UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 June 30, 2005
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 1-9848
ALMOST FAMILY, INC. TM
(Exact name of registrant as specified in its charter)
Delaware 061-153720
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
9510 Ormsby Station Road, Suite 300 40223
(Address of principal executive offices) (Zip Code)
(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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No ____.
Indicate by check mark whether the registrant is an accelerated filer (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 $.10 par value
Shares outstanding at August 12, 2005 2,332,027
ALMOST FAMILY, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION........................................................................................3
Item 1. Financial Statements....................................................................................3
Condensed Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004...............................3
Condensed Consolidated Statements of Income for the Three Months Ending June 30, 2005 and June 30, 2004.......4
Condensed Consolidated Statements of Income for the Six Months Ending June 30, 2005 and June 30, 2004.........5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and June 30, 2004......6
Notes to Condensed Consolidated Financial Statements..........................................................7
Item 2. Managements's Discussion and Analysis of Financial Condition and Results of Operations.................15
Item 3. Quantitative and Qualitative Disclosures about Market Risk.............................................29
Item 4. Controls and Procedures................................................................................30
PART II. OTHER INFORMATION..........................................................................................31
Item 1. Legal Proceedings.....................................................................................31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds............................................31
Item 3. Defaults Upon Senior Securities........................................................................31
Item 4. Submission of Matters to a Vote of Security Holders....................................................31
Item 5. Other Information......................................................................................32
Item 6. Exhibits...............................................................................................33
ALMOST FAMILY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
ASSETS 2005 2004
------------------- -------------------
(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents $ 358,144 $ 423,031
Accounts receivable - net 12,871,728 12,791,682
Prepaid expenses and other current assets 1,163,542 654,650
Deferred tax assets 1,289,670 1,188,980
Net assets of discontinued operations - 122,503
------------------- -------------------
TOTAL CURRENT ASSETS 15,683,084 15,180,846
------------------- -------------------
CASH HELD IN ESCROW (Note 8) 1,154,241 1,154,241
PROPERTY AND EQUIPMENT - NET 4,420,493 5,106,628
GOODWILL 9,420,314 6,449,310
OTHER ASSETS 179,496 171,045
------------------- -------------------
$ 30,857,628 $ 28,062,070
=================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,310,907 $ 3,260,747
Accrued other liabilities 6,114,797 4,823,157
Current portion - capital leases and term debt 600,910 577,785
Net Liabilities of discontinued operations 95,910 -
------------------ --------------------
TOTAL CURRENT LIABILITIES 9,122,524 8,661,689
------------------ --------------------
LONG-TERM LIABILITIES:
Revolving Credit Facility 4,560,085 3,769,575
Capital leases 1,068,332 1,312,750
Seller Notes 700,000 -
Deferred tax liabilities 191,357 225,690
Other liabilities 530,872 525,435
------------------ --------------------
TOTAL LONG-TERM LIABILITIES 7,050,646 5,833,450
------------------ --------------------
TOTAL LIABILITIES 16,173,170 14,495,139
------------------ --------------------
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS' EQUITY:
Common stock, par value $0.10; authorized 10,000,000 shares;
3,430,394 and 3,414,874 issued 343,039 341,490
Treasury stock, at cost, 1,096,783 and 1,096,783 shares (7,772,048) (7,772,048)
Additional paid-in capital 26,658,041 26,548,634
Accumulated deficit (4,544,574) (5,551,145)
------------------ --------------------
TOTAL STOCKHOLDERS' EQUITY 14,684,458 13,566,931
------------------ --------------------
$ 30,857,628 $ 28,062,070
================== ====================
See accompanying Notes to Condensed Consolidated Financial Statements
ALMOST FAMILY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three months ended
------------------ ------------------
June 30, 2005 June 30, 2004
------------------ ------------------
Net revenues $ 24,772,281 $ 21,702,353
Cost of services 20,694,752 18,197,924
General and administrative expenses 1,901,173 1,696,307
Depreciation and amortization expense 589,155 608,935
Provision for uncollectible accounts 404,391 365,333
-------------------- -------------------
Income from continuing operations before other
income (expense) and income taxes 1,182,810 833,854
Other income (expense)
Interest expense (97,106) (123,116)
Facility gains (8,317) (2,566)
-------------------- -------------------
Income from continuing operations before income taxes 1,077,387 708,172
Provision for income taxes 408,630 283,269
-------------------- -------------------
Income from continuing operations $ 668,757 $ 424,903
Income (loss) from discontinued operations, net of tax (46,119) (30,218)
-------------------- -------------------
Net income $ 622,638 $ 394,685
==================== ===================
Per share amounts-Basic:
Average shares outstanding 2,331,243 2,299,000
Income from continuing operations $ 0.29 $ 0.18
Income (loss) from discontinued operations (0.02) (0.01)
-------------------- -------------------
Net income $ 0.27 $ 0.17
==================== ===================
Per share amounts-Diluted:
Average shares outstanding 2,627,375 2,552,978
Income from continuing operations $ 0.25 $ 0.17
Income (loss) from discontinued operations (0.02) (0.02)
-------------------- -------------------
Net income $ 0.24 $ 0.15
==================== ===================
See accompanying Notes to Condensed Consolidated Financial Statements.
ALMOST FAMILY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Six months ended
------------------ ------------------
June 30, 2005 June 30, 2004
------------------ ------------------
Net revenues $ 48,291,414 $ 43,170,769
Cost of services 40,472,772 36,235,363
General and administrative expenses 3,880,783 3,247,378
Depreciation and amortization expense 1,193,646 1,213,088
Provision for uncollectible accounts 769,089 939,824
-------------------- -------------------
Income from continuing operations before other
income (expense) and income taxes 1,975,124 1,535,116
Other income (expense)
Interest expense (188,313) (267,959)
Facility gains (8,317) 3,854
-------------------- -------------------
Income from continuing operations before income taxes 1,778,494 1,271,011
Provision for income taxes 689,072 508,405
-------------------- -------------------
Income from continuing operations $ 1,089,422 $ 762,606
Income (loss) from discontinued operations, net of tax (82,849) (66,559)
-------------------- -------------------
Net income $ 1,006,573 $ 696,047
==================== ===================
Per share amounts-Basic:
Average shares outstanding 2,323,992 2,297,763
Income from continuing operations $ 0.47 $ 0.33
Income (loss) from discontinued operations (0.04) (0.03)
-------------------- -------------------
Net income $ 0.43 $ 0.30
==================== ===================
Per share amounts-Diluted:
Average shares outstanding 2,622,501 2,553,915
Income from continuing operations $ 0.42 $ 0.30
Income (loss) from discontinued operations (0.03) (0.03)
-------------------- -------------------
Net income $ 0.38 $ 0.27
==================== ===================
See accompanying Notes to Condensed Consolidated Financial Statements.
ALMOST FAMILY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended
-----------------------------------------
June 30, 2005 June 30, 2004
------------------- --------------------
Cash flows from operating activities:
Net income $ 1,006,573 $ 696,047
Less loss from discontinued operations (82,849) (66,559)
------------------- --------------------
Income from continuing operations 1,089,422 762,606
Adjustments to reconcile income from continuing operations to
net cash provided by (used in)operating activities:
Depreciation and amortization 1,193,646 1,213,088
Provision for uncollectible accounts 769,089 939,824
Loss on sale of assets 8,317 (3,854)
Deferred income taxes (135,023) (83,172)
------------------- --------------------
$ 2,925,451 $ 2,828,492
Change in certain net assets, net of the effects of acquisitions:
(Increase) decrease in:
Accounts receivable (835,397) (1,399,940)
Prepaid expenses and other current assets (537,278) 123,215
Other assets (8,451) (304)
Increase (decrease) in:
Accounts payable and accrued expenses 405,599 653,337
Other liabilities 5,438 22,090
------------------- --------------------
Net cash provided by operating activities $ 1,955,362 $ 2,226,890
------------------- --------------------
Cash flows from investing activities:
Capital expenditures (487,442) (355,724)
Cash received from sale of assets - 3,854
Acquisitions, net of cash acquired (2,271,004) -
------------------- --------------------
Net cash used in investing activities $ (2,758,446) $ (351,870)
------------------- --------------------
Cash flows from financing activities:
Net revolving credit facility borrowings (repayments) 790,509 (1,459,798)
Proceeds from stock option exercises 47,156 21,250
Principal payments on capital leases and notes payable (221,293) (120,119)
------------------- --------------------
Net cash provided by/(used in) financing activities $ 616,372 $ (1,558,667)
------------------- --------------------
Net cash provided by/(used in) discontinued operations 121,825 (703,642)
------------------- --------------------
Net decrease in cash and cash equivalents (64,887) (387,289)
Cash and cash equivalents at beginning of period 423,031 895,743
------------------- --------------------
Cash and cash equivalents at end of period $ 358,144 $ 508,454
=================== ====================
See accompanying Notes to Condensed Consolidated Financial Statements.
ALMOST FAMILY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation
The accompanying condensed consolidated financial statements for the three and
six months ended June 30, 2005 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 our Form 10-K for the year ended
December 31, 2004 for further information. In the opinion of management of the
Company, the accompanying unaudited condensed consolidated financial statements
reflect all adjustments (consisting of normal recurring adjustments) necessary
to present fairly the financial position at June 30, 2005 and the results of
operations and cash flows for the six months ended June 30, 2005 and 2004.
The results of operations for the three and six months ended June 30, 2005 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.
Financial Statement Reclassifications
Certain amounts have been reclassified in the June 2004 consolidated financial
statements and related notes in order to conform to the 2005 presentation. Such
reclassifications had no effect on previously reported net income.
2. Net Revenues
The Company is paid for its services primarily by Federal and state third-party
reimbursement programs, commercial insurance companies, and patients. Revenues
are recorded at established rates in the period during which the services are
rendered. Appropriate allowances to give recognition to third party payment
arrangements are recorded when the services are rendered.
Laws and regulations governing the Medicare and Medicaid programs are extremely
complex and subject to interpretation. It is common for issues to arise related
to: 1) the determination of cost-reimbursed revenues, 2) medical coding,
particularly with respect to Medicare, 3) patient eligibility, particularly
related to Medicaid, and 4) other reasons unrelated to credit risk, all of
which may result in adjustments to recorded revenue amounts. Management
continuously evaluates the potential for revenue adjustments and when
appropriate provides allowances for losses based upon the best available
information. There is at least a reasonable possibility that recorded estimates
could change by material amounts in the near term.
ALMOST FAMILY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Approximately 43.6% of revenues in the quarter ended June 30, 2005 were derived
from state Medicaid and other government programs. The Medicaid programs in each
of the states in which the Company operates are taking actions or evaluating
taking actions to control the rate of growth of Medicaid expenditures. Among
these actions are the following:
o Redefining eligibility standards for Medicaid coverage
o Redefining coverage criteria for home and community based care
services
o Slowing payments to providers by increasing the minimum time in which
payments are made
o Limiting reimbursement rate increases
o Changing regulations under which providers must operate
The actions being taken and/or being considered are because Medicaid is
consuming a greater percentage of state budgets. This issue is exacerbated when
revenues slow in a slowing economy. It is possible that the actions taken by the
state Medicaid programs in the future could have a significant unfavorable
impact on the Company's results of operations, financial condition and
liquidity.
3. Segment Data
The Company operates in two service line groups: Home Health Care and Adult Day
Care (ADC). The Home Health Care group consists of two reportable segments,
Visiting Nurse (VN) and Personal Care (PC) while the ADC service line is also a
separate reportable segment. Reportable segments have been identified based upon
how management has organized the business by services provided to customers and
the criteria in SFAS 131, "Disclosures about Segments of an Enterprise and
Related Information."
The Company's 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 93% of the VN
segment revenues are generated from the Medicare program while the balance is
generated from Medicaid and private insurance programs.
The Company's 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 64% 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 Company's ADC segment provides adult day care to disabled or frail adults
who require some care or supervision, but who do not require intensive medical
attention and/or wish not to live in a nursing home or other inpatient
institution. These services are provided in the Company's facilities. ADC
revenues are usually generated on a per day of care basis. Approximately 86% of
the ADC segment revenues are generated from Medicaid and other government
programs while the balance is generated from insurance programs and private pay
patients.
Certain general and administrative expenses incurred at the corporate level have
not been allocated to the segments. The Company has service locations in
Florida, Kentucky, Ohio, Maryland, Connecticut, Massachusetts, Indiana and
Alabama (in order of revenue significance).
Three months ended June 30, Six months ended June 30,
------------------- ---------------- ---------------- -----------------
2005 2004 2005 2004
------------------- ---------------- ---------------- -----------------
Net Revenues
Home Health Care
Visiting nurses $ 10,317,868 $ 8,108,047 $ 19,973,387 $ 16,449,457
Personal care 9,005,375 8,288,627 17,761,807 16,390,519
------------------- ---------------- ---------------- -----------------
19,323,243 16,396,674 37,735,194 32,839,976
Adult day care 5,449,038 5,305,679 10,556,220 10,330,793
------------------- ---------------- ---------------- -----------------
$ 24,772,281 $ 21,702,353 $ 48,291,414 $ 43,170,769
=================== ================ ================ =================
Operating Income
Home Health Care
Visiting nurses $ 1,468,753 $ 1,305,639 $ 3,091,779 $ 2,813,815
Personal care 941,215 689,023 1,637,358 1,395,693
------------------- ---------------- ---------------- -----------------
2,409,968 1,994,662 4,729,137 4,209,508
Adult day care 355,328 357,947 603,949 217,126
------------------- ---------------- ---------------- -----------------
2,765,296 2,352,609 5,333,086 4,426,634
Unallocated corporate expenses 1,582,486 1,518,755 3,3357,962 2,891,518
------------------- ---------------- ---------------- -----------------
Operating income $ 1,182,810 $ 833,854 $ 1,975,124 $ 1,535,116
=================== ================ ================ =================
4. Capitalized Software Development Costs
Consistent with AICPA Statement of Position 98-1, the Company capitalizes the
cost of internally generated computer software developed for the Company's own
use. Software development costs of approximately $69,000 and $46,000 were
capitalized in the three months ended June 30, 2005 and 2004, respectively and
$72,000 and $88,000 were capitalized in the six months ended June 30, 2005 and
2004, respectively. Capitalized software development costs are amortized over a
three-year period following the initial implementation of the software.
ALMOST FAMILY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. Revolving Credit Facility
The Company has a $22.5 million credit facility with JP Morgan Chase Bank, NA
(successor by merger to Bank One, NA), as amended August 11, 2005, with an
expiration date of June 30, 2008. The credit facility bears interest at the
bank's prime rate plus a margin (ranging from -0.75% to -0.25%, currently -0.5%)
dependent upon total leverage and is secured by substantially all assets and the
stock of the Company's subsidiaries. The weighted average interest rates were
5.17% and 3.77% for the quarters ended June 30, 2005 and 2004, respectively. The
weighted average interest rates were 5.00% and 3.86% for the six months ended
June 30, 2005 and 2004, respectively. The interest rate in effect at June 30,
2005 was 5.25%. The Company pays a commitment fee of 0.25% per annum on the
unused facility balance. Borrowings are available equal to the greater of: a) a
multiple of earnings before interest, taxes, depreciation and amortization (as
defined) or b) an asset based formula, primarily based on accounts receivable.
Borrowings under the facility may be used for working capital, capital
expenditures, acquisitions, development and growth of the business and other
corporate purposes. As of June 30, 2005, the formula permitted approximately
$19.9 million to be used, of which approximately $4.6 million was outstanding.
Additionally, an irrevocable letter of credit, totaling $4.2 million, was
outstanding in connection with the Company's self-insurance programs. Thus, a
total of $8.8 million was either outstanding or committed as of June 30, 2005
while an additional $11.1 million was available for use. The Company's revolving
credit facility is subject to various financial covenants. As of June 30, 2005,
the Company was in compliance with the covenants. Under the most restrictive of
the Company's covenants, the Company is required to maintain minimum net worth
of at least $10.5 million.
6. Stock-Based Compensation
Stock options are granted under various stock compensation programs to employees
and independent directors. The Company accounts for stock option grants in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees." For purposes of pro forma disclosures, the estimated
fair value of the options is amortized to expense over the options' vesting
period. Pro forma information is as follows.
Three months ended June 30, Six months ended June 30,
------------------ ------------------- ------------------ -------------------
2005 2004 2005 2004
------------------ ------------------- ------------------ -------------------
Net income as reported $ 622,638 394,685 $ 1,006,573 $ 696,047
Pro forma stock-based comp-
ensation expense, net of tax 1,188 444 4,753 887
------------------ ------------------- ------------------ -------------------
Pro forma net income $ 621,450 $ 394,241 $ 1,001,820 $ 695,160
================== =================== ================== ===================
Earnings per common share:
Basic - as reported $ 0.27 $ 0.17 $ 0.43 $ 0.30
Basic - pro forma $ 0.27 $ 0.17 $ 0.43 $ 0.30
Diluted - as reported $ 0.24 $ 0.15 $ 0.38 $ 0.27
Diluted - proforma $ 0.24 $ 0.15 $ 0.38 $ 0.27
7. Earnings Per Common Share
There were no adjustments required to be made to net income for purposes of
computing basic and diluted 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 June 30, Six months ended June 30,
------------------- ------------------ ------------------- -------------------
2005 2004 2005 2004
------------------- ------------------ ------------------- -------------------
Shares used to compute basic
earnings per common share -
weighted average shares
outstanding 2,331,243 2,299,000 2,323,992 2,297,763
Dilutive effect of stock options 296,132 253,978 298,509 256,152
------------------- ------------------ ------------------- -------------------
Shares used to compute diluted
earnings per common share 2,627,375 2,552,978 2,622,501 2,553,915
=================== ================== =================== ===================
8. Commitments and Contingencies
Insurance Programs
The Company bears significant insurance risk under our large-deductible
automobile and workers' compensation insurance programs and its self-insured
employee health program. Under its automobile insurance program, the Company
bears risk up to $100,000 per incident. Under the workers' compensation
insurance program, the Company bears risk up to $250,000 per incident. The
Company purchases stop-loss insurance for the employee health plan that places a
specific limit, generally $150,000, 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
June 30, 2005 that may result in the assertion of additional claims. The Company
carries insurance coverage for this exposure; however, its deductible per claim
increased from $25,000 to $250,000 effective April 1, 2003.
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 on a monthly basis. As facts change, it
may become necessary to make adjustments that could be material to the Company's
results of operations and financial condition.
Total premiums, excluding the Company's exposure to claims and deductibles, for
all its non-health insurance programs increased to approximately $3.5 million
for the contract year ending March 31, 2005 as compared to approximately $2.8
million for the contract year ended March 31, 2004. On March 31, 2005, the
Company completed its renewal for the contract year ending March 31, 2006 with
total estimated premiums of $2.8 million with no changes in coverage or
deductibles. In late July 2005, as a part of its activities to divest of the ADC
operating segment, the Company modified its insurance programs to provide
separate policies for the ADC and home health operations. In conjunction with
those modifications, the Company's deductible per claim for malpractice and
general patient liability claims increased from $250,000 to $500,000.
ALMOST FAMILY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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, the ultimate resolution of any
of these pending claims and legal proceedings will not have a material effect on
the Company's financial position or results of operations.
Franklin Litigation
On January 26, 1994 Franklin Capital Associates L.P. (Franklin), Aetna Life and
Casualty Company and Aetna Casualty and Surety Company shareholders, who at one
time held approximately 320,000 shares of the Company's common stock
(approximately 13% of shares outstanding), filed suit in Chancery Court of
Williamson County, Tennessee claiming unspecified damages not to exceed three
million dollars in connection with registration rights they received in the
Company's acquisition of certain home health operations in February 1991. The
1994 suit alleged that the Company failed to use its best efforts to register
the shares held by the plaintiffs as required by the merger agreement. The
Company settled with both Aetna parties shortly before the case went to trial in
February 2000. In mid-trial Franklin voluntarily withdrew its complaint
reserving its legal rights to bring a new suit as allowed under Tennessee law.
In April 2000, Franklin re-filed its lawsuit. The second trial took place in
February 2003. In April 2003 the court issued a ruling in favor of the
plaintiffs awarding damages of $984,970. The Company believes the Court erred
both in its finding of liability and in its determination of the amount of
damages. The Company is seeking appellate review of the lower court decision. As
a part of the appeal, the Company was required to post cash of $1,154,241 in an
escrow account with the Tennessee Courts in lieu of a supersedeas appeal bond
until the appeal court issues a decision. This cash is reflected as "Cash held
in escrow" in the accompanying balance sheet and will remain in escrow until the
matter reaches its ultimate resolution.
Based on the advice of legal counsel, the Company believes that the damage award
by the lower court does not create a "probable" loss as set forth in Statement
of Financial Accounting Standards No. 5, "Accounting for Contingencies."
Accordingly, no provision for the damages award has been recorded in the
accompanying financial statements. Should the facts and circumstances change in
the future to the extent that such a loss appears probable, the Company would
record a provision at that time.
Based on the advice of legal counsel, the Company believes it has strong grounds
for appealing the trial court's decision and it intends to vigorously pursue its
appeal. The Company can give no assurance that it will be successful in its
appeal. The appeals court heard oral arguments in the case in February 2005 but
has given no indication of when it will issue a ruling.
Kentucky Transportation Litigation
Prior to July 1, 2002, the Commonwealth of Kentucky managed its Medicaid
transportation program internally. Effective July 1, 2002 the Commonwealth
contracted with an independent broker (the Broker) for the management of the
program in the Louisville KY area. The Broker then contracted with the Company,
among others, for the provision of transportation services to Medicaid
beneficiaries. The Company's services pursuant to the contract were limited to
transportation of Medicaid beneficiaries who also attended the Company's
in-center adult day care programs. The Broker almost immediately began to
encounter significant financial difficulties and paid the Company for only a
small portion of the amounts due for services rendered. On October 22, 2002,
three of the Broker's other contracted providers filed a motion with the US
Bankruptcy Court to liquidate the Broker under Chapter 7 of the Federal
Bankruptcy Code. On November 25, 2002, the Broker voluntarily chose to convert
its bankruptcy status to a Chapter 11 voluntary reorganization. On March 3,
2003, the Broker reconverted its case to a Chapter 7 liquidation proceeding.
ALMOST FAMILY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In May 2003, along with a group of other affected providers, the Company filed
suit against the Commonwealth in Franklin Circuit Court seeking payment directly
from the Commonwealth. The Commonwealth objected to the lawsuit on the basis of
sovereign immunity (since the group did not have a direct contract with the
Commonwealth) and filed a motion to dismiss the lawsuit. In July 2003, a hearing
on the motion to dismiss was held and at the judge's request written briefs were
filed before the judge would make a decision. In August 2003, the motion to
dismiss was granted and after discussion with legal counsel, an appeal of this
decision was made to the Kentucky Court of Appeals. On September 24, 2004 the
appeals court affirmed the lower court's decision. In its decision, the Court
indicated that the Company could pursue its claim at the Kentucky Board of
Claims; such a claim would be limited to $200,000 in damages.
On June 26, 2004 a lawsuit was filed on behalf of the bankruptcy estate against
the Commonwealth of Kentucky. The case alleges that the state misrepresented
material facts about the contract that it signed with the Transportation Broker.
The suit alleges that the Commonwealth intentionally under-funded the contract
with the bankrupt Broker. Unlike the group of affected providers in the Franklin
Circuit Court proceeding discussed above, the Broker did have a direct contract
with the Commonwealth.
As of December 31, 2004 and December 31, 2003, the Broker owed the Company
approximately $535,000, which amount is included in accounts receivable, net on
the accompanying balance sheets. Based on discussions with legal counsel, the
Company estimates that it will be able to recover approximately 80% of the claim
if the lawsuit is successful. Accordingly, the Company has established a
collectibility reserve of approximately $106,000 against the receivable in this
case. Although the Company currently believes it will be successful in
ultimately collecting the amounts currently due us under this arrangement, there
can be no assurance that such amounts will in fact be collected. Should it
become evident in the future that a material amount will not be collectible, the
Company will, at that time, record an additional provision for uncollectible
accounts.
The Company's revolving credit facility agreement provides that the loss of
either or both of the above litigation cases will be excluded from financial
results for purposes of calculating borrowing availability or financial covenant
compliance.
9. Acquisitions
Consistent with its stated business plan, on April 1, 2005 the Company acquired
all the assets and business operations of a Medicare-certified visiting nurse
agency located in Bradenton, Florida. The total purchase price of $3.2 million
was paid $2.5 million in cash at closing with the $700,000 balance in the form
of a note payable bearing interest at 6% due in its entirety two years after
closing. The Company funded the cash portion of the purchase price with
available borrowings on its revolving credit facility. The acquired operations
generated net revenues of approximately $3.5 million in the year ended December
31, 2004. In the quarter ended June 30, 2005, the acquired operations generated
net revenues of approximately $1.0 million and operating income of approximately
$111,000.
The following table summarizes the estimated fair values of the assets acquired
and liabilities assumed at the date of acquisition. The Company has not yet
finalized the valuation of intangible assets, thus, the allocation of the
purchase price is subject to refinement.
At April 1, 2005 (rounded to nearest thousands):
Accounts receivable $ 500
Property, plant & equipment 105
Goodwill 2,808
-----------
Assets acquired 3,414
Liabilities assumed (61)
-----------
Net assets acquired $ 3,353
-----------
The unaudited pro-forma results of operations of the Company as if this
acquisition had been made at the beginning of 2004 are as follows:
Six months ended June 30,
------------------------
2005 2004
------- --------
Revenues $49,295 $45,055
Income from Continuing 1,199 942
Operations
Earnings Per Share
Basic $ 0.52 $ 0.41
Diluted $ 0.46 $ 0.37
10. Subsequent Event - Sale of ADC Segment
On August 3, 2005, the Company entered into a definitive agreement to divest its
adult day care (ADC) segment. Because the Company had not committed to that
divestiture until after the end of the second quarter, ADC operations are
included in continuing operations in the June 2005 quarter. ADC operations will
be reported as discontinued operations for all subsequent periods. The Company
expects to report an after-tax gain on the sale of between $5.0 million and $6.0
million ($1.90 to $2.28 per diluted share) when the transaction closes.
The purchase price consists of $13.6 million cash plus assumption of
approximately $1.4 million of debt. In return, Active Services will acquire
substantially all the assets and assume certain working capital liabilities
related to Almost Family's 19 medical adult day care centers which generate
approximately $21.0 million in annual revenues. The transaction, which is
subject to certain conditions including regulatory approvals and third-party
consents, is expected to close by October 1, 2005.
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 and adult day health
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
Some of the matters discussed in this filing include forward-looking statements.
Statements that are predictive in nature, that depend upon or refer to future
events or conditions or that include words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates," "thinks," and similar expressions
are forward-looking statements. We caution investors that any forward-looking
statements made by us are not guarantees of future performance and that actual
results may differ materially from those in the forward-looking statements as a
result of various factors including, but not limited to, those set forth in the
section on Cautionary Statements - Forward Outlook and Risks in Part I, and the
Notes to the Consolidated Financial Statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations, in our Form 10-K for
the year ended December 31, 2004.
Although we believe that these statements are based upon reasonable assumptions,
we can give no assurance that the anticipated results will be achieved. Given
these uncertainties, prospective investors are cautioned not to place undue
reliance on these forward-looking statements. These forward-looking statements
are made as of the date of this filing. We assume no obligation to update or
revise them or provide reasons why actual results may differ.
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, 2004 for a detailed discussion of our
critical accounting policies.
Planned Disposition of ADC Segment
On August 3, 2005, we entered into a definitive agreement to divest our adult
day care (ADC) segment. Because we had not committed to that divestiture until
after the end of the quarter, ADC operations are included in continuing
operations in the June 2005 quarter. ADC operations will be reported as
discontinued operations for all subsequent periods. We expect to report an
after-tax gain on the sale of between $5.0 million and $6.0 million ($1.90 to
$2.28 per diluted share) when the transaction closes.
The purchase price consists of $13.6 million cash plus assumption of
approximately $1.4 million of debt. In return, Active Services will acquire
substantially all the assets and assume certain working capital liabilities
related to Almost Family's 19 medical adult day care centers which generate
approximately $21.0 million in annual revenues. The transaction, which is
subject to certain conditions including regulatory approvals and third-party
consents, is expected to close by October 1, 2005.
If the ADC divestiture had qualified for discontinued operations accounting
treatment at June 30, 2005, we would have reported growth in net income from
continuing operations of 68% to $660,484 ($0.25 per diluted share) for the June
2005 quarter from $392,710 ($0.15 per diluted share) in the June 2004 quarter.
We would have reported continuing operations revenue growth of 17.8% to $19.3
million in the June 2005 quarter, up from $16.4 million in the June 2004
quarter.
If the ADC divestiture had qualified for discontinued operations accounting
treatment at June 30, 2005, we would have reported growth in net income from
continuing operations of 25% to $1,218,043 ($0.46 per diluted share) for the six
months ended June 2005 from $973,873 ($0.38 per diluted share) in the six months
ended June 2004. We would have reported continuing operations revenues growth of
15% to $37.7 million in the six months ended June 2005, up from $32.8 million in
the six months ended June 2004.
Operating Segments
We operate in two service line groups: Home Health Care and Adult Day Care
(ADC). The Home Health Care group consists of two reportable segments, Visiting
Nurse (VN) and Personal Care (PC) while the ADC service line is also a separate
reportable segment. Reportable segments have been identified based upon how we
have organized the business by services provided to customers and the criteria
in SFAS 131, "Disclosures about Segments of an Enterprise and Related
Information."
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 93% 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 64% 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 ADC segment provides adult day care to disabled or frail adults who require
some care or supervision, but who do not require intensive medical attention
and/or wish not to live in a nursing home or other inpatient institution. These
services are provided in the Company's facilities. ADC revenues are usually
generated on a per day of care basis. Approximately 86% of the ADC segment
revenues are generated from Medicaid and other government programs while the
balance is generated from insurance programs and private pay patients.
Certain general and administrative expenses incurred at the corporate level have
not been allocated to the segments. We have service locations in Florida,
Kentucky, Ohio, Maryland, Connecticut, Massachusetts, Indiana and Alabama (in
order of revenue significance).
Seasonality
Our VN segment normally experiences seasonality in its operating results.
Specifically, the VN Segment typically generates lower operating income in the
quarter ended September than in the other quarters due to the seasonality of
senior population in our south Florida markets. Our PC segment generally does
not experience significant seasonality in its operating results.
In our ADC segment, the quarters ended December and March typically generate
lower operating income than the quarters ended June and September as the holiday
season and winter weather tend to temporarily lower ADC in-center attendance.
RESULTS OF OPERATIONS
Three months ended June 30, 2005 Compared with three months ended June 30, 2004
Consolidated 2005 2004 Change
------------
----------------- --------- ------------------ ----------- ---------------- ----------
Amount % Rev Amount % Rev Amount %
----------------- --------- ------------------ ----------- ---------------- ----------
Net revenues:
Home Health Care VN $ 10,317,868 41.7% $ 8,108,047 37.4% $ 2,209,821 27.3%
PC 9,005,375 36.4% 8,288,627 38.2% 716,748 8.6%
----------------- ------------------ ----------------
19,323,243 78.0% 16,396,674 75.6% 2,926,569 17.8%
Adult Day Care 5,449,038 22.0% 5,305,679 24.4% 143,359 2.7%
----------------- ------------------ ----------------
24,772,281 100.0% $ 21,702,353 100.0% $ 3,069,928 14.1%
================= ================== ================
Operating income
Home Health Care VN $ 1,468,753 14.2% $ 1,305,639 16.1% $ 163,114 12.5%
PC 941,215 10.5% 689,023 8.3% 252,192 36.6%
----------------- ------------------ ----------------
2,409,968 12.5% 1,994,662 12.2% 415,306 20.8%
Adult Day Care 355,328 6.5% 357,947 6.7% (2,619) -0.7%
----------------- ------------------ ----------------
2,765,296 11.2% 2,352,609 10.9% 412,687 17.5%
Unallocated corporate expenses 1,582,486 6.4% 1,518,755 7.0% 63,731 4.2%
----------------- ------------------ ----------------
Income before interest expense
and income taxes 1,182,810 4.8% 833,854 3.8% 348,956 41.8%
Facility gains (losses) (8,317) 0.0% (2,566) 0.0% (5,751) 224.1%
Interest expense 97,106 0.4% 123,116 0.6% (26,010) -21.1%
Income taxes 408,630 1.6% 283,269 1.3% 125,361 44.3%
----------------- ------------------ ----------------
Net income $ 668,757 2.7% $ 424,903 2.0% $ 243,854 57.4%
================= ================== ================
Our net revenues increased approximately $3.1 million or 14.1% with 27.3% growth
in VN, and 8.6% growth in PC and 2.7% growth in ADC. VN revenue growth was
driven by admissions growth and the acquisition of Bradenton, FL-based "Florida
Home Health". As discussed below, VN operating income included operating losses
of about $143,000 from new start-up agencies. PC operating income increased
approximately $250,000 due to increased volumes and lower administrative
expenses. Unallocated corporate expenses increased approximately $63,000 due to
increased incentive provisions partially offset by a decrease in professional
fees related to a 2004 union defense in one of our personal care locations.
The effective income tax rate was approximately 37.93% and 40% of income before
income taxes in 2005 and 2004, respectively.
Visiting Nurse (VN) Segment-Three Months
Three months ended June 30,
-------------------------- ---------------------------- ------------------------
2005 2004 Change
--------------- ---------- ----------------- ---------- -------------- ---------
Amount % Rev Amount % Rev Amount %
--------------- ---------- ----------------- ---------- -------------- ---------
Net revenues $ 10,317,868 100.0% $ 8,108,047 100.0% $ 2,209,821 27.3%
Cost of services 8,197,343 79.4% 6,210,512 76.6% 1,986,831 32.0%
General & administrative 363,908 3.5% 255,768 3.2% 108,140 42.3%
Depreciation & amortization 190,644 1.8% 214,562 2.6% (23,918) -11.1%
Uncollectible accounts 97,220 0.9% 121,566 1.5% (24,346) -20.0%
--------------- ----------------- --------------
Operating income $ 1,468,753 14.2% $ 1,305,639 16.1% $ 163,114 12.5%
=============== ================= ==============
Admissions 3,466 2,921 545 18.7%
Patient months of care 7,938 6,765 1,173 17.3%
Revenue per patient month $ 1,300 $ 1,199 $ 101 8.5%
Cost of services per patient month $ 1,033 $ 918 $ 115 12.5%
Billable visits 68,099 64,560 3,539 5.5%
VN operating income for the quarter was approximately $1.5 million versus $1.3
million last year. New VN operations started in late 2004 and early 2005
generated approximately $635,000 in revenue and operating losses of $143,000 in
the quarter ended June 30, 2005. The acquisition of Bradenton, FL-based "Florida
Home Health" added approximately $1.0 million in revenues and about $277,000 in
operating income. Excluding these start-up and acquisition operations, operating
income grew about 5.2%. Admissions grew about 18.7% over the prior year while
patient months increased 17.3%, reflecting a reduction in the average length of
stay. Revenue per patient month increased 8.5% primarily due to higher Medicare
rates between periods and the decreased length of stay. Operating costs per
patient month increased about 12.5% primarily as a result of increased
administrative expenses, an increase in wage rates and employee benefits and the
effect of startup operations. General and administrative expenses increased due
to increased wages and employee benefits. Excluding startups, 2005 operating
income as a percent of revenue was 16.6%.
Depreciation and amortization declined between periods due to a slower rate of
spending on information systems. The provision for uncollectible accounts
decreased due to the collection of certain aged accounts for which reserves had
previously been provided.
Personal Care (PC) Segment-Three Months
Three months ended June 30,
--------------------------- --------------------------- -------------------------
2005 2004 Change
--------------------------- --------------------------- -------------------------
Amount % Rev Amount % Rev Amount %
---------------- ---------- ---------------- ---------- --------------- ---------
Net revenues $ 9,005,375 100.0% $ 8,288,627 100.0% $ 716,748 8.6%
Cost of services 7,681,681 85.3% 7,198,112 86.8% 483,569 6.7%
General & administrative 116,788 1.3% 96,019 1.2% 20,769 21.6%
Depreciation & amortization 86,326 1.0% 91,121 1.1% (4,795) -5.3%
Uncollectible accounts 179,365 2.0% 214,352 2.6% (34,987) -16.3%
---------------- ---------------- ---------------
Operating income $ 941,215 10.5% $ 689,023 8.3% $ 252,192 36.6%
================ ================ ===============
Admissions 629 616 13 2.1%
Patient months of care 9,953 9,171 782 8.5%
Patient days of care 123,570 115,041 8,529 7.4%
Billable hours 480,722 463,404 17,318 3.7%
Revenue per billable hour $ 18.73 $ 17.89 $ 0.84 4.7%
PC operating income for the quarter was about $941,000 versus $689,000 in the
corresponding period of last year. Revenue increased over 8.6% due to volume
increases. Cost of services increased due to the increase in volumes.
Additionally, workers compensation expenses in our Ohio markets increased about
$103,000 due to increased premium rates. General and administrative expenses in
total and as a percentage of revenues increased due to additional management
staff, travel and related expenses.
Depreciation and amortization decreased due to lower spending for fixed asset
purchases. The provision for uncollectible accounts decreased due to the
collection of certain aged accounts for which reserves had previously been
provided.
Adult Day Care (ADC) Segment-Three Months
Three months ended June 30,
---------------------------- ---------------------------- -------------------------
2005 2004 Change
---------------------------- ---------------------------- -------------------------
Amount % Rev Amount % Rev Amount %
---------------- ----------- ---------------- ----------- --------------- ---------
Net revenues $ 5,449,038 100.0% $ 5,305,679 100.0% $ 143,359 2.7%
Cost of services 4,405,279 80.8% 4,435,849 83.6% (30,570) -0.7%
General & administrative 293,997 5.4% 210,893 4.0% 83,104 39.4%
Depreciation & amortization 266,629 4.9% 271,574 5.1% (4,945) -1.8%
Uncollectible accounts 127,805 2.3% 29,416 0.6% 98,389 334.5%
---------------- ---------------- ---------------
Operating income $ 355,328 6.5% $ 357,947 6.7% $ (2,619) -0.7%
================ ================ ===============
Admissions 286 298 (12) -4.0%
Patients months of care 4,862 4,923 (61) -1.2%
Patient days of care 76,651 76,427 224 0.3%
Revenue per patient day $ 71.09 $ 69.42 $ 1.67 2.4%
ADC in-center averages:
Weekday attendance 1,055 1,053 2 0.1%
Center capacity 1,324 1,402 (78) -5.6%
Center occupancy rate 79.7% 75.1% 4.6% 6.1%
ADC patient days of care increased from the prior year due to increased
attendance in the centers. Revenue per day increased about 2.4% primarily due to
a rate increase in Maryland.
Cost of services decreased between periods due to improved staffing controls,
reductions in the size of the vehicle fleet, and efforts to consolidate centers
and reduce facility operating expenses in light of limited reimbursement rate
increases.
General and administrative expenses increased by about $83,000 as a result of an
increase in salaries, incentives and travel. The provision for uncollectible
accounts increased due to an increase in aged accounts, particularly in
Kentucky.
Six months ended June 30, 2005 Compared with six months ended June 30, 2004
Consolidated 2005 2004 Change
------------
---------------- ---------- ------------------ ---------- ---------------- ----------
Amount % Rev Amount % Rev Amount %
---------------- ---------- ------------------ ---------- ---------------- ----------
Net revenues:
Home Health Care VN $ 19,973,387 41.4% $ 16,449,457 38.1% $ 3,523,930 21.4%
PC 17,761,807 36.8% 16,390,519 38.0% 1,371,288 8.4%
---------------- ------------------ ----------------
37,735,194 78.1% 32,839,976 76.1% 4,895,218 14.9%
Adult Day Care 10,556,220 21.9% 10,330,793 23.9% 225,427 2.2%
---------------- ------------------ ----------------
$ 48,291,414 100.0% $ 43,170,769 100.0% $ 5,120,645 11.9%
================ ================== ================
Operating income
Home Health Care VN $ 3,091,779 15.5% $ 2,813,815 17.1% $ 277,964 9.9%
PC 1,637,358 9.2% 1,395,693 8.5% 241,665 17.3%
---------------- ------------------ ----------------
4,729,137 12.5% 4,209,508 12.8% 519,629 12.3%
Adult Day Care 603,949 5.7% 217,126 2.1% 386,823 178.2%
---------------- ------------------ ----------------
5,333,086 11.0% 4,426,634 10.3% 906,452 20.5%
Unallocated corporate expenses 3,357,962 7.0% 2,891,518 6.7% 466,444 16.1%
---------------- ------------------ ----------------
Income before interest expense
and income taxes 1,975,124 4.1% 1,535,116 3.6% 440,008 28.7%
Facility gains (losses) (8,317) 0.0% 3,854 0.0% (12,171) -315.8%
Interest expense 188,313 0.4% 267,959 0.6% (79,646) -29.7%
Income taxes 689,072 1.4% 508,405 1.2% 180,667 35.5%
---------------- ------------------ ----------------
Net income $ 1,089,422 2.3% $ 762,607 1.8% $ 326,815 42.9%
================ ================== ================
Our net revenues increased approximately $5.1 million or 11.9% with 21.4% growth
in VN, and 8.4% growth in PC and 2.2% growth in ADC. VN revenue growth was
driven by admissions growth and the acquisition of Bradenton, FL-based "Florida
Home Health". As discussed below, VN operating income included operating losses
of about $227,000 from new start-up agencies and operating income of about
$277,000 from the Florida Home Health acquisition. PC revenue and operating
income increased due to increased volumes. ADC operating income improved
significantly due to operating cost reductions in light of limited reimbursement
increases from state Medicaid programs. Unallocated corporate expenses increased
due to increased incentive provisions partially offset by a decrease in
professional fees related to a 2004 union defense in one of our personal care
locations, and due to higher travel expenditures in 2005.
The effective income tax rate was approximately 38.64% and 40% of income before
income taxes in 2005 and 2004, respectively.
Visiting Nurse (VN) Segment-Six Months
Six months ended June 30,
--------------------------- ---------------------------- ------------------------
2005 2004 Change
--------------------------- ---------------------------- ------------------------
Amount % Rev Amount % Rev Amount %
---------------- ---------- ----------------- ---------- -------------- ---------
Net revenues $ 19,973,387 100.0% $ 16,449,457 100.0% $ 3,523,930 21.4%
Cost of services 15,690,435 78.6% 12,412,929 75.5% 3,277,506 26.4%
General & administrative 650,993 3.3% 527,948 3.2% 123,045 23.3%
Depreciation & amortization 368,437 1.8% 440,024 2.7% (71,587) -16.3%
Uncollectible accounts 171,743 0.9% 254,741 1.5% (82,998) -32.6%
---------------- ----------------- --------------
Operating income $ 3,091,779 15.5% $ 2,813,815 17.1% $ 277,964 9.9%
================ ================= ==============
Admissions 6,817 5,893 924 15.7%
Patient months of care 15,374 13,426 1,948 14.5%
Revenue per patient month $ 1,299 $ 1,225 $ 74 6.0%
Cost of services per patient month $ 1,021 $ 925 $ 96 10.4%
Billable visits 133,298 128,469 4,829 3.8%
VN operating income for the six months was approximately $3.1 million versus
$2.8 million last year. New VN operations started in late 2004 and early 2005
generated approximately $914,000 in revenue and operating losses of $369,000 in
the six months ended June 30, 2005. The acquisition of Bradenton, FL-based
"Florida Home Health" added approximately $1 million in revenues and about
$277,000 in operating income. Excluding these start-up and acquisition
operations, operating income grew 10.5%. Admissions grew about 15.7% over the
prior year while patient months increased 14.5%, reflecting a reduction in the
average length of stay. Revenue per patient month increased 6.0% primarily due
to higher Medicare rates between periods. Operating costs per patient month
increased about 10.4% due to about 2% increase from startup operations and the
remaining increase from higher administrative expenses, wage rates and employee
benefits. General and administrative expenses increased due to corporate
incentives and the addition of corporate level management staff. Excluding
startups, 2005 operating income as a percent of revenue was 18.2%
Depreciation and amortization declined between periods due to a slower rate of
spending on information systems. The provision for uncollectible accounts
decreased due to the collection of certain aged accounts for which reserves had
previously been provided.
Personal Care (PC) Segment-Six Months
Six months ended June 30,
--------------------------- --------------------------- -------------------------
2005 2004 Change
--------------------------- --------------------------- -------------------------
Amount % Rev Amount % Rev Amount %
---------------- ---------- ---------------- ---------- --------------- ---------
Net revenues $ 17,761,807 100.0% $ 16,390,519 100.0% $ 1,371,288 8.4%
Cost of services 15,347,821 86.4% 14,216,133 86.7% 1,131,688 8.0%
General & administrative 225,928 1.3% 182,573 1.1% 43,355 23.7%
Depreciation & amortization 185,281 1.0% 174,683 1.1% 10,598 6.1%
Uncollectible accounts 365,419 2.1% 421,437 2.6% (56,018) -13.3%
---------------- ---------------- ---------------
Operating income $ 1,637,358 9.2% $ 1,395,693 8.5% $ 241,665 17.3%
================ ================ ===============
Admissions 1,378 1,319 59 4.5%
Patient months of care 19,832 18,138 1,694 9.3%
Patient days of care 242,843 227,633 15,210 6.7%
Billable hours 985,089 911,557 73,532 8.1%
Revenue per billable hour $ 18.03 $ 17.98 $ 0.05 0.3%
PC operating income for the six months was about $1.6 million versus $1.4
million in the corresponding period of last year. Revenue and cost of services
increased approximately 8% primarily due to volume increases. Additionally,
workers compensation expenses in our Ohio markets increased about $166,000 due
to increased premium rates. Revenue per billable hour increased 0.3% from prior
year primarily due to changes in mix. General and administrative expenses in
total and as a percentage of revenues increased due to additional management
staff, travel and related expenses.
Depreciation and amortization increased due to investments in information
systems. The provision for uncollectible accounts decreased due to the
collection of certain aged accounts for which reserves had previously been
provided.
Adult Day Care (ADC) Segment-Six Months
Six months ended June 30,
---------------------------- ---------------------------- -------------------------
2005 2004 Change
---------------- ----------- ---------------- ----------- --------------- ---------
Amount % Rev Amount % Rev Amount %
---------------- ----------- ---------------- ----------- --------------- ---------
Net revenues $ 10,556,220 100.0% $ 10,330,793 100.0% $ 225,427 2.2%
Cost of services 8,640,046 81.8% 8,894,726 86.1% (254,680) -2.9%
General & administrative 531,690 5.0% 420,267 4.1% 111,423 26.5%
Depreciation & amortization 548,607 5.2% 535,028 5.2% 13,579 2.5%
Uncollectible accounts 231,928 2.2% 263,646 2.6% (31,718) -12.0%
---------------- ---------------- ---------------
Operating income $ 603,949 5.7% $ 217,126 2.1% $ 386,823 178.2%
================ ================ ===============
Admissions 513 565 (52) -9.2%
Patients months of care 9,597 9,726 (129) -1.3%
Patient days of care 148,865 148,227 638 0.4%
Revenue per patient day $ 70.91 $ 69.70 $ 1.22 1.7%
ADC in-center averages:
Weekday attendance 1,033 1,023 10 1.0%
Center capacity 1,324 1,395 (71) -5.1%
Center occupancy rate 78.0% 73.4% 4.7% 6.4%
ADC patient days of care increased from the prior year due to increased
attendance in the centers. Revenue per day increased about 1.7% primarily due to
a rate increase in Maryland. Operating income increased due to a higher
occupancy percentage and lower operating costs.
Cost of services decreased between periods due to improved staffing controls,
reductions in the size of the vehicle fleet, and efforts to consolidate centers
and reduce facility operating expenses in light of limited reimbursement rate
increases.
General and administrative expenses increased by about $111,000 as a result of
an increase in salaries, incentives and travel. The provision for uncollectible
accounts decreased due to the collection of certain aged accounts, particularly
in Maryland, for which reserves had previously been provided.
Insurance Programs
We bear significant insurance risk under our large-deductible automobile and
workers' compensation insurance programs and our self-insured employee health
program. Under our automobile insurance program, we bear risk up to $100,000 per
incident. Under the workers' compensation insurance program, we bear risk up to
$250,000 per incident. We purchase stop-loss insurance for the employee health
plan that places a specific limit, generally $150,000, 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 June 30, 2005 that
may result in the assertion of additional claims. We carry insurance coverage
for this exposure; however, its deductible per claim increased from $25,000 to
$250,000 effective April 1, 2003.
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 on a monthly basis. As facts change, it may become
necessary to make adjustments that could be material to our results of
operations and financial condition.
Total premiums, excluding our exposure to claims and deductibles, for all our
non-health insurance programs increased to approximately $3.5 million for the
contract year ending March 31, 2005 as compared to approximately $2.8 million
for the contract year ended March 31, 2004. On March 31, 2005 we completed our
renewal for the contract year ending March 31, 2006 with total estimated
premiums of $2.8 million with no changes in coverage or deductibles. In late
July 2005, as part of its activities to divest of the ADC operating segment, the
Company modified its insurance programs to provide separate policies for the ADC
and home health operations. In conjunction with those modifications, the
Company's deductible per claim for malpractice and general patient liability
claims increased from $250,000 to $500,000.
Liquidity and Capital Resources
Revolving Credit Facility
We have a $22.5 million credit facility with JP Morgan Chase Bank, NA (successor
by merger to Bank One, NA) as amended on August 11, 2005, with an expiration
date of June 30, 2008. The credit facility bears interest at the bank's prime
rate plus a margin (ranging from -0.75% to -0.25%, currently -0.5%) dependent
upon total leverage and is secured by substantially all assets and the stock of
our subsidiaries. The weighted average interest rates were 5.17% and 3.77% for
the quarter ended June 30, 2005 and 2004, respectively. The weighted average
interest rates were 5.00% and 3.86% for the six months ended June 30, 2005 and
2004, respectively. The interest rate in effect at June 30, 2005 was 5.25%. We
pay a commitment fee of 0.25% per annum on the unused facility balance.
Borrowings are available equal to the greater of: a) four times earnings before
interest, taxes, depreciation and amortization (as defined) or b) an asset based
formula, primarily based on accounts receivable. Borrowings under the facility
may be used for working capital, capital expenditures, acquisitions, development
and growth of the business and other corporate purposes. As of June 30, 2005,
the formula permitted approximately $19.9 million to be used, of which
approximately $4.6 million was outstanding. Additionally, an irrevocable letter
of credit, totaling $4.2 million, was outstanding in connection with our
self-insurance programs. Thus, a total of $8.8 million was either outstanding or
committed as of June 30, 2005, while an additional $11.1 million was available
for use. Our revolving credit facility is subject to various financial
covenants. As of June 30, 2005, we were in compliance with the covenants. Under
the most restrictive of our covenants, we are required to maintain minimum net
worth of at least $10.5 million.
Cash Flows
Key elements to the Consolidated Statements of Cash Flows for the six months
ending June 30, 2005 and 2004 were:
Net Change in Cash and Cash Equivalents 2005 2004
--------------------------------------- --------------------- --------------------
Provided by (used in):
Operating activities $ 1,955,362 $ 2,226,890
Investing activities (2,758,446) (351,870)
Financing activities 616,372 (1,558,667)
Discontinued operations activities 121,825 (703,642)
--------------------- --------------------
Net (decrease) increase in cash and cash equivalents $ (64,887) $ (387,289)
===================== ====================
2005
Net cash provided by operating activities resulted principally from current
period income, net of changes in accounts receivable, accounts payable and
accrued expenses. Accounts receivable days revenues outstanding were 49 at June
30, 2005, and 53 at December 31, 2004. The increase in combined accounts payable
and accrued liabilities resulted primarily from an increase in insurance
liabilities, accrued payroll and employee benefits. Net cash used in investing
activities resulted principally from the acquisition of a small home health
agency in Gainesville, Florida and the acquisition of the Bradenton, FL-based
"Florida Home Health" agency. Net cash used in financing activities resulted
primarily from borrowings on our credit facility for the VN acquisitions and
payment of capital lease and debt obligations.
2004
Net cash provided by operating activities resulted principally from current
period income, net of changes in accounts receivable, accounts payable and
accrued expenses. Accounts receivable days revenues outstanding were 64 at June
30, 2004, and December 31, 2003. The increase in combined accounts payable and
accrued liabilities resulted primarily from an increase in tax liabilities and
employee benefits. Net cash used in investing activities resulted principally
from improvements in our information systems. Net cash used in financing
activities resulted primarily from repayments on our credit facility and payment
of capital lease and debt obligations.
Other Litigation
Franklin Litigation
On January 26, 1994 Franklin Capital Associates L.P. (Franklin), Aetna Life and
Casualty Company and Aetna Casualty and Surety Company shareholders, who at one
time held approximately 320,000 shares of our common stock (approximately 13% of
shares outstanding), filed suit in Chancery Court of Williamson County,
Tennessee claiming unspecified damages not to exceed three million dollars in
connection with registration rights they received in our acquisition of certain
home health operations in February 1991. The 1994 suit alleged that we failed to
use our best efforts to register the shares held by the plaintiffs as required
by the merger agreement. We settled with both Aetna parties shortly before the
case went to trial in February 2000. In mid-trial Franklin voluntarily withdrew
its complaint reserving its legal rights to bring a new suit as allowed under
Tennessee law. In April 2000, Franklin re-filed its lawsuit. The second trial
took place in February 2003. In April 2003 the court issued a ruling in favor of
the plaintiffs awarding damages of $984,970. We believe the Court erred both in
its finding of liability and in its determination of the amount of damages. We
are seeking appellate review of the lower court decision. As a part of the
appeal, we were required to post cash of $1,154,241 in an escrow account with
the Tennessee Courts in lieu of a supersedeas appeal bond until the appeal court
issues a decision. This cash is reflected as "Cash held in escrow" in the
accompanying balance sheet and will remain in escrow until the matter reaches
its ultimate resolution.
Based on the advice of legal counsel, we believe that the damage award by the
lower court does not create a "probable" loss as set forth in Statement of
Financial Accounting Standards No. 5, "Accounting for Contingencies."
Accordingly, no provision for the damages award has been recorded in the
accompanying financial statements. Should the facts and circumstances change in
the future to the extent that such a loss appears probable, we would record a
provision at that time.
Based on the advice of legal counsel, we believe we have strong grounds for
appealing the trial court's decision and we intend to vigorously pursue our
appeal. We can give no assurance that we will be successful in our appeal. The
appeals court heard oral arguments in the case in February 2005 but has given no
indication of when it will issue a ruling.
Kentucky Transportation Litigation
Prior to July 1, 2002, the Commonwealth of Kentucky managed its Medicaid
transportation program internally. Effective July 1, 2002 the Commonwealth
contracted with an independent broker (the Broker) for the management of the
program in the Louisville KY area. The Broker then contracted with us, among
others, for the provision of transportation services to Medicaid beneficiaries.
Our services pursuant to the contract were limited to transportation of Medicaid
beneficiaries who also attended our in-center adult day care programs. The
Broker almost immediately began to encounter significant financial difficulties
and paid us for only a small portion of the amounts due for services rendered.
On October 22, 2002, three of the Broker's other contracted providers filed a
motion with the US Bankruptcy Court to liquidate the Broker under Chapter 7 of
the Federal Bankruptcy Code. On November 25, 2002, the Broker voluntarily chose
to convert its bankruptcy status to a Chapter 11 voluntary reorganization. On
March 3, 2003, the Broker reconverted its case to a Chapter 7 liquidation
proceeding.
In May 2003, along with a group of other affected providers, we filed suit
against the Commonwealth in Franklin Circuit Court seeking payment directly from
the Commonwealth. The Commonwealth objected to the lawsuit on the basis of
sovereign immunity (since the group did not have a direct contract with the
Commonwealth) and filed a motion to dismiss the lawsuit. In July 2003, a hearing
on the motion to dismiss was held and at the judge's request written briefs were
filed before the judge would make a decision. In August 2003, the motion to
dismiss was granted and after discussion with legal counsel, an appeal of this
decision was made to the Kentucky Court of Appeals. On September 24, 2004 the
appeals court affirmed the lower court's decision. In its decision, the Court
indicated that we could pursue its claim at the Kentucky Board of Claims; such a
claim would be limited to $200,000 in damages.
On June 26, 2004 a lawsuit was filed on behalf of the bankruptcy estate against
the Commonwealth of Kentucky. The case alleges that the state misrepresented
material facts about the contract that it signed with the Transportation Broker.
The suit alleges that the Commonwealth intentionally under-funded the contract
with the bankrupt Broker. Unlike the group of affected providers in the Franklin
Circuit Court proceeding discussed above, the Broker did have a direct contract
with the Commonwealth.
As of December 31, 2004 and December 31, 2003, the Broker owed us approximately
$535,000, which amount is included in accounts receivable, net on the
accompanying balance sheets. Based on discussions with legal counsel, we
estimate that we will be able to recover approximately 80% of the claim if the
lawsuit is successful. Accordingly, we have established a collectibility reserve
of approximately $106,000 against the receivable in this case. Although we
currently believe we will be successful in ultimately collecting the amounts
currently due us under this arrangement, there can be no assurance that such
amounts will in fact be collected. Should it become evident in the future that a
material amount will not be collectible, we will, at that time, record an
additional provision for uncollectible accounts.
Our revolving credit facility agreement provides that the loss of either or both
of the above litigation cases will be excluded from financial results for
purposes of calculating borrowing availability or financial covenant compliance.
Medicaid Dependence
Approximately 43.6% of our revenues in the quarter ended June 30, 2005 were
derived from state Medicaid and other government programs. The Medicaid programs
in each of the states in which we operate are taking actions or evaluating
taking actions to reduce Medicaid expenditures. Among these actions are the
following:
o Redefining eligibility standards for Medicaid coverage
o Redefining coverage criteria for home and community based care
services
o Slowing payments to providers by increasing the minimum time in which
payments are made
o Limiting reimbursement rate increases
o Changing regulations under which providers must operate
The actions being taken and/or being considered are because Medicaid is
consuming a greater percentage of state budgets. This issue is exacerbated when
revenues slow in a slowing economy. It is possible that the actions taken by the
state Medicaid programs in the future could have a significant unfavorable
impact on the Company's results of operations, financial condition and
liquidity.
Health Care Reform
The health care industry has experienced, and is expected to continue to
experience, extensive and dynamic change. In addition to economic forces and
regulatory influences, continuing political debate is subjecting the health care
industry to significant reform. Health care reforms have been enacted as
discussed elsewhere in this document. Proposals for additional changes are
continuously formulated by departments of the Federal government, Congress, and
state legislatures.
Government officials can be expected to continue to review and assess
alternative health care delivery systems and payment methodologies. Changes in
the law or new interpretations of existing laws may have a dramatic effect on
the definition of permissible or impermissible activities, the relative cost of
doing business, and the methods and amounts of payments for medical care by both
governmental and other payors. Legislative changes to "balance the budget" and
slow the annual rate of growth of expenditures are expected to continue. Such
future changes may further impact our reimbursement. There can be no assurance
that future legislation or regulatory changes will not have a material adverse
effect on our operations.
Federal and State legislative proposals continue to be introduced that would
impose more limitations on payments to providers of health care services such as
us. Many states have enacted, or are considering enacting, measures that are
designed to reduce their Medicaid expenditures.
We cannot predict what additional government regulations may be enacted in the
future affecting our business or how existing or future laws and regulations
might be interpreted, or whether we will be able to comply with such laws and
regulations in our existing or future markets.
Refer to the sections on "Cautionary Statements - Forward Outlook and Risks" and
the "Notes to the Consolidated Financial Statements" and elsewhere in this
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for additional information.
The Health Insurance Portability and Accountability Act (HIPAA) was enacted by
the Federal government on August 12, 1996, and requires organizations to adhere
to certain standards to protect data integrity, confidentiality and
availability. HIPAA also mandates, among other things, that the Department of
Health and Human Services adopt standards for the exchange of electronic health
information in an effort to encourage overall administrative simplification and
enhance the effectiveness and efficiency of the health care industry. We
implemented changes in our operations to comply with the privacy aspects of
HIPAA and we believe we are in compliance. The cost of complying with privacy
standards is not expected to have a material effect on our results of operations
or financial position. We are in the process of implementing changes in our
operations to comply with the electronic transaction and code sets aspects of
HIPAA and we anticipate that we will be able to fully and timely comply with
those requirements. Independent of HIPAA requirements, we have been developing
new information systems with improved functionality to facilitate improved
billing and collection activities, reduced administrative costs and improved
decision support information. We have incorporated the HIPAA mandated electronic
transaction and code sets into the design of this new software. Regulations with
regard to the security components of HIPAA have only recently been published.
Those regulations were required to be implemented by April 2005. We believe we
are in substantial compliance with the security regulations with no material
impact on our results of operations or financial position.
Impact of Inflation
Management does not believe that inflation has had a material effect on income
during the past several years.
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.
At June 30, 2005, a hypothetical 100 basis point increase in short-term interest
rates would result in a reduction of approximately $46,000 in annual pre-tax
earnings.
ITEM 4. CONTROLS AND PROCEDURES.
As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on the foregoing, the Company's Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective, in all material respects, to
ensure that information required to be disclosed in the reports the Company
files and submits under the Exchange Act is recorded, processed, summarized and
reported as and when required.
The Company also conducted an evaluation of internal control over financial
reporting to determine whether any changes occurred during the quarter covered
by this report that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
Based on this evaluation, there has been no such change during the quarter
covered by this report.
Commission File No. 1-9848
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In April 2000, Franklin Capital Associates L.P. (Franklin) filed suit in
Chancery Court of Williamson County, Tennessee, seeking damages in connection
with registration rights they received in the Company's acquisition of certain
home health operations in February 1991. Following a bench trial, in April 2003
the court issued a ruling in favor of the plaintiffs awarding damages of
$984,970. The Company believes the Court erred both in its finding of liability
and in its determination of the amount of damages. We are seeking appellate
review of the lower court decision. As a part of the appeal, the Company was
required to post cash of $1,154,241 in an escrow account with the Tennessee
Courts in lieu of a supersedeas appeal bond until the appeal court issues a
decision. This cash is reflected as "Cash held in escrow" in the accompanying
balance sheet and will remain in escrow until the matter reaches its ultimate
resolution.
Based on the advice of legal counsel, the Company's management believes that the
damage award by the lower court does not create a "probable" loss as set forth
in Statement of Financial Accounting Standards No. 5, "Accounting for
Contingencies." Accordingly, no provision for the damages award has been
recorded in the accompanying financial statements. Should the facts and
circumstances change in the future to the extent that such a loss appears
probable, the Company would record a provision at that time.
Based on the advice of legal counsel, the Company's management believes it has
strong grounds for appealing the trial court's decision and intends to
vigorously pursue its appeal. The Company can give no assurance that it will be
successful in its appeal. The appeals court heard oral arguments in the case in
February 2005 but has given no indication of when it will issue a ruling.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of stockholders of Almost Family, Inc. was
held on May 16, 2005.
(c) Certain matters voted upon at the meeting and the votes cast
with respect to such matters are as follows:
Proposals and Vote Tabulations
Votes Cast
Management Proposals For Against Abstain Broker Non-votes
- ------------------------------------------ -- -------------- ------------ ------------ --------------------------
Approval of the appointment of
independent auditors for 2005 2,190,913 7,210 424 0
Election of Directors
Director Votes Received Votes Withheld
- ------------------------------------- ----------------------------------- -----------------------------------
William B. Yarmuth 2,195,195 3,352
Steven B. Bing 2,195,295 3,252
Donald G. McClinton 2,192,115 6,432
Tyree G. Wilburn 2,195,315 3,232
Jonathan D. Goldberg 2,195,315 3,232
Wayne T. Smith 2,176,332 22,215
W. Earl Reed, III 2,192,315 6,232
Henry M. Altman, Jr. 2,195,275 3,272
Item 5. Other Information
On August 11, 2005, the Company entered into an amendment to
its credit facility with JP Morgan Chase Bank N.A., formerly
Bank One Kentucky NA, as described under Item 2 of Part I of
this Form 10-Q. A copy of the amendment is filed as Exhibit
10.1 to this Form 10-Q.
Item 6. Exhibits
2.1
Asset Purchase Agreement dated as of August 3, 2005, by
and among (i) Almost Family, Inc., (ii) Caretenders of
Cincinnati, Inc., (iii) Adult Day Care of Maryland, Inc.,
(iv) Caretenders of Columbus, Inc., (v) Caretenders of New
Jersey, Inc., (vi) Caretenders of Southwest Florida, Inc.,
(vii) Caretenders of West Palm Beach, Inc. (viii) Adult Day
Care of Louisville, Inc. (ix) Active Day FL, Inc., (x) Active
Day Oh, Inc., (xi) Active Day of MD, Inc., (xii) Active Day
KY, Inc., (xiii) Active Day Fleet, Inc., and (xiv) Active
Service Corporation (schedules have been omitted but will
be furnished supplementally to the SEC upon request).
10.1
Fourth Amendment to Loan Documents dated as of August 11,
2005, by and between (i) Almost Family, Inc., (ii) each of the
subsidiaries of AFI that is party to the Agreement, and (iii)
JP Morgan Chase Bank, N.A. (successor by merger to Bank One
N.A.).
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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this the report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 15, 2005
ALMOST FAMILY, INC.
BY /s/ William B. Yarmuth
---------------------------------
William B. Yarmuth,
Chairman of the Board, President
and Chief Executive Officer
BY /s/ C. Steven Guenthner
---------------------------------
C. Steven Guenthner,
Senior Vice President and
Chief Financial Officer