreign exchange gain |
|
|
(6 |
) |
|
|
(2 |
) |
Increase (decrease) in provision for allowance for doubtful accounts |
|
|
184 |
|
|
|
(24 |
) |
Loss (gain) on sale of fixed assets |
|
|
19 |
|
|
|
(2 |
) |
Stock based compensation |
|
|
401 |
|
|
|
471 |
|
Deferred income taxes |
|
|
49 |
|
|
|
102 |
|
Changes in operating assets and liabilities, excluding
the effect of businesses acquired and sold: |
|
|
|
|
|
|
|
|
Increase in accounts receivable |
|
|
(863 |
) |
|
|
(335 |
) |
Decrease in prepaid expenses and other assets |
|
|
909 |
|
|
|
671 |
|
(Decrease) increase in accounts payable and other liabilities |
|
|
(1,936 |
) |
|
|
1,693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
8,859 |
|
|
|
12,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(3,172 |
) |
|
|
(2,428 |
) |
Acquisition of controlling interest, net of cash acquired |
|
|
(60 |
) |
|
|
(5,812 |
) |
Payments for acquisitions net of cash acquired |
|
|
(2,626 |
) |
|
|
|
|
Proceeds from sale of property and equipment |
|
|
8 |
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(5,850 |
) |
|
|
(8,178 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Repayments of debt and capital lease obligations |
|
|
(2,661 |
) |
|
|
(121 |
) |
Borrowings under invoice discounting facility, net |
|
|
117 |
|
|
|
248 |
|
Treasury shares acquired |
|
|
|
|
|
|
(1,317 |
) |
Stock options exercised |
|
|
|
|
|
|
288 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(2,544 |
) |
|
|
(902 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate on cash |
|
|
594 |
|
|
|
(2,220 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash |
|
|
1,059 |
|
|
|
1,681 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of year |
|
|
39,031 |
|
|
|
35,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
40,090 |
|
|
$ |
36,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
64 |
|
|
$ |
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes, net |
|
$ |
3,332 |
|
|
$ |
1,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Capital expenditures included in accrued expenses and other long-term liabilities |
|
$ |
312 |
|
|
$ |
609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of business acquired in purchase transactions: |
|
|
|
|
|
|
|
|
Fair value of assets acquired |
|
$ |
7,921 |
|
|
$ |
12,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities assumed or incurred |
|
$ |
3,635 |
|
|
$ |
2,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interest |
|
$ |
|
|
|
$ |
3,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for acquisitions |
|
$ |
3,368 |
|
|
$ |
5,848 |
|
Cash acquired |
|
|
682 |
|
|
|
36 |
|
|
|
|
|
|
|
|
Net cash paid for acquisitions |
|
$ |
2,686 |
|
|
$ |
5,812 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred acquisition payment |
|
$ |
918 |
|
|
$ |
|
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
Page 6
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. |
|
Basis of Presentation: |
The Company is a homecare provider of health and social care (often referred to as domiciliary
care) in the United Kingdom (U.K.) and Ireland. The Company was incorporated in New York in
1981. The Company provides personal or basic care and nursing services in the customers own
home, public or private hospitals and nursing and care homes. The Companys healthcare staff
consists principally of homecare aides (known as carers in the U.K.), nurses and nurses aides.
The services provided by the Company are provided by its integrated network of approximately
120 branches, which have similar economic characteristics and are located mainly throughout
most of the U.K. The operations of the Companys Ireland operations are effectively reviewed
as one branch as they provide comparable services and are operated on a similar basis as the
Companys U.K. operations. The Companys management evaluates operating results on a branch
basis. For financial reporting purposes, all its branches are aggregated into one reportable
segment.
The condensed consolidated financial statements presented herein are unaudited and include all
adjustments (consisting of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and results of
operations of the interim periods pursuant to the rules and regulations of the Securities and
Exchange Commission (the SEC). Certain information and footnote disclosures normally
included in annual financial statements prepared in accordance with generally accepted
accounting principles (GAAP) in the United States of America (U.S.) have been condensed or
omitted pursuant to the SEC rules and regulations, although the Company believes that the
disclosures made are adequate to make the information not misleading. The balance sheet at
September 30, 2010 has been derived from the audited consolidated balance sheet at that date,
but does not include all information and footnotes required by U.S. GAAP for complete financial
statements. These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements included in the Companys Form 10-K for the year
ended September 30, 2010. Although the Companys operations are not highly seasonal, the
results of operations for the three and nine months ended June 30, 2011 are not necessarily
indicative of operating results for the full year.
2. Stock-Based Compensation:
Stock Options
For the three and nine months ended June 30, 2011, stock-based compensation cost recognized in
selling, general and administrative expenses amounted to $0.2 million and $0.4 million,
respectively. For the three and nine months ended June 30, 2010, stock-based compensation cost
recognized in selling, general and administrative expenses amounted to $0.3 million and $0.5
million, respectively. As of June 30, 2011, there was $0.5 million of total unrecognized
compensation cost related to share-based compensation awards, net of estimated forfeitures,
which the Company expects to recognize over a weighted average period of approximately 1.9
years. The compensation cost as generated by the Black-Scholes option-pricing model may not be
indicative of the future benefit, if any, that may be received by the option holder. Shares
available for future grant under the 2002 Stock Option Plan were 3.0 million shares at June 30,
2011.
Page 7
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
Following is a summary of stock option activity during the three and nine months ended June 30,
2011 (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Weighted-Average |
|
Stock Options |
|
Options |
|
|
Exercise Price ($) |
|
Outstanding at April 1, 2011 |
|
|
3,123 |
|
|
|
2.35 |
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2011 |
|
|
3,123 |
|
|
|
2.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual |
|
|
Aggregate |
|
|
|
Stock |
|
|
Weighted-Average |
|
|
Life |
|
|
Intrinsic |
|
Stock Options |
|
Options |
|
|
Exercise Price ($) |
|
|
In Years |
|
|
Value ($) |
|
Outstanding at October 1, 2010 |
|
|
3,588 |
|
|
|
2.34 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(465 |
) |
|
|
2.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2011 |
|
|
3,123 |
|
|
|
2.35 |
|
|
|
6.8 |
|
|
|
897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2011 |
|
|
2,041 |
|
|
|
2.31 |
|
|
|
6.2 |
|
|
|
753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest
at June 30, 2011 |
|
|
2,510 |
|
|
|
2.34 |
|
|
|
6.7 |
|
|
|
804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of options exercised during the nine months ended June 30, 2010
was $0.2 million. For options exercised during the nine months ended June 30, 2010, $0.3
million was received in cash to cover the exercise price of the options exercised. There were
no options exercised during the nine months ended June 30, 2011.
Following is a summary of the status of the Companys nonvested stock options as of June 30,
2011 and the activity for the three and nine months ended June 30, 2011 (in thousands, except
per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
Stock |
|
|
Grant-Date |
|
Nonvested Stock Options |
|
Options |
|
|
Fair Value ($) |
|
Nonvested at April 1, 2011 |
|
|
1,582 |
|
|
|
1.09 |
|
Vested |
|
|
(500 |
) |
|
|
1.07 |
|
|
|
|
|
|
|
|
|
Nonvested at June 30, 2011 |
|
|
1,082 |
|
|
|
1.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
Stock |
|
|
Grant-Date |
|
Nonvested Stock Options |
|
Options |
|
|
Fair Value ($) |
|
Nonvested at October 1, 2010 |
|
|
2,031 |
|
|
|
1.10 |
|
Vested |
|
|
(547 |
) |
|
|
1.08 |
|
Forfeited |
|
|
(402 |
) |
|
|
1.12 |
|
|
|
|
|
|
|
|
|
Nonvested at June 30, 2011 |
|
|
1,082 |
|
|
|
1.10 |
|
|
|
|
|
|
|
|
|
The total grant date fair value of stock options vested during the three and nine months
ended June 30, 2011 was $0.5 million and $0.6 million, respectively. The total grant date fair
value of stock options vested during the three and nine months ended June 30, 2010 was $0.5
million and $0.6 million, respectively.
Page 8
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
The Company has granted certain options that, in addition to the time vesting requirement,
have performance conditions based on one or more of the Companys growth in sales, earnings
per share, earnings before interest and taxes, earnings before interest, taxes and
amortization or earnings before interest, taxes, depreciation and amortization. Of the 3.1
million options outstanding at June 30, 2011, 1.0 million options have both time and
performance conditions. The following is a summary of the status of the Companys options
that have both the time vesting requirement and performance conditions (in thousands, except
per share data):
|
|
|
|
|
|
|
|
|
Time and Performance Based |
|
Stock |
|
|
Weighted-Average |
|
Stock Options |
|
Options |
|
|
Exercise Price ($) |
|
Outstanding at April 1, 2011 |
|
|
973 |
|
|
|
2.20 |
|
|
|
|
|
|
|
|
Outstanding at June 30, 2011 |
|
|
973 |
|
|
|
2.20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual |
|
|
Aggregate |
|
Time and Performance Based |
|
Stock |
|
|
Weighted-Average |
|
|
Life |
|
|
Intrinsic |
|
Stock Options |
|
Options |
|
|
Exercise Price ($) |
|
|
In Years |
|
|
Value ($) |
|
Outstanding at October 1, 2010 |
|
|
1,295 |
|
|
|
2.20 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(322 |
) |
|
|
2.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2011 |
|
|
973 |
|
|
|
2.20 |
|
|
|
6.6 |
|
|
|
311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable and vested and
expected to vest at June 30,
2011 |
|
|
460 |
|
|
|
1.98 |
|
|
|
6.3 |
|
|
|
235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Grant-Date |
|
Time and Performance Based Stock Options |
|
Options |
|
|
Fair Value ($) |
|
Nonvested at April 1, 2011 |
|
|
663 |
|
|
|
1.01 |
|
Vested |
|
|
(150 |
) |
|
|
1.03 |
|
|
|
|
|
|
|
|
|
Nonvested at June 30, 2011 |
|
|
513 |
|
|
|
1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Grant-Date |
|
Time and Performance Based Stock Options |
|
Options |
|
|
Fair Value ($) |
|
Nonvested at October 1, 2010 |
|
|
985 |
|
|
|
1.04 |
|
Vested |
|
|
(150 |
) |
|
|
1.03 |
|
Forfeited |
|
|
(322 |
) |
|
|
1.12 |
|
|
|
|
|
|
|
|
|
Nonvested at June 30, 2011 |
|
|
513 |
|
|
|
1.00 |
|
|
|
|
|
|
|
|
|
The total grant date fair value of time and performance based stock options that vested
during the three and nine months ended June 30, 2011 was $0.2 million and $0.2 million,
respectively. The total grant date fair value of time and performance based stock options that
vested during the three and nine months ended June 30, 2010 was $0.1 million and $0.2 million,
respectively.
Each unvested option (other than those
held by the Company’s Chief Executive Officer) will vest immediately
prior to the merger, subject to the satisfaction of any applicable performance
criteria. See Note 14 for a discussion of the merger.
Page 9
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
Stock Appreciation Rights:
In fiscal 2009, the Companys Board of Directors, upon the recommendation of its Compensation
Committee, made a grant of 0.6 million stock appreciation rights (the SARs) to Alexander
(Sandy) Young, its Chief Executive Officer (the CEO). The SARs represent the right to
receive a payment, in shares of the Companys common stock, equal to the product of (a) the
number of SARs granted that vest and (b) the excess of (i) the closing sale price of a share
of the Companys common stock on the date that the SARs are settled over (ii) the base price
of $1.51 (the closing price of a share of the Companys common stock on Nasdaq on April 21,
2009, the date that the SARs were granted to Mr. Young). The SARs are subject to both time
vesting and performance vesting.
The SARs agreement with Mr. Young provides that the potential maximum value of the SARs (when
aggregated with the value of the vested portion of the option to purchase 0.2 million shares
of the Companys common stock held by Mr. Young) is £3.0 million (approximately $4.8 million
at the exchange rate at June 30, 2011). If the total value of the SARs and the value of the
vested portion of Mr. Youngs options exceeds £3.0 million, then the base price of $1.51 for
the SARs will be increased so that the total value is equal to £3.0 million.
At June 30, 2011, the Company estimated that none of the performance measures will be achieved
which resulted in zero stock-based compensation cost related to SARs to be recognized as of
June 30, 2011. At June 30, 2011, the Company had $0.3 million of total unrecognized
compensation cost related to SARs compensation awards. A change in the estimate of the SARs
performance measures vesting could result in the Company incurring such cost over a period
through September 30, 2011. The compensation cost as generated by the Monte-Carlo pricing
model may not be indicative of the future benefit, if any, that may be received by the SARs
holder.
3. |
|
Property and Equipment: |
Property and equipment is carried at cost, net of accumulated depreciation and amortization.
Leasehold improvements are amortized over the related lease terms or estimated useful lives,
whichever is shorter. Furniture, fixtures and equipment are amortized on a straight-line
method over the estimated useful lives ranging from three to eight years. Computer software is
amortized on a straight-line method over the estimated useful lives ranging from three to seven
years.
Major classes of property and equipment, net, consist of the following at June 30, 2011 and
September 30, 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
Furniture, fixtures and equipment (including software) |
|
$ |
21,874 |
|
|
$ |
19,331 |
|
Leasehold improvements |
|
|
1,477 |
|
|
|
1,268 |
|
Vehicles |
|
|
946 |
|
|
|
737 |
|
|
|
|
|
|
|
|
|
|
|
24,297 |
|
|
|
21,336 |
|
Less, accumulated depreciation and amortization |
|
|
15,255 |
|
|
|
12,412 |
|
|
|
|
|
|
|
|
|
|
$ |
9,042 |
|
|
$ |
8,924 |
|
|
|
|
|
|
|
|
Page 10
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
Depreciation and amortization of property and equipment for the three and nine months
ended June 30, 2011 were $1.0 million and $2.9 million, respectively. Depreciation and
amortization of property and equipment for the three and nine months ended June 30, 2010 were
$0.8 million and $2.2 million, respectively.
4. |
|
Goodwill and Other Intangible Assets: |
The following table presents the changes in the carrying amount of goodwill for the nine months
ended June 30, 2011 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
Accumulated |
|
|
|
|
|
|
Pre Impairment |
|
|
Impairment |
|
|
|
|
|
|
Losses |
|
|
Losses |
|
|
Goodwill |
|
Balance at October 1, 2010 |
|
$ |
199,506 |
|
|
$ |
(96,561 |
) |
|
$ |
102,945 |
|
Goodwill acquired during the year |
|
|
5,668 |
|
|
|
|
|
|
|
5,668 |
|
Final acquisition fair value
adjustment |
|
|
63 |
|
|
|
|
|
|
|
63 |
|
Foreign exchange effect |
|
|
2,520 |
|
|
|
(1,289 |
) |
|
|
1,231 |
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2011 |
|
$ |
207,757 |
|
|
$ |
(97,850 |
) |
|
$ |
109,907 |
|
|
|
|
|
|
|
|
|
|
|
Of the $109.9 million goodwill amount, approximately $3.9 million is deductible for U.K.
income tax purposes.
Intangible assets subject to amortization are being amortized on the straight-line method and
consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011 |
|
|
|
Range |
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
|
Of |
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
|
Lives |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
Customer relationships |
|
|
4 12 |
|
|
$ |
10,525 |
|
|
$ |
8,961 |
|
|
$ |
1,564 |
|
Trade names |
|
|
3 20 |
|
|
|
1,447 |
|
|
|
240 |
|
|
|
1,207 |
|
Non-compete agreements |
|
|
2 3 |
|
|
|
193 |
|
|
|
193 |
|
|
|
|
|
Favorable leasehold interests |
|
|
2 5 |
|
|
|
7 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
12,172 |
|
|
$ |
9,401 |
|
|
$ |
2,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2010 |
|
|
|
Range |
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
|
Of Lives |
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
|
(Years) |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
Customer relationships |
|
|
4 12 |
|
|
$ |
10,387 |
|
|
$ |
8,124 |
|
|
$ |
2,263 |
|
Trade names |
|
|
3 20 |
|
|
|
1,427 |
|
|
|
189 |
|
|
|
1,238 |
|
Non-compete agreements |
|
|
2 3 |
|
|
|
191 |
|
|
|
191 |
|
|
|
|
|
Favorable leasehold interests |
|
|
2 5 |
|
|
|
7 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
12,012 |
|
|
$ |
8,511 |
|
|
$ |
3,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 11
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
Amortization expense for other intangible assets subject to amortization was $0.2 million
and $0.8
million for three and nine months ended June 30, 2011, respectively. Amortization expense for
other intangible assets subject to amortization was $0.3 million and $1.0 million for the three
and nine months ended June 30, 2010, respectively. At June 30, 2011, estimated future
amortization expense of other intangible assets still subject to amortization for the three
months ending September 30, 2011 and the succeeding fiscal years is as follows:
|
|
|
|
|
Remainder of 2011 |
|
$ |
155 |
|
2012 |
|
|
620 |
|
2013 |
|
|
618 |
|
2014 |
|
|
376 |
|
2015 |
|
|
68 |
|
Thereafter |
|
|
934 |
|
|
|
|
|
|
|
$ |
2,771 |
|
|
|
|
|
The change in the net carrying amount at June 30, 2011 is due to amortization expense and
the foreign exchange effect.
5. |
|
Business Combinations: |
Homecare Independent Living Group
In May 2010 the Company acquired a shareholding in a group of businesses commonly known as
Homecare Independent Living Group (the HILG). The Company acquired a 50.1% shareholding in
L&B (No. 182) Limited, the holding company of the five entities that make up the HILG
business, for a consideration of £3.9 million ($5.8 million, at the acquisition date exchange
rate). The purchase price was funded through the Companys cash on hand. In addition, the
Company has also entered into call option agreements giving the Company the right to buy the
remaining shares between March 2013 and March 2020. The sellers have also entered into put
option agreements giving them the right to require the Company to buy the remaining shares
between March 2011 and March 2020. The minimum amount payable by the Company for 100% of the
HILG business will be £7.7 million ($12.2 million at the exchange rate at June 30, 2011). The
maximum amount payable by the Company for 100% of the HILG business will be £11.2 million
($18.0 million at the exchange rate at June 30, 2011) and is subject to HILG achieving certain
annual earnings before interest, taxes, depreciation and amortization targets.
HILG is a leading provider of homecare to the elderly, physically disabled and mentally
disabled with four operating divisions in Northern Ireland and an increasing presence in the
Republic of Ireland. This acquisition gives the Company a market-leading position in Northern
Ireland as well as a strategic footprint in the Republic of Ireland market. Both are new
territories for the Company for which management believes will provide opportunities for
future growth, especially in the Republic of Ireland. The two sellers of HILG remain in their
existing roles as directors of HILG and have been joined by additional directors appointed by
the Company to this business.
The goodwill of $7.5 million arising from the acquisition consists largely of the benefits
expected from this transaction. None of the goodwill recognized is deductible for income tax
purposes.
Page 12
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
The following tables summarize the consideration paid for HILG and the fair value of the
assets
acquired and liabilities assumed, the resulting goodwill recognized at the acquisition date,
as well as the fair value at the acquisition date of the noncontrolling interest in HILG.
|
|
|
|
|
( in thousands) |
|
Consideration |
|
Cash |
|
$ |
5,776 |
|
|
|
|
|
Fair value of total consideration transferred |
|
$ |
5,776 |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition Date |
|
( in thousands) |
|
Fair Value |
|
Property and equipment |
|
$ |
986 |
|
Current assets(a) |
|
|
1,753 |
|
Current liabilities(b) |
|
|
(1,784 |
) |
Debt and capital lease obligations |
|
|
(823 |
) |
Deferred tax liability |
|
|
(949 |
) |
|
|
|
|
Total identifiable net liabilities |
|
$ |
(817 |
) |
Goodwill |
|
|
7,487 |
|
Other intangible assets(c) |
|
|
2,994 |
|
Noncontrolling interest in HILG |
|
|
(3,888 |
) |
|
|
|
|
Total purchase price |
|
$ |
5,776 |
|
|
|
|
|
|
|
|
(a) |
|
Includes cash, accounts receivable, unbilled accounts receivable, prepaid
expenses and other current assets. |
|
(b) |
|
Includes accounts payable and other current liabilities. |
|
(c) |
|
Includes customer relationships of $1.8 million with an estimated useful life of
4 years and trade names of $1.2 million with an estimated useful life of 20 years. |
In the third quarter of fiscal 2010, acquisition-related costs of $0.5 million related to
the acquisition of HILG were included in selling, general, and administrative expenses in the
Companys condensed consolidated statement of operations.
The fair value of the noncontrolling interest in HILG, a private company, was estimated by
using the observed transaction relating to a controlling interest which occurred as of the
measurement date. The fair value measurement is based on significant inputs that are not
observable in the market and thus represents a Level 3 measurement. Key assumptions include
(i) an estimated discount to account for the lack of control feature of the noncontrolling
interest derived using implied discounts as observed through control premiums of private
transactions in the companys sector, and (ii) an estimated discount to account for the lack
of marketability of the noncontrolling interest derived using an option-based model which
estimates the cost of holding a security for period time needed before achieving a
transaction. Significant inputs into the option-based model include (i) a estimated holding
period of 3 years until a transaction is consummated, (ii) an equity volatility estimate of
42% based on comparable companies, and (iii) a risk free rate of 1.34% based on the holding
period selected.
Due to the put option agreements, the Company has classified the noncontrolling interest as
mezzanine equity on its condensed consolidated balance sheets. The following table presents a
reconciliation of the carrying amount of the noncontrolling interest at September 30, 2010 and
June 30, 2011 (in thousands):
|
|
|
|
|
Fair value of noncontrolling interest at acquisition |
|
$ |
3,888 |
|
Net income attributable to noncontrolling interest |
|
|
188 |
|
Change in cumulative translation adjustment |
|
|
282 |
|
|
|
|
|
Noncontrolling interest at September 30, 2010 |
|
$ |
4,358 |
|
Net income attributable to noncontrolling interest |
|
|
487 |
|
Change in cumulative translation adjustment |
|
|
57 |
|
|
|
|
|
Noncontrolling interest at June 30, 2011 |
|
$ |
4,902 |
|
|
|
|
|
Page 13
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
Health and Lifecare Options Limited
In March 2011 the Company acquired the entire share capital of Health and Lifecare Options
Limited, which trades under the ScotHomecare name, for an initial consideration of £0.7
million ($1.2 million, at the acquisition date exchange rate) and £0.2 million ($0.4 million,
at the acquisition date exchange rate) additional consideration which was deferred pending the
finalization of the completion accounts. Such consideration may be adjusted based on the
final value of the net assets. In addition, the Company repaid £1.5 million ($2.4 million, at
the acquisition date exchange rate) of liabilities assumed on acquisition. The purchase price
and liabilities repaid were funded through the Companys cash on hand.
ScotHomecare is a flexible domiciliary homecare business with nine branches in Scotland and
one branch in Leicester, England. ScotHomecares services include adult health care, child
nursing care, palliative care nursing and elderly care services.
BiJu Limited
In May 2011 the Company acquired the entire share capital of BiJu Limited (BiJu) for an
initial consideration of £1.3 million ($2.1 million, at the acquisition date exchange rate)
and £0.3 million ($0.5 million, at the acquisition date exchange rate) additional contingent
consideration. The contingent consideration requires the Company to pay the former owners of
BiJu a multiple of 4.2 of the gross profit generated by BiJu during the twelve months
following acquisition in excess of £0.7 million ($1.1 million, at the acquisition date
exchange rate), up to a maximum of £0.3 million ($0.5 million, at the acquisition date
exchange rate). The potential undiscounted amount of all future payments that the Company
could be required to make under the contingent consideration arrangement is between $0.0
million and $0.5 million. The fair value of the acquisition-related contingent consideration
arrangement of $0.5 million was estimated on the probability of the achievement of the target
level of gross profit generated in the business during the next twelve-month period. Based on
the Companys estimation, an initial liability of $0.5 million (at the exchange rate at June
30, 2011) was recorded. The initial consideration may be adjusted based on the final value of
the net assets. The purchase price was funded through the Companys cash on hand.
BiJu is a supplier of diverse homecare services, including rehabilitation, physical
disabilities, sensory impairment and extra care sheltered housing projects to clients
throughout Lancashire. This acquisition expands the Companys geographical footprint in the
North West of England and provides it with additional growth opportunities across Lancashire.
The goodwill of $5.7 million arising from the ScotHomecare and BiJu acquisitions consists
largely of the benefits expected from these transactions. These acquisitions expand the
Companys operations, making it one of the largest providers of domiciliary care in Scotland
and an enlarged market position within the County of Lancashire as well as a platform to
expand across Lancashire. Management believes that these transactions will allow the Company
to introduce new higher margin services, including learning disabilities and continuing care,
in these new locations. None of the goodwill recognized is deductible for income tax
purposes.
Page 14
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
The following tables summarize the consideration paid for ScotHomecare and BiJu and the
estimates of the fair value of the assets acquired and liabilities assumed and the resulting
goodwill recognized at the acquisition dates. The preliminary estimates of the fair value of
identifiable assets acquired and liabilities assumed are subject to revisions, which may
result in adjustments to the preliminary values presented below. The Company expects to
finalize these amounts as soon as practicable, but no later than one year from the respective
acquisition date.
|
|
|
|
|
( in thousands) |
|
Consideration |
|
Cash |
|
$ |
3,308 |
|
Deferred cash payment(a) |
|
|
391 |
|
Contingent Consideration(b) |
|
|
527 |
|
|
|
|
|
Fair value of total consideration |
|
$ |
4,226 |
|
|
|
|
|
|
|
|
(a) |
|
Deferred cash consideration pending finalization of the completion
accounts. |
|
(b) |
|
Contingent consideration based on the acquisition date fair value based on the
probability of the achievement of the target level. |
Page 15
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
|
|
|
|
|
|
|
Preliminary |
|
|
|
Estimates of |
|
|
|
Acquisition Date |
|
(in thousands) |
|
Fair Value |
|
Property and equipment |
|
$ |
42 |
|
Current assets(a) |
|
|
2,148 |
|
Current liabilities(b) |
|
|
(2,292 |
) |
Debt |
|
|
(1,340 |
) |
|
|
|
|
Total identifiable net liabilities |
|
$ |
(1,442 |
) |
Goodwill |
|
|
5,668 |
|
|
|
|
|
Total purchase price |
|
$ |
4,226 |
|
|
|
|
|
|
|
|
(a) |
|
Includes cash, accounts receivable, prepaid expenses and other current
assets. |
|
(b) |
|
Includes accounts payable and other current liabilities. |
The Company recognized acquisition-related costs of $0.1 million and $0.2 million for the
three and nine months ended June 30, 2011, respectively, related to the acquisitions of
ScotHomecare and BiJu which were included in selling, general, and administrative expenses in
the Companys condensed consolidated statement of operations.
The pro forma results of operations and related per share information for these acquisitions
have not been presented as the acquisitions are not considered material.
Accrued expenses consist of the following at June 30, 2011 and September 30, 2010 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
Payroll and related expenses |
|
$ |
19,841 |
|
|
$ |
20,112 |
|
Professional fees |
|
|
1,110 |
|
|
|
1,383 |
|
Refunds payable |
|
|
1,168 |
|
|
|
1,129 |
|
Acquisitions payable |
|
|
897 |
|
|
|
|
|
Other |
|
|
3,682 |
|
|
|
3,273 |
|
|
|
|
|
|
|
|
|
|
$ |
26,698 |
|
|
$ |
25,897 |
|
|
|
|
|
|
|
|
The Company recorded a provision for income taxes amounting to $1.1 million or 30.4% of income
before income taxes for the three months ended June 30, 2011, compared to a provision of $0.9
million or 34.5% of income before income taxes for the three months ended June 30, 2010. The
Company recorded a provision for income taxes amounting to $3.1 million or 32.6% of income
before income taxes for the nine months ended June 30, 2011, compared to a provision of $2.8
million or 27.8% of income before income taxes for the nine months ended June 30, 2010. The
difference in the effective tax rate between the three and nine months ended June 30, 2011 and
June 30, 2010 is mainly due to the U.K. tax deduction on intra-group interest expense no
longer being an allowable deduction effective October 1, 2010, the utilization of loss carry
forwards in the U.S. for which no benefit had
been previously recorded and permanent differences, mainly related to acquisition costs that
are not deductible for income tax purposes.
Page 16
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
As of June 30, 2011, the Company has recorded a full valuation allowance against its U.S.
deferred tax assets as management believes it is not more likely than not that these deferred
tax assets will be utilized prior to their expiration. Subsequent recognition of these
deferred tax assets would result in an income tax benefit in the year of such recognition.
The Companys public offering in July 2004 of its common shares caused an ownership change
under Section 382 of the Internal Revenue Code of 1986, as amended, (the Code).
Accordingly, Section 382 imposes an annual limit on the Companys ability to utilize it net
operating loss carryforward. The Company has discovered that, upon the ownership change
triggered by the 2004 public offering, an election required under Section 382 of the Code to
include the value of its foreign subsidiaries for purposes of determining the annual net
operating loss utilization limitation had not been filed. Absent this election, the annual
net operating utilization limitation would be negligible. The Company has requested a private
letter ruling from the Internal Revenue Service seeking relief which would allow for a
retroactive election and believes it is more likely than not that such relief will be
obtained. An inability to use a significant portion of the Companys federal net operating
loss carryforward could have a material adverse effect on its consolidated financial position
and results of operations.
As of June 30, 2011, the Company has not recorded any unrecognized tax benefits, which remains
unchanged from September 30, 2010.
Basic earnings per share (EPS) is computed using the weighted average number of common
_____shares outstanding. Diluted EPS adjusts basic EPS for the effects of stock options and
warrants only when such effect is dilutive. The Company uses the treasury stock method to
calculate the effect of potential common shares, which require it to compute total assumed
proceeds as the sum of (a) the amount the employee must pay upon exercise of the award, (b)
the amount of unrecognized share-based compensation costs attributed to future services and
(c) the amount of tax benefits, if any, that would be credited to additional paid-in capital
assuming exercise of the award. Share-based compensation awards for which total assumed
proceeds exceed the average market price over the applicable period have an antidilutive
effect on EPS and are excluded from the calculation of diluted EPS. At June 30, 2011 and
2010, the Company had outstanding stock options (including performance-based stock options) to
purchase 1.4 million and 2.3 million shares, respectively, of common stock ranging in price
from $2.11 to $6.20 and $2.11 to $6.20 per share, respectively, that were not included in the
computation of diluted EPS either because the exercise price was greater than the average
market price of the common shares or the conditions of the performance-based stock options
have yet to be satisfied or such effect would have been anti-dilutive. Further, 0.6 million
of contingently issuable shares related to the SARs issued to the CEO, as further described in
Note 2, have not been included in the computation of diluted EPS at June 30, 2011 and 2010.
Page 17
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
The weighted average number of shares used in the basic and diluted earnings per share
computations for the three and nine months ended June 30, 2011 and 2010 are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Weighted average number of common shares outstanding
as used in computation of basic EPS of common stock |
|
|
43,571 |
|
|
|
45,045 |
|
|
|
43,571 |
|
|
|
45,102 |
|
Effect of dilutive securities stock options |
|
|
266 |
|
|
|
224 |
|
|
|
272 |
|
|
|
261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computation of diluted EPS of common stock |
|
|
43,837 |
|
|
|
45,269 |
|
|
|
43,843 |
|
|
|
45,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of comprehensive income include net income and all other non-owner changes in
equity, such as the change in the cumulative translation adjustment, which is the only item of
other comprehensive income impacting the Company. The translation of the financial statement
of the Companys U.K. operations is impacted by fluctuations in foreign currency exchange
rates. The following table displays comprehensive income for the three and nine months ended
June 30, 2011 and 2010 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Net income |
|
$ |
2,416 |
|
|
|
1,717 |
|
|
$ |
6,449 |
|
|
$ |
7,213 |
|
Change in
cumulative
translation
adjustment, net of
income taxes |
|
|
(164 |
) |
|
|
121 |
|
|
|
1,857 |
|
|
|
(6,902 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income, net of
income taxes |
|
|
2,252 |
|
|
|
1,838 |
|
|
|
8,306 |
|
|
|
311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income attributable
to the
noncontrolling
interest |
|
|
(214 |
) |
|
|
(140 |
) |
|
|
(544 |
) |
|
|
(140 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income attributable
to the Company |
|
$ |
2,038 |
|
|
$ |
1,698 |
|
|
$ |
7,762 |
|
|
$ |
171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10. |
|
Commitments and Contingencies: |
Employment Agreements
The Company has employment agreements with its two executive officers that provide for minimum
aggregate annual base compensation of approximately $0.6 million (at the exchange rate at June
30, 2011) in fiscal 2011.
Leases
The Company has entered into various operating lease agreements for office space and
equipment, as well as housing accommodations used by HILG in providing social care. Certain
of these leases provide for renewal options. Of the $5.0 million operating lease obligations
at June 30, 2011, $0.3 million relates to properties that are owned by the noncontrolling
interest holders.
In connection with the Companys acquisition of HILG, the Company assumed various capital
lease agreements mainly related to leased vehicles and furniture, fixtures and equipment,
which had gross carrying values of $0.7 million and $0.1 million, respectively, at June 30,
2011 and $0.7 million and $0.1 million, respectively, at September 30, 2010 and are included
within property and equipment
in the companys condensed consolidated balance sheet. Accumulated amortization related to
these capital leases totaled $0.3 million and $0.1 million at June 30, 2011 and September 30,
2010, respectively. Depreciation of assets under capital leases is included in depreciation
expense. The present value of the net minimum capital lease payments estimated using a
discounted cash flow analysis was $0.5 million at June 30, 2011.
Page 18
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
Debt
In connection with the Companys acquisition of HILG, the Company assumed debt related to two
invoice discounting facilities and a bank loan for the funding of capital expenditures. The
invoice discounting facilities provide for available funds of up to $1.6 million (at the
exchange rate at June 30, 2011) that are available for use through July and September of 2011.
The loans bear interest at rates equal to LIBOR plus 2.0% with a minimum of 4.0% per annum.
At June 30, 2011 and September 30, 2010, the Company had outstanding borrowings of $0.4
million and $0.3 million, respectively, under the invoice discounting facilities and a bank
loan that bore interest at rates ranging from 4.0% to 4.7%.
Other Obligations
Other obligations represent our contractual commitment for a new branch operating system and
purchase commitment for new office equipment and software.
The following table summarizes the Companys future minimum rental commitments required under
both operating and capital lease agreements, debt and other obligations as of June 30, 2011
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
Capital |
|
|
Total |
|
|
Total Other |
|
|
Total |
|
Fiscal |
|
Leases |
|
|
Leases |
|
|
Debt |
|
|
Obligations |
|
|
Obligations |
|
2011 |
|
$ |
1,038 |
|
|
$ |
96 |
|
|
$ |
364 |
|
|
$ |
202 |
|
|
$ |
1,700 |
|
2012 |
|
|
2,211 |
|
|
|
278 |
|
|
|
40 |
|
|
|
1,035 |
|
|
|
3,564 |
|
2013 |
|
|
1,129 |
|
|
|
139 |
|
|
|
|
|
|
|
208 |
|
|
|
1,476 |
|
2014 |
|
|
461 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
468 |
|
2015 |
|
|
156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156 |
|
Thereafter |
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5,012 |
|
|
$ |
520 |
|
|
$ |
404 |
|
|
$ |
1,445 |
|
|
$ |
7,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Amounts representing interest |
|
|
|
|
|
|
(70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net present value of capital lease
obligations |
|
|
|
|
|
|
450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less current portion |
|
|
|
|
|
|
335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term capital lease obligations |
|
|
|
|
|
$ |
115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 19
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
Contingencies:
The Company believes that it has been in compliance, in all material respects, with the
applicable provisions of the federal statutes, regulations and laws and applicable state laws,
together with the applicable laws and regulations of other countries in which the Company
operates. There can be no assurance that an enforcement action will not be brought against the
Company for violations of applicable law or that the Company will not be found to be in
violation of one or more of these provisions. If the Company is found to have violated laws
or regulations that are applicable to it, the Company could incur civil and/or criminal
penalties as well as adverse publicity. In addition, in such circumstances, the parties to
certain of the Companys existing contracts could exercise their right to terminate their
contracts with the Company and/or the Company might find itself disadvantaged when bidding on
new contracts. At present, the Company cannot anticipate what impact, if any, administrative
or judicial interpretation of the applicable federal and state laws and those of other
countries may have on the Companys consolidated financial position, cash flows or results of
operations.
The Company is involved in various legal proceedings and claims incidental to its normal
business activities. The Company is vigorously defending its position in all such proceedings.
Management believes these matters should not have a material adverse impact on the
consolidated financial position, cash flows or results of operations of the Company.
Liabilities for loss contingencies, arising from claims, assessments, litigation and other
sources are recorded when it is probable that a liability has been incurred and the amount of
liability can be reasonably estimated. Based on managements best estimate of probable
liability, the Company has accrued $25 thousand and $0.1 million for such costs at June 30,
2011 and at September 30, 2010, respectively.
11. |
|
Profit Sharing and Private Pension Plans: |
The Company has a defined contribution plan, pursuant to Section 401(k) of the Internal Revenue
Code, covering all U.S. employees who meet certain requirements. In addition to the U.S. plan,
the Companys U.K. subsidiaries also sponsor personal pension plans that operate as salary
reduction plans. Further, as part of certain employees compensation, the Company has agreed
to make payments towards their U.K.- based private pension fund. The Company expects to
contribute $0.2 million to such plans in fiscal 2011.
12. |
|
Recent Accounting Standards: |
Health Care Entities Presentation and Disclosure of Patient Service Revenue,Provision for
Bad Debts, and the Allowance for Doubtful Accounts for Certain Health Care Entities. In July
2011, the Financial Accounting Standards Board (the FASB) issued this update to provide
financial statement users with greater transparency about a health care entitys net patient
service revenue. The amendments require certain health care entities to change the
presentation of their statement of operations by reclassifying the provision for bad debts
associated with patient service revenue from an operating expense to a deduction from patient
service revenue (net of contractual allowances and discounts). In addition, those health care
entities are required to provide enhanced disclosure about their policies for recognizing
revenue and assessing bad debts. The amendments also require
disclosures of patient service revenue (net of contractual allowances and discounts) as well
as qualitative and quantitative information about changes in the allowance for doubtful
accounts. The amendments in this guidance will be effective for the Companys interim and
annual reporting periods beginning October 1, 2012 and are not expected to have a material
impact on the Companys consolidated financial position or results of operations.
Page 20
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
Presentation of Comprehensive Income. In June 2011, the FASB issued guidance regarding the
presentation of comprehensive income. The new standard requires the presentation of
comprehensive income, the components of net income and the components of other comprehensive
income either in a single continuous statement of comprehensive income or in two separate but
consecutive statements. The new standard also requires presentation of adjustments for items
that are reclassified from other comprehensive income to net income in the statement where the
components of net income and the components of other comprehensive income are presented. This
guidance will be effective for the Companys interim and annual reporting periods beginning
October 1, 2012 and is not expected to have a material impact on the Companys consolidated
financial position or results of operations.
Fair Value Measurement Amendments to Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRSs. In May 2011, the FASB issued this update which provides
guidance and clarification about the application of existing fair value measurements and
disclosure requirements. The amendments in this guidance result in common fair value
measurement and disclosure requirements in U.S. GAAP and international financial reporting
standards (IFRS). This update does not extend the use of fair value or require
additional fair value measurements. The amendments in this guidance will be effective
for the Companys interim and annual reporting periods beginning October 1, 2011 and are not
expected to have a material impact on the Companys consolidated financial position or results
of operations.
Fair Value Measurements and Disclosures. In August 2009, the FASB issued a standard to further
update the fair value measurement guidance to clarify how an entity should measure liabilities
at fair value. This standard update provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a reporting
entity is required to measure fair value using certain techniques. When quoted prices are not
available, the quoted price of the identical liability traded as an asset, quoted prices for
similar liabilities or similar liabilities traded as an asset, or another valuation approach
should be used. This standard update also clarifies that restrictions preventing the transfer
of a liability should not be considered as a separate input or adjustment in the measurement
of fair value. Effective October 1, 2010, the Company adopted this standard, which did not
have any impact on the Companys consolidated financial position or results of operations.
Transfers of Financial Assets. In June 2009, the FASB issued a standard which provides
guidance to improve transparency about transfers of financial assets and a transferors
continuing involvement, if any, with transferred financial assets. This standard amends
various provisions of the previously issued standard relating to transfers and servicing of
financial assets and extinguishments of liabilities to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity provides in its
financial reports about a transfer of financial assets; the effects of a transfer on its
financial position, financial performance, and cash flows; and a transferors continuing
involvement in transferred financial assets. Effective
October 1, 2010, the Company adopted this standard, which did not have any impact on the
Companys consolidated financial position or results of operations.
Consolidation of Variable Interest Entities. In June 2009, the FASB issued a standard, which
changes the criteria to determine whether to consolidate a variable interest entity, to
provide more relevant and reliable information to users of financial statements. Effective
October 1, 2010, the Company adopted this standard, which did not have any impact on the
Companys consolidated financial position and results of operations as the Company does not
have variable interest entities.
Page 21
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
Stock Compensation. In April 2010, the FASB issued an update to clarify that an employee
share-based payment award with an exercise price denominated in the currency of a market in
which a substantial portion of the entitys equity securities trades should not be considered
to contain a condition that is not a market, performance, or service condition. Therefore,
the entity would not classify such an award as a liability if it otherwise qualifies as
equity. This update is effective for the Company in its fiscal year beginning October 1, 2011
and is not expected to have an impact on the Companys consolidated financial position or
results of operations as the Companys current practice is consistent with the update.
13. |
|
Fair Value Measurements: |
The Companys short term financial instruments include cash, accounts receivable, unbilled
accounts receivable, accounts payable, current maturities of debt and capital leases, accrued
expenses and taxes payable. The carrying value of the short term financial instruments
approximates the fair value due to their short term nature. These financial instruments have
no stated maturities or the financial instruments have short term maturities that approximate
market value.
The fair value of the Companys long-term debt and capital lease obligations was approximately
$0.2 million and $0.4 million at June 30, 2011 and September 30, 2010, respectively. The fair
values were estimated using a discounted cash flow analysis.
On July 28, 2010 the Company entered into an Agreement and Plan of Merger (the Merger
Agreement) with Saga Group Limited (Saga) and AHL Acquisition Corp., a wholly-owned
subsidiary of Saga (Acquisition Sub). Upon the consummation of the merger contemplated by
the Merger Agreement, each outstanding share of Company common stock, other than shares owned
by Saga, Acquisition Sub or any other wholly-owned subsidiary of Saga and shares held in the
treasury of the Company, will be converted into the right to receive $3.90 in cash, without
interest. Each outstanding option and stock
appreciation right (“SAR”) that has vested prior to the merger,
including those options and SARs that vest as a result of the merger, will be
converted into the right to receive $3.90 less the per share exercise price of
the option or SAR, multiplied by the number of shares of common stock subject
to such option or SAR. If the exercise price of any option or SAR is equal to
or greater than $3.90, the option or SAR will be cancelled without payment.
The completion of the merger is subject to various conditions, including, among others, obtaining
the approval of the Companys shareholders, which, under New York law, will require the vote
of at least two-thirds of the Companys outstanding shares of common stock. The parties
expect to notify the merger to the Competition Authority in Ireland, where the Company and
affiliates of Saga have operations, as soon as possible. Consummation of the merger is not
subject to a financing condition. The Merger Agreement provides that it
may be terminated by either party if the merger contemplated thereby has not
occurred on or prior to December 31, 2011; provided, however, that if the
only reason for the failure to consummate the merger on or before such date is
the failure to have obtained the necessary antitrust clearance in Ireland, the
termination date shall be extended to February 29, 2012. Under the Merger
Agreement, the Company may be required to pay Saga a termination fee of
$5.2 million under certain circumstances, including if the Board of
Directors of the Company, following the receipt of a superior proposal, changes
its recommendation to the shareholders to vote in favor of the merger.
In connection with the execution of the Merger Agreement, the Company entered into a retention
bonus agreement with its Chief Executive Officer and Allied Healthcare Group Limited, a
subsidiary of the Company, entered into a retention bonus agreement with the Chief Financial
Officer of the Company.
Copies of the Merger Agreement and the retention bonus agreements were filed as exhibits to
the Current Report on Form 8-K of the Company that was filed with the Securities and Exchange
Commission on August 1, 2011.
On August 3, 2011, a putative class action complaint was filed by a shareholder of the Company
against the Company, the members of the Companys Board of Directors, Saga and Acquisition Sub in
the Supreme Court of the State of New York for the County of New York challenging the proposed
merger, captioned Zimmerman v. Allied Healthcare International Inc., No. 652158/2011 (N.Y. Sup. Ct.
filed August 3, 2011). The complaint alleges that the Companys directors breached their fiduciary
duties in negotiating and approving the merger agreement. The complaint further alleges that the
Company and/or Saga aided and abetted the members of the board in their alleged breaches of
fiduciary duties. The complaint seeks various forms of relief, including injunctive relief to
prevent consummation of the merger.
The Company intends to defend this lawsuit vigorously.
Page 22
ALLIED HEALTHCARE INTERNATIONAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands, except per share data)
(Unaudited)
In July 2011, the Companys U.K. subsidiary, Allied Healthcare Group Limited, reached an
agreement to assume responsibility for the homecare business of Sue Ryder. Sue Ryder is a
national charity organization, which has been providing health and social care services in
local communities since the early 1990s. Its homecare business consists of 8 branches in
England with the sites in Doncaster, Bournemouth, Wolverhampton, Wigan, Trafford, Lincoln,
Macclesfield and Newark, providing 8,000 hours of care each week. Last year Sue Ryder
revenues from homecare activities were in excess of £5 million ($8 million).
In connection with the transaction, the Company has agreed to pay a deferred consideration of
up to a maximum of £130 thousand ($210 thousand, at the transaction date exchange rate) linked
to the hours transferred after a three-month period.
Page 23
|
|
|
Item 2. |
|
Managements Discussion and Analysis of Financial Condition and Results of
Operations |
General
The following discussion and analysis should be read in conjunction with the information
contained in the Condensed Consolidated Financial Statements and notes thereto appearing
elsewhere in this Quarterly Report on Form 10-Q. This discussion contains, in addition to
historical information, forward-looking statements that involve risks and uncertainty. Our
actual results could differ materially from the results discussed in these forward-looking
statements. Factors that could cause or contribute to such differences include those
discussed on page 2 in this Quarterly Report on Form 10-Q under Forward-Looking Statements.
We are a leading homecare provider of health and social care (often referred to as domiciliary
care) in the United Kingdom and Ireland, as measured by revenues, market share and number of
staff. We operate a community-based network of approximately 120 branches with the capacity
to provide carers (known as home health aides in the U.S.), nurses, and specialized medical
personnel to locations covering approximately 90% of the U.K. population. We provide personal
or basic care and nursing services in the customers own homes, public or private hospitals
and nursing and care homes. Homecare, which accounts for approximately 90% of our revenues,
is provided for individuals (normally elderly individuals) who require domiciliary care,
individuals with learning disabilities and individuals of all ages who require health-related
services for complex care needs. The main purchaser of our services for customers own homes
is local governmental social services departments, private individuals, the Health and Social
Care Board and National Health Services (the NHS) Primary Care Trusts. We also supply
nursing staff services to nursing homes and hospitals that account for our remaining revenues.
In May 2011 we acquired the entire share capital of BiJu Limited (BiJu) for an initial
consideration of £1.3 million ($2.1 million, at the acquisition date exchange rate) and £0.3
million ($0.5 million, at the acquisition date exchange rate) additional contingent
consideration. The contingent consideration requires the company to pay the former owners of
BiJu a multiple of 4.2 of the gross profit generated by BiJu during the twelve months
following acquisition in excess £0.7 million ($1.1 million, at the acquisition date exchange
rate), up to a maximum of £0.3 million ($0.5 million, at the acquisition date exchange rate).
The potential undiscounted amount of all future payments that the company could be required to
make under the contingent consideration arrangement is between $0.0 million and $0.5 million.
The fair value of the acquisition-related contingent consideration arrangement of $0.5 million
was estimated on the probability of the achievement of the target level of gross profit
generated in the business during the next twelve-month period. Based on the companys
estimation, an initial liability of $0.5 million (at the exchange rate at June 30, 2011) was
recorded. The initial consideration may be adjusted based on the final value of the net
assets. The purchase price was funded through the Companys cash on hand.
BiJu is a supplier of diverse homecare services, including rehabilitation, physical
disabilities, sensory impairment and extra care sheltered housing projects, to clients
throughout Lancashire. This acquisition expands our geographical footprint in the North West
of England and provides us with additional growth opportunities across Lancashire.
Page 24
In March 2011, we acquired the entire share capital of Health and Lifecare Options Limited,
which trades under the ScotHomecare name, for an initial consideration of £0.7 million ($1.2
million, at the acquisition date exchange rate) and £0.2 million ($0.4 million, at the
acquisition date exchange rate)
additional consideration which was deferred pending the finalization of the completion
accounts. Such consideration may be adjusted based on the final value of the net assets. In
addition, we repaid £1.5 million ($2.4 million, at the acquisition date exchange rate) of
liabilities assumed on acquisition. The purchase price and liabilities repaid were funded
through the companys cash on hand.
ScotHomecare is a flexible domiciliary homecare business with nine branches in Scotland and
one branch in Leicester, England. ScotHomecares services include adult health care, child
nursing care, palliative care nursing and elderly care services.
In May 2010, we acquired a shareholding in a group of business commonly known as Homecare
Independent Living Group (HILG), which has operations in Ireland. We acquired a 50.1%
shareholding in L&B (No. 182) Limited, the holding company of the five entities that make up
the HILG business, for a consideration of £3.9 million ($5.8 million, at the acquisition date
exchange rate). This was funded through the companys cash on hand. In addition, we also
entered into call option agreements giving us the right to buy the remaining shares between
March 2013 and March 2020. The sellers have also entered into put option agreements giving
them the right to require us to buy the remaining shares between March 2011 and March 2020.
The minimum amount payable by us for 100% of the HILG business will be £7.7 million ($12.2
million at the exchange rate at June 30, 2011). The maximum amount payable by us for 100% of
the HILG business will be £11.2 million ($18.0 million at the exchange rate at June 30, 2011)
and is subject to HILG achieving certain annual earnings before interest, taxes, depreciation
and amortization targets.
HILG is a leading provider of homecare to the elderly, physically disabled and mentally
disabled in Northern Ireland with four operating divisions and an increasing presence in the
Republic of Ireland. This acquisition gives us a market-leading position in Northern Ireland
as well as a strategic footprint in the Republic of Ireland market. Both are new territories
for us for which we believe will provide opportunities for future growth, especially in the
Republic of Ireland. The two sellers of HILG remain in their existing roles as directors of
HILG and have been joined by additional directors appointed by us to this business.
Our services are provided by our integrated network of approximately 120 branches, which have
similar economic characteristics and which are located throughout most of the U.K. The
operations of our acquisition in Ireland are effectively reviewed as one branch as they
provide comparable services and are operated on a similar basis as our U.K. operations. Our
healthcare staff consists principally of homecare aides, nurses and nurses aides. Our
management evaluates operating results on a branch basis. All our branches are aggregated
into one reportable segment for financial reporting purposes.
Page 25
Effective January 1, 2010, the standard rate of U.K. value-added tax (VAT) reverted to 17.5%
(from the previous rate of 15%) and has further increased to 20% effective January 4, 2011,
which has and will continue to increase the amount of any irrecoverable VAT cost. For the
three and nine months ended June 30, 2011 we incurred irrecoverable VAT of $0.6 million and
$1.9 million, respectively, in selling, general and administrative expenses. Based on a
similar level of future purchases, management estimates that the increase in VAT would
increase expense by $0.1 million per quarter.
Effective for our fiscal year beginning October 1, 2010, legislative changes have gone into
effect that have disallowed the U.K. tax deduction on intra-group interest expense. This
legislative change has resulted in an increase to our tax provision amount and an increase of
approximately 8% to our effective tax rate for the fiscal 2011 results.
A further legislative change that went into effect in April 2011 is the U.K. governments
introduction of a 1% increase to the national insurance employer contribution amounts and
increase in threshold contribution levels. This has had a minimal impact on our profit
margins as we believe the increase in national insurance has been somewhat offset by the
increase in the threshold contribution levels.
In March 2011, the U.K. Finance Bill 2011-12 was published. As published the U.K. Finance
Bill 2011, announced that the rate of corporation tax will be reducing to 26% from April 2011
and will be reducing to 23% by April 2014. The bill was substantively enacted into law on
March 29, 2011. The impact of this change on our consolidated financial statements and results
of operations will depend on the level of future taxable income.
The Pensions Act 2008 is to be introduced in phases, over a five year period beginning in
2012, and will require employers to automatically enroll all eligible jobholders, who are not
already in a qualifying workplace or personal pension plan, into either a qualifying workplace
or personal pension plan or a new type of savings arrangement, known as the personal accounts
plan. Automatic enrollment means that if jobholders do not wish to be a member of the plan
offered to them they must actively opt out of that arrangement. Initially employers will be
required to contribute a minimum of 1% of the jobholders qualifying earnings. Upon the final
phase in of the legislation, employers will be required to contribute a minimum of 3% of the
jobholders qualifying earnings, which will be supplemented by contributions from the jobholder
so that, in total, the pension contribution for each jobholder should equal a minimum of 8% of
the jobholders qualifying earnings. There will be limits set on the amount that employers
and jobholders can contribute in any one year. The personal accounts plan will be a new
trust-based occupational plan, which is independent of the U.K. government and run by a
trustee corporation. The extent to which we can recover this additional cost from our
customers is uncertain and could impact our profit margins.
In order to reduce the U.K. governments fiscal deficit HM Treasury announced in October 2010,
following its Comprehensive Spending Review, its plans to achieve a significant reduction in
public spending. While the U.K. government has stated that it will increase spending in the
NHS over the next four years to support healthcare, we note the increase will be partially
offset as the NHS has increased obligations and cost of treatments going forward due to the
growing population and demand for better healthcare. However, the Comprehensive Spending
Review will also allocate £2 billion (approximately $3.2 billion at the exchange rate at June
30, 2011) a year of additional funding by 2014-2015 to support social care. The Comprehensive
Spending Review also announced significant cuts in funding to local authorities, who are the
main providers of social care, and other public bodies, which are a key source of revenue to
us. Local authorities are in the process of evaluating how to apply such budget restrictions
across their different areas of spending. While these changes have
currently negatively impacted our business and we expect this to continue for the foreseeable
future, we believe that new opportunities will arise from the Comprehensive Spending Review
(for example, potential reallocation of money from residential to homecare). The high quality
of our services and our strong market reputation will, we also believe, continue to drive
demand for our homecare services.
Page 26
The U.K. government is also seeking to introduce a greater level of personalization.
Personalization is a social care approach which aims for social care services users to have
control over how money allocated to their care is spent to achieve their own individual needs
for independence, well-being and dignity.
Another of the U.K. governments visions is for primary and community care to provide high
quality, personal care and support, treating people when they are sick and helping them stay
healthy, where and when they need it most. The U.K. government wishes to ensure that there is
access to a dedicated team of family doctors, community nurses, health visitors, allied health
professionals, social care professionals, pharmacists, dentists and opticians, to enable most
patients to enjoy good quality care, close to home. The U.K. government recognizes that the
NHS needs to achieve an unprecedented transfer of care and treatment from hospital to
community settings and that community services have a pivotal role to play in this.
Accordingly, the U.K. government has stated that it wants to build on the services which are
currently provided in the community to create one integrated sustainable structure.
The U.K. government is also radically reforming the NHS organizations that currently
commission care, with the proposed abolition of Strategic Health Authorities (the SHAs) and
NHS Primary Care Trusts with whom we currently deal and replacing them with NHS Commissioning
Boards and General Practitioner Commissioning Consortia (GP Consortia). The GP Consortia
will be given freedom and responsibility for commissioning healthcare for their local
communities. Services will be more responsive to patients and designed around their needs,
and local authorities will play a new role of supporting integration across health and social
care. In the meantime, SHAs and NHS Primary Care Trusts will be phased out, and management
costs will be reduced to commit more resources to support frontline services.
As part of all these reforms, in January 2011, the Health and Social Care Bill 2011 (the
HSCB) was introduced into Parliament. The HSCB is a crucial part of the U.K. governments
vision to modernize the NHS so that it is built around patients, led by health professionals
and focused on delivering world-class healthcare outcomes. The HSCB proposes the following
key areas:
|
|
|
establishes an independent NHS Board to allocate resources and provide
commissioning guidance; |
|
|
|
|
increases general practitioners powers to commission services on behalf of their
patients; |
|
|
|
|
strengthens the roll of the Care Quality Commission; |
|
|
|
|
develops Monitor, the body that currently regulates NHS foundation trusts, into an
economic regulator to oversee aspects of access and competition in the NHS; and |
|
|
|
|
cuts the number of health bodies to help meet the U.K. governments commitment to
cut NHS administration costs by a third, including abolishing Primary Care Trusts and
SHA. |
Page 27
In the months following the introduction of the HSCB, criticism of it mounted to such an
extent that the U.K. government was forced to call a temporary halt to the progression of its
legislation and to allow an independent review to be performed. As such, the U.K. government
set up the NHS Future Forum, an independent group of 45 members, to review the HSCB. In June
2011, the NHS
Future Forum reported its findings and recommendations to the U.K. government. Based on such
findings, the U.K. government announced key changes to its plan for reforming the NHS.
Certain of these changes include the following:
|
|
|
Reaffirming that ministers are accountable overall. |
|
|
|
|
Wider involvement to include other health professionals, such as nurses and
hospital doctors, in clinical commissioning with GP Consortia being called clinical
commissioning groups. |
|
|
|
|
Stronger accountability. |
|
|
|
|
Safeguards on competition in order to promote choice and integration. |
|
|
|
|
Support for integrated care. |
|
|
|
|
A more phased transition. |
While we believe there is large support for more care at home, away from more expensive
residential care, these changes and the method of procurement and the extent of some of the
current initiatives like personalization and independent budgets and their effects on our
business will only become clearer over the next few years. In addition, we believe that there
is potential for further outsourcing of homecare by local governments and NHS Primary Care
Trusts, as both governmental and NHS bodies are under pressure to achieve significant cost
savings and efficiencies. Consequently, the benefits arising from the potential for
outsourcing may be reduced by tighter local governmental and NHS Primary Care Trust budgets or
by policy changes or legislation. As all these proposed changes are continually evolving and
could change at any time depending on their political support, we continue to monitor
developments closely.
Finally, in 2010, the U.K. government set up the Commission on Funding of Care and Support,
commonly referred to as the Dilnot Review (the Dilnot Review), an independent body
responsible for the review of the funding system for care and support in England. The Dilnot
Reviews job was to look at how adult social care is paid for now and recommend a fair and
sustainable future funding system for adult social care in England. In July 2011, the Dilnot
Review presented its findings to the U.K. government, which is now considering the
recommendations. A summary of the main recommendations are as follow:
|
|
|
Capping the lifetime individual contribution between £25,000 and £50,000, with
£35,000 an appropriate and fair figure. |
|
|
|
|
The means-tested support threshold should increase from £23,250 to £100,000. |
|
|
|
|
Individuals who enter adulthood with a care and support need should be eligible for
free state support immediately rather than being subjected to a means test. |
|
|
|
|
Eligibility criteria for services should be standardized on a national basis and
there should be portability of assessments among local authorities. |
Critical Accounting Policies
The preparation of our financial statements in accordance with accounting principles generally
accepted in the United States of America requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures
in a given reporting period. We believe the following accounting policies are critical areas
affecting our financial condition and results of operations where estimates are required.
Accounts Receivable
We estimate the collectability of our accounts receivable, which requires a considerable amount
of judgment in assessing the ultimate realization of these receivables, including the current
credit-worthiness of each customer. Significant changes in required reserves may occur in the
future as we continue to expand our business and as conditions in the marketplace change.
Page 28
Our company maintains credit controls to ensure cash collection on a timely basis. The credit
terms agreed with our customers range from 7 days to a maximum of 30 days from invoice date.
We maintain a credit department which consists of approximately 20 personnel who are targeted
to collect outstanding receivables. We have established the following guidelines for the
credit department to use as well as for us to assess the credit departments performance:
|
|
|
to maintain accounts receivable levels (including unbilled accounts receivable) to
below 45 days; |
|
|
|
|
to limit our overdues (greater than 90 days) within agreed targets; and |
|
|
|
|
to limit bad debt write off in the year within agreed targets. |
We also apply a policy of withdrawing supply from customers who are significantly overdue.
Many private customers are contracted on a direct debit basis where we can collect payment
direct from customers bank accounts.
We have devised a provisioning methodology based on the customer profile and historical credit
risk across our U.K. business. Accounts receivable are written off when the credit control
department determines the amount is no longer collectible. In addition, we do not have a
threshold for account balance write-offs as our policy focuses on all balances, whatever the
size.
Goodwill and Other Intangible Assets
We have significant amounts of goodwill and other intangible assets. The determination of
whether or not goodwill has become impaired involves a significant amount of judgment. Changes
in strategy and/or market conditions could significantly impact these judgments and require
adjustments to recorded amounts of goodwill. We have recorded goodwill and separately
identifiable intangible assets resulting from our acquisitions through June 30, 2011. Goodwill
is tested for impairment annually in the fourth quarter of each fiscal year. A more frequent
evaluation will be performed if indicators of impairment are present. In each quarter of
fiscal 2011, we determined that there were no such indicators. We completed the annual
impairment test of goodwill during the fourth quarter of fiscal 2010 and determined that there
was no impairment to our goodwill balance. The calculation of fair value used for an
impairment test includes a number of estimates and assumptions, including future income and
cash flow projections, the identification of appropriate market multiples and the choice of an
appropriate discount rate. If we are required to record an impairment charge in the future, it
could have an adverse impact on our consolidated
financial position or results of operations.
Income Taxes
We account for income taxes using the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities reflect tax carryforwards and the net
effects of temporary differences between the carrying amounts of assets and liabilities for
financial reporting and income tax purposes, as determined under currently enacted tax rates.
Deferred tax assets are recorded if future realization is more likely than not. Deferred taxes
are recorded primarily for foreign, federal and state net operating loss carryforwards,
depreciation and amortization of intangibles, which are reported in different periods for
income tax purposes than for financial reporting purposes. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amounts expected to be
realized. The determination of whether or not valuation allowances are required to be
recorded involves significant estimates regarding the future profitability of our company, as
well as potential tax strategies for the utilization of net operating loss carryforwards. As
of June 30, 2011, we had recorded a full valuation allowance against the deferred tax asset
created by the U.S. federal net operating loss carryforward as we do not believe it is more
likely than not that such losses would be utilized prior to their expiration. Subsequent
recognition of these deferred tax assets would result in an income tax benefit in the year of
such recognition.
Page 29
Our public offering in July 2004 of shares of our common stock caused an ownership change
under Section 382 of the Internal Revenue Code of 1986, as amended (the Code). Accordingly,
Section 382 imposes an annual limit on our ability to utilize our net operating loss
carryforward. Our company has discovered that, upon the ownership change triggered by the
2004 public offering, an election required under Section 382 of the Code to include the value
of our foreign subsidiaries for purposes of determining the annual net operating loss
utilization limitation had not been filed. Absent this election, the annual net operating
utilization limitation would be negligible. We have requested a private letter ruling from
the Internal Revenue Service seeking relief which would allow for a retroactive election.
Although we believe it is more likely than not that such relief will be obtained, there is no
assurance that we will be able to obtain such relief. An inability to use a significant
portion of our federal net operating loss carryforward could have a material adverse effect on
our financial condition or results of operations.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not
that the tax position will be sustained on examination by the taxing authorities, based on the
technical merits of the position. The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a greater than
fifty percent likelihood of being realized upon ultimate settlement. As of June 30, 2011, our
company has not recorded any unrecognized tax benefits, which remains unchanged from September
30, 2010.
Contingencies
We are involved in various legal proceedings and claims incidental to our normal business
activities. We are required to assess the likelihood of any adverse judgments or outcomes to
these matters as well as potential ranges of probable losses. A determination of the amount of
reserves required, if any, for these contingencies are made after careful analysis of each
individual issue. The required reserves may change in the future due to new developments in
each matter or changes in approach such as a change in settlement strategy in dealing with
these matters.
Revenue Recognition
Patient services are recognized when services are performed and substantiated by proper
documentation. For patient services, which are billed at fixed rates, revenue is mainly
recognized either upon completion of timesheets that also require the signature of the
recipient of services or through electronic call monitoring.
We receive a majority of our revenue from local governmental social service or social care
departments and the NHS.
Business Combinations
Amounts paid for acquisitions are allocated to the tangible assets acquired, liabilities
assumed and noncontrolling interests based on their estimated fair value at the date of
acquisition. We then allocate the purchase price in excess of net tangible assets acquired to
identifiable intangible assets. Any excess purchase price over the fair value of the net
tangible and intangible assets acquired is allocated to goodwill. We typically obtain a
third-party valuation in order to complete our purchase price allocations. Accordingly, final
asset and liability fair values as well as useful lives may differ from managements original
estimates and could have a material adverse impact on our consolidated financial position or
results of operations.
Page 30
Results of Operations
Overview
We are one of the leading suppliers of homecare services in the U.K. Recent trends in
homecare services that have contributed to the growth of this business over the past few years
include the increasing shift from care in residential homes to care in the home, which in most
cases is a lower cost option, an increase in the aging population and additional opportunities
as a result of the increase in demand for higher sophisticated homecare service lines, such as
continuing care and care for individuals with learning disabilities. Over the last year we
have seen a switch away from the traditional larger block/spot contract tenders to smaller
framework preferred supplier contracts, often in specialist services.
In order to reduce the U.K. governments fiscal deficit HM Treasury announced in October 2010,
following its Comprehensive Spending Review, its plans to achieve a significant reduction in
public spending. While the U.K. government has stated that it will increase spending in the
NHS over the next four years to support healthcare, we note the increase will be partially
offset as the NHS has increased obligations and cost of treatments going forward due to the
growing population and demand for better healthcare. However, the Comprehensive Spending
Review will also allocate £2 billion (approximately $3.2 billion at the exchange rate at June
30, 2011) a year of additional funding by 2014-2015 to support social care. The Comprehensive
Spending Review also announced significant cuts in funding to local authorities and other
public bodies, which are a key source of revenue to us. Local authorities are in the process
of evaluating how to apply such budget restrictions across their different areas of spending
over the next few years. As a result of the current and expected future social care spending
cuts we have already not seen typical increases in either service prices or the number of
service hours in the three and nine months ended June 30, 2011 as compared to the three and
nine months ended June 30, 2010.
While these changes have currently negatively impacted our business and we expect this to
continue for the foreseeable future, we believe that new opportunities will arise from the
Comprehensive Spending Review (for example, potential reallocation of money from residential
to homecare). The high quality of our services and our strong market reputation will continue
to drive demand for our homecare services.
Nursing homes results have been impacted by the general economic market. We have
experienced a lesser demand for our services from nursing homes, which we believe is a result
of the economic recession, as nursing homes are trying to reduce their costs as well as their
own permanent staff working additional hours. In addition, nursing homes have been impacted
by the general move of care from establishments to homecare as well as the fact that smaller
suppliers, who previously serviced local government authority work and social services, are
focusing more on agency business. Further, as a result of the budget restrictions arising
from the Comprehensive Spending Review, local authorities will spend less money on nursing
homes.
The NHS requires any healthcare staffing company that provides temporary staff to NHS
Hospitals in a region to enter into a Framework Agreement setting forth, among other things,
applicable quality standards and maximum payment rates. The U.K. government has stated that
it will increase spending in the NHS over the next four years to support healthcare. However,
we note the increase will be partially offset as the NHS has increased obligations and cost of
treatments going forward due to the growing population and demand for better healthcare. As
such, in the three and nine months ended June 30, 2011, we have noticed a tightening in NHS
spending on hospitals and temporary staff.
Page 31
Three Months Ended June 30, 2011 vs. Three Months Ended June 30, 2010
To provide an increased understanding of our companys business we are providing a breakdown
of our revenues, gross profits, selling, general and administrative (SG&A) costs and
operating income at constant exchange rates using the comparable prior period weighted average
exchange rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
2011 |
|
|
2010 |
|
|
Change |
|
|
2011 |
|
|
% |
|
|
2010 |
|
|
% |
|
|
Change |
|
(Amounts in thousands) |
|
Revenue |
|
|
Gross Profit |
|
|
|
Homecare |
|
$ |
62,188 |
|
|
$ |
57,346 |
|
|
|
8.4 |
% |
|
$ |
19,133 |
|
|
|
30.8 |
% |
|
$ |
17,423 |
|
|
|
30.4 |
% |
|
|
9.8 |
% |
Nursing Homes |
|
|
2,552 |
|
|
|
4,051 |
|
|
|
-37.0 |
% |
|
|
819 |
|
|
|
32.1 |
% |
|
|
1,309 |
|
|
|
32.3 |
% |
|
|
-37.4 |
% |
Hospitals |
|
|
3,797 |
|
|
|
4,351 |
|
|
|
-12.7 |
% |
|
|
1,004 |
|
|
|
26.4 |
% |
|
|
1,036 |
|
|
|
23.8 |
% |
|
|
-3.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total, at constant exchange rates |
|
|
68,537 |
|
|
|
65,748 |
|
|
|
4.2 |
% |
|
|
20,956 |
|
|
|
30.6 |
% |
|
|
19,768 |
|
|
|
30.1 |
% |
|
|
6.1 |
% |
Effect of foreign exchange |
|
|
6,175 |
|
|
|
|
|
|
|
9.4 |
% |
|
|
1,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total, as reported |
|
$ |
74,712 |
|
|
$ |
65,748 |
|
|
|
13.6 |
% |
|
$ |
22,863 |
|
|
|
|
|
|
$ |
19,768 |
|
|
|
|
|
|
|
15.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A |
|
SG&A, at constant exchange rates & excluding US Corporate Overhead Costs & Amortization |
|
$ |
17,005 |
|
|
$ |
15,849 |
|
|
|
7.3 |
% |
SG&A US Corporate Overhead Costs |
|
|
701 |
|
|
|
1,000 |
|
|
|
-29.9 |
% |
SG&A Amortization, at constant exchange rates |
|
|
164 |
|
|
|
327 |
|
|
|
-49.8 |
% |
|
|
|
|
|
|
|
|
|
|
SG&A, at constant exchange rates |
|
|
17,870 |
|
|
|
17,176 |
|
|
|
4.0 |
% |
Effect of foreign exchange |
|
|
1,562 |
|
|
|
|
|
|
|
9.1 |
% |
|
|
|
|
|
|
|
|
|
|
Total SG&A, as reported |
|
$ |
19,432 |
|
|
$ |
17,176 |
|
|
|
13.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
Operating income, at constant exchange rates & excluding US Corporate Overhead Costs & Amortization |
|
$ |
3,951 |
|
|
$ |
3,919 |
|
|
|
0.8 |
% |
Operating income US Corporate Overhead Costs |
|
|
(701 |
) |
|
|
(1,000 |
) |
|
|
29.9 |
% |
Operating income amortization, at constant exchange rates |
|
|
(164 |
) |
|
|
(327 |
) |
|
|
49.8 |
% |
|
|
|
|
|
|
|
|
|
|
Operating income, at constant exchange rates |
|
|
3,086 |
|
|
|
2,592 |
|
|
|
19.1 |
% |
Effect of foreign exchange |
|
|
345 |
|
|
|
|
|
|
|
13.3 |
% |
|
|
|
|
|
|
|
|
|
|
Operating income, as reported |
|
$ |
3,431 |
|
|
$ |
2,592 |
|
|
|
32.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Attributable to Allied |
|
|
|
|
|
|
|
Basic and |
|
|
|
|
|
|
Basic and |
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
EPS |
|
|
|
|
|
|
EPS |
|
Net income attributable to Allied |
|
$ |
2,195 |
|
|
$ |
0.05 |
|
|
$ |
1,660 |
|
|
$ |
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition to disclosing results of operations that are determined in accordance with
generally accepted accounting principles (GAAP), the chart above shows non-GAAP financial
measures that exclude the impact of foreign exchange, U.S. corporate overhead costs and
amortization costs on our current period results. Management believes that the presentation
of these non-GAAP measures provides useful information to investors regarding our companys
results of operations, as these non-GAAP measures allow investors to better evaluate ongoing
business performance. Investors should consider non-GAAP measures in addition to, and not as
a substitute for, financial measures prepared in accordance with GAAP. The chart also
provides a reconciliation of the non-GAAP measures with the most directly comparable GAAP
measures.
Revenues
Total revenues for the three months ended June 30, 2011, before the favorable impact of foreign
exchange rates, increased by $2.8 million, or 4.2%, to $68.5 million, compared with $65.7
million for the three months ended June 30, 2010. Contributing to the increase in revenues was
homecare revenues which grew by 8.4% to $62.2 million. Acquisitions contributed 9.5%, or $5.4
million, to the homecare revenues growth. Nursing homes revenues declined by 37.0% to $2.5
million. Hospitals revenues decreased by 12.7% to $3.8 million. After the favorable impact of
currency exchange of $6.2 million, revenues increased to $74.7 million.
Page 32
Gross Profit
Gross profit, before the favorable impact of foreign exchange, increased 6.1% to $20.9 million
for the three months ended June 30, 2011 from $19.8 million for the three months ended June 30,
2010. Homecare gross profit grew 9.8% to $19.1 million. Acquisitions contributed $1.7
million, or 9.8%, to the growth in homecare gross profit. Nursing homes gross profit declined
37.4% to $0.8 million and hospitals gross profit declined 3.1% to $1.0 million. Changes in
foreign exchange increased gross profit by $1.9 million. As a result of the foregoing, gross
profit increased to $22.8 million for the three months ended June 30, 2011 compared to $19.8
million for the three months ended June 30, 2010, an increase of 15.7%. As a percentage of
total revenue, gross profit for the three months ended June 30, 2011 was 30.6%, as compared to
30.1% for the comparable prior period. The improvement from 30.1% to 30.6% is due to the sales
mix change within our hospital staffing business and also a reduction in some of our lower
homecare margin service lines arising from the Comprehensive Spending Review. We continue to
focus on efforts to maintain our normal 30% range of expectation gross margin percentage
despite on-going pricing pressures.
Selling, General and Administrative Expenses
Total SG&A expenses for the three months ended June 30, 2011, before the unfavorable impact of
foreign exchange, increased by $0.7 million, or 4.0% to $17.9 million (26.1% of revenues)
compared to $17.2 million (26.1% of revenues) for the three months ended June 30, 2010.
SG&A, excluding US corporate overhead costs and amortization costs, increased by 7.3%
of which acquisitions contributed 7.1%, or $1.1 million. The remaining increase is mainly a
result of us incurring additional costs, in the current fiscal year, in certain areas of our
business mainly related to the opening of new branches, investment in specialized service lines
which include continuing care and learning disabilities, and costs associated with process
improvements including the roll out of our new IT system, all to ensure that we support future
growth in revenues. For the three months ended June 30, 2011 our training costs were reduced
by training support grants in respect of training provided to carers of $0.4 million, which was
partially offset by grant-related monitoring and
compliance costs incurred of $0.2 million. For the three months ended June 30, 2010, we had a
reduction in training costs from receipts of training support grants of $0.5 million, which was
partially offset by grant-related monitoring and compliance costs incurred of $0.2 million.
However, lower U.K. government spending arising from the Comprehensive Spending Review may
result in lower training support grants being awarded, which may increase our training costs.
At the same time, we seek to maintain tight controls over other areas of SG&A costs. Changes
in foreign exchange increased the reported SG&A result by $1.5 million to $19.4 million
compared to $17.2 million for the three months ended June 30, 2010.
Interest Income
Total interest income for the three months ended June 30, 2011 and 2010 was $0.1 million for
each of the periods.
Foreign exchange loss
Total foreign exchange loss for the three months ended June 30, 2011 was $24 thousand compared
to $46 thousand for the three months ended June 30, 2010. Foreign exchange is impacted by
gains or losses resulting from foreign currency exchange fluctuations on our intercompany
obligations for which settlement is intended.
Page 33
Provision for Income Taxes
We recorded a provision for income taxes amounting to $1.1 million or 30.4% of income before
income taxes for the three months ended June 30, 2011, compared to a provision of $0.9 million
or 34.5% of income before income taxes for the three months ended June 30, 2010. The
difference in the effective tax rate between the three months ended June 30, 2011 and the
three months ended June 30, 2010 is mainly due to the U.K. tax deduction on intra-group
interest expense no longer being an allowable deduction effective October 1, 2010, the
utilization of loss carry forwards in the U.S. for which no benefit had been previously
recorded and permanent differences, mainly related to acquisition costs that are not
deductible for income tax purposes.
Net Income
As a result of the foregoing, we recorded net income of $2.4 million for the three months
ended June 30, 2011 compared to net income of $1.7 million for the three months ended June 30,
2010.
Net Income Attributable to Noncontrolling Interest
Net income attributable to noncontrolling interest was $0.2 million for the three months ended
June 30, 2011 compared to $0.1 million for the three months ended June 30, 2010.
Net Income Attributable to Allied Healthcare International Inc.
As a result of the foregoing, we recorded net income attributable to Allied Healthcare
International Inc. of $2.2 million for the three months ended June 30, 2011 compared to net
income attributable to Allied Healthcare International Inc. of $1.6 million for the three
months ended June 30, 2010.
Page 34
Nine Months Ended June 30, 2011 vs. Nine Months Ended June 30, 2010
To provide an increased understanding of our companys business we are providing a breakdown
of our revenues, gross profits, SG&A costs and operating income at constant exchange rates
using the comparable prior period weighted average exchange rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
2011 |
|
|
2010 |
|
|
Change |
|
|
2011 |
|
|
% |
|
|
2010 |
|
|
% |
|
|
Change |
|
(Amounts in thousands) |
|
Revenue |
|
|
Gross Profit |
|
|
|
Homecare |
|
$ |
185,656 |
|
|
$ |
171,986 |
|
|
|
7.9 |
% |
|
$ |
57,885 |
|
|
|
31.2 |
% |
|
$ |
52,765 |
|
|
|
30.7 |
% |
|
|
9.7 |
% |
Nursing Homes |
|
|
9,689 |
|
|
|
13,836 |
|
|
|
-30.0 |
% |
|
|
3,092 |
|
|
|
31.9 |
% |
|
|
4,447 |
|
|
|
32.1 |
% |
|
|
-30.5 |
% |
Hospitals |
|
|
12,147 |
|
|
|
14,840 |
|
|
|
-18.1 |
% |
|
|
3,061 |
|
|
|
25.2 |
% |
|
|
3,381 |
|
|
|
22.8 |
% |
|
|
-9.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total, at constant exchange rates |
|
|
207,492 |
|
|
|
200,662 |
|
|
|
3.4 |
% |
|
|
64,038 |
|
|
|
30.9 |
% |
|
|
60,593 |
|
|
|
30.2 |
% |
|
|
5.7 |
% |
Effect of foreign exchange |
|
|
5,643 |
|
|
|
|
|
|
|
2.8 |
% |
|
|
1,743 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total, as reported |
|
$ |
213,135 |
|
|
$ |
200,662 |
|
|
|
6.2 |
% |
|
$ |
65,781 |
|
|
|
|
|
|
$ |
60,593 |
|
|
|
|
|
|
|
8.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A |
|
SG&A, at constant exchange rates & excluding US Corporate Overhead Costs & Amortization |
|
$ |
51,708 |
|
|
$ |
47,227 |
|
|
|
9.5 |
% |
SG&A US Corporate Overhead Costs |
|
|
2,475 |
|
|
|
2,423 |
|
|
|
2.1 |
% |
SG&A Amortization, at constant exchange rates |
|
|
757 |
|
|
|
952 |
|
|
|
-20.5 |
% |
|
|
|
|
|
|
|
|
|
|
SG&A, at constant exchange rates |
|
|
54,940 |
|
|
|
50,602 |
|
|
|
8.6 |
% |
Effect of foreign exchange |
|
|
1,428 |
|
|
|
|
|
|
|
2.8 |
% |
|
|
|
|
|
|
|
|
|
|
Total SG&A, as reported |
|
$ |
56,368 |
|
|
$ |
50,602 |
|
|
|
11.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
Operating income, at constant exchange rates & excluding US Corporate Overhead Costs &
Amortization |
|
$ |
12,330 |
|
|
$ |
13,366 |
|
|
|
-7.8 |
% |
Operating income US Corporate Overhead Costs |
|
|
(2,475 |
) |
|
|
(2,423 |
) |
|
|
-2.1 |
% |
Operating income amortization, at constant exchange rates |
|
|
(757 |
) |
|
|
(952 |
) |
|
|
20.5 |
% |
|
|
|
|
|
|
|
|
|
|
Operating income, at constant exchange rates |
|
|
9,098 |
|
|
|
9,991 |
|
|
|
-8.9 |
% |
Effect of foreign exchange |
|
|
315 |
|
|
|
|
|
|
|
3.1 |
% |
|
|
|
|
|
|
|
|
|
|
Operating income, as reported |
|
$ |
9,413 |
|
|
$ |
9,991 |
|
|
|
-5.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Attributable to Allied |
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
and |
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
EPS |
|
|
|
|
|
|
EPS |
|
Net income attributable to Allied |
|
$ |
5,962 |
|
|
$ |
0.14 |
|
|
$ |
7,156 |
|
|
$ |
0.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition to disclosing results of operations that are determined in accordance with
GAAP, the chart above shows non-GAAP financial measures that exclude the impact of foreign
exchange, U.S. corporate overhead costs and amortization costs on our current period results.
Management believes that the presentation of these non-GAAP measures provides useful
information to investors regarding our companys results of operations, as these non-GAAP
measures allow investors to better evaluate ongoing business performance. Investors should
consider non-GAAP measures in addition to, and not as a substitute for, financial measures
prepared in accordance with GAAP. The chart also provides a reconciliation of the non-GAAP
measures with the most directly comparable GAAP measures.
Page 35
Revenues
Total revenues for the nine months ended June 30, 2011, before the favorable impact of foreign
exchange rates, increased by $6.8 million, or 3.4%, to $207.5 million, compared with $200.7
million for the nine months ended June 30, 2010. Contributing to the increase in revenues was
homecare revenues which grew by 7.9% to $185.7 million. Acquisitions contributed 9.1%, or
$15.7 million, to the homecare revenues growth. Nursing homes revenues declined by 30.0% to
$9.7 million. Hospitals revenues decreased by 18.1% to $12.1 million. After the favorable
impact of currency exchange of $5.6 million, revenues increased to $213.1 million.
Gross Profit
Gross profit, before the favorable impact of foreign exchange, increased 5.7% to $64.1 million
for the nine months ended June 30, 2011 from $60.6 million for the nine months ended June 30,
2010. Homecare gross profit grew 9.7% to $57.9 million. Acquisitions contributed $4.9
million, or 9.3%, to the growth in homecare gross profit. Nursing homes gross profit declined
30.5% to $3.1 million and hospitals gross profit declined 9.5% to $3.1 million. Changes in
foreign exchange increased gross profit for the nine months ended June 30, 2011 by $1.7
million. As a result of the foregoing, gross profit increased to $65.8 million for the nine
months ended June 30, 2011 compared to $60.6 million for the nine months ended June 30, 2010,
an increase of 8.6%. As a percentage of total revenue, gross profit for the nine months ended
June 30, 2011 was 30.9%, as compared to 30.2% for the comparable prior period. The improvement
from 30.2% to 30.9% is due to the sales mix change within our hospital staffing business and
also a reduction in some of our lower homecare margin service lines arising from the
Comprehensive Spending Review. We continue to focus on efforts to maintain our normal 30%
range of expectation gross margin percentage despite on-going pricing pressures.
Selling, General and Administrative Expenses
Total SG&A expenses for the nine months ended June 30, 2011, before the unfavorable impact of
foreign exchange, increased by $4.3 million, or 8.6% to $54.9 million (26.5% of revenues)
compared to $50.6 million (25.2% of revenues) for the nine months ended June 30, 2010.
SG&A, excluding US corporate overhead costs and amortization costs, increased by 9.5%
of which acquisitions contributed 7.1%, or $3.3 million. The remaining increase is mainly a
result of us incurring additional costs, in the current fiscal year, in certain areas of our
business mainly related to the opening of new branches, investment in specialized service lines
which include continuing care and learning disabilities, and costs associated with process
improvements including the roll out of our new IT system, all to ensure that we support future
growth in revenues. For the nine months ended June 30, 2011 our training costs were reduced by
training support grants in respect of training provided to carers of $1.3 million, which was
partially offset by grant-related monitoring and compliance costs incurred of $0.6 million.
For the nine months ended June 30, 2010, we had a reduction in training costs from receipts of
training support grants of $1.2 million, which was partially offset by grant-related monitoring
and compliance costs incurred of $0.6 million. However, lower U.K. government spending arising
from the Comprehensive Spending Review may result in lower training support grants being
awarded, which may increase our training costs. At the same time, we maintain tight controls
over other areas of SG&A costs. Changes in foreign exchange increased the reported SG&A result
by $1.4 million to $56.3 million compared to $50.6 million for the nine months ended June 30,
2010.
Page 36
Interest Income
Total interest income for the nine months ended June 30, 2011 was $0.3 million compared to
$0.3 million for the nine months ended June 30, 2010.
Foreign exchange loss
Total foreign exchange loss for the nine months ended June 30, 2011 was $42 thousand compared
to $0.3 million for the nine months ended June 30, 2010. Foreign exchange is impacted by
gains or losses resulting from foreign currency exchange fluctuations on our intercompany
obligations for which settlement is intended.
Provision for Income Taxes
We recorded a provision for income taxes amounting to $3.1 million or 32.6% of income before
income taxes for the nine months ended June 30, 2011, compared to a provision of $2.8 million
or 27.8% of income before income taxes for the nine months ended June 30, 2010. The
difference in the effective tax rate between the nine months ended June 30, 2011 and the nine
months ended June 30, 2010 is mainly due to the U.K. tax deduction on intra-group interest
expense no longer being an allowable deduction effective October 1, 2010, the utilization of
loss carry forwards in the U.S. for which no benefit had been previously recorded and
permanent differences, mainly related to acquisition costs that are not deductible for income
tax purposes.
Net Income
As a result of the foregoing, we recorded net income of $6.4 million for the nine months ended
June 30, 2011 compared to net income of $7.2 million for the nine months ended June 30, 2010.
Net Income Attributable to Noncontrolling Interest
Net income attributable to noncontrolling interest was $0.5 million for the nine months ended
June 30, 2011 compared to $0.1 million for the three months ended June 30, 2010.
Net Income Attributable to Allied Healthcare International Inc.
As a result of the foregoing, we recorded net income attributable to Allied Healthcare
International Inc. of $5.9 million for the nine months ended June 30, 2011 compared to net
income attributable to Allied Healthcare International Inc. of $7.1 million for the nine
months ended June 30, 2010.
Liquidity and Capital Resources
General
For the nine months ended June 30, 2011, we generated $8.9 million of cash from operating
activities. Cash requirements for the nine months ended June 30, 2011 for accounts payable and
other liabilities ($1.9 million), capital expenditures ($3.2 million), payments for
acquisitions ($2.7 million) and repayments of debt and capital lease obligations ($2.7 million)
were met through cash on hand. Our cash flow is susceptible to the timing of our payroll
payments.
Page 37
At June 30, 2011 our cash balance was $40.1 million, an increase of $1.1 million from $39.0
million at September 30, 2010.
We believe existing capital resources and those to be generated from operating activities will
be adequate to conduct our operations for the next twelve months.
Accounts Receivable
We maintain a cash management program that focuses on the reimbursement function, as growth in
accounts receivable has been the main operating use of cash historically. At June 30, 2011 and
September 30, 2010, $22.4 million (11.2%) and $20.1 million (10.6%), respectively, of our total
assets consisted of accounts receivable.
Our goal is to maintain accounts receivable levels equal to or less than 45 days (including
unbilled accounts receivable), which would tend to mitigate the risk of negative cash flows
from operations by reducing the required investment in accounts receivable and thereby
increasing cash flows from operations. We maintain credit controls to ensure cash collection
on a timely basis. Days sales outstanding (DSOs), excluding unbilled accounts receivable,
is a measure of the average number of days taken by our company to collect its accounts
receivable, calculated from the date services are invoiced. The timing of our invoicing and
cash collections as well as the pattern of our weekly invoicing cycles causes fluctuations in
our monthly DSOs. At June 30, 2011 and September 30, 2010, our average DSOs, excluding
unbilled accounts receivable, were 27 and 26, respectively. At June 30, 2011 and September
30, 2010, our average DSOs, including unbilled accounts receivable were 42 and 43,
respectively.
At June 30, 2011 gross receivables, excluding unapplied cash and surcharges, were $24.9
million, of which $21.1 million or 84.8% were represented by amounts due from governmental
bodies, either the local governmental social service departments or health and social care
departments (SHSD) or the NHS. At September 30, 2010 gross receivables, excluding unapplied
cash and surcharges, were $22.2 million, of which $17.6 million or 79.5% were represented by
amounts due from governmental bodies. The remaining accounts receivable balance is due from
commercial payors (nursing homes and private hospitals) and private payors.
The following table summarizes the accounts receivable aging by payor mix at June 30, 2011 and
September 30, 2010 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0-30 |
|
|
31-60 |
|
|
61-90 |
|
|
91-120 |
|
|
121 Days |
|
|
AR At |
|
At June 30, 2011 |
|
Days |
|
|
Days |
|
|
Days |
|
|
Days |
|
|
And Over |
|
|
6/30/2011 |
|
SHSD |
|
$ |
11,854 |
|
|
$ |
1,733 |
|
|
$ |
751 |
|
|
$ |
386 |
|
|
$ |
678 |
|
|
$ |
15,402 |
|
NHS |
|
|
4,624 |
|
|
|
593 |
|
|
|
238 |
|
|
|
183 |
|
|
|
62 |
|
|
|
5,700 |
|
Commercial Payors |
|
|
948 |
|
|
|
132 |
|
|
|
55 |
|
|
|
32 |
|
|
|
31 |
|
|
|
1,198 |
|
Private Payors |
|
|
2,125 |
|
|
|
178 |
|
|
|
94 |
|
|
|
66 |
|
|
|
110 |
|
|
|
2,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross AR at 6/30/11 |
|
$ |
19,551 |
|
|
$ |
2,636 |
|
|
$ |
1,138 |
|
|
$ |
667 |
|
|
$ |
881 |
|
|
$ |
24,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Unapplied Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,457 |
) |
Less: Surcharges(A) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(159 |
) |
Less: Allowance For Doubtful
Accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(870 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
22,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0-30 |
|
|
31-60 |
|
|
61-90 |
|
|
91-120 |
|
|
121 Days |
|
|
AR At |
|
At September 30, 2010 |
|
Days |
|
|
Days |
|
|
Days |
|
|
Days |
|
|
And Over |
|
|
9/30/2010 |
|
SHSD |
|
$ |
9,540 |
|
|
$ |
1,425 |
|
|
$ |
318 |
|
|
$ |
162 |
|
|
$ |
325 |
|
|
$ |
11,770 |
|
NHS |
|
|
4,952 |
|
|
|
602 |
|
|
|
140 |
|
|
|
60 |
|
|
|
121 |
|
|
|
5,875 |
|
Commercial Payors |
|
|
1,674 |
|
|
|
376 |
|
|
|
63 |
|
|
|
24 |
|
|
|
54 |
|
|
|
2,191 |
|
Private Payors |
|
|
1,860 |
|
|
|
142 |
|
|
|
91 |
|
|
|
68 |
|
|
|
186 |
|
|
|
2,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross AR at 9/30/10 |
|
$ |
18,026 |
|
|
$ |
2,545 |
|
|
$ |
612 |
|
|
$ |
314 |
|
|
$ |
686 |
|
|
$ |
22,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Unapplied Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,120 |
) |
Less: Surcharges(A) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(239 |
) |
Less: Allowance For Doubtful
Accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(732 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) |
|
Surcharges represent interest charges to customers on overdue accounts.
The surcharges are recognized in income only upon receipt of payment. |
Each fiscal year we undertake a review of our methodology and procedure for reserving for
our doubtful accounts. This process also takes into account our actual experience of write
offs in the period. The policy is then applied at each quarter end to arrive at a closing
reserve for doubtful accounts. See Critical Accounting PoliciesAccounts Receivable, for a
description of our methodology procedure.
Given the high percentage of U.K. governmental debt, the large number of customer accounts with
low-value debt within the remainder of the accounts receivable ledger and the methodology for
making provisions for doubtful accounts, we believe our provisioning method is prudent and
appropriate to our business.
We provide homecare aides and nurses on the basis of terms (payment due within 7 to 30 days of
invoice) and prices (rate per hour or fraction of an hour) agreed to in advance with our
customers. The work is either logged by electronic call monitoring or time sheets are signed
by clients for the work performed and then invoices are generated based on agreed billing
rates. Consequently, there is no process for approval of invoices. Our credit control
policies currently achieve an average collection of approximately 27 days from submission of
invoices.
As our current operations are in the U.K. and Ireland and the majority of accounts receivable
are from governmental bodies for which payment terms and prices are agreed in advance, we have
not recorded any contractual allowances.
Debt and Capital Leases
See Leases and Debt below under Commitments.
Page 39
Commitments
Employment Agreements
We have employment agreements with our two executive officers that provide for minimum
aggregate annual base compensation of approximately $0.6 million (at the exchange rate at June
30, 2011), in fiscal 2011.
In January 2008, we entered into an employment agreement with Sandy Young, our chief executive
officer. The employment agreement is terminable by either Mr. Young or the company by giving
not less than twelve months prior written notice to the other party or automatically on Mr.
Youngs 65th birthday. We may terminate Mr. Youngs employment immediately by
paying salary in lieu of notice for the twelve-month notice period. The salary of Mr. Young
is currently £222,832 (approximately $356,977 at the exchange rate at June 30, 2011). In
addition, pursuant to his employment agreement:
|
|
|
we awarded Mr. Young 0.2 million stock options in February 2008; |
|
|
|
|
we granted Mr. Young 0.6 million stock appreciation rights in April 2009, the terms
of which are described in Note 2 of the Notes to Condensed Consolidated Financial
Statements for our period ended June 30, 2011 under Stock Appreciation Rights; |
|
|
|
|
we provide Mr. Young with a car allowance; and |
|
|
|
|
we agreed to make a payment equal to 15% of Mr. Youngs annual salary towards his
U.K.-based private pension fund. In February 2011, we agreed with Mr. Young that we
would make this payment directly to him rather than to his U.K.-based pension fund
and, in connection therewith, we agreed to reimburse him for the amount of the tax due
on such increased payment. For 2011, the amount of such reimbursement is expected to
be approximately £4,600 (approximately $7,369 at the exchange rate at June 30, 2011). |
In May 2008 we entered into an employment agreement with Paul Weston, our chief financial
officer. Our employment agreement with Mr. Weston provides that either party may terminate the
agreement upon six months written notice. Under certain circumstances, we may terminate Mr.
Westons employment immediately by paying salary in lieu of notice for the six-month notice
period. In addition, under our employment agreement with Mr. Weston, we are required to pay
him 12 months salary in the event he is terminated due to an acquisition. Our employment
agreement with Mr. Weston further provides that Mr. Weston will not compete against us for a
period of six months following the termination of his employment with us. Pursuant to his
employment agreement, Mr. Weston currently receives a salary of £164,472 (approximately
$263,484 at the exchange rate at June 30, 2011). In addition, pursuant to his employment
agreement with us, Mr. Weston receives a car allowance and we have agreed to make a payment
equal to 15% of his annual salary towards his U.K.-based private pension fund.
Leases
We have entered into various operating lease agreements for office space and equipment,
as well as housing accommodations used by HILG in providing social care. Certain of these
operating leases provide for renewal options. Of the $5.0 million operating lease obligations
at June 30, 2011, $0.3 million relates to properties that are owned by the noncontrolling
interest holders. In connection with our acquisition of HILG, we assumed various capital
lease agreements mainly related to leased vehicles. The present value of the net minimum
capital lease payments estimated using a discounted cash flow analysis was $0.5 million at
June 30, 2011.
Page 40
Debt
In connection with our acquisition of HILG, we assumed debt related to two invoice
discounting
facilities and a bank loan for the funding of capital expenditures. The invoice discounting
facilities provide for available funds of up to $1.6 million (at the exchange rate at June 30,
2011) that are available for use through July and September of 2011. The loans bear interest
at rates equal to LIBOR plus 2.0% with a minimum of 4.0% per annum. As of June 30, 2011 and
September 30, 2010, we had outstanding borrowings of $0.4 million and $0.3 million,
respectively, under the invoice discounting facilities and a bank loan that bore interest at
rates ranging from 4.0% to 4.7%.
Contractual Cash Obligations
The following table summarizes our contractual cash obligations as of June 30, 2011 (dollars
in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
Capital |
|
|
Total |
|
|
Total Other |
|
|
Total |
|
Fiscal |
|
Leases |
|
|
Leases |
|
|
Debt |
|
|
Obligations |
|
|
Obligations |
|
2011 |
|
$ |
1,038 |
|
|
$ |
96 |
|
|
$ |
364 |
|
|
$ |
202 |
|
|
$ |
1,700 |
|
2012 |
|
|
2,211 |
|
|
|
278 |
|
|
|
40 |
|
|
|
1,035 |
|
|
|
3,564 |
|
2013 |
|
|
1,129 |
|
|
|
139 |
|
|
|
|
|
|
|
208 |
|
|
|
1,476 |
|
2014 |
|
|
461 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
468 |
|
2015 |
|
|
156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156 |
|
Thereafter |
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5,012 |
|
|
$ |
520 |
|
|
$ |
404 |
|
|
$ |
1,445 |
|
|
$ |
7,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Amounts representing interest |
|
|
|
|
|
|
(70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net present value of capital lease
obligations |
|
|
|
|
|
|
450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less current portion |
|
|
|
|
|
|
335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term capital lease obligations |
|
|
|
|
|
$ |
115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Both operating and capital lease obligations reflect future minimum rental commitments
required under such lease agreements as of June 30, 2011. Other obligations represent our
contractual commitment for a new branch operating system and purchase commitment for new
office equipment and software. We anticipate incurring total expenditures for our new branch
operating system, both contractual and non-contractual, including software, hardware, hosting
services and training costs, of approximately $7.2 million (at the exchange rate at June 30,
2011), of which $6.2 million has been incurred in fiscal years 2009 and 2010 and in the nine
months ended June 30, 2011 and $1.0 million is expected to be incurred in the three months
ended September 30, 2011 through fiscal 2012. We anticipate that funding will come from our
existing cash and cash provided by operating activities.
Contingencies
See Note 10 of the Notes to Condensed Consolidated Financial Statements for our period ended
June 30, 2011 for a discussion of contingencies.
Impact of Recent Accounting Standards
See Note 12 of the Notes to Condensed Consolidated Financial Statements for our period ended
June 30, 2011.
Page 41
Miscellaneous
Treasury Shares
In January 2001, we initiated a stock repurchase program, whereby we were authorized to
purchase up to approximately $1.0 million of our outstanding shares of common stock in
open-market transactions or in privately-negotiated transactions. In May 2003, we initiated a
second stock repurchase program, pursuant to which we were authorized to purchase up to an
additional $3.0 million of our outstanding shares of common stock in open-market transactions
or in privately-negotiated transactions. In May 2010, these two stock purchase programs were
terminated and we initiated a new stock repurchase program, whereby we may purchase up to
approximately $10 million of our outstanding shares of common stock in open-market
transactions or in privately-negotiated transactions. In fiscal 2010
we purchased 1.6 million shares for an aggregate purchase price of $3.8 million under our May 2010 stock repurchase
program. As of June 30, 2011, we had acquired an aggregate of 2.0 million shares of our
common stock for an aggregate purchase price of $5.1 million pursuant to our stock repurchase
programs (including stock repurchase programs which have been terminated), which are reflected
as treasury stock in our consolidated balance sheet at June 30, 2011. In addition, as of June
30, 2011, we had acquired 0.2 million shares of our common stock for an aggregate value of
$1.0 million from certain of our former executive officers. Such shares were acquired in
fiscal 2004 and delivered to us as payment on promissory notes issued by us to them.
Subsequent Events
On July 28, 2010 the company entered into an Agreement and Plan of Merger (the Merger
Agreement) with Saga Group Limited (Saga) and AHL Acquisition Corp., a wholly-owned
subsidiary of Saga (Acquisition Sub). Upon the consummation of the merger contemplated by the Merger Agreement,
each outstanding share of the companys common stock, other than shares owned by Saga,
Acquisition Sub or any other wholly-owned subsidiary of Saga and shares held in the treasury
of the company, will be converted into the right to receive $3.90 in cash, without interest.
Each outstanding option and stock
appreciation right (“SAR”) that has vested prior to the merger,
including those options and SARs that vest as a result of the merger, will be
converted into the right to receive $3.90 less the per share exercise price of
the option or SAR, multiplied by the number of shares of common stock subject
to such option or SAR. If the exercise price of any option or SAR is equal to
or greater than $3.90, the option or SAR will be cancelled without payment. The
completion of the merger is subject to various conditions, including, among others, obtaining
the approval of the companys shareholders, which, under New York law, will require the vote
of at least two-thirds of the companys outstanding shares of common stock. The parties
expect to notify the merger to the Competition Authority in Ireland, where the company and
affiliates of Saga have operations, as soon as possible. Consummation of the merger is not
subject to a financing condition. The Merger Agreement provides that it
may be terminated by either party if the merger contemplated thereby has not
occurred on or prior to December 31, 2011; provided, however, that if the
only reason for the failure to consummate the merger on or before such date is
the failure to have obtained the necessary antitrust clearance in Ireland, the
termination date shall be extended to February 29, 2012. Under the Merger
Agreement, the company may be required to pay Saga a termination fee of
$5.2 million under certain circumstances, including if the board of
directors of the company, following the receipt of a superior proposal, changes
its recommendation to the shareholders to vote in favor of the merger. Completion of the transaction is expected to occur in the
fourth calendar quarter of 2011.
In connection with the execution of the Merger Agreement, the company entered into a retention
bonus agreement with its chief executive officer and Allied Healthcare Group Limited, a
subsidiary of the company, entered into a retention bonus agreement with the chief financial
officer of the company.
Copies of the Merger Agreement and the retention bonus agreements were filed as exhibits to
the Current Report on Form 8-K of the company that was filed with the Securities and Exchange
Commission on August 1, 2011.
On August 3, 2011, a putative class action complaint was filed by a shareholder of our company
against our company, the members of our companys board of directors, Saga and Acquisition Sub in
the Supreme Court of the State of New York for the County of New York challenging the proposed
merger, captioned Zimmerman v. Allied Healthcare International Inc., No. 652158/2011 (N.Y. Sup. Ct.
filed August 3, 2011). The complaint alleges that our directors breached their fiduciary duties in
negotiating and approving the merger agreement. The complaint further alleges that our company
and/or Saga aided and abetted the members of the board in their alleged breaches of fiduciary
duties. The complaint seeks various forms of relief, including injunctive relief to prevent
consummation of the merger.
We intend to defend this lawsuit vigorously.
Page 42
|
|
|
Item 3. |
|
Quantitative and Qualitative Disclosures about Market Risk |
Foreign Currency Exchange
We face exposure to adverse movements in foreign currency exchange rates. These exposures
may change over time as business practices evolve and could have a material adverse impact on
our consolidated financial results. Currently, we do not hedge foreign currency exchange rate
exposures.
The translation of the operating results of our U.K. operations is impacted by fluctuations in
foreign currency exchange rates. For the year to date fiscal 2011 period as compared to the
year to date fiscal 2010 average rate, the translation of our U.K. financial statements into
U.S. dollars resulted in increased revenues of $5.6 million, increased operating income of $0.3
million and increased net income of $0.2 million. We estimate that a 10% change in the
exchange rate between the British pound and the U.S. dollar would have a $21.3 million, $1.2
million and $0.6 million impact on reported year to date revenues, operating income and net
income, respectively.
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates primarily to our invoice
discount facilities. Our invoice discounting facilities provide for available funds of up to
$1.6 million (at the exchange rate at June 30, 2011) through July and September of 2011. We
have outstanding borrowings of $0.3 million and $0.2 million under the invoice discounting
facilities at June 30, 2011 and September 30, 2010, respectively. Our remaining debt and
capital lease obligations are at fixed interest rates. As such, we believe our exposure to
interest rate risk to be minimal.
Page 43
|
|
|
Item 4. |
|
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures. Our companys management, with the
participation of our chief executive officer and our chief financial officer, has evaluated
the effectiveness of our disclosure controls and procedures as of June 30, 2011.
Under the rules of the Securities and Exchange Commission, disclosure controls and
procedures are defined as controls and other procedures that are designed to ensure that
information required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934, such as this Quarterly Report on Form 10-Q, is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of
the Securities and Exchange Commission. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be
disclosed by us in our reports that we file or submit under the Securities Exchange Act of
1934 is accumulated and communicated to our management, including our chief executive officer
and chief financial officer, as appropriate to allow timely decisions regarding required
disclosure.
Based on such evaluation, our chief executive officer and chief financial officer have
concluded that, as of June 30, 2011, our disclosure controls and procedures were effective to
ensure that the information we are required to disclose in reports that we file or submit to
the Securities and Exchange Commission is recorded, processed, summarized and reported within
the time periods specified under the rules and forms of the Securities and Exchange
Commission.
Changes in Internal Control Over Financial Reporting. Under the rules of the
Securities and Exchange Commission, internal control over financial reporting is defined as
a process designed by, or under the supervision of, an issuers principal executive and
principal financial officers, and effected by the issuers board of directors, management and
other personnel, to provide reasonable assurances regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.
There have not been any changes in our internal control over financial reporting during the
quarter ended June 30, 2011 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Page 44
Part II
Risk Factors
The following risk factors should be read in conjunction with Risk Factors included in Item
1A. in the Annual Report on Form 10-K for the Companys fiscal year ended September 30, 2010.
There are risks and uncertainties associated with the proposed merger with
Saga.
On July 28, 2011, we entered into a merger agreement, which we refer to as the merger
agreement, providing for the acquisition of the Company by AHL Acquisition Corp., an entity
formed by Saga Group Limited (Saga). There are a number of risks and uncertainties relating
to the merger. For example, the merger may not be consummated or may not be consummated as
currently anticipated, as a result of several factors, including, but not limited to, the
failure to satisfy the closing conditions set forth in the merger agreement. In addition,
there can be no assurance that approval of our stockholders and requisite regulatory approvals
will be obtained or that other events will not intervene to delay or result in the termination
of the merger. If the proposed merger is not completed, the share price of our common stock
may change to the extent that the current market price of our common stock reflects an
assumption that the merger will be consummated. Failure of the merger to close, or a delay in
its closing, may have a negative impact on our ability to pursue alternative strategic
transactions or our ability to implement alternative business plans. Additionally, under
certain circumstances, if the merger agreement is terminated, we will be required to pay a
termination fee. Pending the closing of the merger, the merger agreement also restricts us
from engaging in certain actions without Sagas approval, which could prevent us from pursuing
opportunities that may arise prior to the closing of the merger. In addition, any delay in
completing, or the failure to complete, the merger could have a negative impact on our
business, stock price and our relationships with our customers, employees or suppliers.
Our business could be adversely impacted as a result of uncertainty related to
the proposed merger.
The proposed merger could cause disruptions in our business relationships and business
generally, which could have an adverse effect on our financial condition, results of
operations and cash flows. For example:
|
|
|
our employees may experience uncertainty about their future roles at the
Company, which might adversely affect our ability to retain and hire key
managers and other employees; |
|
|
|
|
customers and suppliers may experience uncertainty about the Companys
future and seek alternative business relationships with third parties or seek
to alter their business relationships with the Company; and |
|
|
|
|
the attention of our management may be directed to transaction-related
considerations and may be diverted from the day-to-day operations of our
business and pursuit of our strategic initiatives. |
Page 45
In addition, we have incurred, and will continue to incur, significant costs, expenses and
fees for professional services and other transaction costs in connection with the proposed
merger, and many of these fees and costs are payable by us regardless of whether or not the
merger is consummated.
|
|
|
|
|
|
31.1 |
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. |
|
|
|
|
|
|
31.2 |
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. |
|
|
|
|
|
|
32.1 |
|
|
Section 1350 Certification of Chief Executive Officer. |
|
|
|
|
|
|
32.2 |
|
|
Section 1350 Certification of Chief Financial Officer. |
|
|
|
|
|
|
101 |
|
|
The following financial information from Allied Healthcare International Inc.s Quarterly
Report on Form 10-Q for the period ended June 30, 2011, formatted in eXtensible Business
Reporting Language (XBRL), is furnished herewith: (i) Condensed Consolidated Balance Sheets
as of June 30, 2011 and September 30, 2010, (ii) Condensed Consolidated Statements of
Operations for the three and nine months ended June 20, 2011 and June 30, 2010, (iii)
Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2011 and
June 30, 2010, and (iv) the Notes to Condensed Consolidated Financial Statements. |
Page 46
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 thereunto duly authorized.
Dated: August 4, 2011
|
|
|
|
|
|
ALLIED HEALTHCARE INTERNATIONAL INC.
|
|
|
By: |
/s/ Paul Weston
|
|
|
|
Paul Weston |
|
|
|
Chief Financial Officer
(Principal Financial Officer and Duly Authorized to Sign on Behalf of
Registrant) |
|
Page 47