XNAS:AFAM Almost Family Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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Table of Contents

 

 

 

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 March 31, 2012

 

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

 


 

GRAPHIC

 

ALMOST FAMILY, INC.

(Exact name of Registrant as specified in its charter)

 


 

Delaware

 

06-1153720

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification
Number)

 

9510 Ormsby Station Road, Suite 300, Louisville, Kentucky 40223

(Address of principal executive offices)

 

(502) 891-1000

(Registrant’s 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 ¨

 

Accelerated filer x

 

 

 

Non-accelerated filer ¨

 

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 issuer’s classes of common stock, as of the latest practicable date.

Class of Common Stock    $0.10 par value

Shares outstanding at May 1, 2012  9,320,317

 

 

 



Table of Contents

 

ALMOST FAMILY, INC. AND SUBSIDIARIES

 

FORM 10-Q

 

INDEX

 

PART I. FINANCIAL INFORMATION

3

 

 

 

Item 1.

Financial Statements. Consolidated Financial Statements and Supplementary Data (unaudited except December 31, 2011 Consolidated Balance Sheet)

3

 

 

 

 

Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011

3

 

 

 

 

Consolidated Statements of Income for the Three Months Ended March 31, 2012 and 2011

4

 

 

 

 

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011

5

 

 

 

 

Notes to Consolidated Financial Statements

6

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

19

 

 

 

Item 4.

Controls and Procedures

20

 

 

 

PART II. OTHER INFORMATION

21

 

 

 

Item 1.

Legal Proceedings

21

 

 

 

Item 1A.

Risk Factors

21

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

22

 

 

 

Item 3.

Defaults Upon Senior Securities

23

 

 

 

Item 4.

Mine Safety Disclosures

23

 

 

 

Item 5.

Other Information

23

 

 

 

Item 6.

Exhibits

23

 

2



Table of Contents

 

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

 

ALMOST FAMILY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

(In thousands)

 

 

 

March 31, 2012

 

 

 

 

 

(UNAUDITED)

 

December 31, 2011

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

37,292

 

$

33,693

 

Accounts receivable - net

 

48,372

 

45,166

 

Prepaid expenses and other current assets

 

6,252

 

6,437

 

Deferred tax assets

 

7,818

 

7,470

 

TOTAL CURRENT ASSETS

 

99,734

 

92,766

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT - NET

 

5,167

 

5,229

 

GOODWILL

 

132,946

 

132,653

 

OTHER INTANGIBLE ASSETS

 

19,693

 

19,709

 

OTHER ASSETS

 

478

 

465

 

 

 

$

258,018

 

$

250,822

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

5,633

 

$

6,489

 

Accrued other liabilities

 

25,258

 

21,129

 

Current portion - notes payable

 

1,200

 

1,200

 

TOTAL CURRENT LIABILITIES

 

32,091

 

28,818

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

Notes payable

 

1,125

 

1,125

 

Deferred tax liabilities

 

14,287

 

13,631

 

Other liabilities

 

833

 

951

 

TOTAL LONG-TERM LIABILITIES

 

16,245

 

15,707

 

TOTAL LIABILITIES

 

48,336

 

44,525

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

Preferred stock, par value $0.05; authorized 2,000 shares; none issued or outstanding

 

 

 

Common stock, par value $0.10; authorized 25,000; 9,409 and 9,381 issued and outstanding

 

941

 

938

 

Treasury stock, at cost, 89 and 13 shares

 

(2,252

)

(431

)

Additional paid-in capital

 

100,949

 

100,678

 

Retained earnings

 

110,044

 

105,112

 

TOTAL STOCKHOLDERS’ EQUITY

 

209,682

 

206,297

 

 

 

$

258,018

 

$

250,822

 

 

See accompanying Notes to Consolidated Financial Statements.

 

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Table of Contents

 

ALMOST FAMILY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(In thousands, except per share data)

 

 

 

Three Months Ended March 31,

 

 

 

2012

 

2011

 

Net service revenues

 

$

89,950

 

$

82,594

 

Cost of service revenues (excluding depreciation and amortization)

 

45,767

 

38,965

 

Gross margin

 

44,183

 

43,629

 

General and administrative expenses:

 

 

 

 

 

Salaries and benefits

 

25,281

 

24,339

 

Other

 

10,904

 

9,687

 

Total general and administrative expenses

 

36,185

 

34,026

 

Operating income

 

7,998

 

9,603

 

Interest expense, net

 

(38

)

(55

)

Income before income taxes

 

7,960

 

9,548

 

Income tax expense

 

(3,028

)

(3,843

)

Net income

 

$

4,932

 

$

5,705

 

 

 

 

 

 

 

Per share amounts-basic:

 

 

 

 

 

Average shares outstanding

 

9,268

 

9,205

 

Net income

 

$

0.53

 

$

0.62

 

 

 

 

 

 

 

Per share amounts-diluted:

 

 

 

 

 

Average shares outstanding

 

9,334

 

9,329

 

Net income

 

$

0.53

 

$

0.61

 

 

See accompanying Notes to Consolidated Financial Statements.

 

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ALMOST FAMILY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

 

 

 

Three Months Ended March 31,

 

 

 

2012

 

2011

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

4,932

 

$

5,705

 

Adjustments to reconcile income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

622

 

745

 

Provision for uncollectible accounts

 

1,020

 

605

 

Stock-based compensation

 

361

 

392

 

Deferred income taxes

 

310

 

1,592

 

 

 

7,245

 

9,039

 

Change in certain net assets and liabilities, net of the effects of acquisitions:

 

 

 

 

 

Decrease (increase) in:

 

 

 

 

 

Accounts receivable

 

(4,226

)

(1,939

)

Prepaid expenses and other current assets

 

(151

)

248

 

Other assets

 

(14

)

(14

)

Increase in:

 

 

 

 

 

Accounts payable and accrued expenses

 

3,149

 

929

 

Net cash provided by operating activities

 

6,003

 

8,263

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures

 

(496

)

(434

)

Net cash used in investing activities

 

(496

)

(434

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from exercise of stock options

 

 

43

 

Stock redemptions

 

(1,821

)

(391

)

Tax benefit from share awards

 

(87

)

1,592

 

Principal payments on capital leases and notes payable

 

 

(1,554

)

Net cash used in financing activities

 

(1,908

)

(310

)

 

 

 

 

 

 

Net change in cash and cash equivalents

 

3,599

 

7,519

 

Cash and cash equivalents at beginning of period

 

33,693

 

47,943

 

Cash and cash equivalents at end of period

 

$

37,292

 

$

55,462

 

 

 

 

 

 

 

Summary of non-cash investing and financing activities:

 

 

 

 

 

Settlement of Directors Deferred Compensation Plan

 

$

 

$

501

 

 

See accompanying Notes to Consolidated Financial Statements.

 

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ALMOST FAMILY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Unless otherwise indicated, all dollars and share amounts are in thousands)

 

1.             Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements for the three months ended March 31, 2012 and 2011 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  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”) Form 10-K for the year ended December 31, 2011 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 March 31, 2012 and the results of operations and cash flows for the three month period ended March 31, 2012.  The results of operations for the three month period ended March 31, 2012 are not necessarily indicative of the operating results for the year.

 

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

 

In May 2011, the FASB issued Accounting Standards Update No. (ASU) 2011-04, Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in US GAAP and IFRS.  The amendments in ASU 2011-04 change the wording used to describe many of the requirements in U.S. Generally Accepted Accounting Principles (GAAP) for measuring fair value and for disclosing information about fair value measurements.  ASU 2011-08 was effective for the Company beginning January 1, 2012.  The adoption of ASU 2011-08 did not impact the consolidated financial statements.

 

In July 2011, the FASB issued ASU 2011-07, Health Care Entities (Topic 954): Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts for Certain Health Care Entities.  Under ASU 2011-07, only health care organizations (HCOs) that do not assess the collectability of a receivable before recognizing revenue will present their provision for bad debt related to patient service revenue as a deduction from revenue on the face of the statement of operations.  ASU 2011-07 also requires and expands qualitative and quantitative disclosures about changes in the allowance.  For certain HCOs, the guidance may result in the provision for bad debts being presented in two separate lines, a contra-revenue line for bad debts related to patient services and an expense line for bad debts related to all other sources of income.  The amendments to the presentation of the provision for bad debts related to patient service revenue in the statement of operations are applied retrospectively to all prior periods presented, while required disclosures are provided prospectively.  ASU 2011-07 was effective for the Company beginning January 1, 2012.  The adoption of this standard did not impact the consolidated financial statements, as the Company does not recognize significant revenue without assessing a customer’s ability to pay.

 

In September 2011, the FASB issued ASU 2011-08: Intangibles — Goodwill and Other (Topic 350) which amends current guidance to allow companies to first perform a qualitative assessment to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. ASU 2011-08 was effective for the Company beginning January 1, 2012.  The adoption of ASU 2011-08 did not impact the consolidated financial statements.

 

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Financial Statement Reclassifications

 

Certain amounts have been reclassified in the 2011 consolidated financial statements and related notes in order to conform to the 2012 presentation. Such reclassifications had no effect on previously reported net income.

 

2.           Segment Data

 

The Company has two reportable segments, Visiting Nurse (VN) and Personal Care (PC), and has service locations in Florida, Ohio, Kentucky, Connecticut, New Jersey, Massachusetts, Missouri, Alabama, Illinois, Indiana and Pennsylvania.  Reportable segments have been identified based upon how management has organized the business by services provided to customers and the criteria in ASC 280, Segment Reporting.  The Company does not allocate certain expenses to the reportable segments.  These expenses are included in corporate expenses below.

 

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. VN Medicare revenues are generated on a per episode basis rather than a fee per visit or day of care. Approximately 92% of the VN segment revenues are generated from the Medicare program while the balance is generated from Medicaid and private insurance programs.

 

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 85% 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.

 

 

 

Three Months Ended March 31,

 

 

 

2012

 

2011

 

Net service revenues:

 

 

 

 

 

Visiting Nurse

 

$

70,704

 

$

72,690

 

Personal Care

 

19,246

 

9,904

 

 

 

89,950

 

82,594

 

Operating income before corporate expenses:

 

 

 

 

 

Visiting Nurse

 

11,049

 

13,032

 

Personal Care

 

2,452

 

1,459

 

 

 

 13,501

 

14,491

 

Corporate expenses

 

5,503

 

4,888

 

Operating income

 

$

7,998

 

$

9,603

 

 

 

 

 

 

 

Interest expense, net

 

(38

)

(55

)

Income tax expense

 

(3,028

)

(3,843

)

Net income

 

$

4,932

 

$

5,705

 

 

3.             Capitalized Software Development Costs

 

The Company capitalizes the cost of internally generated computer software developed for the Company’s own use. Software development costs of approximately $110 and $154 were capitalized in the three months ended March 31, 2012 and 2011, respectively.  Capitalized software development costs are amortized over a three-year period following the initial implementation of the software.

 

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4.             Goodwill and Other Intangible Assets

 

Goodwill and other intangible assets acquired are stated at fair value at date of acquisition.  Subsequent to its acquisitions, 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 as of December 31, 2011 and determined that no impairment existed.

 

The following table summarizes the activity related to goodwill and other intangible assets for 2012:

 

 

 

 

 

Other Intangible Assets

 

 

 

Goodwill

 

Certificates
of Need and
licenses

 

Trade
Names

 

Non-compete
Agreements

 

Total

 

Balances at 12-31-11

 

$

132,653

 

$

9,091

 

$

10,421

 

$

197

 

$

19,709

 

Additions

 

293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

 

 

 

(16

)

(16

)

Balances at 3-31-12

 

$

132,946

 

$

9,091

 

$

10,421

 

$

181

 

$

19,693

 

 

Of total goodwill, $102,207 and $30,739 relates to the VN segment and the PC segment, respectively. Current period additions pertain to adjustments of purchase price related to the Company’s August 2011 acquisition of Cambridge Home Health Care Holdings, Inc. Amortization expense recognized on finite-lived intangible assets for the first quarter of 2012 and 2011 was $16 and $27, respectively.

 

5.             Revolving Credit Facility

 

At March 31, 2012, the Company had a $125 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 $125 million credit line with a maturity date of December 2, 2015 and an “accordion” feature providing for potential future expansion of the Facility to $175 million.  Borrowings (other than letters of credit) under the credit facility are at either the bank’s prime rate plus a margin (ranging from 1.25% to 2.25%, currently 1.25%) or LIBOR plus a margin (ranging from 2.25% to 3.25%, currently 2.25%).  The margin for prime rate or LIBOR borrowings is determined by the Company’s leverage.  Borrowings under the Facility are secured by a first priority perfected security interest in all tangible and intangible assets of the Company, and all existing and future direct and indirect subsidiaries of the Company, as guarantors.

 

The weighted average prime rate-based interest rates were 4.50% for the three months ended March 31, 2012 and 2011.  The weighted average LIBOR rates were 2.76% and 2.56% for the three months ended March 31, 2012 and 2011, respectively.  The Company pays a quarterly commitment fee of 0.30% to 0.50% on the average daily unused facility balance based on leverage. Borrowings are subject to various covenants including a multiple of 3.0 times earnings before interest, income tax, depreciation and amortization (“EBITDA”).  “EBITDA” may include “Acquired EBITDA” from pro-forma acquisitions pursuant to a calculation rider, up to 50% of “Adjusted EBITDA”, as defined.  Borrowings under the Facility may be used for general corporate purposes, including acquisitions. As of March 31, 2012, the formula permitted all $125 million to be used, of which no amounts were outstanding.  The Company had irrevocable letters of credit totaling $5.7 million outstanding in connection with the Company’s self-insurance programs, which resulted in a total of $119.3 million being available for use at March 31, 2012. As of March 31, 2012, the Company was in compliance with the Facility’s various financial covenants. Under the most restrictive of its covenants, the Company was required to maintain minimum net worth of at least $150.3 million at March 31, 2012.  At such date, the Company’s net worth was approximately $209.7 million.

 

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6.             Fair Value Measurements

 

The Company’s 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 Company’s 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 cliff vest on the third anniversary, while option share awards vest annually in 25% increments over four years.  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

 

Options

 

 

 

Shares

 

Wtd Avg. Grant
Price

 

Shares

 

Wtd Avg. Ex.
Price

 

December 31, 2011

 

71

 

$

37.85

 

292

 

$

25.15

 

 

 

 

 

 

 

 

 

 

 

Granted

 

29

 

24.16

 

60

 

24.16

 

Vested or Exercised

 

(17

)

20.13

 

 

 

Forfeited

 

 

 

(3

)

(20.19

)

March 31, 2012

 

83

 

$

34.13

 

349

 

$

25.03

 

 

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:

 

 

 

Three Months Ended March 31,

 

 

 

2012

 

2011

 

Basic weighted average outstanding shares

 

9,268

 

9,205

 

Add common equivalent shares representing shares issuable upon exercise of dilutive awards

 

66

 

124

 

Diluted weighted average number of shares

 

9,334

 

9,329

 

 

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 $400 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 $100, 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 March 31,

 

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2012 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 Company’s directors and officers, including certain securities actions, with deductibles ranging from $100 to $250 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 as required by ASU 2010-24, has recorded 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 Company’s results of operations and financial condition.

 

Legal Proceedings & Investigations

 

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, the ultimate resolution of any of these ordinary course pending claims and legal proceedings will not have a material effect on the Company’s financial position or results of operations.

 

In addition as previously disclosed, the Company had previously been advised that a relator had filed a False Claims Act qui tam complaint regarding our visiting nurse operations in Birmingham, Alabama, and a different relator had filed a False Claims Act qui tam complaint regarding our Medicare practices at facilities in Tampa, Florida.  Following decisions by the Department of Justice not to join the cases, in April 2012, the Company was advised that the relators in both cases voluntarily filed for dismissal without prejudice, to which the government consented.  As a result, the Court dismissed both cases without prejudice.

 

As previously disclosed, the Company received a notice of investigation and a civil subpoena for documents from the Securities and Exchange Commission.  The Company is continuing to cooperate with the investigation.  The Company and its officers and directors responded to additional document requests from the SEC Staff.  In January 2012, the Staff took testimony of several officers and directors primarily with respect to their sales of common stock of the Company during May 2010.

 

As previously disclosed, four derivative complaints have been filed in Jefferson Circuit Court, Kentucky, against the members of the Company’s board of directors and chief financial officer. All four lawsuits named the Company as a nominal defendant.  All of the complaints refer to an April 27, 2010 The Wall Street Journal article and the subsequent governmental investigations.  On February 13, 2012, the independent directors filed a motion to dismiss the complaint because the plaintiffs failed to make any demand on the Board.  The officer defendants filed a separate motion to dismiss.  In April 2012, the plaintiffs filed a response to the defendants’ motions to dismiss.  The Company intends to respond within the allotted 30-day period.

 

As previously disclosed, a fifth derivative complaint involving Richard W. Carey was filed in U.S. District Court for the Western District of Kentucky.  The lawsuit names the Company as a nominal defendant and is substantially duplicative of the derivative complaint pending in the Jefferson Circuit Court.  The Court granted the defendants’ motion to stay the lawsuit pending further order of the Court.

 

As previously disclosed, four putative class action lawsuits pending against Almost Family in the U.S. District Court for the Western District of Kentucky were consolidated into a single class action lawsuit entitled In Re Almost Family Securities Litigation.  The Company and its officers filed a motion to dismiss the complaint.  On February 10, 2012, the Court entered an order dismissing the complaint with prejudice.  The plaintiffs did not appeal the dismissal.

 

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Table of Contents

 

The Company is unable to assess the probable outcome or potential liability, if any, arising from these unresolved matters.

 

10.          Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740, Income Taxes.  The Company’s effective income tax rates for the three month periods ended March 31, 2012 and 2011 were approximately 38.0% and 40.3%, respectively.  The change in rate was primarily due to a one-time benefit resulting from the release of a valuation allowance in conjunction with tax planning strategies completed during the first quarter of 2012 as well as a lower state tax rate from the Cambridge acquisition.

 

Certain tax authorities may periodically audit the Company.  Based on the Company’s evaluation, the Company concluded that no significant uncertain tax positions require recognition in the financial statements. 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 Company’s financial results and are classified as other general and administrative expenses in the consolidated statements of income.

 

11.          Subsequent Events

 

Management has evaluated all events and transactions that occurred after March 31, 2012.  The Company had no material subsequent events requiring recognition in the consolidated financial statements.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The Company

 

Almost Family, Inc. TM 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 Company’s 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;

·                  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 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 Company’s 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 Company’s actual results to differ materially from the results contemplated by the forward-looking statements, please refer to Item 1A. “Risk Factors” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K for year ended December 31, 2011 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K for the year ended December 31, 2011 for a detailed discussion of our critical accounting policies.

 

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Operating Segments

 

We have two reportable segments, Visiting Nurse (VN) and Personal Care (PC), and have service locations in Florida, Ohio, Kentucky, Connecticut, New Jersey Massachusetts, Missouri, Alabama, Illinois, Indiana, Pennsylvania (in order of revenue significance).  Reportable segments have been identified based upon how management has organized the business by services provided to customers and 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 day of care. Approximately 92% 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 generated on an hourly basis.  Approximately 85% of the PC segment revenues are generated from Medicaid and other government programs while the balance is generated from private insurance programs and private pay patients.

 

Certain general and administrative expenses incurred at the corporate level have not been allocated to the segments.

 

Health Care Reform Legislation and Medicare Regulations

 

The reader is encouraged to review our detailed discussion of Health Care Reform and Medicare Regulations in the similarly titled section in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual report on Form 10-K for year ended December 31, 2011 on file with the SEC.

 

As required annually, the Medicare Payment Advisory Commission (MedPac) updated its review of Medicare payment policies and issued its 2012 report to the Congress in March 2012.  The report includes payment policy recommendations for 10 of the health care provider sectors in fee-for-service Medicare, including home health.  MedPac’s 2012 home health industry recommendations were a reiteration of its 2011 recommendations previously disclosed in our Form 10-K for the year ended December 31, 2011.  As previously disclosed, we are unable to predict whether, when, or in what form the Congress or the Center for Medicare and Medicaid Services (CMS) might implement MedPac’s recommendations.

 

Governmental Inquiries and Shareholder Litigation

 

See Note 9 to the consolidated financial statements and Part II, Item 1 “Legal Proceedings” of this Form 10-Q for a discussion of certain governmental inquiries and subsequent related litigation.  The Company is unable to predict the outcome of these matters. However, the Company is incurring on-going expenses, net of insurance recoveries, if any, related to responding to these inquiries and complaints.

 

Seasonality

 

Our VN segment operations located in Florida 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.

 

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RESULTS OF OPERATIONS

THREE MONTHS

 

Consolidated

 

(In thousands)

 

 

 

Three Months Ended March 31,

 

 

 

2012

 

2011

 

Change

 

 

 

Amount

 

% Rev

 

Amount

 

% Rev

 

Amount

 

%

 

Net service revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Visiting Nurse

 

$

70,704

 

78.6

%

$

72,690

 

88.0

%

$

(1,986

)

-2.7

%

Personal Care

 

19,246

 

21.4

%

9,904

 

12.0

%

9,342

 

94.3

%

 

 

89,950

 

100.0

%

82,594

 

100.0

%

7,356

 

8.9

%

Operating income before corporate expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Visiting Nurse

 

11,049

 

15.6

%

13,032

 

17.9

%

(1,983

)

-15.2

%

Personal Care

 

2,452

 

12.7

%

1,459

 

14.7

%

993

 

68.1

%

 

 

13,501

 

15.0

%

14,491

 

17.5

%

(990

)

-6.8

%

Corporate expenses

 

5,503

 

6.1

%

4,888

 

5.9

%

615

 

12.6

%

Operating income

 

7,998

 

8.9

%

9,603

 

11.6

%

(1,605

)

-16.7

%

Interest expense, net

 

(38

)

0.0

%

(55

)

0.1

%

17

 

-30.9

%

Income tax expense

 

(3,028

)

3.4

%

(3,843

)

4.7

%

815

 

-21.2

%

Net income

 

$

4,932

 

5.5

%

$

5,705

 

6.9

%

$

(773

)

-13.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

$

8,981

 

10.0

%

$

10,740

 

13.0

%

$

(1,759

)

-16.4

%

 

Results for the first quarter of 2012 included both the impact of a Medicare reimbursement rate cut for 2012 which reduced consolidated and VN segment revenue and pre-tax operating income by $2.9 million and the results of our acquisition of Cambridge Home Health Care Holdings, Inc. (Cambridge), which closed on August 5, 2011.  The Cambridge acquisition increased first quarter 2012 consolidated net service revenue by $8.8 million, primarily in our PC segment.  Volume increases in both segments drove the remaining increase in consolidated net service revenue.

 

Operating income before corporate expenses during the first quarter of 2012 declined $1.0 million from the prior year quarter also primarily as a result of the VN segment’s Medicare rate cut and our Cambridge acquisition.  Refer to segment results for further discussion.

 

Corporate expenses in 2012 included $246 of Cambridge transition and acquisition-related costs, as well as additional investments in personnel to support line management and regulatory compliance.  The first quarter of 2011 included $60 and $428, respectively, for transition and acquisition related costs and for costs to respond to governmental inquiries and resulting litigation, net of anticipated insurance coverage.  Inquiry related costs for 2012 were not significant.

 

The effective tax rate was approximately 38.0% in the first quarter of 2012, down from 40.3% in the first quarter of 2011, primarily driven by a one-time benefit of $116 resulting from the release of a valuation allowance in conjunction with tax planning strategies completed during the first quarter of 2012, as well as a lower state tax rate from the Cambridge acquisition.

 

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Table of Contents

 

Visiting Nurse Segment

 

 

 

Three Months Ended March 31,

 

 

 

2012

 

2011

 

Change

 

(In thousands, except for statistics)

 

Amount

 

% Rev

 

Amount

 

% Rev

 

Amount

 

%

 

Net service revenues

 

$

70,704

 

100.0

%

$

72,690

 

100.0

%

$

(1,986

)

-2.7

%

Cost of service revenues

 

32,816

 

46.4

%

32,553

 

44.8

%

263

 

0.8

%

Gross margin

 

37,888

 

53.6

%

40,137

 

55.2

%

(2,249

)

-5.6

%

General and administrative expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

19,921

 

28.2

%

20,581

 

28.3

%

(660

)

-3.2

%

Other

 

6,918

 

9.8

%

6,524

 

9.0

%

394

 

6.0

%

Total general and administrative expenses

 

26,839

 

38.0

%

27,105

 

37.3

%

(266

)

-1.0

%

Operating income before corporate expenses

 

$

11,049

 

15.6

%

$

13,032

 

17.9

%

$

(1,983

)

-15.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average number of locations

 

110

 

 

 

91

 

 

 

19

 

20.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All payors:

 

 

 

 

 

 

 

 

 

 

 

 

 

Patients Months

 

55,202

 

 

 

52,486

 

 

 

2,716

 

5.2

%

Admissions

 

16,396

 

 

 

15,675

 

 

 

721

 

4.6

%

Billable Visits

 

480,118

 

 

 

479,807

 

 

 

311

 

0.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medicare Statistics:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue (in thousands)

 

$

64,784

 

91.6

%

$

67,304

 

92.6

%

$

(2,520

)

-3.7

%

Billable visits

 

401,892

 

 

 

407,502

 

 

 

(5,610

)

-1.4

%

Admissions

 

14,676

 

 

 

14,352

 

 

 

324

 

2.3

%

Recertifications

 

8,064

 

 

 

8,327

 

 

 

(263

)

-3.2

%

Episodes Completed

 

21,905

 

 

 

21,427

 

 

 

478

 

2.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue per completed episode

 

$

2,895

 

 

 

$

2,998

 

 

 

$

(103

)

-3.4

%

Visits per episode

 

18.0

 

 

 

18.0

 

 

 

 

0.0

%

 

VN segment net service revenues decreased $2.0 million or about 2.7% to $70.7 million in 2012 down from $72.7 million in 2011, primarily due to a $2.9 million Medicare rate cut.  Medicare admissions growth of 2.3% (1% organic) was partially offset by a 3.2% decline in recertifications resulting in only a small change in total Medicare episode volumes.

 

Cost of service revenues increased about 1%, consistent with visit volumes.  General and administrative salaries and benefits decreased by about $0.7 million primarily as a result of a focused effort to reduce labor costs relative to patients served.  General and administrative other expenses increased $0.4 million, or 6.0%, from 2011, substantially all of which was due to higher levels of bad debt provision on a modest increase in accounts receivable.

 

As a result, VN segment operating income before corporate expenses declined $2.0 million to $11.0 million from $13.0 million in 2011, while operating income before corporate expenses as a percent of revenues decreased to 15.6% in 2012 from 17.9% in 2011.

 

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Personal Care Segment

 

 

 

Three Months Ended March 31,

 

 

 

2012

 

2011

 

Change

 

(In thousands, except for statistics)

 

Amount

 

% Rev

 

Amount

 

% Rev

 

Amount

 

%

 

Net service revenues

 

$

19,246

 

100.0

%

$

9,904

 

100.0

%

$

9,342

 

94.3

%

Cost of service revenues

 

12,943

 

67.3

%

6,336

 

64.0

%

6,607

 

104.3

%

Gross margin

 

6,303

 

32.7

%

3,568

 

36.0

%

2,735

 

76.7

%

General and administrative expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

2,543

 

13.2

%

1,411

 

14.2

%

1,132

 

80.2

%

Other

 

1,308

 

6.8

%

698

 

7.0

%

610

 

87.4

%

Total general and administrative expenses

 

3,851

 

20.0

%

2,109

 

21.3

%

1,742

 

82.6

%

Operating income before corporate expenses

 

$

2,452

 

12.7

%

$

1,459

 

14.7

%

$

993

 

68.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average number of locations

 

60

 

 

 

23

 

 

 

37

 

160.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Admissions

 

1,364

 

 

 

781

 

 

 

583

 

74.6

%

Patient months of care

 

17,741

 

 

 

10,949

 

 

 

6,792

 

62.0

%

Patient days of care

 

253,832

 

 

 

140,631

 

 

 

113,201

 

80.5

%

Billable hours

 

1,031,841

 

 

 

551,514

 

 

 

480,327

 

87.1

%

Revenue per billable hour

 

$

18.65

 

 

 

$

17.96

 

 

 

$

0.69

 

3.9

%

 

Our PC segment’s first quarter of 2012 results include our Cambridge acquisition, which was effective August 5, 2011 and drove increases in net service revenues, gross margin and operating income before corporate expenses of $8.4 million, $2.7 million and $1.2 million, respectively.

 

Organic growth increased net service revenues by $0.7 million, while cost of service revenues as a percentage of net service revenues increased to 67.3% in the first quarter of 2012 from 64.0% in 2011 due to increased workers compensation provision of $0.3 in 2012 compared to 2011, excluding which cost of service revenue as a percent of net service revenue would have been 65.6%.  The remaining increase in cost of service revenues from 2011 was Cambridge related.

 

Salary and benefits in general and administrative expenses as a percent of net service revenue decreased 1% to 13.2% in 2012 from 14.2% in 2011 primarily due to the Cambridge acquisition.  Other general and administrative expenses also includes a $0.1 million increase in bad debt expense in 2012 from 2011.

 

As a result, PC segment operating income before corporate expenses increased to $2.5 million from $1.5 million in 2011.  Operating income before corporate expenses as a percent of revenues decreased to 12.7% in 2012 from 14.7% in 2011 primarily due to the higher workers compensation provision.

 

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Table of Contents

 

Insurance Programs

 

We bear significant insurance risk under our large-deductible workers’ compensation insurance program and our self-insured employee health program.  Under the workers’ compensation insurance program, we bear risk up to $400 per incident, after which stop-loss coverage is maintained.  We purchase stop-loss insurance for the employee health plan that places a specific limit, generally $100, on our exposure for any individual covered life.

 

Malpractice and general patient liability claims for incidents which may give rise to litigation have been asserted against us by various claimants.  The claims are in various stages of processing and some may ultimately be brought to trial.  We are aware of incidents that have occurred through March 31, 2012 that may result in the assertion of additional claims.  We currently carry professional and general liability insurance coverage (on a claims made basis) for this exposure with no deductible.  We also carry D&O coverage (also on a claims made basis) for potential claims against our directors and officers, including certain securities actions, with deductibles ranging from $100 to $250 per claim.

 

We record estimated liabilities for our 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.  We monitor our estimated insurance-related liabilities and recoveries, if any, on a monthly basis and as required by ASU 2010-24 record 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 our results of operations and financial condition.

 

Revolving Credit Facility

 

We have a $125 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 $125 million credit line with a maturity date of December 2, 2015 and an “accordion” feature providing for potential future expansion of the Facility to $175 million.  Borrowings (other than letters of credit) under the credit facility are made at either: a) the bank’s prime rate plus a margin (ranging from 1.25% to 2.25%, currently 1.25%) or b) LIBOR plus a margin (ranging from 2.25% to 3.25%, currently 2.25%).  The margin for prime rate or LIBOR borrowings is determined by our leverage.  Borrowings under the Facility are secured by a first priority perfected security interest in all our tangible and intangible assets, and all our existing and future direct and indirect subsidiaries, as guarantors.

 

The weighted average prime rate-based interest rates were 4.50% for the three months ended March 31, 2012 and 2011, respectively.  The weighted average LIBOR rates were 2.76% and 2.56% for the three months ended March 31, 2012 and 2011, respectively.  We pay a quarterly commitment fee of 0.30% to 0.50% on the average daily unused facility balance based on leverage. Borrowings are subject to various covenants including a multiple of 3.0 times earnings before interest, taxes, depreciation and amortization (“EBITDA”). “EBITDA” may include “Acquired EBITDA” from pro-forma acquisitions pursuant to a calculation rider, up to 50% of “Adjusted EBITDA”, as defined. Borrowings under the Facility may be used for general corporate purposes, including acquisitions. As of March 31, 2012, the formula permitted all $125 million to be used against which we had irrevocable letters of credit totaling $5.7 million outstanding in connection with our self-insurance programs. As a result a total of $119.3 million was available for borrowing at March 31, 2012. As of March 31, 2012, we were in compliance with the Facility’s various financial covenants. Under the most restrictive of its covenants, we were required to maintain minimum net worth of at least $150.3 million at March 31, 2012.  At such date, our net worth was approximately $209.7 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.

 

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Table of Contents

 

Cash Flows

 

Key elements to the Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011 were:

 

Net Change in Cash and Cash Equivalents

 

2012

 

2011

 

Provided by (used in):

 

 

 

 

 

Operating activities

 

$

6,003

 

$

8,263

 

Investing activities

 

(496

)

(434

)

Financing activities

 

(1,908

)

(310

)

Net change in cash and cash equivalents

 

$

3,599

 

$

7,519

 

 

2012

 

Net cash provided by operating activities resulted primarily from current period net income of $4.9 million plus certain non-cash items, net of changes in accounts receivable, accounts payable and accrued expenses.  Accounts receivable days revenues outstanding was 49 at March 31, 2012 and 46 at December 31, 2011 due to processing delays as well as prepayment Additional Document Requests (ADR) from Palmetto Government Benefits Administration.

 

The cash used in investing activities was primarily due to capital expenditures.

 

Net cash used in financing activities for the three months ended March 31, 2012 increased over the prior year period primarily due to cash used for a $1.7 million stock redemption of 72,000 shares related to the previous distribution of shares to non-employee directors pursuant to the termination of the Company’s Non-Employee Directors Deferred Compensation Plan.

 

2011

 

Net cash provided by operating activities resulted primarily from current period net income of $5.7 million, net of changes in accounts receivable, accounts payable and accrued expenses.  Accounts receivable days revenues outstanding increased to 45 at March 31, 2011 from 43 at December 31, 2010, primarily due to the payment of $1.9 million of previously recorded Kentucky Medicaid cost report settlements in March of 2011.

 

The cash used in investing activities was primarily due to capital expenditures of $0.4 million.

 

Net cash used in financing activities decreased over the prior year period primarily due to the tax benefit from share based awards of $1.6 million.  The Company receives a current tax deduction subject to IRS limits at exercise for option awards or when the restriction lapses for restricted awards.  The benefit was partially offset by the payment of a $1.5 million acquisition related notes payable.

 

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Table of Contents

 

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.

 

EBITDA

 

Earnings before interest, income taxes, depreciation and amortization (EBITDA) is not a measure of financial performance under U.S generally accepted accounting principles. 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 EBITDA are significant components in understanding and evaluating financial performance and liquidity. Management routinely calculates and communicates EBITDA 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. EBITDA is also used in certain covenants contained in our credit agreement.

 

The following table sets forth a reconciliation of Net Income to EBITDA:

 

 

 

Three Months Ended March 31,

 

 

 

2012

 

2011

 

Net income

 

$

4,932

 

$

5,705

 

Add back:

 

 

 

 

 

Interest expense

 

38

 

55

 

Income tax expense

 

3,028

 

3,843

 

Depreciation and amortization

 

622

 

745

 

Stock-based compensation

 

361

 

392

 

EBITDA

 

$

8,981

 

$

10,740

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Derivative Instruments

 

The Company does not use derivative instruments.

 

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Table of Contents

 

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 March 31, 2012, the Company had no outstanding amounts on its revolving credit facility and, therefore, a hypothetical 100 basis point increase in short-term interest rates would have no impact on annual pre-tax earnings due to higher interest expense.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures — As of March 31, 2012, the Company’s management, with participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e).  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2012.

 

Changes in Internal Control Over Financial Reporting - There were no changes in the Company’s internal control over financial reporting during the first quarter of 2012, that have materially affected, or are reasonably likely to materially affect, Almost Family, Inc.’s internal control over financial reporting.

 

20



Table of Contents

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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 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.

 

In addition as previously disclosed, we had previously been advised that a relator had filed a False Claims Act qui tam complaint regarding our visiting nurse operations in Birmingham, Alabama, and a different relator had filed a False Claims Act qui tam complaint regarding our Medicare practices at facilities in Tampa, Florida.  Following decisions by the Department of Justice not to join the cases, in April 2012, we were advised that the relators in both cases voluntarily filed for dismissal without prejudice, to which the government consented.  As a result, the Court dismissed both cases without prejudice.

 

As previously disclosed, we received a notice of investigation and a civil subpoena for documents from the Securities and Exchange Commission.  We continue to cooperate with the investigation.  The Company and its officers and directors have responded to additional document requests from the SEC Staff.  In January 2012, the Staff took testimony of several officers and directors primarily with respect to their sales of common stock of the Company during May 2010.

 

As previously disclosed, four derivative complaints have been filed in Jefferson Circuit Court, Kentucky, against the members of the Company’s board of directors and chief financial officer. All four lawsuits named the Company as a nominal defendant.  All of the complaints refer to an April 27, 2010 The Wall Street Journal article and the subsequent governmental investigations.  On February 13, 2012, the independent directors filed a motion to dismiss the complaint because the plaintiffs failed to make any demand on the Board.  The officer defendants filed a separate motion to dismiss.  In April 2012, the plaintiffs filed a response to the defendants’ motions to dismiss.  We intend to respond within the allotted 30-day period.

 

As previously disclosed, a fifth derivative complaint involving Richard W. Carey was filed in U.S. District Court for the Western District of Kentucky.  The lawsuit names the Company as a nominal defendant and is substantially duplicative of the derivative complaint pending in the Jefferson Circuit Court.  The Court granted the defendants’ motion to stay the lawsuit pending further order of the Court.

 

As previously disclosed, four putative class action lawsuits pending against Almost Family in the U.S. District Court for the Western District of Kentucky were consolidated into a single class action lawsuit entitled In Re Almost Family Securities Litigation.  The Company and its officers filed a motion to dismiss the complaint.  On February 10, 2012, the Court entered an order dismissing the complaint with prejudice.  The plaintiffs did not appeal the dismissal.

 

We are unable to assess the probable outcome or potential liability, if any, arising from these unresolved matters.

 

ITEM 1A. RISK FACTORS

 

Information regarding risk factors appears in our Form 10-K for the year ending December 31, 2011, 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.

 

21



Table of Contents

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

 

 

Issuer Purchases of Equity Securities (1)

 

Period

 

(a) Total 
Number of 
Shares (or 
Units) 
Purchased (1)

 

(b) Average 
Price Paid 
per Share 
(or Unit)

 

c) Total Number of 
Shares (or Units) 
Purchased as Part of 
Publicly Announced 
Plans or Programs

 

(d) Maximum Number
(or Approximate Dollar
Value) of Shares (or 
Units) that May Yet Be
Purchased Under the
Plans or Programs

 

Month #1 -January 1, 2012 - January 31, 2012

 

 

$

 

 

 

Month # 2 - February 1, 2012 - February 29, 2012

 

75,883

 

$

23.95

 

 

 

Month # 3 - March 1, 2012 - March 31, 2012

 

154

 

$

22.84

 

 

 

Total

 

76,037

 

$

23.95

 

 

 

 


(1)  Shares totaling 4,037 were submitted by employees in lieu of tax withholding that would have otherwise been due on vesting of restricted shares approved by the Company’s  Board of Directors, while 72,000 were redeemed from certain non-employee directors under a Board approved redemption plan related to the termination of the Company’s Non-employee Directors Deferred Compensation Plan.

 

22



Table of Contents

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

31.1

Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2

Certifications of Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

23



Table of Contents

 

101

 

Financial statements from the quarterly report on Form 10-Q of Almost Family, Inc. for the quarter ended March 31, 2012, filed on May 2, 2012, formatted in XBRL:  (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

 

24



Table of Contents

 

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 2, 2012

 

By:

/s/ William B. Yarmuth

 

 

 

William B. Yarmuth

 

 

 

Chairman of the Board, President &

 

 

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

By:

/s/ C. Steven Guenthner

 

 

 

C. Steven Guenthner

 

 

 

Senior Vice President and

 

 

 

Chief Financial Officer (Principal Financial Officer)

 

 

 

 

 

25


XNAS:AFAM Almost Family Inc Quarterly Report 10-Q Filling

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