UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 3)
(Mark One)
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2004
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 001-09848
ALMOST FAMILY, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1153720
(State or other jurisdiction of (IRS Employer Identification No.)
organization)
9510 Ormsby Station Road, Suite 300 40223
(Address of principal executive offices) (Zip Code)
(502) 891-1000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
Common Stock, par value $.10 per share Registered
Preferred Stock Purchase Rights NASDAQ SmallCap System
Indicate by check mark whether the Registrant has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ______
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes No X.
The aggregate market value of Registrant's Common Stock held by non-affiliates
of the Registrant as of June 30, 2004 was approximately $14,597,000 (based on
the last sale price of a share of the common stock as of June 30, 2004 ($8.45),
as reported by the NASDAQ SmallCap System). As of March 28, 2005, 2,316,527
shares of the Registrant's Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive proxy statement relating to the registrant's Annual Meeting of
Stockholders, to be held May 16, 2005, is incorporated by reference in Part III
to the extent described therein.
PART I
EXPLANATORY NOTE
Almost Family, Inc. (the "Company") hereby amends its Annual Report on Form 10-K
for the fiscal year ended December 31, 2004 (originally filed on March 31, 2005)
(the "Original 10-K"). Amendment No. 1 on Form 10-K/A (the "First Amendment")
restated our consolidated financial statements for the year ended December 31,
2004 and amended related disclosures, as described in Item 1.
"Business--Amendment of Previous Financial Reports Related to Contingent
Liability Matters" and in the Notes to our Consolidated Financial Statements.
Amendment No. 2 refiled the opinion of our independent auditors. (The auditor's
signature was inadvertently omitted from the opinion in the First Amendment.)
The purpose of Amendment No. 3 is to amend Item 9A. Controls and Procedures.
This Amendment does not reflect or otherwise update the Original 10-K for events
occurring after March 31, 2005. Accordingly, this Amendment should be read in
conjunction with the Original 10-K (including Amendment No. 1 and Amendment No.
2) and our filings made with the Securities and Exchange Commission subsequent
to March 31, 2005.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed by the Company is
recorded, processed, summarized and reported, within the time periods specified
in the rules and forms of the Securities and Exchange Commission. The Company's
management, with participation of the Company's Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of the Company's
disclosure controls and procedures as of December 31, 2004.
As part of the evaluation, management considered the issues related to the
restatement of the Company's financial statements as set forth in Note 1 to the
consolidated financial statements. These issues all related to contingent
liabilities as set forth in accordance with Statement of Financial Accounting
Standards No. 5 "Accounting for Contingent Liabilities" (SFAS No. 5).
Management believes that its disclosure controls and other procedures operated
effectively with regard to processing and disclosing the information related to
these matters each of which was reviewed and discussed in depth with the
Company's independent auditors and with the Company's Audit Committee before the
initial filing of the Form 10-K for the year ended December 31, 2004.
The restatements described in Note 1 to the consolidated financial statements
resulted from conclusions reached by management, the auditors and the audit
committee regarding the interpretation of SFAS No. 5 based on the facts and
circumstances of each matter and not from any misunderstanding or error in the
facts and circumstances. The Company's management will in the future apply the
principles related to SFAS No. 5 as set forth in Note 1 to the consolidated
financial statements.
Based on the evaluation, the Company's Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective as of December 31, 2004. There were no changes in the
Company's internal control over financial reporting during the fourth quarter of
2004 that have materially affected, or are reasonably likely to materially
affect, such internal control over financial reporting.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
December 22, 2005
/S/ William B. Yarmuth
------------------
William B. Yarmuth
Chairman, President and Chief Executive Officer
/S/ C. Steven Guenthner
-------------------
C. Steven Guenthner
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT
I, William B. Yarmuth, certify that:
1. I have reviewed this annual report on Form 10-K/A of Almost Family, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Date: December 22, 2005
BY /s/ William B. Yarmuth
----------------------
William B. Yarmuth
Chairman of the Board, President &
Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT
I, C. Steven Guenthner, certify that:
1. I have reviewed this annual report on Form 10-K/A of Almost Family, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls over financial reporting.
Date: December 22, 2005
BY /s/ C. Steven Guenthner
------------------------
C. Steven Guenthner
Senior Vice President & Chief Financial Officer
Exhibit 32.1
CERTIFICATION 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)
I, William B. Yarmuth, Chief Executive Officer of Almost Family,
Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. Section 1350, that:
(1) The Annual Report on Form 10-K/A of the Company for the annual
period ended December 31, 2004 (the "Report") fully complies
with the requirements of Section 13(a) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m); and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
Date: December 22, 2005 By /s/ William B. Yarmuth
----------------- ------------------------
William B. Yarmuth
Chairman of the Board,
President & Chief
Executive Officer
A signed copy of this original statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff on request.
Exhibit 32.2
CERTIFICATION 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)
I, C. Steven Guenthner, Chief Financial Officer of Almost Family,
Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. Section 1350, that:
(1) The Annual Report on Form 10-K/A of the Company for the annual
period ended December 31, 2004 (the "Report") fully complies with
the requirements of Section 13(a) of the Securities Exchange Act
of 1934 (15 U.S.C. 78m); and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company
Date: December 22, 2005 By /s/ C. Steven Guenthner
----------------- -------------------------
C. Steven Guenthner
Senior Vice President & Chief
Financial Officer
A signed copy of this original statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff on request.