Attached files
file | filename |
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EX-31.1 - EX-31.1 - ALMOST FAMILY INC | a15-7837_1ex31d1.htm |
EX-32.1 - EX-32.1 - ALMOST FAMILY INC | a15-7837_1ex32d1.htm |
EX-31.2 - EX-31.2 - ALMOST FAMILY INC | a15-7837_1ex31d2.htm |
EXCEL - IDEA: XBRL DOCUMENT - ALMOST FAMILY INC | Financial_Report.xls |
EX-32.2 - EX-32.2 - ALMOST FAMILY INC | a15-7837_1ex32d2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 3, 2015
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-09848
ALMOST FAMILY, INC.
(Exact name of Registrant as specified in its charter)
Delaware |
|
06-1153720 |
(State or other jurisdiction of |
|
(I.R.S. Employer Identification |
9510 Ormsby Station Road, Suite 300, Louisville, Kentucky 40223
(Address of principal executive offices)
(502) 891-1000
(Registrants telephone number, including area code)
Not Applicable
(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. Yesx No ¨.
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 x No ¨.
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 definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer ¨ |
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Accelerated filer x |
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Non-accelerated filer ¨ |
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Smaller Reporting Company ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Class of Common Stock $0.10 par value
Shares outstanding at May 1, 2015 9,516,209
ALMOST FAMILY, INC. AND SUBSIDIARIES
FORM 10-Q
3 | ||||
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Consolidated Balance Sheets as of April 3, 2015 and December 31, 2014 |
3 | ||
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4 | |||
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5 | |||
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6 | |||
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
12 | |||
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21 | ||||
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21 | ||||
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22 | ||||
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PART I FINANCIAL INFORMATION
ALMOST FAMILY, INC. AND SUBSIDIARIES
(In thousands)
|
|
April 3, 2015 |
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|
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|
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(UNAUDITED) |
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December 31, 2014 |
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ASSETS |
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|
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|
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CURRENT ASSETS: |
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|
|
|
| ||
Cash and cash equivalents |
|
$ |
5,960 |
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$ |
6,886 |
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Accounts receivable - net |
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85,491 |
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74,894 |
| ||
Prepaid expenses and other current assets |
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6,869 |
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10,420 |
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Deferred tax assets |
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12,695 |
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12,230 |
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TOTAL CURRENT ASSETS |
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111,015 |
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104,430 |
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|
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PROPERTY AND EQUIPMENT - NET |
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5,165 |
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5,575 |
| ||
GOODWILL |
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195,066 |
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192,523 |
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OTHER INTANGIBLE ASSETS |
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54,645 |
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54,402 |
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OTHER ASSETS |
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2,514 |
|
558 |
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TOTAL ASSETS |
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$ |
368,405 |
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$ |
357,488 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES: |
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|
|
|
| ||
Accounts payable |
|
$ |
7,925 |
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$ |
9,257 |
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Accrued other liabilities |
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39,673 |
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42,326 |
| ||
Current portion - notes payable and capital leases |
|
36 |
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51 |
| ||
TOTAL CURRENT LIABILITIES |
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47,634 |
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51,634 |
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|
|
|
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LONG-TERM LIABILITIES: |
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|
|
|
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Revolving credit facility |
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55,099 |
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46,447 |
| ||
Deferred tax liabilities |
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25,102 |
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23,510 |
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Other |
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2,993 |
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2,705 |
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TOTAL LONG-TERM LIABILITIES |
|
83,194 |
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72,662 |
| ||
TOTAL LIABILITIES |
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130,828 |
|
124,296 |
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|
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NONCONTROLLING INTEREST - REDEEMABLE |
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3,639 |
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3,639 |
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|
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STOCKHOLDERS EQUITY: |
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Preferred stock, par value $0.05; authorized 2,000 shares; none issued or outstanding |
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|
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Common stock, par value $0.10; authorized 25,000; 9,617 and 9,574 issued and outstanding |
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961 |
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957 |
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Treasury stock, at cost, 102 and 94 shares of common stock |
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(2,668 |
) |
(2,392 |
) | ||
Additional paid-in capital |
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106,490 |
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105,862 |
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Noncontrolling interest - nonredeemable |
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(586 |
) |
(420 |
) | ||
Retained earnings |
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129,741 |
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125,546 |
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TOTAL STOCKHOLDERS EQUITY |
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233,938 |
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229,553 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
368,405 |
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$ |
357,488 |
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See accompanying Notes to Consolidated Financial Statements.
ALMOST FAMILY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share data)
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Period Ended |
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Three Months |
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2015 |
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2014 |
| ||
Net service revenues |
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$ |
128,399 |
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$ |
120,339 |
|
Cost of service revenues (excluding depreciation & amortization) |
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68,327 |
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65,526 |
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Gross margin |
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60,072 |
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54,813 |
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General and administrative expenses: |
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|
|
|
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Salaries and benefits |
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36,393 |
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33,666 |
| ||
Other |
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15,902 |
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15,714 |
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Deal and transition costs |
|
406 |
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3,115 |
| ||
Total general and administrative expenses |
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52,701 |
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52,495 |
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Operating income |
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7,371 |
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2,318 |
| ||
Interest expense, net |
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(360 |
) |
(347 |
) | ||
Income before income taxes |
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7,011 |
|
1,971 |
| ||
Income tax expense |
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(2,987 |
) |
(817 |
) | ||
Net income from continuing operations |
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4,024 |
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1,154 |
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Discontinued operations: |
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|
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Income (loss) from operations, net of tax of $3, ($48) |
|
5 |
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(70 |
) | ||
Net income |
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4,029 |
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1,084 |
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Net loss - noncontrolling interests |
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365 |
|
189 |
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Net income attributable to Almost Family, Inc. |
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$ |
4,394 |
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$ |
1,273 |
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Per share amounts-basic: |
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Average shares outstanding |
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9,353 |
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9,293 |
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Income from continuing operations attributable to Almost Family, Inc. |
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$ |
0.47 |
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$ |
0.14 |
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Discontinued operations |
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|
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(0.01 |
) | ||
Net income attributable to Almost Family, Inc. |
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$ |
0.47 |
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$ |
0.13 |
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Per share amounts-diluted: |
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Average shares outstanding |
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9,521 |
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9,426 |
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Income from continuing operations attributable to Almost Family, Inc. |
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$ |
0.46 |
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$ |
0.14 |
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Discontinued operations |
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|
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(0.01 |
) | ||
Net income attributable to Almost Family, Inc. |
|
$ |
0.46 |
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$ |
0.13 |
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See accompanying Notes to Consolidated Financial Statements.
ALMOST FAMILY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
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Period Ended |
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Three Months |
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2015 |
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2014 |
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Cash flows of operating activities: |
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Net income |
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$ |
4,029 |
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$ |
1,084 |
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Loss on discontinued operations, net of tax |
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5 |
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(70 |
) | ||
Net income from continuing operations |
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4,024 |
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1,154 |
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Adjustments to reconcile income to net cash of operating activities: |
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Depreciation and amortization |
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918 |
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1,102 |
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Provision for uncollectible accounts |
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1,861 |
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2,144 |
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Stock-based compensation |
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520 |
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414 |
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Deferred income taxes |
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1,032 |
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(362 |
) | ||
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8,355 |
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4,452 |
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Change in certain net assets and liabilities, net of the effects of acquisitions: |
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Accounts receivable |
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(11,960 |
) |
(2,839 |
) | ||
Prepaid expenses and other current assets |
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3,713 |
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1,554 |
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Other assets |
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(34 |
) |
55 |
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Accounts payable and accrued expenses |
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(3,883 |
) |
(3,233 |
) | ||
Net cash used in operating activities |
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(3,809 |
) |
(11 |
) | ||
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Cash flows of investing activities: |
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Capital expenditures |
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(401 |
) |
(350 |
) | ||
Cost basis investment |
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(1,000 |
) |
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Acquisitions, net of cash acquired |
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(3,000 |
) |
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Net cash used in investing activities |
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(4,401 |
) |
(350 |
) | ||
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Cash flows of financing activities: |
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|
|
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Credit facility borrowings |
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47,813 |
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53,000 |
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Credit facility repayments |
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(39,161 |
) |
(56,000 |
) | ||
Debt issuance fees |
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(1,151 |
) |
|
| ||
Proceeds from stock option exercises |
|
23 |
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39 |
| ||
Purchase of common stock in connection with share awards |
|
(276 |
) |
(52 |
) | ||
Tax impact of share awards |
|
88 |
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(54 |
) | ||
Payment of special dividend in connection with share awards |
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(50 |
) |
(35 |
) | ||
Principal payments on notes payable and capital leases |
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(23 |
) |
(558 |
) | ||
Net cash provided by (used in) financing activities |
|
7,263 |
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(3,660 |
) | ||
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|
|
|
|
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Cash flows from discontinued operations |
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|
|
|
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Operating activities |
|
21 |
|
134 |
| ||
Investing activities |
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|
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Net cash provided by discontinued operations |
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21 |
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134 |
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Net change in cash and cash equivalents |
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(926 |
) |
(3,887 |
) | ||
Cash and cash equivalents at beginning of period |
|
6,886 |
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12,246 |
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Cash and cash equivalents at end of period |
|
$ |
5,960 |
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$ |
8,359 |
|
See accompanying Notes to Consolidated Financial Statements.
ALMOST FAMILY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Unless otherwise indicated, all dollars and share amounts are in thousands, except per share data)
1. Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements for the period ended April 3, 2015 and the three months ended March 31, 2014 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. Accordingly, the reader of this Form 10-Q is referred to Almost Family, Inc.s (the Company) Annual Report on Form 10-K for the year ended December 31, 2014 for further information. In the opinion of management of the Company, the accompanying unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position at April 3, 2015, the results of operations for the period ended April 3, 2015 and the three month period ended March 31, 2014 and cash flows for the period ended April 3, 2015 and the three month period ended March 31, 2014. The results of operations for the period ended April 3, 2015 are not necessarily indicative of the operating results for the year.
Effective with the first quarter of 2015, the Company has adopted a 52-53 fiscal reporting calendar under which it will report its annual results going forward in four equal 13-week quarters. Every fifth year one quarter will include 14 weeks and that year will include 53 weeks of operating results. Once fully adopted, this approach will help minimize the impact of calendar differences when comparing different historical periods. As a result of this change, the first quarter of 2015 includes the 13 week and 2 day period from January 1, 2015 to April 3, 2015 which is 2 more days than each 13 week quarter to be reported in the future. For prospective comparison, the 2 days (New Years Day and the day after) had a one-time effect of increasing revenue by $2.3 million, while lowering EPS by $0.02 due to the effect of the holiday. Had this reporting change not been made, first quarter 2015 reported revenue would have been lower by $5.4 million and EPS would have been lower by $0.02.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), during the second quarter of 2014. Topic 606 affects virtually all aspects of an entitys revenue recognition, including determining the measurement of revenue and the timing of when it is recognized for the transfer of goods or services to customers. Topic 606 is effective for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the effect of the adoption of Topic 606 on its financial position and results of operations.
Discontinued Operations
In April 2014, the Financial Accounting Standards Board (FASB) issued accounting guidance amending the requirements for reporting discontinued operations Accounting Standards Codification (ASC 205 Presentation of Financial Statements and ASC 360 Property, Plant and Equipment). This guidance limits the requirement for discontinued operations treatment to the disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has (or will have) a major effect on an entitys operations and financial results. Additionally, this new guidance no longer precludes discontinued operations presentation based on continuing involvement or cash flows following the disposal. This guidance became effective prospectively for the Company on January 1, 2015, and will impact the Companys determination and disclosure of discontinued operations treatment for subsequent qualifying divestitures, if any.
In the first quarter of 2014, the Companys VN segment exited a market in the Northeast through the closure of a branch location. In conjunction with the SunCrest acquisition in 2013, the Company acquired some operations which had been discontinued prior to acquisition. The operations and any related gain on sale for these operations were reclassified from continuing operations into discontinued operations for all periods presented. Unless otherwise noted, amounts in these Notes to Consolidated Financial Statements exclude amounts attributable to discontinued operations.
Cost-basis Investment
On January 29, 2015, the Companys Healthcare Innovations segment invested $1.0 million in a development stage analytics software company, NavHealth, Inc. The cost basis investment is included in other assets in the Companys balance sheet. The Company, through its ownership interest, is not in a position to significantly influence the activities of NavHealth, Inc.
2. Segment Data
The Company has two divisions, Home Health Care and Healthcare Innovations. The Home Health Care division is comprised of two reportable segments, Visiting Nurse Services (VN or Visiting Nurse) and Personal Care Services (PC or Personal Care). Healthcare Innovations is also a reportable segment. Reportable segments have been identified based upon how management has organized the business by services provided to customers and how the chief operating decision maker manages the business and allocates resources, consistent with the criteria in ASC 280, Segment Reporting.
Consistent with information given to the chief operating decision maker, the Company does not allocate certain expenses to the reportable segments. The Company evaluates the performance of its business segments based on operating income. Intercompany and intersegment transactions have been eliminated.
The VN segment provides skilled medical services in patients homes largely to enable recipients to reduce or avoid periods of hospitalization and/or nursing home care. Approximately 96% of the VN segment revenues are generated from the Medicare program while the balance is generated from Medicaid and private insurance programs. VN Medicare revenues include revenues from all Medicare sources including traditional Medicare and Medicare Advantage, whether paid on a per episode basis or a per visit basis.
The PC segment services are also provided in patients homes. These services (generally provided by paraprofessional staff such as home health aides) are generally of a custodial rather than skilled nature. PC revenues are generated on an hourly basis. Approximately 84% of the PC segment revenues are generated from Medicaid and other government programs while the balance is generated from insurance programs and private pay patients.
The Companys Healthcare Innovations business segment was created to house and separately report on our developmental activities outside the traditional home health business platform. These activities are intended ultimately, whether directly or indirectly, to benefit the Companys patients and payors through the enhanced provision of home health services. The activities all share a common goal of improving patient experiences and quality outcomes, while lowering costs. They include, but are not limited to, items such as: technology,
information, population health management, risk-sharing, care-coordination and transitions, clinical advancements, enhanced patient engagement and informed clinical decision.
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Period Ended |
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Three Months |
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Consolidated |
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2015 |
|
2014 |
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Home Health Operations |
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|
|
|
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Net service revenues: |
|
|
|
|
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Visiting Nurse |
|
$ |
99,536 |
|
$ |
93,172 |
|
Personal Care |
|
28,761 |
|
26,860 |
| ||
|
|
128,297 |
|
120,032 |
| ||
Operating income before corporate expenses: |
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|
|
|
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Visiting Nurse |
|
12,416 |
|
8,749 |
| ||
Personal Care |
|
2,860 |
|
2,639 |
| ||
|
|
15,276 |
|
11,388 |
| ||
Healthcare Innovations |
|
|
|
|
| ||
Revenue |
|
102 |
|
307 |
| ||
Operating loss before noncontrolling interest |
|
(517 |
) |
(255 |
) | ||
|
|
|
|
|
| ||
Corporate expenses |
|
6,980 |
|
5,700 |
| ||
Deal, transition and other |
|
408 |
|
3,115 |
| ||
Operating income |
|
7,371 |
|
2,318 |
| ||
Interest expense, net |
|
(360 |
) |
(347 |
) | ||
Income tax expense |
|
(2,987 |
) |
(817 |
) | ||
Net income from continuing operations |
|
$ |
4,024 |
|
$ |
1,154 |
|
3. Capitalized Software Development Costs
The Company capitalizes the cost of internally generated computer software developed for the Companys own use. Software development costs of approximately $72 and $84 were capitalized in the period ended April 3, 2015 and the three months ended March 31, 2014, respectively. Capitalized software development costs are amortized over the estimated useful life, generally three years, once the software is ready for its intended use.
4. Goodwill and Other Intangible Assets
The Company conducts annual reviews for impairment, or more frequently if circumstances indicate impairment may have occurred. Other intangible assets consist of certificates of need and licenses, trade names and non-compete agreements. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Licenses, provider numbers, certificates of need and trade names have indefinite lives and are reviewed at least annually for possible impairment, or whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. The Company completed its most recent annual impairment test of goodwill and other indefinite-lived intangible assets as of December 31, 2014 and determined that no impairment existed.
The following table summarizes the activity related to goodwill and other intangible assets for 2015:
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|
|
Other Intangible Assets |
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|
|
Goodwill |
|
Certificates |
|
Trade |
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Non-compete |
|
Total |
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Balances at 12-31-14 |
|
$ |
192,523 |
|
$ |
39,611 |
|
$ |
14,771 |
|
$ |
20 |
|
$ |
54,402 |
|
Acquisitions |
|
2,543 |
|
250 |
|
|
|
|
|
250 |
| |||||
Amortization |
|
|
|
|
|
(3 |
) |
(4 |
) |
(7 |
) | |||||
Balances at 4-3-15 |
|
$ |
195,066 |
|
$ |
39,861 |
|
$ |
14,768 |
|
$ |
16 |
|
$ |
54,645 |
|
The following table summarizes the Companys goodwill and other intangible assets by segment:
|
|
|
|
Other Intangible Assets |
| |||||||||||
|
|
Goodwill |
|
Certificates |
|
Trade |
|
Non-compete |
|
Total |
| |||||
Visiting Nurse |
|
$ |
148,070 |
|
$ |
39,041 |
|
$ |
11,388 |
|
$ |
8 |
|
$ |
50,437 |
|
Personal Care |
|
39,412 |
|
820 |
|
3,380 |
|
8 |
|
4,208 |
| |||||
Healthcare Innovations |
|
7,584 |
|
|
|
|
|
|
|
|
| |||||
Balances at 4-3-15 |
|
$ |
195,066 |
|
$ |
39,861 |
|
$ |
14,768 |
|
$ |
16 |
|
$ |
54,645 |
|
5. Revolving Credit Facility
At April 3, 2015, the Company had a $175 million senior secured revolving credit facility with JP Morgan Chase Bank, NA, as Administrative Agent, Bank of America, as Syndication Agent, and certain other lenders (the Facility). The Facility consists of a $175 million credit line with a maturity date of November 15, 2020 and an accordion feature providing for potential future expansion of the Facility to $250 million. Borrowings (other than letters of credit) under the credit facility generally will bear interest at a rate varying from the London Interbank Offered Rate (LIBOR) plus 1.75% to LIBOR rate plus 3.00%, depending on leverage. The Facility is secured by substantially all of the Companys assets and the stock of its subsidiaries.
Borrowings under the Facility are subject to various covenants including a multiple of 3.5 times earnings before interest, taxes, depreciation and amortization (EBITDA). EBITDA may include Acquired EBITDA from pro-forma acquisitions as defined. Borrowings under the New Facility may be used for general corporate purposes, including acquisitions. Application of the Facilitys borrowing formula as of April 3, 2015, permitted $79 million to be used. The Company had irrevocable letters of credit totaling $7.5 million outstanding in connection with the Companys self-insurance programs, which resulted in a total of $73.0 million being available for use at April 3, 2015. As of April 3, 2015, the Company was in compliance with the various financial covenants. Under the most restrictive of its covenants, the Company was required to maintain minimum net worth of at least $167.3 million at April 3, 2015. At such date, the Companys net worth was approximately $233.9 million.
The effective interest rates on the Companys borrowings were 2.67% and 2.45% for the period ended April 3, 2015 and the three month period ending March 31, 2014, respectively.
6. Fair Value Measurements
The Companys financial instruments consist of cash, accounts receivable, payables and debt instruments. The carrying values of cash, accounts receivable and payables are considered representative of their respective fair values due to the short-term nature of these instruments. The fair value of the Companys debt instruments approximates their carrying values as substantially all of such debt instruments have rates which fluctuate with changes in market rates. The Company does not have any assets or liabilities carried at fair value that are measured on a recurring basis.
7. Stock-Based Compensation
The Company issues both restricted share and option awards to employees and non-employee directors. Restricted share awards to employees cliff vest on the third anniversary of the grant date, while option share awards vest annually in 25% increments over four years from the grant date. Stock option grant date fair values are determined at the date of grant using a Monte Carlo option valuation model with suboptimal exercise behavior. Changes in awards outstanding are summarized as follows:
|
|
Restricted shares |
|
Options |
| |||||||||
|
|
Shares |
|
Wtd Avg. |
|
Shares |
|
Wtd Avg. |
|
Aggregate |
| |||
December 31, 2014 |
|
122 |
|
$ |
22.68 |
|
427 |
|
$ |
24.89 |
|
$ |
1,734 |
|
Granted |
|
42 |
|
35.62 |
|
55 |
|
37.28 |
|
510 |
| |||
Vested or exercised |
|
(25 |
) |
24.16 |
|
(2 |
) |
20.99 |
|
(38 |
) | |||
Forfeited |
|
|
|
|
|
|
|
|
|
|
| |||
April 3, 2015 |
|
139 |
|
$ |
26.33 |
|
480 |
|
$ |
26.32 |
|
$ |
9,710 |
|
8. Earnings per Common Share
A reconciliation of the weighted average shares outstanding used in the calculation of basic and diluted earnings per common share is as follows:
|
|
Period Ended |
|
Three Months |
|
|
|
2015 |
|
2014 |
|
Basic weighted average outstanding shares |
|
9,353 |
|
9,293 |
|
Add common equivalent shares representing shares issuable upon exercise of dilutive awards |
|
168 |
|
133 |
|
Diluted weighted average number of shares |
|
9,521 |
|
9,426 |
|
|
|
|
|
|
|
Anti-dilutive shares excluded from calculation |
|
104 |
|
96 |
|
9. Commitments and Contingencies
Insurance Programs
The Company bears significant insurance risk under its large-deductible workers compensation insurance program and its self-insured employee health program. Under the workers compensation insurance program, the Company bears risk up to $250 per incident, after which stop-loss coverage is maintained. The Company purchases stop-loss insurance for the employee health plan that places a specific limit, generally $300, on its exposure for any individual covered life.
Malpractice and general patient liability claims for incidents which may give rise to litigation have been asserted against the Company by various claimants. The claims are in various stages of processing and some may ultimately be brought to trial. The Company is aware of incidents that have occurred through April 3, 2015 that may result in the assertion of additional claims. The Company currently carries professional and general liability insurance coverage (on a claims made basis) for this exposure with no deductible. The Company also carries D&O coverage (also on a claims made basis) for potential claims against the Companys directors and officers, including securities actions, with deductibles ranging from $100 to $200 per claim.
The Company records estimated liabilities for its insurance programs based on information provided by the third-party plan administrators, historical claims experience, the life cycle of claims, expected costs of claims
incurred but not paid, and expected costs to settle unpaid claims. The Company monitors its estimated insurance-related liabilities and recoveries, if any, on a monthly basis and records amounts due under insurance policies in other current assets, while recording the estimated carrier liability in other current liabilities. As facts change, it may become necessary to make adjustments that could be material to the Companys results of operations and financial condition.
Legal Proceedings
The Company is currently, and from time to time, subject to claims and suits arising in the ordinary course of its business, including claims for damages for personal injuries. In the opinion of management, after discussions with legal counsel, the ultimate resolution of any of these ordinary course pending claims and legal proceedings will not have a material effect on the Companys financial position or results of operations.
10. Acquisition
On February 24, 2015 the Company signed a definitive agreement to acquire the stock of WillCare. WillCare, based in Buffalo NY, reported $72 million in revenue in 2014 with VN and PC branch locations in New York (11), Connecticut (3) and Ohio (1). The purchase price is expected to be between $46 and $53 million based on changes in earnings and working capital between execution of the definitive agreement and the expected close sometime in the second half of FY2015 subject to New York approval. The transaction will be funded by borrowings under the Companys bank credit facility. On March 1, 2015, the Company acquired the stock of WillCares Ohio operations for $3 million.
11. Income Taxes
The Companys effective income tax rates from continuing operations for the period ended April 3, 2015 and the three month period ended March 31, 2014 were approximately 40.5% and 41.5%, respectively.
Accounting principles generally accepted in the United States prescribe a recognition threshold and measurement attribute for the accounting and financial statement disclosure of tax positions taken or expected to be taken in a tax return. The evaluation of a tax position is a two-step process. The first step requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. The second step requires the Company to recognize in the financial statements each tax position that meets the more likely than not criteria, measured at the amount of benefit that has a greater than 50% likelihood of being realized. The Company had $1.5 million of unrecognized tax benefits at April 3, 2015, the total amount of which, if recognized, would affect the tax rate. The Company includes the full amount of unrecognized tax benefits in other liabilities in the Consolidated Balance Sheets. Additionally, the Company may from time to time be assessed interest and penalties by tax jurisdictions. Any such assessments historically have been immaterial to the Companys financial results and are classified as other general and administrative expenses in the consolidated statements of income.
12. Subsequent Events
Management has evaluated all events and transactions that occurred after April 3, 2015. During this period, the Company had no material subsequent events requiring recognition in the consolidated financial statements or any non-recognized subsequent events requiring disclosure.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company
Almost Family, Inc. and subsidiaries (collectively Almost Family) is a leading regional provider of home health nursing services. In this report, the terms Company, we, us or our mean Almost Family, Inc. and all subsidiaries included in our consolidated financial statements.
Cautionary Statements - Forward Outlook and Risks
Certain statements contained in this quarterly report on Form 10-Q, including, without limitation, statements containing the words believes, anticipates, intends, expects, assumes, trends and similar expressions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon the Companys current plans, expectations and projections about future events. However, such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, among others, the following:
· general economic and business conditions;
· demographic changes;
· changes in, or failure to comply with, existing governmental regulations;
· legislative proposals for healthcare reform;
· changes in Medicare and Medicaid reimbursement levels;
· changes in laws and regulations with respect to Accountable Care Organizations;
· effects of competition in the markets in which the Company operates;
· liability and other claims asserted against the Company;
· potential audits and investigations by government and regulatory agencies, including the impact of any negative publicity or litigation;
· ability to attract and retain qualified personnel;
· availability and terms of capital;
· loss of significant contracts or reduction in revenues associated with major payor sources;
· ability of customers to pay for services;
· business disruption due to natural disasters or terrorist acts;
· ability to effectively integrate, manage and keep secure our information systems;
· ability to successfully integrate the operations of acquired businesses and achieve expected synergies and operating efficiencies from the acquisition, in each case within expected time-frames or at all;
· significant deterioration in economic conditions and significant market volatility;
· effect on liquidity of the Companys financing arrangements; and
· changes in estimates and judgments associated with critical accounting policies and estimates.
For a detailed discussion of these and other factors that could cause the Companys actual results to differ materially from the results contemplated by the forward-looking statements, please refer to Item 1A. Risk Factors and Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations in the Companys annual report on Form 10-K for year ended December 31, 2014 and this Form 10-Q. The reader should not place undue reliance on forward-looking statements, which speak only as of the date of this report. Except as required by law, the Company assumes no responsibility for updating forward-looking statements to reflect unforeseen or other events after the date of this report. The Company has provided a detailed discussion of risk factors in its Form 10-K and various filings with the Securities and Exchange Commission (SEC). The reader is encouraged to review these risk factors and filings.
Critical Accounting Policies
Refer to the Critical Accounting Policies section of Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K for the year ended December 31,
2014 for a detailed discussion of our critical accounting policies. There have been no material changes to our critical accounting policies and estimates in 2014.
Fiscal Year End
Effective with the first quarter of 2015, the Company has adopted a 52-53 fiscal reporting calendar under which it will report its annual results going forward in four equal 13-week quarters. Every fifth year, one quarter will include 14 weeks and that year will include 53 weeks of operating results. The Company adopted this change to better manage internal reporting and operational execution, which runs on a natural weekly basis, in conjunction with its financial forecast models and external reporting processes. Once fully adopted, this approach will help minimize the impact of calendar differences when comparing different historical periods. The primary goal of this change is to help improve the performance of the business by improving the predictability and comparability of results. As a result of this change, the first quarter of 2015 includes the 13 week and 2 day period from January 1, 2015 to April 3, 2015 which is 2 more days than each 13 week quarter to be reported in the future. For prospective comparison, the 2 days (New Years Day and the day after) had a one-time effect of increasing revenue by $2.3 million, while lowering EPS by $0.01 due to the effect of the holiday. Had this reporting change not been made, first quarter 2015 reported revenue would have been lower by $5.4 million and EPS would have been lower by $0.02.
Operating Segments
The Company has two divisions, Home Health Care and Healthcare Innovations. The Home Health Care division is comprised of two reportable segments, Visiting Nurse Services (VN or Visiting Nurse) and Personal Care Services (PC or Personal Care). Our Healthcare Innovations division is also a reporting segment. Reportable segments have been identified based upon how management has organized the business by services provided to customers and how the chief operating decision maker manages the business and allocates resources, consistent with the criteria in ASC 280, Segment Reporting.
Our VN segment provides skilled medical services in patients homes largely to enable recipients to reduce or avoid periods of hospitalization and/or nursing home care. VN Medicare revenues are generated on a per episode basis rather than a fee per visit or an hourly basis. Approximately 96% of the VN segment revenues are generated from the Medicare program while the balance is generated from Medicaid and private insurance programs.
Our PC segment services are also provided in patients homes. These services (generally provided by paraprofessional staff such as home health aides) are generally of a custodial rather than skilled nature. PC revenues are typically generated on an hourly basis. Approximately 84% of the PC segment revenues are generated from Medicaid and other government programs while the balance is generated from insurance programs and private pay patients.
Our Healthcare Innovations business segment was created to house and separately report on our developmental activities outside our traditional home health business platform. These activities are intended ultimately, whether directly or indirectly, to benefit our patients and our payers through the enhanced provision of home health services. Our activities all share a common goal of improving patient experiences and quality outcomes while lowering costs. They include, but are not limited to, items such as: technology, information, population health management, risk-sharing, care coordination and transitions, clinical advancements, enhanced patient engagement and informed clinical decision.
Certain general and administrative expenses incurred at the corporate level have not been allocated to the segments.
Acquisition and Investment
On February 24, 2015 the Company signed a definitive agreement to acquire the stock of WillCare. WillCare, based in Buffalo NY, reported $72 million in revenue in 2014 with VN and PC branch locations in New York (11), Connecticut (3) and Ohio (1). The purchase price is expected to be between $46 and $53 million based on changes in earnings and working capital between execution of the definitive agreement and the expected close sometime in the second half of FY2015 subject to New York approval. The transaction will be funded by borrowings under the Companys bank credit facility. On March 1, 2015, the Company acquired the stock of WillCares Ohio operations for $3 million.
On January 29, 2015, the Companys Healthcare Innovations segment invested $1.0 million in a development stage analytics software company, NavHealth, Inc. The cost basis investment is included in other assets in the Companys balance sheet. The Company, through its ownership interest, is not in a position to significantly
influence the activities of NavHealth, Inc.
Health Care Reform Legislation and Medicare Regulations
The reader is encouraged to review our detailed discussion of Health Care Reform Legislation and Medicare Regulations in the similarly titled section in Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, along with the discussion under Government Regulation in Part I, Item 1, Business including but not limited to Item 1A. Risk Factors in the Companys annual report on Form 10-K for year ended December 31, 2014.
We have a significant dependence, primarily in our personal care segment, on state Medicaid reimbursement programs in Ohio, Connecticut, Tennessee and Kentucky which represent approximately 8.8%, 5.5%, 3.2% and 1.8% of our consolidated revenues. Annual legislative and regulatory budget processes are currently underway in advance of the start of the states 2016 fiscal years, which begin July 1, 2015, that provide a variety of possible outcomes including rate cuts for certain services, rate increases for other services and changes in utilization of various services. We are currently unable to predict what changes, if any, may result from these processes however it is possible that such changes as may be enacted could materially impact our PC segment results. We continuously work to evaluate the implications of these proposed changes and to develop appropriate courses of action for the Company. However, we may be unable to take actions to mitigate any, or all, of any negative implications of these proposed changes when and if enacted.
Seasonality
Our VN segment operations in Florida, where nearly 35% of that segments revenues are generated, normally experience higher admissions during the first quarter and lower admissions during the third quarter than in the other quarters due to seasonal population fluctuations.
RESULTS OF OPERATIONS
FIRST QUARTER
Consolidated
(In thousands)
|
|
Period Ended |
|
Three Months |
|
|
| |||||||||
|
|
2015 |
|
2014 |
|
Change |
| |||||||||
|
|
Amount |
|
% Rev |
|
Amount |
|
% Rev |
|
Amount |
|
% |
| |||
Home Health Operations |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net service revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Visiting Nurse |
|
$ |
99,536 |
|
77.6 |
% |
$ |
93,172 |
|
77.6 |
% |
$ |
6,364 |
|
6.8 |
% |
Personal Care |
|
28,761 |
|
22.4 |
% |
26,860 |
|
22.4 |
% |
1,901 |
|
7.1 |
% | |||
|
|
128,297 |
|
100.0 |
% |
120,032 |
|
100.0 |
% |
8,265 |
|
6.9 |
% | |||
Operating income before corporate expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Visiting Nurse |
|
12,416 |
|
12.5 |
% |
8,749 |
|
9.4 |
% |
3,667 |
|
41.9 |
% | |||
Personal Care |
|
2,860 |
|
9.9 |
% |
2,639 |
|
9.8 |
% |
221 |
|
8.4 |
% | |||
|
|
15,276 |
|
11.9 |
% |
11,388 |
|
9.5 |
% |
3,888 |
|
34.1 |
% | |||
Healthcare Innovations |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Revenue |
|
102 |
|
|
|
307 |
|
|
|
(205 |
) |
-66.8 |
% | |||
Operating loss before noncontrolling interest |
|
(517 |
) |
NM |
|
(255 |
) |
NM |
|
(262 |
) |
102.7 |
% | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Corporate expenses |
|
6,980 |
|
5.4 |
% |
5,700 |
|
4.7 |
% |
1,280 |
|
22.5 |
% | |||
Deal, transition and other |
|
408 |
|
0.3 |
% |
3,115 |
|
2.6 |
% |
(2,707 |
) |
-86.9 |
% | |||
Operating income |
|
7,371 |
|
5.7 |
% |
2,318 |
|
1.9 |
% |
5,053 |
|
218.0 |
% | |||
Interest expense, net |
|
(360 |
) |
-0.3 |
% |
(347 |
) |
-0.3 |
% |
(13 |
) |
3.7 |
% | |||
Income tax expense |
|
(2,987 |
) |
-2.3 |
% |
(817 |
) |
-0.7 |
% |
(2,170 |
) |
265.6 |
% | |||
Net income from continuing operations |
|
$ |
4,024 |
|
3.1 |
% |
$ |
1,154 |
|
1.0 |
% |
$ |
2,870 |
|
248.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Adjusted EBITDA-HHO (1) |
|
$ |
9,833 |
|
7.7 |
% |
$ |
7,239 |
|
6.0 |
% |
$ |
2,593 |
|
35.8 |
% |
Adjusted Earnings-HHO (1) |
|
$ |
4,820 |
|
3.8 |
% |
$ |
3,289 |
|
2.7 |
% |
$ |
1,531 |
|
46.5 |
% |
(1) See Page 19 for GAAP reconciliation of Adjusted EBITDA from home health operations and Adjusted earnings from home health operations.
Home health operating revenues increased $8.3 million, or 6.9%, to $128.3 on higher volumes. Operating income from home health operations grew $3.9 million, primarily in the VN Segment, where improved operating efficiency and favorable Medicare reimbursement combined with additional volumes to increase our operating margin by 3.1%. Refer to VN and PC segment discussions below for further home health division operating performance details. Refer to Fiscal Year End related to our 52-53 reporting calendar conversion.
Our Healthcare Innovations operating income declined approximately $0.2 million principally due to lower revenues.
Corporate expenses for 2015 increased primarily due to higher home office labor and related expenses in support of acquisitions and organic growth. Deal and transition costs declined by $2.7 million to $0.4 million from $3.1 million in 2014 as the transition of our 2013 acquisitions were completed during 2014.
Our effective tax rate for the first quarter of 2015 was 40.5% compared to 41.5% for the first quarter of 2014. The higher income tax rate in 2014 occurred primarily due to certain deal and transaction costs that were not currently deductible and that did not result in the establishment of a deferred tax asset.
Visiting Nurse Segment
|
|
Period Ended |
|
Three Months |
|
|
|
|
| |||||||
|
|
2015 |
|
2014 |
|
Change |
| |||||||||
(In thousands, except for statistics) |
|
Amount |
|
% Rev |
|
Amount |
|
% Rev |
|
Amount |
|
% |
| |||
Net service revenues |
|
$ |
99,536 |
|
100.0 |
% |
$ |
93,172 |
|
100.0 |
% |
$ |
6,364 |
|
6.8 |
% |
Cost of service revenues |
|
48,084 |
|
48.3 |
% |
46,686 |
|
50.1 |
% |
1,398 |
|
3.0 |
% | |||
Gross margin |
|
51,452 |
|
51.7 |
% |
46,486 |
|
49.9 |
% |
4,966 |
|
10.7 |
% | |||
General and administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Salaries and benefits |
|
28,687 |
|
28.8 |
% |
27,158 |
|
29.1 |
% |
1,529 |
|
5.6 |
% | |||
Other |
|
10,349 |
|
10.4 |
% |
10,579 |
|
11.4 |
% |
(230 |
) |
-2.2 |
% | |||
Total general and administrative expenses |
|
39,036 |
|
39.2 |
% |
37,737 |
|
40.5 |
% |
1,299 |
|
3.4 |
% | |||
Operating income before corporate expenses |
|
$ |
12,416 |
|
12.5 |
% |
$ |
8,749 |
|
9.4 |
% |
$ |
3,667 |
|
41.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Average number of locations |
|
160 |
|
|
|
172 |
|
|
|
(12 |
) |
-7.0 |
% | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
All payors: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Patient months |
|
80,982 |
|
|
|
79,188 |
|
|
|
1,794 |
|
2.3 |
% | |||
Admissions |
|
26,279 |
|
|
|
25,106 |
|
|
|
1,173 |
|
4.7 |
% | |||
Billable visits |
|
642,592 |
|
|
|
611,044 |
|
|
|
31,548 |
|
5.2 |
% | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Medicare: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Admissions (1) |
|
23,722 |
|
90 |
% |
22,461 |
|
89 |
% |
1,261 |
|
5.6 |
% | |||
Revenue (in thousands) |
|
$ |
95,122 |
|
96 |
% |
$ |
87,350 |
|
94 |
% |
$ |
7,772 |
|
8.9 |
% |
Revenue per admission |
|
$ |
4,010 |
|
|
|
$ |
3,889 |
|
|
|
$ |
121 |
|
3.1 |
% |
Billable visits (1) |
|
584,438 |
|
91 |
% |
552,401 |
|
90 |
% |
32,037 |
|
5.8 |
% | |||
Recertifications |
|
11,927 |
|
|
|
11,915 |
|
|
|
12 |
|
0.1 |
% | |||
Payor mix % of Admissions |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Traditional Medicare Episodic |
|
84.1 |
% |
|
|
83.3 |
% |
|
|
0.8 |
% |
|
| |||
Replacement Plans Paid Episodically |
|
4.0 |
% |
|
|
3.1 |
% |
|
|
0.9 |
% |
|
| |||
Replacement Plans Paid Per Visit |
|
11.9 |
% |
|
|
13.6 |
% |
|
|
-1.7 |
% |
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Non-Medicare: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Admissions (1) |
|
2,557 |
|
10 |
% |
2,645 |
|
11 |
% |
(88 |
) |
-3.3 |
% | |||
Revenue (in thousands) |
|
$ |
4,414 |
|
4 |
% |
$ |
5,822 |
|
6 |
% |
$ |
(1,408 |
) |
-24.2 |
% |
Revenue per admission |
|
$ |
1,726 |
|
|
|
$ |
2,201 |
|
|
|
$ |
(475 |
) |
-21.6 |
% |
Billable visits (1) |
|
58,154 |
|
9 |
% |
58,643 |
|
10 |
% |
(489 |
) |
-0.8 |
% | |||
Recertifications |
|
427 |
|
|
|
464 |
|
|
|
(37 |
) |
-8.0 |
% | |||
Payor mix % of Admissions |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Medicaid & other governmental |
|
30.8 |
% |
|
|
21.3 |
% |
|
|
9.5 |
% |
|
| |||
Private payors |
|
69.2 |
% |
|
|
78.7 |
% |
|
|
-9.5 |
% |
|
|
(1) Percentages pertain to percentage of total admissions or total billable visits, as applicable.
VN segment revenue increased by $6.4 million to $99.5 million from $93.2 million in the prior year period primarily due to higher volumes. Medicare reimbursement changes increased revenue and contribution by $0.6 million.
Improved VN segment cost controls, in particular tighter adherence to agency-level labor staffing standards, increased the efficiency of care delivery and lowered both Cost of service revenues and General and administrative expenses as a percent of Net service revenues.
As a result, VN segment operating income before corporate expenses improved to $12.4 million from $8.7 million in the prior year period, while VN segment operating income as percentage of revenue increased to 12.5% from 9.4% in the prior year period.
Personal Care Segment
|
|
Period Ended |
|
Three Months Ended |
|
|
|
|
| |||||||
|
|
2015 |
|
2014 |
|
Change |
| |||||||||
(In thousands, except for statistics) |
|
Amount |
|
% Rev |
|
Amount |
|
% Rev |
|
Amount |
|
% |
| |||
Net service revenues |
|
$ |
28,761 |
|
100.0 |
% |
$ |
26,860 |
|
100.0 |
% |
$ |
1,901 |
|
7.1 |
% |
Cost of service revenues |
|
20,197 |
|
70.2 |
% |
18,749 |
|
69.8 |
% |
1,448 |
|
7.7 |
% | |||
Gross margin |
|
8,564 |
|
29.8 |
% |
8,111 |
|
30.2 |
% |
453 |
|
5.6 |
% | |||
General and administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Salaries and benefits |
|
3,912 |
|
13.6 |
% |
3,482 |
|
13.0 |
% |
430 |
|
12.3 |
% | |||
Other |
|
1,792 |
|
6.2 |
% |
1,990 |
|
7.4 |
% |
(198 |
) |
-9.9 |
% | |||
Total general and administrative expenses |
|
5,704 |
|
19.8 |
% |
5,472 |
|
20.4 |
% |
232 |
|
4.2 |
% | |||
Operating income before corporate expenses |
|
$ |
2,860 |
|
9.9 |
% |
$ |
2,639 |
|
9.8 |
% |
$ |
221 |
|
8.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Average number of locations |
|
61 |
|
|
|
61 |
|
|
|
|
|
0.0 |
% | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Admissions |
|
22,766 |
|
|
|
21,857 |
|
|
|
909 |
|
4.2 |
% | |||
Patient months of care |
|
1,427 |
|
|
|
1,519 |
|
|
|
(92 |
) |
-6.1 |
% | |||
Billable hours |
|
1,286,884 |
|
|
|
1,287,290 |
|
|
|
(406 |
) |
0.0 |
% | |||
Revenue per billable hour |
|
$ |
22.35 |
|
|
|
$ |
20.87 |
|
|
|
$ |
1.48 |
|
7.1 |
% |
Net service revenues increased $1.9 million, or 7.1%, to $28.8 million in 2015 from $26.9 million in 2014 on higher volumes and mix changes. Cost of service revenues as a percentage of Net service revenues increased slightly to 70.2% in 2015 from 69.8% in 2014, primarily due to changes in business mix.
Total General and administrative expenses as a percent of net service revenues decreased to 19.8% in 2015 from 20.4% in 2014, primarily due to a $0.2 million decrease in bad debt provision as a result of collection of certain older accounts during the current quarter.
As a result, PC segment operating income before corporate expenses increased to $2.9 million from $2.6 million in 2014, while operating income before corporate expenses as percentage of revenue increased 0.1%.
Liquidity and Capital Resources
Revolving Credit Facility
At April 3, 2015, we had a $175 million senior secured revolving credit facility with JP Morgan Chase Bank, NA, as Administrative Agent, Bank of America, as Syndication Agent, and certain other lenders (the Facility). The Facility consists of a $175 million credit line with a maturity date of November 15, 2020 and an accordion feature providing for potential future expansion of the Facility to $250 million. Borrowings (other than letters of credit) under the credit facility generally will bear interest at a rate varying from the London Interbank Offered Rate (LIBOR) plus 1.75% to LIBOR rate plus 3.00%, depending on leverage. The Facility is secured by substantially all of our assets and the stock of our subsidiaries.
Borrowings under the Facility are subject to various covenants including a multiple of 3.5 times earnings before interest, taxes, depreciation and amortization (EBITDA). EBITDA may include Acquired EBITDA from pro-forma acquisitions as defined. Borrowings under the New Facility may be used for
general corporate purposes, including acquisitions. Application of the Facilitys borrowing formula as of April 3, 2015, permitted $79 million to be used. We had irrevocable letters of credit totaling $7.5 million outstanding in connection with our self-insurance programs, which resulted in a total of $73.0 million being available for use at April 3, 2015. As of April 3, 2015, we were in compliance with the various financial covenants. Under the most restrictive of its covenants, we were required to maintain minimum net worth of at least $167.3 million at April 3, 2015. At such date, our net worth was approximately $233.9 million.
We believe that this facility plus cash on hand will be sufficient to fund our operating needs for at least the next year. We will continue to evaluate additional capital, including possible debt and equity investments in the Company, to support a more rapid development of the business than would be possible with internal funds.
Cash Flows
Key elements to the Consolidated Statements of Cash Flows for the period ended April 3, 2015 and the three months ended March 31, 2014 were:
Net Change in Cash and Cash Equivalents (in thousands) |
|
2015 |
|
2014 |
| ||
(Used in) provided by: |
|
|
|
|
| ||
Operating activities |
|
$ |
(3,809 |
) |
$ |
(11 |
) |
Investing activities |
|
(4,401 |
) |
(350 |
) | ||
Financing activities |
|
7,263 |
|
(3,660 |
) | ||
Discontinued operations activities |
|
21 |
|
134 |
| ||
Net change in cash and cash equivalents |
|
$ |
(926 |
) |
$ |
(3,887 |
) |
2015
Net cash used in operating activities resulted primarily from current period net income of $4.0 million plus certain non-cash items, net of changes in accounts receivable, accounts payable and accrued expenses. Accounts receivable days sales outstanding, which were 62 at April 3, 2015 and 55 at December 31, 2014 increased due to collection delays, primarily in the PC segment, due to changes in patient enrollment and billing requirements enacted by the Medicaid managed care providers in the states of Tennessee and Ohio.
Cash used in investing activities was primarily due to our March 1, 2015 acquisition the stock of WillCares Ohio operations for $3 million. In addition, our Healthcare innovations segment made a $1.0 million cost basis investment and the remainder was due to capital expenditures.
Cash provided by financing activities was primarily related to an $8.7 million net line of credit borrowings which was partially offset by cash used to increase and extend our credit facility in the first quarter of 2015.
2014
Net cash used in operating activities resulted primarily from current period net income of $1.2 million plus certain non-cash items, net of changes in accounts receivable, accounts payable and accrued expenses. The decrease from 2013 is primarily due to a decrease in accounts payable and accrued expenses acquired in the SunCrest acquisition along with a slight increase in accounts receivable days revenues outstanding, which was 47 at March 31, 2014 and 46 at December 31, 2013.
The cash used in investing activities was primarily due to capital expenditures, while cash used in financing activities was primarily related to a $3.0 million payment on the line of credit drawn with the SunCrest acquisition.
Impact of Inflation
Management does not believe that inflation has had a material effect on income during the past several years.
Non-GAAP Financial Measure
The information provided in some of the tables use certain non-GAAP financial measures as defined under SEC rules. In accordance with SEC rules, the Company has provided, in the supplemental information below, a reconciliation of those measures to the most directly comparable GAAP measures.
Adjusted Earnings from Home Health Operations
Adjusted earnings from home health operations (Adjusted Earnings-HHO) is not a measure of financial performance under accounting principles generally accepted in the United States of America (US GAAP). It should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities, or any other measure calculated in accordance with generally accepted accounting principles. We believe the use of non-GAAP measures on a consolidated and business segment basis assists investors in understanding the ongoing operating performance by presenting comparable financial results between periods. The non-GAAP information provided is used by us and may not be determined in a manner consistent with the methodologies used by other companies.
|
|
Period Ended |
|
Three Months |
| ||
(in thousands) |
|
2015 |
|
2014 |
| ||
Net income attributable to Almost Family, Inc. |
|
$ |
4,394 |
|
$ |
1,273 |
|
|
|
|
|
|
| ||
Addbacks: |
|
|
|
|
| ||
Deal, transition and other, net of tax |
|
242 |
|
1,853 |
| ||
Loss on discontinued operations, net of tax |
|
(5 |
) |
70 |
| ||
Adjusted earnings |
|
4,631 |
|
3,196 |
| ||
Healthcare Innovations operating loss after Noncontrolling interest, net of tax |
|
189 |
|
93 |
| ||
Adjusted Earnings-HHO |
|
$ |
4,820 |
|
$ |
3,289 |
|
|
|
|
|
|
| ||
Per share amounts-basic: |
|
|
|
|
| ||
Average shares outstanding |
|
9,353 |
|
9,293 |
| ||
|
|
|
|
|
| ||
Net income attributable to Almost Family, Inc. |
|
$ |
0.47 |
|
$ |
0.13 |
|
|
|
|
|
|
| ||
Addbacks: |
|
|
|
|
| ||
Deal, transition and other, net of tax |
|
0.03 |
|
0.20 |
| ||
Loss on discontinued operations, net of tax |
|
(0.00 |
) |
0.01 |
| ||
Adjusted earnings |
|
0.50 |
|
0.34 |
| ||
Healthcare Innovations operating loss after Noncontrolling interest, net of tax |
|
0.02 |
|
0.01 |
| ||
Adjusted Earnings-HHO |
|
$ |
0.52 |
|
$ |
0.35 |
|
|
|
|
|
|
| ||
Per share amounts-diluted: |
|
|
|
|
| ||
Average shares outstanding |
|
9,521 |
|
9,426 |
| ||
|
|
|
|
|
| ||
Net income attributable to Almost Family, Inc. |
|
$ |
0.46 |
|
$ |
0.13 |
|
|
|
|
|
|
| ||
Addbacks: |
|
|
|
|
| ||
Deal, transition and other, net of tax |
|
0.03 |
|
0.20 |
| ||
Loss on discontinued operations, net of tax |
|
(0.00 |
) |
0.01 |
| ||
Adjusted earnings |
|
0.49 |
|
0.34 |
| ||
Healthcare Innovations operating loss after Noncontrolling interest, net of tax |
|
0.02 |
|
0.01 |
| ||
Adjusted Earnings-HHO |
|
$ |
0.51 |
|
$ |
0.35 |
|
Adjusted EBITDA from Home Health Operations
Adjusted earnings before interest, income tax, depreciation, amortization, amortization of stock-based compensation, Healthcare Innovations operating loss and deal, transition and other from Home Health Operations (Adjusted EBITDA-HHO) is not a measure of financial performance under U.S. GAAP. It should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities, or any other measure calculated in accordance with generally accepted accounting principles. The items excluded from Adjusted EBITDA-HHO are significant components in understanding and evaluating financial performance and liquidity. Management routinely calculates and communicates Adjusted EBITDA-HHO and believes that it is useful to investors because it is commonly used as an analytical indicator within our industry to evaluate performance, measure leverage capacity and debt service ability, and to estimate current or prospective enterprise value. Adjusted EBITDA is used in certain covenants contained in our Credit Facility.
The following table sets forth a reconciliation of net income to Adjusted EBITDA-HHO as of April 3 (in thousands):
|
|
Period Ended |
|
Three Months |
| ||
(in thousands) |
|
2015 |
|
2014 |
| ||
Net income from continuing operations |
|
$ |
4,024 |
|
$ |
1,154 |
|
Add back: |
|
|
|
|
| ||
Interest expense |
|
360 |
|
347 |
| ||
Income tax expense |
|
2,987 |
|
817 |
| ||
Depreciation and amortization |
|
918 |
|
1,102 |
| ||
Stock-based compensation from home health operations |
|
520 |
|
414 |
| ||
Deal and transition costs |
|
406 |
|
3,115 |
| ||
Adjusted EBITDA |
|
9,215 |
|
6,949 |
| ||
Healthcare Innovation operating loss |
|
618 |
|
290 |
| ||
Adjusted EBITDA from home health operations |
|
$ |
9,833 |
|
$ |
7,239 |
|
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Derivative Instruments
The Company does not use derivative instruments.
Market Risk of Financial Instruments
Our primary market risk exposure with regard to financial instruments is to changes in interest rates on long-term obligations.
At April 3, 2015, a hypothetical 100 basis point increase in short-term interest rates would result in a reduction of approximately $551,000 in our quarter pre-tax earnings.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures As of April 3, 2015, the Companys management, with participation of the Companys Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of the Companys disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e). Based on that evaluation, the Chief Executive Officer and Principal Financial Officer concluded that the Companys disclosure controls and procedures were effective as of April 3, 2015.
Changes in Internal Control Over Financial Reporting - There were no changes in the Companys internal control over financial reporting during the first quarter of 2015, that have materially affected, or are reasonably likely to materially affect, Almost Family, Inc.s internal control over financial reporting.
From time to time, we are subject to various legal actions arising in the ordinary course of our business, including claims for damages for personal injuries. In our opinion, after discussion with legal counsel, the ultimate resolution of any of these pending ordinary course claims and legal proceedings will not have a material effect on our financial position or results of operations.
Information regarding risk factors appears in our Form 10-K for the year ending December 31, 2014, under the heading Special Caution Regarding Forward Looking Statements and in the Form 10-K Part I, Item 1A. Risk Factors. There have been no material changes from the risk factors disclosed in our Form 10-K, except as outlined below:
We have a significant dependence on state Medicaid reimbursement programs
We have a significant dependence, primarily in our personal care segment, on state Medicaid reimbursement programs in Ohio, Connecticut, Tennessee and Kentucky which represent approximately 8.8%, 5.5%, 3.2% and 1.8% of our consolidated revenues. Annual legislative and regulatory budget processes are currently underway in advance of the start of the states 2016 fiscal years, which begin July 1, 2015, that provide a variety of possible outcomes including rate cuts for certain services, rate increases for other services and changes in utilization of various services. We are currently unable to predict what changes, if any, may result from these processes however it is possible that such changes as may be enacted could materially impact our PC segment results. We continuously work to evaluate the implications of these proposed changes and to develop appropriate courses of action for the Company. However, we may be unable to take actions to mitigate any, or all, of any negative implications of these proposed changes when and if enacted.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities (1) |
| |||||||||
Period |
|
(a) Total |
|
(b) Average |
|
c) Total Number of |
|
(d) Maximum Number |
| |
Month #1 -January 1, 2015 - January 30, 2015 |
|
|
|
$ |
|
|
|
|
|
|
Month #2 -January 31, 2015 - February 27, 2015 |
|
7,933 |
|
$ |
33.20 |
|
|
|
|
|
Month #3 -February 27, 2015 - April 3, 2015 |
|
324 |
|
$ |
37.28 |
|
|
|
|
|
Total |
|
8,257 |
|
$ |
33.36 |
|
|
|
|
|
(1) Shares were submitted by employees in lieu of tax withholding that would have otherwise been due
on vesting of restricted shares approved by the Companys Board of Directors.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
Change in Fiscal Year
On May 4, 2015, the Board of Directors of the Company approved a change in the Companys accounting period for the current fiscal year and subsequent fiscal years from a calendar year to a 52-53 week fiscal year that ends on the Friday closest to December 31st. Under the 52-53 fiscal reporting calendar, the Company will report its annual results going forward in four equal 13-week quarters. Every fifth year, one quarter will include 14 weeks and that year will include 53 weeks of operating results. The Company will not be required to file a transition report in connection with the change in fiscal year.
Once fully adopted, this approach will help minimize the impact of calendar differences when comparing different historical periods. As a result of this change the first quarter of 2015 includes the 13 week and 2 day period from January 1, 2015 to April 3, 2015 which is 2 more days than each 13 week quarter to be reported in the future.
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Almost Family, Inc. (the Company) held on May 4, 2015, the stockholders elected each of the Companys nominees for director to serve for terms of one year and until their successors are elected and qualified. Stockholders also (i) ratified the appointment of independent auditors, Ernst & Young LLP, for the year ended December 31, 2015, and (ii) approved, on an advisory basis, the compensation of the Companys named executive officers as disclosed in the Companys proxy statement.
The following table shows the final voting results for the Annual Meeting of Stockholders:
Proposal 1: Election of Directors to hold office for a one-year term expiring at the annual meeting in 2016:
Director |
|
Votes Received |
|
Votes Withheld |
|
|
|
|
|
|
|
William B. Yarmuth |
|
6,909,957 |
|
251,207 |
|
Steven B. Bing |
|
6,909,180 |
|
251,984 |
|
Donald G. McClinton |
|
6,911,698 |
|
249,466 |
|
Tyree G. Wilburn |
|
6,877,484 |
|
283,680 |
|
Jonathan D. Goldberg |
|
6,496,721 |
|
664,443 |
|
W. Earl Reed, III |
|
6,877,549 |
|
283,615 |
|
Henry M. Altman, Jr. |
|
6,497,920 |
|
663,244 |
|
There were 1,318,999 broker non-votes for each director nominee.
Proposal 2: The ratification of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2015:
For: |
|
8,206,251 |
|
Against: |
|
259,810 |
|
Abstained: |
|
14,102 |
|
Broker Non-Votes: |
|
0.00 |
|
Proposal 3: The advisory vote to approve executive compensation:
For: |
|
6,767,662 |
|
Against: |
|
323,641 |
|
Abstained: |
|
69,861 |
|
Broker Non-Votes: |
|
1,318,999 |
|
31.1
Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certifications of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
Financial statements from the quarterly report on Form 10-Q of Almost Family, Inc. for the quarter ended April 3, 2015, filed on May 6, 2015, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.
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.
|
ALMOST FAMILY, INC. | |
|
|
|
Date May 6, 2015 |
By: |
/s/ William B. Yarmuth |
|
|
William B. Yarmuth |
|
|
Chairman of the Board and Chief Executive Officer |
|
|
|
|
|
|
|
By: |
/s/ C. Steven Guenthner |
|
|
C. Steven Guenthner |
|
|
President and |
|
|
Principal Financial Officer |